"I love the Ferris wheel!"

The words came on an astonished gasp and Clara turned, not quick enough to catch him before the Doctor tore off towards the ride at the end of the strip. She released a small nervous laugh, gripping a large red teddy bear to her chest as she shuffled after him, excusing herself while she pushed between other patrons and finally landed with a grunt against his back as he handed an attendant several tickets with a large grin.

"Doc…" she started, but he grasped her hand in his and pulled her forward excitedly as she stumbled over the platform and fell into the two person bucket seat, listening to the chink of the gate locking them into the incredibly small space just before it lurched forward.

Watching the ground slowly leaving them, Clara found herself inching closer to the man at her side, right hand reaching out to grip his thigh, eliciting a small gasp of surprise that dissolved into laughter. His fingers worked hers off him and settled them within his and she knew he was waiting for her to look over at him, but she focused on the fact that she could see the entire fairground as they lifted into the sky. She could see the city around them and then they were over the top and slowly dropping back down.

"Somehow I didn't imagine you'd be afraid of heights," the Doctor offered lightly, squeezing her hand.

Clara turned then, giving him a frown and admitting, "It's not the heights, it's the shoddy craftsmanship – never trusted a carnie."

Pulling his Sonic, he allowed, "I could scan it, ensure the stability of the mechanics?"

Shrugging, she replied, "Ah, yes, trapped in the contraption and you think to scan it now?"

"Clara," he laughed, "It's a Ferris wheel."

Narrowing her eyes at him, she asked, "Do you hear the sound it makes when we move?"

He considered it, listening, then inquired, "The squeaking, wheezy sound?"

"Ya," she spat, "I'm fairly sure it shouldn't make that noise."

"Maybe," he sighed, "Someone left the brakes on."

"What?" Clara asked.

He shook his head, "Look out, Clara, look at those stars. I could tell you which ones we've…"

"I've seen the stars," she shoved in closer to him as they swooped across the ground level and shot into the air again and she muttered, "How much longer?"

He shifted in the seat and it swung slightly and Clara launched her other hand around the bear to grasp at the purple tweed lying against his breast. With a chuckle, he asked, "You're really afraid, aren't you?"

Clara felt her cheeks burning slightly, but she wouldn't release him, she simply looked up at him and told him plainly, "Yes, Doctor, I'm afraid." Then she wrinkled her nose, "Don't tell Angie and Artie."

His eyes flickered over the edge of their vehicle and he informed her, "They're watching us, you might want to loosen your grip because either you'll have to admit that you were afraid of a simple carnival ride, or you'll…"

Her lips crushed against his and for a moment his mind went blank, and then slowly there were stars. The stars they'd visited together bursting just behind his eyes along with the rapid replay of every time she'd smiled at some little object, or frowned at the taste of a new dish, or laughed at something silly he'd said. And then he leaned into her, parting his lips slightly to brush hers with his tongue as she made a small noise of satisfaction before allowing him to glide past them, tangling her own tongue around his in a way that sent jolts of electricity down his spine.

The Doctor could feel his hearts pounding as he lifted his right hand, feeling around the fluffy surface of the stuffed animal sandwiched between them to find the warmth of her skin soaking her dress and he gave her waist a squeeze. She gasped lightly, breaking away from him as their noses nudged together and then she inched back, this time tentatively, her open lips hovering over his until he bridged the gap and pulled her closer, fingers now roaming to the edge of her dress to press their way under just slightly to grasp at her thigh as she moaned into him and then the vehicle rocked slightly, slowing, and they parted just enough to look into each other's eyes.

"…have to kiss me," he finished breathlessly as their vehicle came to a stop at the base of the ride.

"Need a bucket of cold water there?" Angie shouted and Clara turned to see the girl and Artie laughing hysterically at them, turning in towards one another before looking back at them as they exited the car and stumbled back to the ground.

"Dad just called, said it was getting late and we should be getting home," Artie offered as he tried to contain his chuckles.

Clara gripped the teddy bear under her arm and she simply nodded, smiling involuntarily when the Doctor slipped his hand into hers to begin walking back towards the entrance of the park. She glanced up at the grin on his flushed face as he looked up at the stars above them and she followed suit before she heard him sigh and she turned her attention back to him.

Eyes on her, he admitted, "I love the Ferris wheel."