"Is this what you do in your spare time?" Clara asked out of nowhere, gazing straight ahead as she said it.

They were sitting in the doorway of the TARDIS, suspended in space, legs hanging over the edge and fingertips brushing as they watched the tendrils of a new galaxy just beginning to form, snaking its way between asteroids and the distant lights of stars. They'd been there for almost an hour, just sitting, barely saying anything. Maybe that was why her sudden question surprised him.

"Well, I don't know," He replied finally, his voice soft so as not to break the comfortable quiet engulfing them. "Sometimes it is."

She laughed, almost, that tiny giggle in the back of her throat that he'd never admit to loving as much as he did. "I suppose they're all sorta the same," She responded. "Beautiful, and fragile, but you've seen a lot of beautiful and fragile things in your lifetime. They all blend together, don't they? You must get bored of watching them after a while."

"Nah." He let his hand shift slightly, fingers draping over hers against the chilly TARDIS flooring. "I never get bored of it."

Her eyes still hadn't left the star clusters gathering before them. "I don't think I would, either," She agreed quietly. "The universe is so bright and beautiful and… and big, I suppose. You'd never get tired of the things it had to offer."

Those words, simple and few as they were, brought a small smile to his lips. "You're right," He admitted, after letting her words hang in the air so he could admire them a little more. "I'll never get tired of seeing the stars." Especially with you. He left those words unsaid, though. He hoped she knew them anyways.

He glanced over at her, and saw a ghost of a smile playing across her face. Her fingers felt warm and soft beneath his, and he knew she was paying attention, but her eyes were still fixated on the newborn galaxy winding its way through the darkness. He could just barely see the flecks of blue and crimson reflected against the cinnamon tones of her eyes, see the soft glow of the light settling against her cheeks. It was times like these when she truly took his breath away; times like these where he realized half the reason he traveled through the stars with her was just for the sake of being with her.

"You're looking at me again," She murmured suddenly, her smile growing slightly. He flushed and tried to avert his gaze as hers flicked sideways and caught it. She laughed softly and nudged him with her shoulder. "What're you doing that for?"

"Doing what for?" He asked, holding eye contact with her for a moment before dropping it and turning back to stare out into the void.

"Looking at me like that."

"Like what?"

He felt her shrug against him. "Like… different, somehow. I dunno."

"I don't know what you're talking about," He replied firmly, though his smile bled through into his words. "I wasn't looking at you in any way at all."

"You're lying." There was just the smallest hint of sing-song in her voice, but her hand shifted around slightly until her fingers were entwined with his. "I can tell when you're lying."

He chuckled again, squeezing her hand in his. "No, you can't. How would you know?"

"Forgot who you're talking to." She tilted her head so it rested against his shoulder. "I always know."

"Well, then, Clara Oswin Oswald, if I was lying, then how do I look at you?"

She seemed at a loss for words. They sat in silence for a moment, before her quiet voice returned with, "You'd think it sounded silly."

"What's wrong with silly?"

"Fine." The word was tinged with a breathy laugh, but he felt her relax closer against him. The next time she spoke, it was so quiet he thought he had misheard her. "You look at me like you look out at that galaxy." She nodded softly through the open doors. "Like—Like I'm something important, and wonderful, even though I'm just…" She trailed off.

"Just you?" He finished. "Oh no, Clara. No, no, don't say that like it's a bad thing."

She hesitated, pressing her hand closer into his. "All those worlds out there," She finally whispered. "All those galaxies, and stars, and places you've never been. Why would you waste that time looking at me?"

He almost scoffed, even though he didn't stop smiling. "Why wouldn't I?"

"But why would you?" She persisted. "I don't understand."

He rubbed his thumb over her knuckles. "Beautiful Clara," He murmured, more towards the empty space in front of them than towards her. "You don't have to."

"I don't get you sometimes," She said, but after that she fell silent, swinging her legs softly, the beating of her heart through his fingertips the only sensation he felt.

She didn't get him sometimes. He turned her words over and over in his head, and decided that was okay. Not everything needed to be explained. Besides, they were his thoughts, and his alone. She was breathtaking to him, absolutely stunning, more so than anything he'd seen in all his centuries of life. He didn't need to say it out loud. She hadn't asked to know, and even if she had he wouldn't have to tell her. Those simple thoughts belonged to him, and saying them aloud would spread them across the stars, and they wouldn't be his anymore.

They weren't easy words to keep. Even as the Doctor and Clara watched a distant asteroid explode into a cloud of sparkling cerulean, he felt them fighting behind closed lips, struggling to be let out. He settled his fingertips against the back of her hand and tapped them softly, abstractly, his mind wandering and his fingers forming their own words, in a variation of Morse he hadn't used for centuries.

Clara Oswald, I love you.

a/n: Yeah, I"m still having a lot of really painful feelings about the regeneration episode. I was disappointed to see him just ignoring her like he did, so I thought we could all use a little bit of sweet, mindless fluff. I'd really love a review, if you'd care to drop one. Merry Christmas (by four minutes)!