She wasn't used to being on the Tardis 'overnight'. It wasn't really part of their agreement and she tried her hardest to get back home after an adventure. To sleep in her own bed and wake in the morning to Artie yelling about Angie taking too long in the bathroom and Angie yelling back that she had to perfect her look for school. Something her younger brother wouldn't understand because he was... always some insult Clara would have to reprimand her for. But as annoying as it might seem to some, Clara rather enjoyed the chaos. So staying aboard, the exhaustion of saving a planet or a people or an odd little robot that chirped happily at her afterwards, it felt odd.

"Odd." Clara stated the word with a grin as she lay in her bed.

He'd made her a bed. It was far too big and far too plush and far too easy to melt into and Clara imagined he'd spent a great bit of time thinking about the just right bed for her. With a silky set of sheets and a fluffy down comforter, both in varying shades of red to match the mountain of pillows Clara imagined he just thought would be fun. Like he thought of her as some small lady bug who enjoyed getting lost in the petals of a rose. She thought about the Doctor, trying to create a bed for her, trying to create the perfect combination of colors and textures and just how right he'd been.

Odd.

"You really should go home," she commanded the darkness in a whisper.

Closing her eyes, she released a small squeak of a moan because she was tired and it was comfortable, but then she pushed up and swung the sheets off her legs, standing against the plush beige carpeting he'd also decided she would like – since she slept barefoot – and then making her way towards the door, bumping it when it didn't open. Clara stared, and then gripped at her hips.

"I'm going to ask him to take me home," she raised her chin to tell the machine.

The doors swung open.

"Thought you'd appreciate that," she groaned at the Tardis, receiving a warbled whine in response from somewhere down the hall.

Clara tugged at her night shirt and then hugged at her arms, surprised at how cool the temperature was outside of her room and for a moment she gave thought to the fact that he'd made sure her room was just the right space between too cold and too warm for sleeping. He'd given her too much consideration, she concluded, shaking the thought from her mind as she made her way down the hall towards the console, figuring she'd find him slowly walking circles around the controls, poking at the keyboard and smiling at the screen he'd swing around to see.

Always caught up in a chess game with the universe.

Or with the Tardis.

She was never quite sure.

Smiling, she was lost in that thought when a light blipped at her left. She jumped away instinctively, but then looked to see a door and the light blipped again. Green. Turning towards it, she gasped softly when it opened and she realized the old time machine was helping her find the old Time Lord and for just a second, she was thankful. She knew what it was like to spend the night searching for something the Tardis didn't want her to find.

The Doctor whimpered.

And as alien as everything about him was, that small noise felt familiarly pained, drawing Clara into the room and to his bedside to peer down at him curiously, curled on his side. The swirl of the galaxies on his patterned sheets twisted tightly in his grasp against his chest and she watched his brow crease. His nose wrinkled slightly and he frowned, inhaling deeply and then releasing that breath slowly, as though trying to calm himself deep in his nightmare.

"Hey," she whispered, bending to kneel beside him. To stroke lightly at his hair and test his forehead with the back of her fingers. "Doctor," Clara sighed.

He mumbled her name and it tickled her heart as she sighed.

"It's only a nightmare," she assured him kindly, her fingers continuing their gentle passes over his hair as she watched his features soften, smoothing with relief, and she toyed with the idea that her voice could sooth him so easily, brushing the idea aside with a quiet laugh. And then she told him, almost inaudible, in spite of herself, "You're safe now, I promise."

His lips shifted into a tranquil smile and a moment later his eyes opened slowly to gaze up at her thankfully. There was no surprise in his features to find her there, nor any discomfort at the fact that she was still brushing his hair lovingly, just a simple acceptance that warmed her cheeks in a welcome way. The Doctor, she knew, was allowing himself the simple pleasure of being comforted by another – he was allowing himself to be weak in the face of another.

He was trusting her to sit before him sans judgment or mockery.

To be his friend, and not just companion.

Quietly, he asked, "Are you guarding me?"

Clara laughed lightly, thinking back to the first day she'd met him, how he'd sat in the Maitland's driveway with what was left of the Spoonhead, simply waiting for her to wake. Guarding over her in the least invasive way he knew how. She remembered how he'd beamed up at her, so seemingly happy at just the idea that she hadn't told him to go away – by all rights she could have.

She nodded slowly and told him honestly, "Yes, yes I am guarding you."

"I'm a Time Lord," he reminded.

"Still just," she teased.

He smiled.

"Go back to sleep," Clara prompted on nod.

"Will you stay?"

She watched him and she understood – he'd worked out she must have been out of bed to ask him to take her home and now he questioned whether she still wanted to. Frowning, she saw the worry in his eyes, the sadness that seemed amplified in that darkness. The loneliness he would never admit he felt in her absence, and she knew it wasn't an overinflated ego that offered the thought. Clara landed her palm to his cheek, thumb giving his skin a caress as she nodded.

"Not going anywhere," she assured him.

Clara watched him look her over, his eyes scanning her face and never leaving it – never disrespecting her with a stray thought she wondered if he was even capable of – training finally on her eyes. Looking into them as though he could read her mind and she thought a simple thought absently to herself. One she imagined he'd fluster if she said aloud.

Go to sleep, love, the world will be better in the morning.

Clara nodded and she watched his eyes close. Watched the way his lips softened; the way the last bits of tension left from that nightmare smoothed away from his skin. She watched the sadness and the loneliness disappear as he drifted back to sleep, her hand resuming its slow strokes of his hair until it tired and she remained curled beside the bed, having nestled into a royal blue bean bag beside it, her own eyes blinking lazily until they finally shut.