Clara sometimes asks him if he dreams.

Of course he dreams.

But when she asks him what he dreams about and he talks about going home, about the places he'd played in as a child or the people he'd love to see again – the people he'd love to have a chance to reconcile with – he leaves out his nightmares. Clara doesn't need to know about his nightmares; about the fears that rattle his hearts in the middle of the night and leave him standing at the console with sweat drenching his body and leaving his hands shaking.

He dreams about her.

He sees her die a thousand times over the years. Sometimes she looks a little different, but he knows now that it's her. And sometimes he dreams about all of the times she'd been in danger, travelling with him as his companion. He'd just dropped her off and the kids at the Maitland's with a smile as she'd skipped away and no sooner had the door closed behind her than his mind had demanded a rest.

A day of fighting off the cyber planner in his head had done a number on him and he could feel his muscles weak in their shell as he trudged towards the bedroom seldom used and fell into bed, barely stripping off the tweed and the waistcoat as he drifted in the vortex. The pounding in the back of his head threatened his closed eyes with stars and he drifted restlessly to sleep.

"Cyberman had me by the throat; thought I was a goner then – what did you do?"

"Ha, I tricked the cyber planner; not quite as clever as he thought he was."

"Well, he was partially using your mind, wasn't he?"

"In a sense, yes, determining my moves by my motivations."

"What were your motivations, Doctor?"

He hadn't answered her question and she'd clearly decided it wasn't important. Her children were safe, she was alive, the cybermen had been destroyed, and aside from a few losses that they mourned quietly, all was well at the end of the day. The Doctor tried not to imagine how things might have turned out if he hadn't won the match; if he hadn't decided to cheat just a little… because of her.

"What would Miss Clara say if she knew she was that motivation?"

They were in a quiet library, the chess board settled in front of them, back at the start, and the Doctor watched Mr. Clever make his first move, sliding a pawn forward as he sighed and responded, "You work off the presumption that she doesn't already know," picking up a piece to take his first move.

He looked up towards the other man who wore his face, a puzzle of robotics across one side of his face, more menacing than it had been in reality, as if it were taking a stronger hold – as if it were spreading. He imagined if he'd lost, that's what would have happened; the Doctor would have been consumed by Cyberman technology and the universe would have been lost.

Mr. Clever smirked, "She knows and she asks and you avoid. You're still avoiding. Avoiding in your own mind – what would she say?"

"She'd smile," the Doctor allowed, watching them exchange another set of moves. He shifted back in his chair to consider it. "Clara knows she has the upper hand in our relationship and she would see it as a small victory, that admission of submission on my part, and she would smugly assert her dominance."

Mr. Clever pushed his lips together in consideration and then he glared up at him deviously and suggested on a sigh, "Maybe it's high time you asserted yours."

"Dominance?" He questioned.

"Yes," Mr. Clever hissed..

The Doctor folded his hands and leaned against the table. "No."

Mr. Clever tapped at his temple, "You know there are thoughts in this head that I've freely roamed; thoughts Miss Clara would not be as readily amused by."

"Stop," the Doctor ordered.

"Coming to an understanding, are we?" Mr. Clever chuckled.

He pressed his palms into the table, feeling the sweat beginning to dampen his hands. "I know who you are; I know what you are…"

With a nod, Mr. Clever spat, "And you know I'm still floating about in this mess of thoughts you keep piling up in this ridiculous head of yours." The man crossed his legs, kicking the table and all of the chess pieces away and he grinned, crossing his hands in his lap, "A lot of these thoughts seem to revolve around Clara – were you aware of the staggering statistics on the brain power you've got calculating the questions you have about her, not just who she is or what she is, but what you'd like to do to…"

"Stop," the Doctor barked, clenching his jaw.

With a smile, Mr. Clever continued, "I think even you would be surprised to know. Awake, asleep, battling a cyber fleet, even repairing the Tardis, there's always some underlying thought, some curiosity working its way through every moment of your existence…" he trailed and then sighed, "It's not healthy, but it has opened up a world of possibility."

His nostrils flared slightly as he gripped the arms of his chair and shifted slightly, asking quietly, "What world would that be?"

"You," he clasped his hands together to gesture with his forefingers, "I could occupy this mind easily, you know, letting you give in to those deeper impulses; those… urges." He smiled. "And Clara is a mighty prize… not quite the damsel in distress – the princess in the tower awaiting her prince. She carries quite the crown atop her head; don't tell me you haven't thought of it."

"Clara is not a prize," he scoffed.

He tilted his head and chuckled, telling him darkly, "Oh, is she not?"

The Doctor inhaled deeply and turned away to sigh, "You want me to think of her as a possession; you want me to envision her as a trophy to hold at my side – I won't."

"Haven't you already though?" He raised his arms apart and smiled, "I'm you, aren't I? Hidden away in your dreams, sneaking out through the effects of a few pesky crystals, or giving voice to a cyborg intent on controlling your mind – or should I say aiding it."

With a frown of understanding, the Doctor looked at the other man, watching as the metal components of his face crawled forward, tucking itself into the corner of his mouth and curving around the bottom edge of his nose and he grimaced. "The Dream Lord and the Cyber Planner are two separate entities."

"They have to be; don't they," Mr. Clever sighed, "Otherwise you'd have to accept that you weren't properly dueling a machine – you were dueling yourself."

Glancing around the library, the Doctor nodded, "This is a dream."

"How do you know this isn't a victory?"

"A victory?"

"You're still back on that planet, the children converted, the soldiers converted…" he smiled, "Clara, converted and standing just beside me, waiting for this delusion, this last flicker of you to drift away." He laughed then, "Oh, Doctor. Cyber progeny! Never considered the possibility before." He peered deviously at the Doctor, "Naughty naughty boy with naughty naughty thoughts."

He stood then, just as the man across from him did, and he shouted, "Enough."

"Enough, he says," Mr. Clever's arm splayed out beside him to erase the world they'd been settled in to replace it with the thoughts floating through the Doctor's mind. Sparks of light and swirls of words in Gallifreyan splashed with pictures – some old, memories of a place he longed to go back to, but most new… her smile and her pout and her laugh and her look of sheer terror and then her absolute resolve. Her falling from a cloud and the eyestalk that bobbed as she pleaded with him to run.

"Enough!"

Everything dissolved around them and they're left in a white room, stark white that burned at his eyes as he watched a figure approaching, blurred and dressed in black and red. He knew it was her before she arrived, but what he saw took the air out of his lungs because her face was half crusted in metal bits and when she grinned at him, it was with a sly raise of her eyebrow and a look in her eyes he'd never seen.

Contempt for him.

"Hello, Doctor," she told him cheerfully.

He moved forward and reached up to take the fleshy half of her face into his palm as his eyes reddened and his chest trembled. She simply stared up at him, pale face emotionless now, until she smirked. His head gave a small toggle as he considered the smirk and then he felt the first tickle of a cyber mite over his hand, shooting its way up his arm and over his shoulder and it burrowed into the side of his neck, reaching into his mind as he hissed in pain. It was digging into his brain when he fell to the ground, screaming her name and watching as she simply stood over him, Mr. Clever moving to her side to drape an arm over her shoulder, fingers of his hand waving him off.

He didn't realize he'd been struggling against hands that are trying to feel for a temperature until his eyes snapped open and he saw her bent over him, on her knees in the bed beside him and he released a small sigh as he reached out for her, finding her waist and caressing it. Clara laughed lightly, confused, and as his eyes closed again, she stroked at his temple softly, brushing his hair away while he tried to tame his breathing.

"Nightmares?" She offered.

He pinched his eyes together and then shifted to sit up, taking in the sympathetic look she was giving him as he hesitated, and then brought both of his hands up to hold her face, fingers diving into her hair as he shook his head and asked, "How did you get in?" Then he looked to her outfit, to the jeans and the oversized maroon sweatshirt and he asked, "What day is it?"

Clara placed one of her hands atop his, holding it tenderly as she whispered, "It's Saturday. Was just about to go meet some friends when you sort of popped up – was tempted to crack your head about boxing me in my room, except the doors opened for me and that never happens," she smiled, brow coming together, wrought with concern as she asked, "Are you alright?"

The Doctor sighed and he dropped his palms to her shoulders and then curled his hands around her, pulling her into him and he closed his eyes when she shifted forward to fall against him, her arms coming up under his and around his back. Leaning his head onto hers, he exhaled with relief as she laid an ear to his chest and remained still under his hold, fingers of her left hand stroking his back soothingly. He dropped back slowly onto the bed, taking her with him with a small sound of surprise, but he didn't loosen his grip.

"Doctor, your hearts are running like mad; are you alright?"

Nodding slowly, he closed his eyes again, this time with the assurance that Clara was safely within his grasp and he sighed, "Could you just lay with me a while?"

He felt her adjust, finding a comfortable spot atop him, and her head nodded against his breast as she whispered in response, "Take all the time you need."