The Doctor was watching the brunette beauty next to him sleep peacefully, stroking her naked thigh occasionally with his fingers. Sometimes he would trace her face, remembering it with his fingertips and smile when she would wrinkle her nose at him in her sleep. She was so adorable, and he never stopped telling her that. She hated it, of course. She would say she wasn't 'adorable or cute' she was 'sexy and womanly'. And while, yes, he would agree, she was indeed very sexy and womanly, she was also cute and adorable. She wouldn't forgive him until he'd kiss every curve in her body.

The Doctor smiled at the memory.

Until, he heard an inconsistent whimper coming from her sleeping form. Her pupils were darting back and forth behind her closed eyelids. A nightmare, he knew.

From seemingly out of nowhere she started crying, the tears falling silently down her cheeks and her knuckles were white with the pressure she was putting on them. She didn't make a sound though, her teeth bit down on her lower lip so hard blood came out. She was as still as a rock too.

The Doctor frowned, as far as he knew she's never had nightmares before. He took her face in his hands, saying in a worried voice; "Clara! Clara, wake up, love. You're having a nightmare."

She didn't wake up, instead she started chanting in a low voice, always whimpering, "no no no no." Over and over again. The Doctor's frowned deepened, his worry increasing.

"Come on, Clara. Come on, love. Wake up. Please. Just wake up." He said loudly, Kissing her forehead, slapping her cheek gently and shaking her in the hopes that he could get some sort of response.

And with a load gasp, Clara woke up. Breathing heavily, her whole body quivering with sobs.

The Doctor took her in his arms with no hesitation, his Clara wrapped her arms around his torso, crying into his chest. He stroked her hair gently, kissing the top of her hand, he said; "Hey, it's okay. I'm here, it was all a dream." She started crying harder at that, her arms tightening around him.

The Doctor sighed, closing his eyes with worry, he kissed her hair again, his arms around her shoulders and back. He laid his head on top of her head, occasionally shushing her gently and repeating love-filled whispers in the hopes of comforting her.

The next morning, he woke up and she wasn't next to him. Worried, he set out to find her. She was in the kitchen, making some coffee with a serious expression on her face that always made him worry.

"Good morning" He decided to start off good, just in case.

Clara didn't say anything though.

Bad sign.

He made his way to the other side of the counter, right in front of her. "Hey, you alright?" He asked softly, taking her chin in his hand.

She pulled away brusquely, grabbed her coffee and left.

Well… that wasn't good. Damn. What did he do now? He knew it had to do with last night and her nightmare…

But could she have dreamed that made her react like this with him?, he thought.

The Doctor, once changed and cleaned, knocked on her bedroom door. (She was in her own room. Another bad sign.)

He was hoping she was feeling better now and would forget about her earlier mood.

He was wrong.

"Clara, love, please let me in." He pleaded.

"Just go away!" She yelled with so much venom in her voice, he visibly flinched.

The Doctor sighed, frustrated. "Come on, sweetheart. Just let me in, we'll talk about it…" He said, softly. "Just… don't shut me off."

He could hear Clara groaning and kicking the door from the other side. The Doctor sat down, leaning on the door. "I'm not leaving, you know. No matter what you do." He said.

"You're making it extremely hard for me to be strong, right now." She said, softly this time. He imagined she sat down too, leaning on the door.

"You don't have to be strong all the time."

Clara chuckled, "With a lifestyle like ours, of course I do…"

Shaking his head, he said; "I don't -"

"Of course you don't," She cut him off, "You're an alien, a Time Lord… you're The Doctor!"

"What does that have to do with anything?"

"It has to do with everything! God! Don't you understand?! You're the almighty last of the time lords… and what am I? Just another human. Another ordinary human in a billion. You're either bored…"

"I won't -"

"Yes, you will! I'm not enough!" She was crying now, he could hear it, and all he wanted to do was wrap his arms around her.

"You are more than enough. You know I love you.." He told her, softly.

"You're not understanding…" She shakes her head. "I'm just not enough for you… Even if you don't know it yet." She took a deep breathe. "There will come a time, when I'm going to let you down. When you're going to need me to save you and I won't be able to do it because I'm just human. And I don't want to let you down." She whispered, as if it caused her pain to do so. "I don't want to disappoint you… I don't want you to die because of me…" Clara started sobbing uncontrollably.

The next moment, The Doctor stood up, grabbing his Sonic from his pocket and sonicing the door to open. He took her in his arms, wrapping her in his warm embrace.

"That won't happen. I promise you… that won't happen. I don't think your ordinary or 'just human' at all. You're braver, stronger than you realize." He kisses her cheek, taking her head in his hands. "And I love every bit of human in you… Don't think you need to be someone you're not."

"You mean it?" She asked in such a quiet, little voice that it made his hearts ache.

"Of course." He said, sincerely. She smiled a sad little smile and he kisses it.

"Next time, don't shut me out… You don't have to prove to me how strong you are, because I'm always here to help you when you're not."

She hugs him and thanks him with all her heart.

….

A/N: Hey guys, this is something that I've always thought other companions would have or HAVE felt around him... that feeling of sort of... being useless. It hasn't really been dealt with directly, except maybe with Donna.

But, it's something that if I was companion I would definitely feel...

So yeah, anyway hope you guys like it and tell me what you thought XD xoxo