Clara always said their trips in the Tardis were her vacations. They were the days she got to unwind from a long week at school filled with paperwork and tests and unruly students she had to reluctantly threaten and then punish. So he was used to landing the Tardis in her living room and immediately hearing the door swing open to watch her hop inside with a bag slung on her shoulder – a precautionary bit of luggage in case their trip lasted longer than a single day – but today it remained shut.

For a moment, a very long moment, he thought maybe he'd missed the day, or maybe he'd arrived too early, or too late, but he could see the date and time on the screen in front of him. A spinning series of circles and dots that explained it was six thirty in the evening on a Wednesday and she should be pushing through the door… he turned expectantly and frowned when it remained shut.

With a groan he lifted a booklet up from the top of the console and he double checked his day. "No meetings, no plans with friends, no nothing," he poked at the date on the planner she filled in for him – a reminder of Wednesdays he needed to skip, as well as other days he might choose to surprise her only to find her occupied in some other way.

The Doctor took one long breath of frustration before the worry set in. Because it wasn't like Clara to stand him up, she'd never done it before even though he'd missed a few dates here and there – what could he do if he'd been struck by lightning on a stormy planet and it had knackered the timing on his landing by a few weeks…

Pushing out of the Tardis, he looked around at the dimly lit space and called out, "Clara?"

"In the bedroom," she replied lightly, and he could hear the exhaustion in her voice, but his chest settled at hearing that it was simply exhaustion and not any sort of ailment or anger he should concern himself with.

Walking along the thin space that lead to her, he smiled and lifted his chin, ready to crack a joke or offer a list of places they could go, but when he reached the door, he found her pulling sweatpants up over her backside, snapping the elastic waistband against her as she turned to the sound of his inadvertent small noise of surprise and she smiled.

It wasn't her regular cheerful smile, but one of a human who had spent far too many hours without sleep and they were using up a small bit of their remaining reserves to cheer a friend up. "Hey," she breathed before shrugging, "Sorry, I don't think I could today – we've just had a full day's trip to the museum and if you've ever had to get twenty nine thirteen year olds to remain quiet, pay attention, possibly learn something, and all return in one piece, then you'll understand…"

He was shaking his head as she laughed.

"Suppose that'd be a bit of a challenge – even for you," Clara offered.

Straightening and lifting his eyes to hers, he swallowed and then squeaked lightly, "Long day then?"

"Terribly long," she replied. "What I need today…" she began lightly, glancing around before smirking and telling him firmly, "What I need is a long massage and a good night's sleep."

Swinging his arms out, he shrugged as he cracked his fingers into one another before stepping forward and stopping when he saw her eyes widen. Wiggling his fingers, he offered, "I give an excellent massage."

"Says who?" Clara inquired in amusement, shifting away from his grasp.

Considering, the Doctor counted off on his fingers, "Do you really need a list of historical figures?"

"But me, you want to give me…" she began.

The Doctor landed his palms on her shoulders and lead her towards her bed with a nod and a simple, "Lie down, Clara."

She hesitated, turning twice towards the bed and back at him and he gestured back down at it as she asked quietly, "Are you being serious right now?"

"I'm incredibly knowledgeable on human anatomy – should this be superficial, or deep tissue?" The question came with a small lift of his left eyebrow and Clara pressed one knee into the bed at her side.

"You're really being serious," she stated.

His body gave a half turn towards her door as he offered, "I could find the masseuse table, the sensory oils, and a recording I did with Yanni if it helps."

Clara snorted and sank into the bed, "Just… don't damage me."

He laughed as she pulled a pillow underneath her chin, hugging it as she nervously crossed and uncrossed her legs and the Doctor shook his head, sitting beside her, stretching his hands before dropping them onto her shoulders and declaring, "My god, you're tense."

"Told you," she grunted, "Twenty nine thirteen year olds. Class trip. Not the sort of thing one should take on without backup." Clara laughed, "Suppose the military would agree to offer their services?"

Shrugging as his thumbs worked the knots in her muscles, he allowed, "I could have had UNIT soldiers escort you, but it's generally my experience that people don't really like that sort of an escort – tends to make them anxious."

"Um hmm," she managed.

His hands worked over her back, sliding warmly over her and stopping at the bump of her waistband before pushing back up and he stopped when she released a low moan. "Are you alright?" He watched her nod, and then he stopped again, muttering absently, "This is really not very effective with your shirt on."

For a moment he froze, eyes widening at the notion that she might have found his words offensive, but then she did something he never imagined he'd watch Clara Oswald do. Shifting back onto her knees, she stripped herself of the shirt she wore, tossing it aside before dropping back to hug the pillow again. And the Doctor was left staring down at her naked back, contemplating whether to continue or toss her shirt back at her with a high pitched apology before dashing from the room

"Doctor?" She questioned.

"Yeah," he squeaked.

"Oh," she managed.

"Yeah," he repeated.

"I wasn't wearing…" she realized, staring at the headboard in front of her.

"No," he affirmed, "You weren't."

"Did you see anything?" She groaned anxiously, adding quickly, "Please tell me you saw nothing."

"I saw nothing," he stated, "Maybe a tiny bit of nothing," he continued with a tilt of his head and a shrug, "Maybe a bit too much of nothing," he croaked, "Nothing," he finished.

Clara's face went into the pillow and she mumbled something he couldn't understand before she raised her head and sighed at the headboard, "Would you – I mean, do you mind… continuing? No point in stopping now." Her voice shook slightly, and she waited, staring ahead of herself because she didn't dare turn to see his face.

Looking up at the wall, he shook his head and dropped his palms against her flesh, shifting on the bed because the warmth was so much… warmer. He let loose a small chuckle as his fingers kneaded on either side of her spine, his mind working over muscle names and connections and he tried to keep his focus there as his hands slowly pressed back down over her back until edges of his palms hit the waistband of her sweats again.

"Is this uncomfortable for you, Clara?" He asked quietly, leaning forward, fingers gripping slightly into her sides and that's when the second unexpected thing happened.

She squirmed slightly and released a loud laugh.

"Suppose it isn't," he shrugged, hands dropping slightly with another light squeeze.

And she laughed again, turning her body in his grip.

Watching her shoulders hop, he looked down at his hands, fingers splayed out over her sides just at her stomach, and he smiled, asking quickly, "Are you ticklish?"

"No," she muttered against the pillow, but he could hear the giggle that accompanied it and he nodded, lifting his hands and seeing her turn her head slightly, cheeks red, dimple deep as she smiled. "Don't," she warned, and he watched her brow shoot up as her elbows tucked themselves against her sides.

Shaking his head and bowing shyly, he gestured at her, "You're in quite a vulnerable position, I would never…" and he moved his hands back to her shoulders, kneading lightly, but no sooner had he begun, than he hit another spot, just behind her neck. Laughing at the way she scrunched her head back, he called, "Clara, this isn't going to work if you don't stay still."

"Sorry," she breathed, laughter tainting her words.

He dropped his hands slightly and began to press against her again. He could hear the small chuckles she was holding in; felt the way her body jerked slightly, and when his fingers moved around her ribcage so his thumbs could rub against her back, she squealed and arched her back away from him. "Clara," he laughed.

"Sorry," she managed through a giggle.

Lifting his hands away, he stood and let his fingers drag along the back of her left leg as he watched her smirk up at him deviously and he sat at the foot of the bed, asking quietly, "Warn me – are your feet as susceptible as your body?"

She shrugged and he could see her lips pressing together to smirk before she turned her head back to the wall as he picked up her left foot daintily, pushing his thumb and forefingers into her and flinching because he expected another laugh. He fully expected to be kicked in the face, but instead she calmed and he let out a small noise of curiosity, adjusting himself on the bed to cross his legs, and he pulled her right foot onto his right thigh.

The Doctor worked over her left foot slowly and then her right, watching as she calmed and he smiled, hands drifting up over her ankle and to her calves. He knelt carefully between her feet and concentrated again on her legs, glancing up every so often to watch her even breaths and frowning because it really would be better without the pants, but he was terrified of asking.

If she thought him forward, he'd surely be kicked; if she removed her pants… he'd be kicked in an entirely different way and he wasn't prepared for that possibility. He shifted, hands lifting to the space above her buttocks before shaking his head and muttering lightly, "No, absolutely not," and then he settled himself atop her, pushing his hands carefully over her back and shoulders, wincing because he expected to be bucked clean off and onto the floor, except she continued to breath calmly underneath him.

"Clara?" He called, shifting slightly to try and see her face, chin resting against her forearms. The Doctor repeated her name twice before shifting off of her and standing beside her, smiling at her closed eyes and calm features. "Massage and a good sleep," he whispered, hand moving over her hair before he glanced around for a blanket to toss over her. The Doctor shifted her head slightly, waiting for her to drop her arms and turn her head, snuggling into the pillow as he smiled. "See you next Wednesday."