Author's Note: Holy cow - thank you for all the lovely reviews, follows and favorites – they are MUCH appreciated! FYI this and the next part were written before the events of "The Name of the Doctor." No "My Impossible Girl" references here, sorry. _

The word had a galvanizing effect as he became preternaturally still, a marked difference from his flurry of activity moments before.

The word had the same effect on Clara, even as she felt her heart start to pump blood at double-time.

"Not that I'm saying that we….that is, that doesn't mean we have to…" The words tumbled out of him now in a nervous cascade, falling one over the other. "There's another way out, probably."

"Probably?"

"Possibly."

"Possibly? Doctor!"

Hearing his name gained his attention, as he looked Clara full in the face. It was the first time he seemed to notice his proximity to her, and he swallowed, eyes wide.

Clara was also at a loss, her mind warring with the loud messages her body was sending her. Closing her eyes a moment to regain her focus, she silently cursed alien technology for its constant meddling. "There was a door. Can't we just go back the way we came in?"

"No. It fused into the container after it shut."

Clara did her best to focus on his neutral tone and not about the feel of his hearts thrumming against her chest. "But you have a sonic screwdriver! You can't use it to unseal the sides of the door?"

"Not for this kind of material, no - the waves are too short. It won't respond to the sonic unless it had a signal boost from another device."

"Another sonic device?"

"Or one that produced sound."

"Like a phone?"

He gazed down at her then, a slow smile spreading on his face. "Ohh, Clara…" he murmured, sending blossoms of warmth through Clara's chest at the gravely timbre of his voice and the adoration in his tone. "You are beautiful."

She returned the smile, telling herself this was the reason his eyes kept darting to her lips. Pulling herself back to her task, she reached her hand between them to her jacket pocket opening at the top of her hip. "Let me see if I can reach it." Shoving her hand down, she was surprised when she discovered the fabric resist her hand. Momentarily forgetting their position, she rocked her hips to the side as she tried to find an opening for her hand.

The Doctor's sharp intake of breath sounded near her ear, freezing her movements.

"You okay? Did I jab you?"

"No…" His voice sounded strained, making Clara skeptical. "You didn't – hurt me…did you get it?"

"No, it's – hang on." She rocked her hips back and forth several times again, struggling to get her hand into her pocket, eliciting first more sharp inhalations and then vibrations of sound resembling grunts from the Doctor each time.

"How is this - I normally *lose* things in here – how did it get…" Sighing in frustration, it hit her. "Not again - has the pod changed my clothing?" When he didn't reply, she tapped him lightly on the shoulder. "Doctor?"

"Yes?" His reply was raspy, his breath coming in short gasps.

Clara's mouth formed an "oh" before she'd actually said the word. "Oh. OH. Sorry." She winced at her own lack of awareness. "That's…not going to work is it? A bit much?"

"A bit." He now stared very pointedly at a spot behind her right shoulder.

Being careful not to move this time, she tried pushing one finger, then another through the unexpectedly narrowed gather of fabric. But to no avail: it was like someone had tried to sew her pocket shut.

Sighing exasperatedly, she withdrew her hand in defeat. "It won't let me get at it. Can you reach it? I think *all* alien machines are against me," she added in an annoyed tone.

"I told you the TARDIS is slow to trust. She'll warm up eventually." At least his voice had returned to normal, which helped dissipate her embarrassment.

"Eventually? She's had plenty of time to get used to me! How long does she normally need to warm up to a new person?"

The Doctor's answering expression bore a striking resemblance to guilt. "Well…"

Clara opened her mouth indignantly. "She's never done this before, has she? It's just me, then!"

Forgetting their proximity again, he cupped her face. "It's only because you're -"

Such familiar contact was now rendered electrifying, with the full weight of his body on top and his face so close. The immediate intimacy was clearly felt by both: she wasn't the only one breathing audibly as they stared into each other's eyes.

"Because I'm what?" She murmured after a few seconds of tense silence.

The Doctor was clearly trying very hard not to look at her lips. "Special."

Clara's eyes shined, smiling at the unexpected compliment. Then, it faltered as she considered his meaning. "To you or to her?"

The softness of his gaze provided all the answer she needed. "Both of us. For different reasons." His next words wiped Clara's smile off her face completely. "But this one may just not like you."

Clara was secretly relieved for the tension-breaking distraction goading him provided. "Ohh, that's right – 'course it'll behave for *you.* Because you have the magic touch?"

The Doctor didn't even try to hide his smirk. "I *always* have the magic touch."

Clara blushed from walking straight into that innuendo and wondered if the Doctor's voice had dropped on purpose. She also wondered how to stop being so aware of his breath on her face as he spoke. She swallowed as the Doctor reached between them, sliding his hand into her pocket with ease. (Bloody pod.) He started maneuvering it down, oblivious to the trajectory his hand was taking until Clara let out a breathless exclamation.

"Doctor!"

He froze. "What?"

"My phone isn't – it's not…there."

The Doctor was flummoxed. "But I'm following the outline of your pocket."

"How? My phone isn't on that…" She trailed off, rolling her eyes. "Has it changed the location of my phone?"

"It might have done, yes." His hand was very still at her hip.

Dropping her head back, she knocked on the sides of the pod again. "What are you gonna do next – shorten my dress? Pop off my dress buttons?"

He had that look again. "Well…"

Clara stared, mouth agape, before closing her eyes resignedly. "Don't tell me - it can do that, too."

He could not have looked more uncomfortable. "It can change the biological configuration of the Antipoi tentacles – I doubt a few layers of cotton and nylon would present too much of a challenge."

Clara took a careful breath. "So…what are our options here?"

"I can try to reach your phone again, as that's the only way to unseal the door. Or…" It was clear he would have been fidgeting if doing so wouldn't have collapsed his full body weight on top of her.

"Or we…." Clara refused to say breed.

The Doctor swallowed. "Yes."

Clara thought for a moment. "Not a third option, is there?"

The Doctor looked like he was turning over a particularly sour thought. "We only have about nineteen minutes of oxygen left, so we could suffocate instead."

"I always feel so good after we've spoken."