If Clara had to think of her worst date ever she would have to pronounce today's as the winner. As she walked into her apartment she was forced to listen to Liv's lecture.

"I can think of 50 ways that could've gone better," Liv gave a shake of her head before releasing a little laugh.

Clara made an offended gasp and shot her a look. "Don't laugh at me! You could have helped you know!"

"Well I certainly would have avoided the double gun meaning sentences." Liv shrugged and walked right into the apartment.

Clara huffed and opened her front door. She made a beeline for her bedroom, firmly believing she was going to stay in bed all day and wallow in her sorrows. But the moment she opened her bedroom door she found it was blocked by something blue. Budging a little inside she saw it was the TARDIS standing there.

"Are you kidding me?" she groaned. She could see the Doctor sitting at a chair in front of her vanity desk while Minerva, now a blonde, sat with her legs crossed in a chair, beside the Doctor, with a magazine in hand.

"You just have to squeeze through," the Doctor called. Liv went right in leaving Clara to wiggle her way through.

"What is this?" Clara frowned and flattened her dress after getting through. But then she saw Elias jumping on her bed holding a purple flowered journal in his hands. "Elias - you put that down!"

Elias giggled and let himself drop in a sitting position on her bed. "Eading!"

Liv appeared beside the bed laughing. "You picked the right book, El."

Clara grumbled and rushed to retrieve her journal. "Don't encourage him! Elias, give that back to Clara now please!"

"No!" Elias hugged the journal and got off the bed on the other side from Clara and ran straight for the TARDIS.

"Elias!" Clara was left to shout in vain. Then, out of character, she growled and fell back on her bed.

Minerva looked up from her magazine, totally at ease. "I get the feeling this is not about Elias and the journal. Anything interesting happen today, Clara?"

Clara made another noise and screwed her eyes shut. "I had a date…"

"That went…" Liv made a cutting motion across her neck.

"What did you say wrong?" Minerva tilted her head.

Clara raise her head looking mildly offended. "How do you know I said something wrong?"

Minerva shrugged and passed a page in her magazine. "You talk more than you should."

Clara's eyes widened. "Did that regeneration fry some of your kindness because you're on your way to be as rude as he is-" she nodded over to the Doctor, "-and that is saying something."

"Still discovering," Minerva said without a care and went back to reading. The Doctor just smiled at her new indifference she seemed to be showing more often nowadays.

It had been only a few weeks since Minerva abruptly regenerated and so far there were a couple distinct differences in this incarnation beginning with the nonchalant manner she seemed to pick up. There was something about her new self that gave off an elegant peacefulness to anyone that came across her. The Doctor had to admit it was quite amusing to see her so changed. He wondered if this was how she felt after when he changed into his current self. Their fights over him being too blunt now had decreased by tenfold. She still cared, obviously, but just less how his words came across. He had yet to see how her fury was, though, and he was not curious to find out.

Clara let her head fall back on her bed. "It was a disaster and I am extremely upset about it, since you didn't ask."

Minerva raised her head suddenly with a new light in her eyes. "Dear, why don't we try that thing you were talking about earlier?"

"No thing trying in my room," warned Clara who raised a finger to wag at them.

Minerva rolled her eyes. "Not that - although that is a close second," she flashed a smirk at the Doctor.

For a moment he smirked back until her words properly registered in his mind. "Close second?"

"Sh!" she waved a hand at him and continued to explain. "It's quite interesting, Clara-"

"Excuse me but I am a firm believer that I am not a close second-" the Doctor was still complaining on his side.

"I can't!" Clara nonetheless got the jist of where this was going.

"Oh c'mon, Clara, it's not like you're not free anyways," Minerva rose from her chair.

"I am not a close second!" the Doctor said in a louder voice, attracting her eyes.

"Are we still arguing over this?" she frowned.

"Yes," the Doctor responded with an even deeper frown. This was her carelessness coming in and now, sometimes, he could understand why she'd argued with him over the same behavior. It was heavily annoying.

"Dear, you really should let go of the past," Minerva patted his arm and turned for the TARDIS. "Elias? Mommy hopes you haven't done any mess in there..." she called as she walked in.

Clara, who now sat upright, smirked at the Time Lord in her room. "Not so funny when she does it to you, huh?"

"Quiet," the Doctor pointed a warning finger her way.

Clara's smirk widened as she pushed herself up. "You know it's possible I might get a phone call so-"

"From the date guy? It's too late," the Doctor shook his head and led her towards the TARDIS. "You've taken your make-up off."

"No, I haven't. I'm still wearing my make-up," Clara placed a hand on her cheek and followed instinctively.

"When it's humans he doesn't notice, Clara," Liv walked right behind her.

"Oh, well, you probably just missed a bit," the Doctor said to Clara like Liv hadn't even talked. "Come on, come on, come on, come on!"

"I haven't actually said yes…" Clara said after stepping inside the TARDIS.

"You signed yourself up the moment you got up from that bed, dear," Minerva called from the console.

"Elias - leave my journal alone!" Clara ran for the toddler who was busy scribbling inside an empty page.

"Nooooo!" he quickly slapped a small hand over the page and pouted at her as she came up to him. "Not done!"

Clara released a deep sigh and bent down. "Elias, that's Clara's journal. And what did I say about Clara's things?"

"Pemison?" he tilted his head much in the same manner Minerva had done minutes earlier.

"Permission - you do listen," Clara tapped his nose, eliciting a small giggle from him in return. "So that's my journal and you didn't exactly ask if you could use it."

"Oops…"

"It's okay, now can I please have it back?"

"No," Elias shook his head. "Not done!"

"Give it up, Clara, you're not getting back much like he's never going to call you Clara," Liv appeared at the staircase, struggling to hold back a laugh.

"Yes, we do have more urgent things to look at," Minerva roamed the console, one hand dragging through the controls.

"Like what?" Clara straightened up, pressing her dress down.

"You know sometimes when you talk to yourself, what if you're not?" the Doctor began the same lecture he had with Minerva in the morning.

"Not what?" Clara frowned, not yet understanding.

"What if it's not you you're talking to? Proposition - what if no-one is ever really alone, what if every single living being has a companion - a silent passenger, a shadow? What if the prickle on the back of your neck, is the breath of something close behind you?"

Clara's eyes drifted to the side, mouth slightly opened as she thought about all this which really just sounded like jumbo. "Have you been inhaling things you shouldn't have?"

"It makes sense when you explain it in another way," Minerva left the console to go up to a chalkboard the Doctor had left behind earlier. On it was written the word 'Listen' in the middle.

"It looks like your handwriting," Clara turned to the Doctor.

"Well, I couldn't have written it and forgotten, could I?"

"Have you met you?"

Liv had spotted a pile of papers and books over a desk which seemed like a hot mess. "What's all this?" she walked over.

"Dreams. Accounts of dreams, by different people, all through history," the Doctor moved over as well. "You see, I have a theory."

"And you know what happens when he get's a 'theory'," Minerva crossed her arms and smirked. "He won't sit down and stay still anymore."

"I think everybody, at some point in their lives, has the exact same nightmare," the Doctor declared proudly. "You wake up, or you think you do, and there's someone in the dark, someone close, or you think there might be. So you sit up, turn on the light. And the room looks different at night. It ticks and creaks and breathes. And you tell yourself there's nobody there, nobody watching, nobody listening, nobody there at all and you very nearly believe it. You really, really try...and then…"

Minerva grasped his shoulders from behind in an attempt to scare him. "Someone grabs you from underneath the bed!" she exclaimed and laughed as the Doctor flinched.

"Have you been watching Halloween movies?" Liv asked them both.

"No, I wanted to scare him," Minerva shrugged and received a mock-glare from her husband.

"I was talking about something important here..."

"It's only important because you've had the dream,."

"What - you had the dream?" Clara pointed at the Doctor, now a little bit more interested. She chuckled. "Everyone dreams about something under the bed!"

"Why?" the Doctor challenged. He took Clara by the hand and led her to the console. He pressed her fingers to a panel of squishy material. "Just hold on tight. If anything bites, let it."

"Uh...what is it?" Clara looked down at the unfamiliar part of the console.

"TARDIS telepathic interface. You're in mental contact with the TARDIS. So don't think anything rude."

"Too late," sing-sang Liv.

Clara frowned at Liv but quickly registered the Doctor's words and asked, "Why not?"

"It might end up on all of the screens and I'd rather not have Elias see anything he shouldn't," Minerva pointed at the toddler who busied himself with scribbling again.

"Focus," the Doctor warned again. "The TARDIS is extrapolating your entire timeline, from the moment of your birth, to the moment of your death."

"Which I do not need a preview of," Clara crinkled her nose.

Minerva returned to the console and began moving some of the controls. "I'm turning off the safeguards and navigation - slaving the TARDIS to you."

The Doctor slid the monitor screen for Clara to see. "Focus on the dream, focus on the details, picture them, feel them. The TARDIS will track on your subconscious and extract the relevant information. It should be able to home in on the moment in your timeline when you first had that dream. And then...we'll see."

"What will we see?" Clara raised an eyebrow.

"What's under your bed," Minerva adopted a Halloween ghost voice as she pulled down the lever. She laughed as the TARDIS jolted into action.

"OK, now don't get distracted," the Doctor reminded Clara. "Remember, you are flying a time machine." But at the same time Clara's cellphone went off and her mind immediately flicked to Danny. "No, no. Don't you get…" the Doctor rushed over and took the phone from her, tossing it to the side. "No, Don't! Don't, don't. Just ignore it."

"We've landed," Minerva announced. "And the coordinates seem to be on track."

Clara shook her head, mildly alarmed however. "Sorry - I think I got distracted."

"No, no, no, no, no - the date's fine," the Doctor swiped Elias from the floor and headed for the doors. "Come on!"

Minerva walked past her. "I expect a loud little girl somewhere around here."

Clara struggled to take her hands from the TARDIS telepathic field and eventually joined them outside the box. They stepped out into a dark night where a rather large building stood.

"The West Country Children's Home. Gloucester - by the ozone level and the drains, mid-'90s," the Doctor concluded after a moment. "You must have been here when you had the dream."

But Clara crinkled her nose in rejection. "Never been to Gloucester in my life and I've never lived in a children's home."

"You probably just forgotten - have you seen the size of human brains, they're hilarious."

"I can vouch for her - she's never been here," Liv frowned at the place.

But of course the Doctor was already midway towards the building. "Little you must be in here somewhere, with your little brain."

"Isn't it bad if I meet myself?" Clara made it two steps after them before Minerva blocked the way. Being far taller now, Clara stumbled quite back.

"It is potentially catastrophic," Minerva agreed with a slight nod of her head. "Which is why you should remain back in the TARDIS."

"What-"

"Clara, please don't make me say it again, it's tedious having to repeat myself now." Clara sighed and with a hand she gestured she would listen. "See you in a minute," Minerva called and then hurried to catch up with the Doctor.

"But wait-" Clara called to them again, "If I had have been distracted, what would have happened?"

"We would probably have ended up in the wrong place." The Doctor turned back. "But don't think we have, cos the time zone's right. We won't be long."

Clara remained by the TARDIS as she watched the aliens head inside the orphanage. Liv took a walk around and spotted a young black boy on the second floor window staring down at them.

"Clara, look," Liv nodded up to the boy.

Just as Clara stepped forwards the boy opened up his window. "What are you doing down there?"

"Nothing," Clara coughed awkwardly. "Er... I'm just... What's your name?"

"Rupert."

"Oh. OK. Hello, Rupert."

"Rupert Pink. It's a stupid name."

"No, it isn't," Clara shook her head. "I know somebody called Pink."

"I meant Rupert. I'm going to change it," Rupert declared determinantly.

"Why are you awake? Are you scared?" Clara began to wonder back to the Doctor's words. The boy gave a nervous nod, confirming Clara's suspicion.

~0~

"It's dirty," Minerva remarked as they walked down a gloomy hallway illuminated by the Doctor's sonic screwdriver. She sighed after a moment. "Maybe I should have waited with Clara-" the Doctor sideways glanced at her, "-it just reminds me of the Silence…"

"Never again," the Doctor promised her, leaning towards her to kiss her cheek.

Seeing his Mommy down, Elias ventured to do the same and pushed himself in the Doctor's arm. Minerva took on the toddler and instantly received a kiss on her other cheek. "All better!" he exclaimed happily.

Minerva smiled at him and planted a big kiss on his forehead. The Doctor stopped and made a mock "ahem" to get her attention. She raised an eyebrow, pursing her lips together. He tapped his lips.

"It's only fair," he said logically.

Minerva's lips spread into a smile. She leaned and pressed a small kiss to his lips. "Can't exactly do more than that at the moment, can I?" she raised an eyebrow.

"Unfortunately," the Doctor mumbled but did not go before getting another kiss from her.

"Yuck," Elias covered his eyes while his parents continued down the hallway.

They came across an inner office where only the lot television cast off some light. As they came in an older man walked out and was surprised to see them there.

"How did you get in?"

"Through the door where else?" responded Minerva with a tad of annoyance. She was beginning to understand why the Doctor became annoyed with some humans - they ask stupid questions!

The Doctor pulled out his old psychic paper for the man to see. "An inspection?" the human blinked rapidly. "It's two in the morning!"

"When better?" The Doctor smirked and put away the paper. "Do you always work here nights?"

"Most nights, yes."

"Ever end up talking to yourself?"

"All the time - it's this place…" the man gestured to the room, "...you can't help it."

Minerva was looking around the room without trying to hide her dislike for it. She could not help the memories that would surface the more time she spent there. Eyes laying on a mug of coffee on the table seemed to be the distraction she needed. "What about your coffee?"

The man sent her an odd look for the question. "My coffee?"

"Yes," Minerva languidly raised her gaze up to the confused man. "The coffee. Do you put it down and look around only to see that it's not there anymore?"

The man looked at the two aliens with a kind of look that asked what any of this had to do with an inspection. "Everybody does that."

"Yes. Everybody," the Doctor agreed. The television from the other room suddenly turned off, leaving an eerie silence. "Who turned your telly off?" he asked as the man peered into the other room.

Elias tugged on Minerva's sleeve. "Mommy, is it the ghost?" he whispered. "Casper?"

"No, not that sort..." Minerva had trailed off when she returned her gaze to the mug of coffee...and saw that it had disappeared.

~0~

Clara found Rupert's bedroom without getting caught by anyone. Liv had made herself invisible in case anything went wrong and the boy thought he saw a 'Ghost'. That would probably scar him for years to come.

"A boy sitting on the floor in the dark," observed Liv as they walked into the room and saw Rupert simply sitting in the middle of the room doing nothing but staring. "That's not welcoming…"

Clara ignored her and walked further inside. "Hello."

"Hello," Rupert greeted but didn't move from his spot.

"Nice room," Clara grabbed a chair to sit on. "You know, you should have more than one chair. What do you do when people come 'round?"

"Sit on the bed."

"Why aren't you sitting on it, then?" Clara noticed the quick flicker of Rupert's eyes towards the bed. "Do you think that there's something underneath it?"

"Kids, always thinking there's something under the bed," Liv chuckled. "There was only one child I had that wasn't preoccupied with that." Clara gave her an expectant look. "Amelia Pond - she was more worried about the crack on her wall that had prisoner's voices coming out of it. You know, that sort of thing."

The expression on Clara's face was phenomenal. If there was anything she wished for in the world of the TARDIS and time travelers it was to meet the famous Ponds.

"What are you looking at?" Rupert asked, snapping her out from her thoughts. In his view, Clara was staring at nothing since Liv wasn't technically there for him.

Clara blinked and turned her attention back to him. "Listen, um, everyone thinks that there's something under the bed. That's just how people think at night."

"Why?"

Clara stared at the boy for a minute, pondering on what she already knew. "Did you have a dream, a hand grabbing your foot?" Rupert remained silent. "You have, haven't you? You've had that exact dream."

"How did you know?"

"Well what do you know?" Liv sounded in awe. "The Doctor was right. Perhaps there is something more to this. Clara, I think I'm gonna go find them."

Clara waited until Liv disappeared before continuing with Rupert. The poor kid seemed so scared she wanted to show him there was nothing to be afraid of. "Do you know why dreams are called dreams?"

"Why?" asked Rupert.

"Because they're not real. If they were, they wouldn't need a name," Clara concluded and got up.

"What are you doing?" Rupert slowly pushed himself up when Clara headed for his bed.

Clara bent down to look underneath the bed. "Do you know what's under there?"

"What?"

Clara smiled suddenly. "Me!" She said and crawled underneath the bed. "Come on! It's perfectly safe."

Rupert slowly walked up to the bed and crawled underneath just as she wished. Both of them laid flat on their back.

"See?" Clara whispered. "Nobody here. Except us."

Rupert still wasn't completely convinced. "Sometimes I hear noises."

"It's a house full of people, of course you hear noises," Clara would've shrugged if the space allowed for it.

"They're all asleep."

"They're all dreaming," Clara countered.

"Can you hear dreams?"

"If you're clever enough, but they can't harm you. You know, sometimes we think there's something behind us - and the space under your bed is what's behind you at night. Simple as that. There's nothing to be afraid of."

Of course, then they heard a creaking noise above them like if someone had just taken a seat on the bed.

"Who else is in this room?" whispered Clara, her eyes drifting upwards.

Rupert could barely hold his breath. "Nobody."

Clara was trying to look for a more logical explanation, although a good part of her wished Liv was still in the room to tell them who had come in. "Someone must have come in."

"Nobody came in," Rupert assured it was just them.

Clara sighed and ventured to find out herself. She saw someone sitting on the bed underneath the white sheet. "Hello?" she spoke to what she believed was just one of the other kids. Meanwhile, she helped Rupert out from under the bed. "Who's this? This is a friend of yours playing a game." Rupert shook his head but Clara still didn't believe him. "Playing a trick, are you, hey, a little trick on Rupert here?" but the figure silently rose from the bed. "OK. It's not funny this, you know."

"It's really not," agreed Minerva who turned on the bedroom lights. Clara was surprised to find the blonde inside as well as the Doctor and Elias, both of whom had taken a comfortable seat on a chair with a large children's book.

"Where is he, El?" The Doctor asked the toddler who quickly slapped a hand over the page.

"Dere!"

"Really?" the Doctor leaned forwards to see the page better. "I can't find him."

"Dere!" Elias repeated with a soft grown of annoyance.

"Who are you trying to find?" frowned Clara.

"Wally. He's nowhere in this book."

Liv popped in, but Rupert couldn't see her again. "I go to get the Oncoming storm and he's playing 'Where's Waldo'."

It was Rupert's turn to frown. "It's not a Where's Wally one."

"How would you know? Maybe you just haven't found him yet," countered the Doctor.

"He's not in every book."

"Really?" the Doctor seemed quite offended. "Well, that's a few years of my life I'll be needing back."

"Don't you wish you could take back the senseless nights sleeping on the couch too?" Minerva smirked at him, making the Doctor remember such nights he was forced out of their bedroom because he insisted on finding every last figure in the books.

"Can someone please focus on whatever the hell this is?" Liv didn't think she would have to remind them that there was a creature right on a child's bed, hiding like an actual child!

Deciding it was better than reliving such arguments, the Doctor agreed with Liv. "Are you scared?" he questioned Rupert as he handed Elias to Minerva, the boy refusing to let go of the book. "The thing on the bed, whatever it is... look at it. Does it scare you?"

Rupert spared the creature a glance. "Yes."

"That's good. Want to know why that's good?"

"Why?"

"Let me tell you about scared," the Doctor went up to the little boy amd took one of his hands. "Your heart is beating so hard, I can feel it through your hands. There's so much blood and oxygen pumping through your brain, it's like rocket fuel. Right now, you could run faster and you could fight harder you could jump higher than ever in your life, and you are so alert it's like you can slow down time. What's wrong with scared? Scared is a superpower. It's your superpower. There is danger in this room and guess what? It's you. Do you feel it? Do you think he feels it? Do you think he's scared? Nah! Loser! Turn your back on him."

"What?" Rupert blinked.

"Yeah, turn your back on him, come on. You too, Clara," the Doctor passively said while reaching for Minerva's hand. All of them headed for the window. "Clara, your back, now. Do it, just do it now, turn your back. Do it now, turn your back. Lovely view out this window."

"It's dark," Minerva said like it should have been obvious this was all they would be seeing.

"Lovely dark," the Doctor corrected for Rupert's sake. "We'd never see the stars without it. Now. There are two possibilities. Possibility one - it's just one of your friends standing there, and he's playing a joke on you. Possibility two - it isn't."

"So, plan?" Liv coughed for their attention. "Plans are good."

"Oh, I got one," Minerva beamed but stayed looking at the window. "You on the bed - yeah I'm talking to you - you better go in peace. I mean, if you want to stay hidden fine - we can respect that. Just leave."

Clara was about to tell Minerva that was the silliest plan ever...but then she heard the springs of the bed creak. "Is it gone?"

"I could look," Liv volunteered. "Not like it can see me."

"We made a promise," the Doctor reminded. "Don't look round, not yet."

"I can't hear anything," Rupert spoke up.

"Don't look 'round."

But Rupert began doing the opposite and turned his head.

"Young man what did we just say?" Minerva caught him midway. "Follow Elias' lead, please," she gestured to the toddler who'd covered his eyes with his hands.

"But what is it?" Rupert asked, slightly irritated no one would answer his questions.

"Imagine a thing that must never be seen. What would it do if you saw it?" asked the Doctor in return

"I don't know."

"And neither do we so close your eyes," Minerva promptly responded. "All of you do it now. We need to give it what it wants. Prove to it that you're not going to look at it. Make a promise - promise you're never going to look at it."

Rupert shut his eyes hard. "I promise never to look."

"The breath on the back of your neck... like your hairs standing on end... that means don't look 'round!" the Doctor said just before there was a loud slam of the bedroom door.

Clara, Rupert and Minerva turned quickly to find they were alone again while the Doctor followed slowly.

"Bye!" Elias waved at the door.

"He took my bedspread," Rupert frowned at his empty bed.

"Oh, the human race-" the Doctor rolled his eyes, "-you're never happy, are you?"

"Am I safe now?" the boy asked in return.

The Doctor busied himself with a toy robot nearby but nonetheless answered...in his own way. "Nobody's safe, especially not at night in the dark, anything can get you, and you're up here all alone…"

Minerva loudly cleared her throat to cut him off. He turned to her only to find little Elias staring at him with a quivering lip. "What were you saying now, dear?" Minerva challenged.

"You're awful," Clara declared at the Time Lord. "Let me take a whack at it, alright?" She picked up a box of toy soldiers from a shelf and walked to the bed where Rupert had taken a seat at. "These yours?" she began taking some of the soldiers out.

"They're the home's," Rupert replied.

"They're yours now."

"People don't need to be lied to," the Doctor sighed.

"Oh but I bet you'd tell your little boy anything to make him feel better," snapped Clara.

"Got you there, dear," Minerva smirked while the Doctor huffed. "It's a double standard."

"See what I'm doing?" Clara had lined the toy army men around the bed for Rupert. "This is your army. And they're going to guard under your bed." She grabbed the nearest one. "See this one? This is the boss one, the colonel - He's going to keep a special eye out."

"It's broken, that one. It doesn't have a gun," Rupert pointed to the plastic soldier.

"That's why he's the boss," Clara smiled. "A soldier so brave he doesn't need a gun. He can keep the whole world safe. What shall we call him?"

Rupert thought fast. "Dan! Dan, the soldier man. That's what I call him."

"Good. Good name."

"Yeah. Would you read me a story? It'll help me get to sleep."

At this the Doctor walked over without a word. "Once upon a time…" he put an index finger to Rupert's forehead and immediately made the boy fall asleep, "...the end. Dad skills."

"I don't know who you've been fathering because you haven't done that to my son," Minerva put a protective hand over Elias' head. "And you won't," she turned around and walked out of the room first.

They returned to the TARDIS and de-materialized at once before anything else happened. After Minerva set Elias down on the chair, she turned around to the others, specifcally Clara.

"We gotta talk," she announced, getting the human a bit on edge.

"What? Why? What I'd do!?"

"We didn't see another version of you," Minerva pointed out, the Doctor humming in agreement. He'd been thinking about it too and couldn't understand why they ended up with young Rupert instead.

"I got distracted," Clara shamefully admitted.

"But why that particular boy?" the Doctor inquired finally. "You don't have any...you don't have any kind of connection with him, do you?"

"No. No, no, no, of course not!" Clara shot down any assumptions he may have been getting at. "Why do you ask?"

"Clara, the TARDIS was slaved to your timeline. Theoretically, there should have been some connection," Minerva continued to eye the brunette in case she wanted to confess something.

"Will the kid remember that, though?" Liv curiously asked. "I mean, cos...that could seriously mess him up for the rest of his life."

"Scrambled his memory, gave him a big old dream about being Dan the soldier man," the Doctor shrugged carelessly.

"Good," Clara nodded, but her distraction had proved to be more than just a simple distraction.

Minerva was on that fast. "Whatever happened on that date can be fixed, Clara." Hearing her name, Clara's eyes snapped to the blonde in surprise. "I mean, if you really like this man then why end things there? Nothing has to end bad here."

Clara sighed and thought for a moment, deciding this was something she truly wanted to work out. "I am sorry to ask, and I realize this is probably against the laws of time, or something...um...could you do me a favor?"

"What is it?" the Doctor asked her in suspicion.

Minerva, on the other hand, smirked and headed for the console. "Oh haven't you seen it yet, Doctor? She wants to go back to that date."

Clara sheepishly smiled at the Time Lord.

~ 0 ~

The TARDIS materialized just across the restauraunt from where Clara had her dinner date. As Clara and the two aliens stepped out, they were able to see the version of Clara from earlier hurriedly walking down the street.

"Is that what I look like from the back?" Clara tilted her head.

"Next time you might want to go with a nice pants-suit," Minerva said, surprising Clara by the bluntness, and walked back inside the box.

"Okay, she's just as rude as you are now," Clara huffed at the Doctor and started for the restaurant again.

The Doctor smirked and returned to the TARDIS.

"Elias, give that back to Mommy," Minerva was trying to get Clara's journal back from the toddler. Liv chuckled beside the chair Elias sat on. He was scribbling like mad on another empty page of the journal.

"No!" went Elias, shaking his fiercely.

"Elias, this is Clara's and she is going to be very upset when she finds her entire journal has been invaded by a toddler."

"Let it be, Minerva," the Doctor headed for the console and de-materialized them quick. "We still have to finish this."

"What?" both women turned to him in surprise. The Doctor continued to work on the console like nothing.

"You want to find another one of those creatures again?" Liv was making a wide-eyed face towards him. "Are you kidding me?"

Minerva made a gesture for Liv to back down for a minute then pointed for her to keep an eye on Elias. "Dear," she approached the Doctor quietly, "why is it so important to you?" the Doctor stopped and just looked at her. "I understand that you had this dream but...so what? It was just a dream - a dream that stays a dream eventually."

"I have to find out," the Doctor spoke just as quietly as she had.

"But why?" Minerva insisted. "What would be the point? We are just going to come across obscure creatures that do us no harm except give us a fright when we're five. Now you've had an interesting trip but...let's just move on."

"I can't just let it go," the Doctor frowned. "It's important, Clever Girl. I need to find out what it is. Please? Help me?"

Minerva upheld his pleading look for as long as she could, but from the first moment she knew it was a lost cause. "Damn you, Martian," she whispered and gave him a small peck on the lips.

~ 0 ~

Clara was going to kick herself because once again she failed date redo. But she also thought the Doctor and Minerva were playing a good hand at these continuous failures. Here she was trying to fix things with Danny when she saw an orange astronaut peeking out from the restaurant kitchen. Of course, her curiosity got the best of her and she left Danny midway again.

"I am trying to have a date - a real life, inter-human actual date!" she began to shout at the astronaut whom she believed was the Doctor. "It's a normal nice, everyday, meeting-up sort of thing, and I would just like to know, is there any other way you can make this any more surreal than it already is?"

Finally, the man removed the helmet to reveal to be, of course, not the Doctor. In fact, he looked a whole lot like Danny Pink except older and with more hair.

"Now you don't have to blame us for your failures," Minerva appeared by the TARDIS threshold, arms crossed. "And be nice to our guest."

Clara growled and followed the mysterious man into the TARDIS. "Who is this man?" she pointed a thumb at the man.

"What's gone wrong with your face?" the Doctor asked as soon as he met Clara's look. "It's all eyes! Why are you all eyes? Get them under control."

"I think her date's gone wrong again," Minerva said distractedly. "And by the way Clara, that's Colonel Orson Pink, from about 100 years in your future."

Clara laughed nervously as she glanced at Orson. "Orson Pink"

"Yeah, I laughed too," remarked Minerva who then met eyes with Orson. She clapped a hand to her mouth. "Sorry," came out the muffled word.

"Do you have any connection with him?" the Doctor walked over to Clara.

"Connection?"

"Yes, maybe you're like a distant relative or something?"

"H-How would I know?"

"No need to get nervous," Liv appeared beside Clara, giving her a side eyed look.

"You wouldn't happen to have any old family pictures of her would you?" Minerva was asking Orson. "Probably quite old…maybe a bit...wrinklier?"

"Wow she's really making an effort there," Liv snorted. Even she had realized Minerva's personality had drastically changed with the regeneration.

"How did you find him?" Clara asked the Doctor quietly.

"You left a trace in the TARDIS telepathic circuits. I fired them up again and the TARDIS brought me straight to him. So he's something to do with your timeline. And you'll never guess where I found him."

"Let's show her," Minerva picked Elias from the chair just as the TARDIS landed in the mysterious place.

Clara followed them out into a cold spaceship full of intricate machinery. She went up the first window she saw to find herself on an empty planet that looked more like a desert. "Where are we?" she asked them.

"The end of the road - this is it, the end of everything... the last planet," the Doctor gestured with arms opened.

"The end of the universe?" Clara didn't seem to buy the answer.

"Been there, done that," Minerva shook her head full of memories.

"The TARDIS isn't supposed to come this far-" the Doctor began, "-but we turned the safeguards off. Listen!"

"To what?" Clara looked around. "Silence?"

"Also been there, done that," Minerva pointed.

"This is the silence at the end of time," the Doctor explained, making Clara look look over to see Orson emptying a cabinet into a duffle bag.

"Then how did he get here?" she asked. "If he's from 100 years in my future…"

"Pioneer time traveller. Rode the first of the great time shots. They were supposed to fire him into the middle of the next week."

"What happened?"

"Isn't it clear? He went a bit far," Minerva smiled.

"A bit?"

"A big bit."

"Look at him now," gestured the Doctor. "Robinson Crusoe at the end of time itself - the last man standing in the universe. I always thought that would be me."

"Ahem?" Minerva sarcastically cleared her throat.

"With my beautiful wife of course."

"Last woman standing in the universe…" she tested it out, "...oh, it has a ring to it."

"It's not a competition," Liv flatout scolded them both.

Clara smiled in amusement and once again glanced to Orson. "He looks like he's packing."

"He's been stranded for six months, just met a time traveller - of course he's packing," the Doctor shrugged.

"You can do it, then? You can get me home?" Orson hastily came back to them.

"We just showed you, didn't we?" Minerva raised an eyebrow. "A test flight to a restaurant."

"Yes, but to my family, to my own time?"

"I would assume so," Minerva nodded.

"TARDIS goes anywhere," Elias said slowly for the man to understand.

"Is everything OK?" Orson happened to notice Clara giving him strange looks every two seconds or so.

"Yeah, fine. I'm fine," the brunette answered quick.

"You are such a liar," Liv went on beside her. "So he looks like Danny, big deal. It just means he's related or will be to you anyways."

"Do I know you?" Orson continued to ask Clara, of course still not seeing Liv there beside her.

"No, nope," Clara felt stressed suddenly.

"Is she doing the "all eyes" thing?" the Doctor mimicked Clara's supposed face. "It's because her face is so wide. She needs three mirrors!"

"Doctor!" Clara groaned.

"We can't leave immediately, though," Minerva cut in. "The TARDIS needs to recharge."

"Sorry…" Clara turned to the blonde, "what?" of course that was a lie. What she would like to know is why the need to give the lie.

"Overnight, that should do it," continued Minerva before giving Clara a sharp look, "Shouldn't it, Clara?"

"Overnight?" Orson repeated, looking far more scared than anything.

"One more night, that's... that's not a problem, is it?" the Doctor crossed his arms at the man, a challenging look etched across his face.

It was easy to see that Orson was hesitant to answer. "No. No, no problem."

"Wow," Minerva said in utter awe. "There's four people in this room and you're flatout lying..."

"No lies, lying bad," Elias chimed in his own 'scold'.

"He's so scared," Liv observed Orson, further confusing Clara. "And I'd like to know why."

"You must have seen it, too, Clara - you've got eyes out to here!" the Doctor gestured, getting a frown from her in return.

"Seen what?" Clara's eyes did a quick observation of the room but everything seemed quiet, and high tech. What could possibly be wrong except for the fact they were at the end of the universe?

"Clara, the universe is dead," Minerva pointed to the window for visual example. "Everything that ever was is dead and gone. There is nothing beyond this door but nothingness forever. So...why is the door locked?"

"Good question," Liv was eyeing said door.

Clara followed the gaze and saw for herself it was locked. "Wh-why is that door locked?"

"Please... don't make me spend another night here," Orson pleaded with terrified eyes.

"Afraid of the dark? But the dark...is empty now," the Doctor said the logical view, but even he knew that couldn't be true.

"No, it isn't," Orson glanced at the nearest window.

But nonetheless the group of time travelers decided to stay. Orson however, was given the opportunity to remain inside the TARDIS seeing his dilemma.

When Minerva emerged from the TARDIS, the Doctor had not seemed to move from his spot. "Well, Elias is fast asleep now. Although we will have to get Clara a new journal."

"What are we doing now?" Liv popped in beside the Doctor. "You look bored," she remarked at him.

"He is bored," Minerva smirked and walked up to them. "He's doing what he hates most: waiting."

"But for what?" Liv grew tired of asking but it felt like she wasn't even in control of her words. They just kept tumbling through her mouth. "For who? If everybody in the universe is dead, then there's nobody out there."

"That's one way of looking at it," the Doctor raised his gaze from a computer screen to see the window up ahead of them.

"Well, what's the other?"

"That's a hell of a lot of ghosts."

"Also been there, done that," Minerva sighed.

"Done what?" Clara stepped out of the TATDIS. But the moment she did, the interior lights of the room changed into a deep blue shade. "What just happened?"

"Now what is that?" Liv had spotted a peculiar phrase written over the airlock.

"DON'T OPEN THE DOOR" was written at the top. "Where did that come from?"

"It's always been there," the Doctor briefly explained. "It's only visible in the night light."

"But who wrote it?" Clara tilted her head.

"Who do you think?" Minerva Once again smirked. "Colonel Pink. Apparently, at night, he needs a reminder. Six months stranded alone, I suppose it must be tempting."

"What is?" Clara gave her a weird look.

"Company."

And at that moment there was a loud metal creaking from the walls. Clara nearly jumped in her spot. "What's that?"

"What kind of explanation would you like?" The Doctor wondered.

"A reassuring one."

"Well, the systems are switching to low power. There are temperature differentials all over this ship. It's like pipes banging when the heating goes off."

"Always thought there was something in the pipes…"

Minerva rolled her eyes and plopped down a chair. "Who were you having dinner with?"

Clara now had an incredulous look. "Are you making conversation? Now?"

"I'm curious," Minerva innocently gestured.

Clara supposed the distraction was better than continuing to think about the monster on the other side of the door. "I told you. A date."

"Serious?" The Doctor raised one eyebrow.

"It's a date."

"A serious date?"

"Do I have to bring him to you for approval?" Clara laughed.

"Well, we would like to know about his intentions," Minerva shrugged.

"If you like, we can pop ahead and check them out," the Doctor suggested, curious as well of who Clara was meeting with.

"Frankly, you've already done enough," huffed the brunette.

"I resent that," Minerva frowned. "Nobody forced you to come. If your date isn't working out then perhaps it's because of you and himand your curiosity not us."

"Got you there," Liv patted Clara on the arm.

Before Clara could refute that, there was a loud creaking again. The Doctor looked around just as Minerva rose from her chair. "Atmospheric pressure equalising…"

"Or?" Clara waited.

"Ghosts are here," Minerva shared a tinge of a smile.

Clara was not having the ghosts. She turned to both of them, hands on hips. "Why are we doing this? Why don't we just go?"

"Because I need to know," the Doctor persisted.

"Why? About what?"

"Suppose that there are creatures that live to hide - that only show themselves to the very young or the very old or the mad or anyone who wouldn't be believed…"

Clara nodded like she was following. "Okay…"

"What would those creatures do when everyone was gone, when there was only one man left standing in the universe?"

The answer came in the form of a metallic knock at the airlock.

Clara jumped and looked back at the door. "What's that?"

There is a metallic knocking and they both look to the airlock.

"Potentially, the hull cooling," Minerva eyed the door, beginning to feel a little afraid herself.

"Potentially?"

"Believably."

"Someone knocking," the Doctor stepped forwards while another three knocks passed. "Yes…" and as there went more knocks, he walked towards the airlock.

"Doctor, get back…" Minerva ordered in a shaky voice.

Liv popped right beside the door as soon as the Doctor approached them. "Take it from someone who's been dead and in the rooms of children - there is no such thing as a monster under the bed."

"You're dead, so you don't look anymore," countered the man. Liv groaned and looked away, but that didn't stop him from continuing. "What's that in the mirror? Or the corner of your eye? What's that footstep following, but never passing by?"

"Did we seriously come to the end of the universe because of a nursery rhyme?" Clara gaped and looked at Minerva for some help. It seemed like the blonde was finally getting over the mystery herself as the knocking grew more and more. It didn't help when the airlock handle began to turn. "That's you turning, right?"

"That is not him turning it," Liv answered, now wide-eyed at the door.

"Doctor, we need to go, now," Minerva commanded and even pointed Clara to get a head start.

"No," went the Doctor, much to her surprise.

"No, it doesn't matter anymore! Whatever is out there is coming to get us! Let's go!"

"No, I have to know!"

"Doctor!"

"The TARDIS, now!"

Minerva exasperatedly groaned. Clara then tried her hand at persuading. "Somebody is out there - now we know we can leave!"

But the Time Lord didn't move. "It's a pressure lock - releasing it could've triggered the opening mechanism."

"Is there even an atmosphere out there?" Liv looked around.

"Of course not," Minerva determinedly strode across the room to retrieve her husband. "We gotta go right now!"

"No, you have to go!" the Doctor snapped.

"What-"

"You were right - this is important to me. So get in the TARDIS and keep them safe."

Minerva made a face of an outright 'no'. "You've finally lost it, Martian! Congratulations! Now let's go!"

"I said no-"

"I AM NOT LEAVING WITHOUT YOU!"

"I AM NOT ASKING!"

Minerva stared at him beyond furious than she had ever been. "You are finally, seriously, a stupid idiot who prefers to follow a stupid nursery rhyme than keep your wife and son safe!"

The Doctor blinked in shock. Minerva was trembling from her anger, and her hazel-green eyes were narrowed on him. She didn't stick around to hear his rebuttal. She whirled around and stormed away into the TARDIS. Clara scurried in behind her.

"Are you going to be okay?" she asked as Minerva walked up to the monitor on the console.

"What's happening?" Orson's question filled in the silent void as Minerva refused to answer.

"He's opening the door," Clara said quietly.

~ 0 ~

"That's going to cost you," Liv said calmly right beside the Doctor.

"Go," he responded darkly.

Liv snorted. "As if. I'm dead - half dead anyways - and I'm not going anywhere. If there's truly been something under the bed this whole time I want to know what it was." She smirked. "How'd the rhyme end?"

"Perhaps they're all just waiting, perhaps when we're all dead, out they'll come a-slithering from underneath the bed."

The door opened.

~ 0 ~

The monitor was not able to show much when the door opened and rushed in with wind. All they heard was a violent thumping that knocked everyone to the floor.

"What's that?" Clara gasped when an alert went off.

"The alarm - the air shell's breached," Orson responded and hurried towards the door.

"YOU IDIOT!" Minerva couldn't help scream when she saw the Doctor holding onto one of the counters in the spaceship as the air was being sucked out.

~ 0 ~

"I told you this wasn't going to end well," Liv said louder for the Doctor to hear. While he held onto dear life, she stood there, completely unaffected by the new environment's conditions. "Although I'm pretty disappointed there's no monster under the bed-"

Just as the Doctor was about to slip off, Orson managed to get to him in his spacesuit. By the time Orson returned, the Doctor had been knocked unconscious from the force.

"Is he okay?" Clara asked as the Time Lord was set onto the chair beside the console.

Minerva was looking down at him with a mixture of relief and anger. "If he's not dead I'll kill him myself when he wakes up."

"Something hit him on the way," Liv popped in beside her, ignoring Orson's startled look from now being able to see Liv.

"You didn't see what I saw - it couldn't see me.

"What was out there?" Clara walked up to her friend. They could all hear series of three repeating sounds hitting the other side but no one dared to go near the door anymore.

A smile quirked its way across Liv's lips. "I don't know." Because in all the chaos and yelling at the Doctor not to let go, the creature had swept around the room without her being able to properly look at it. "And I find that freaking amazing! It's managed to evade me!"

"Congratulations," said Minerva in a flat tone. At the same time, the doors of the TARDIS rumbled as if someone was trying to get through. Minerva stepped back, for the first time unsure how to deal with the situation. Her husband was out cold and the fact her innocent son was fast asleep didn't make her relax one bit. There was a mighty hiss on the other side that kept them all silent for a couple of seconds.

"That's probably just the rest of the air escaping..." Orson said quietly.

"Yeah, sure," Liv scoffed.

Orson threw out his lie when the wood of the box started creaking. "We are safe, right? Nothing can get in here?"

"Probably," Clara looked at Minerva hopefully.

However, Minerva's attention was drawn to the Cloister Bells ringing all of a sudden. "No!"

Someone banged on the box, causing it to shake.

"Not in my home you monster," Minerva muttered and pulled the lever of the console but the box wouldn't go. "C'mon!" she rattled the lever then slapped a hand to her forehead.

"Can I do that telepathic thing again?" Clara offered an alternative, something that Minerva rapidly caught on to. "It's got my trace, right? It would take us back automatically."

"Probably not home-" Minerva walked over to Clara and brought her to the console, "-but certainly away from here and that is all we need right now."

"Good enough for me," Clara agreed and stuck her hands once more into the telepathic circuits.

"But what if she starts thinking about...you know..." Liv had whispered to Minerva and made a discreet nod to Orson.

"I'll smack her," Minerva didn't hesitate to answer.

The time rotor began to pick up speed and suddenly, gratefully, they were off and away. It landed with a violent thump but everyone remained fine. There were no more eerie noises on the other side.

"Where exactly are we?" Liv moved over to the scanner but it was not working at the moment.

"You better have paid our situation the focus it deserved," Minerva threw a warning look at Clara who gulped.

"I...should probably go check..." the brunette pointed at the doors, "...just in case."

"No," Minerva put a hand on Clara's arm, the sharpness in that simple word making Clara wince, "I will. Last thing I need is for you to be knocked out like my idiot husband."

"How are you going to protect yourself if that creature is still out there?" Orson stopped Minerva before she could make it to the rails.

"I have some powers I can use," Minerva walked around him like nothing. She stopped just in front of the doors and glanced back at the others. "I want all of you to stay in here. Look after my husband and one of you peek into Elias' room to see how he's doing."

No one dared to disobey her instructions. Minerva had assumed that Clara had once again not focused enough and they ended back in the orphanage. This time she was sure that the creature would not be as kind as to leave them alone. They needed to leave the TARDIS for some time in order for the box to reconfigure itself and for that, the environment needed to be safe.

Minerva opened the door and stepped out into a dark room. The moment her boot touched the floor she felt soft hay covering it all. There were opened creaks along the walls that allowed for a moonlight to illuminate the place. It was definitely not the orphanage. She could see a raised platform at the end of the rather large room - which she now realized was more of a barn than anything else - and on a plain bed was a crying child.

"What in the hell...?" Minerva carefully tread towards the platform. Where had the TARDIS brought them to? Or rather, where had Clara brought them? It was, after all, her trace that the TARDIS picked up on. "Clara?" she whispered, assuming the child had to be the younger version of Clara. "Clara?" she began to climb the ladder of the platform.

Suddenly, the door of the barn opened and in came a man and woman who were in the middle of a conversation. Minerva took opportunity of their distraction to crawl under the bed as a hiding spot. This wasn't exactly sounding much like Clara's parents...nor was the sobs of the child now that she thought about it.

"Why does he have to sleep out here?" the man was asking.

"He doesn't want the others to hear him crying," the woman replied.

"Why does he have to cry all the time?" the man sounded weary of the situation.

"You know why," shushed the woman.

"There'll be no crying in the army!"

"Hush!"

The two had climbed up the loft to where the child was.

"Don't pretend you're not awake. We're not idiots," the man warned said child.

The woman spoke in a much kinder tender voice. "Come and sleep in the house. You don't have to be alone! If you can hear me, you're very welcome in the house, with the other boys. I'll leave the door on the latch. Come in, any time."

After that, the couple headed away to leave again.

"He can't just run away crying all the time if he wants to join the army," the man continued with the woman, sounding pretty irritated.

"He doesn't want to join the army. I keep telling you," the woman tried shushing him again.

"Well, he's not going to the Academy, is he, that boy? He'll never make a Time Lord."

Minerva let her head drop. Of course the TARDIS would decide now to tap into Clara's multiple echo timelines! It had brought them back to the very beginnings of the Doctor himself. She managed to hear a bit of her Doctor's call and, apparently, so had his younger self above.

"Hello, who's there?"

Minerva suddenly wished she could vanish before the boy saw her.

"Hello?" the boy sat up and swung his legs to one side of the bed, particularly in front of Minerva. She knew if he got up he would be able to spot the TARDIS - with those keen eyes of his it was only a matter of time. Before she realized what she did, her hand sprung forwards and grasped the boy by the ankle.

Did I just do that? she then thought. The boy had frozen completely and Minerva realized this was completely her fault. Well, she wasn't going to let it go by without her proper attempt to make it better.

"It's OK. This is just a dream," she whispered. "Just lie back again, just lie back on the bed. It will all be okay if you just lie down and go to sleep. Just do that for me. Just sleep." As soon as she released his ankle, the boy practically jumped back under the covers.

Good going, Minerva, just scarred your husband for life. Minerva released a small breath and endeavored one last time. She got out from her hiding spot and looked down at the boy who had continued to cry again. She covered her face as she thought of another way. I am not going anywhere, she thought and closed all telepathic connection with her Doctor before he caught sight of what she had in front of her.

"Listen," she gently sat beside the boy and reached to stroke the familiar dark hair. "This is just a dream. But very clever people can hear dreams, and I know you are very clever. So, please, just listen. I know you're afraid but being afraid is alright. Because didn't anybody ever tell you fear is a superpower?" she paused to smile. "Fear can make you faster and cleverer and stronger. And one day, you're going to come back to this barn, and on that day you are going to be very afraid indeed. But that's okay. Because if you're very wise and very strong - and I know you are - fear doesn't have to make you cruel or cowardly. Fear can make you kind. You are going to be very a kind boy, a kind man. It doesn't matter if there's nothing under the bed or in the dark, so long as you know it's okay to be afraid of it. So, listen. If you listen to nothing else, listen to this. You're always going to be afraid... even if you learn to hide it. Fear is like... a companion... a constant companion, always there. But that's okay, because fear can bring us together. Fear can bring you home. And my sweet boy, you won't be alone." She leaned down to whisper, "You'll meet her soon, I promise." With her palm she created a miniature snowflake. She left it beside him for when he would look up from the blanket. "Remember this."

~ 0 ~

"One of you better tell me where my wife is," the Doctor had finished threatening Clara, Liv, and Orson up to where they didn't even know.

"Well there's no need to shout," Minerva closed the door behind her. "Has anyone checked on Elias like I asked?"

"You didn't ask, you ordered," Liv pointed out but Minerva ignored her.

The Doctor hurried up to Minerva thinking she'd gone off to face the danger on her own. "Where have you been? What's out there-"

Minerva grasped his armw before he even made a step towards the doors. "Let's go, please," she whispered.

"But where are we? Where did we land-"

"It doesn't matter now, let's just go. And don't look back, promise."

"But Minerva-"

"Please," Minerva moved her hands to his face. "I want to go."

The Doctor stared down at her for a long minute, and remembering her words from earlier he decided to just leave it all. It wasn't worth her anger nor their safety. He took Minerva's hands off his face, gave each a kiss, and led them back to the console. After dropping Orson back in his proper timeline, Clara asked to be taken to a new place instead of the restaurant.

"So...I'll see you then," Clara awkwardly backtracked to the doors. She wasn't sure where Minerva and the Doctor stood with each other, but she hoped it was somewhere better than earlier.

"Good luck with the date," Minerva gave a small thumbs up. "Oh-" she pointed and went to the second level, "-I've got something-" she dragged a hand across one of the book shelves and plucked out a small blue-flowered journal, "-for you. A new journal!" she turned around and hurried back downstairs.

"A...journal?" Clara made a face.

"Elias wrote in yours up until the last page," Minerva shrugged. "Figured you could use another one. Don't worry, we'll get your other pages moved later."

"Okay, thanks," Clara took the journal with a nod and headed for the doors.

"And try not to talk so much this time!" Minerva called, not even noticing Clara's brief glare of offence.

Liv laughed. "C'mon!" she said to Clara before disappearing.

Minerva sighed and turned around just as the door closed behind her. She met eyes with the Doctor, and suddenly awkwardness filled the air. "I'm...going to check on Elias."

The Doctor couldn't have gotten a word in before she hurried out of the console room. He thought about following her to talk, but he wasn't quite sure if she wanted that yet. This regeneration sure proved to be a much different Minerva than her previous ones. Even he was truly stumped sometimes with her.

~ 0 ~

Hours had passed inside the TARDIS, and while Minerva watched over Elias, her mind was completely somewhere else. Finally, she decided she wouldn't leave things like this, no one deserved that. She walked up to Elias' crib and leaned down to kiss Elias' hair.

"Sleep well my mini-Martian," she whispered and covered him a bit more in his blanket.

She walked out of the room and made a beeline for the kitchen.

~ 0 ~

Needless to say, when the Doctor got a strange couple of hums from the TARDIS he was a bit concerned. She usually did that whenever something was wrong. In fact, he strictly remembered her doing that when Minerva was suffering from her Moontsay crystal. But now there was Elias as well - what if something was wrong with his son!?

"Elias!?" he rushed into the corridors. "Minerva!?" he wasn't sure which name he should be calling out, perhaps both?

The TARDIS rearranged rooms for him in order to find the person that "needed his help". He stumbled into the kitchen and found Minerva standing beside the table - which was full of a nice dinner meal - and pouring herself a glass of...wine? Was that wine?

Minerva looked at him with a bashful smile. "I like wine now," she said as if it was still surprising her.

"What's...what's this?" the Doctor was careful in taking a step forwards. She didn't look mad, but he'd be damned if he fell for that one again.

Minerva put down the glass and walked towards him, ignoring his small flinch, and encased him in a big hug.

"I'm...confused…" he said slowly.

A couple minutes passed before she pulled away. "What if there was nothing?" she questioned, further confusing him. "What if there never was anything? Nothing under the bed, nothing at the door. What if...the big bad Time Lord didn't want to admit he's just afraid of the dark." She smiled and cupped his face. "You are the bravest man I have ever met, but I know that even you get scared. And you should be able to just tell me these things."

"Minerva…" it was clear the Doctor was not comfortable with this topic, which made Minerva even more determined.

"There's no shame in admitting it."

"I don't..."

"Just tell me, tell me that you were afraid."

"Minerva-"

"Tell me you were afraid, Martian," Minerva leaned closer. "Tell me you were afraid of the monster under the bed." There was a strange flash of emotion across the Doctor's eyes. He sighed and let his head hang, as if he were in shame. Minerva pressed her forehead to his. "It's okay my Martian."

"I...was afraid," he whispered faintly. Minerva's lips spread into a small smile. "I was afraid...and I wanted to know what it was…"

"There we go," her blue eyes looked up at his, "That's all you needed to say to me."

"It's hard…" he admitted. "I don't...I don't like being afraid…"

"It's okay," Minerva assured. She pressed a kiss to his lips and smiled once more. "I think we can finally put this whole matter to rest, don't you think?" the Doctor nodded, figuring it was for the best now. "There we go. And now that you've admitted it...we can have some nice dinner," she made a gesture to the table. "Sort of my way to apologize for my words earlier."

"It smells delicious," the Doctor kissed her cheek. "Although that wine..."

"I won't have a lot, I promise. But c'mon..." she walked them to the table and pulled out two chairs for them. However, the Doctor pulled her onto his lap with a rather keen smirk on his face. She laughed and kissed him before they finally got onto dinner.


Author's Note:

Sorry for the lateness but here's the chapter! I always thought this episode was a little weird with some unexplained things. I always wondered how the TARDIS linked Clara to the Doctor's younger self in that barn like...was it her echoes the TARDIS tapped into? Or...what? I don't know, that was just me.

For the Review:

Yeah, the regeneration was something I thought of at the last moment. I did it because I wanted to have a completely different Minerva for the run of 12 that would eventually have Missy too. Well with Minerva added in there some things will have to change with the Doctor & Missy considering the things the Master had done to Minerva in the past. When you say 'friendship' did you mean friendship between Minerva and Missy/Master? Or her friendship with someone else?


Well, that's pretty much it for now! As usual, thank you for reading and leave a comment or a thought if you'd like! :)