Hello everyone! Thank you so much for reading and reviewing! I'm sorry I haven't updated in a while, but here's a new chapter. Enjoy and as always feedback is much appreciated.

Clara sat stunned, holding the Doctor, who was clutching his chest as if at any second it would disappear. "Doctor, what do we do?" She asked trying to keep calm. But that was very difficult to do when the man who was supposed to have the answers was staring off into space looking as terrified as Clara felt. "Doctor, what do we do?" She repeated.

At the sound of her voice, the Doctor turned to her and stared into her soft brown eyes. She stared back into his, which she found had transformed into a frightened old man's whose world was collapsing around him. "I can feel it." The Doctor said weakly, having only one heart running was taking its toll on his body. "I can feel death setting in."

"Don't say that." Clara bit back tears.

The Doctor shook his head weakly. "I've died before. Ten times, in fact. And you know what made it all right?" The Doctor stopped to catch his breath, then said. "I always knew that when I died I'd come back as the same person. Sure I'd have a new face, a new body, a new personality, but in the end I was always me. Always the Doctor. Not this time and that's what scares me. Whoever walks away after this won't be me."

Their eyes locked. The Doctor's eyes gazed sadly up at her, but she could tell he wasn't really looking at her. His eyes were full of memories; she wondered how far back they went, how many people he remembered, and how many places? His eyes were an old man's who wanted to remember a better time, the past. Because whatever was coming in the future was going to hurt.

"Clara?" He was staring at nothing; she didn't even think he could see her anymore, but he was calling her name and she had to respond.

"Yes, Doctor. I'm here." Clara said softly whispering into his ear.

"Clara, before I… go please run. Get away from here. Get back to the TARDIS or get up onto the streets. I don't care, but run." He was speaking quickly, with all the strength he had left.

"I'm not leaving you." She said firmly.

"Then you are going to die." He said plainly. Then, more quietly. "And I'll be the one to kill you."

Clara blinked. Hearing him say it, he sounded so resigned to the fact that it was going to happen, she felt like there was no chance left. She'd tried her best, but her best hadn't been good enough. When it came time for the Doctor to need her, she'd failed.

Tears sprung to her eyes as she said. "You'd never do that."

"I wouldn't, but whoever I become will."

"Shut up!" She cried suddenly. "Shut up, Doctor! Shut up and think, because you are not going to die! Not here! Not now!" She grabbed him and shook him hard, hoping against all else that a solution was out there.

"Clara…" He started sounding despondent.

"I said think! Use that big brain of yours! You've seen so much, been so many places, surely there's an answer out there somewhere! Think!"

The Doctor closed his eyes and concentrated. For a moment, Clara thought that he'd fallen asleep, but then his eyes shot open, a smile grabbed his pale lips and he whispered excitedly. "Clara prop me up."

Clara did just that, which was quite hard since he was a full nine inches taller than her. But soon she had him standing up, although he was leaning on her for support.

"Clara let's get moving!" He cried with new found energy. "We've got to get to the TARDIS!"

"Why?" Clara asked. "What are we going to do?"

The Doctor smiled excitedly. "Two words. Chameleon Arch."