He could hear her banging against the TARDIS door. He closed his eyes and inhaled deeply. He knees started to protest at his crouching position.

Maybe if he didn't answer, she'd think he was asleep.

He felt a tingling up his arm and realized he'd electrocuted himself on the exposed circuit of the TARDIS. It was an unfortunately common occurrence when he was distracted. He let out a sigh and laid the sonic screwdriver down by his feet. He thought she'd at least give him until morning before he had to explain himself. It had been less than ten minutes, probably just enough for her to pull on a sweater and shoes. It had barely been enough for River to run out of his head and back to her camp. In that time he'd started fiddling with one of the panels outside the door to his room to try to calm himself down.

"Probably afraid I'd run off without her." He sighed, running a hand through his hair, still mussed from his attempt at sleep. "Tempting."

The TARDIS made a humming noise of disproval.

"Oh, you didn't even like her until a week ago." He snorted back.

The TARDIS hummed again.

"I see your point." He sighed, tapping on the wall. "Doesn't mean I like it."

The TARDIS went silent and much to the Doctor's relief it seemed Clara had forgotten her key again. He could hear her yelling in the distance through the door.

"Open this door you-" She trailed off in to a list of Gallifreyan curses, a habit he'd noticed she'd developed.

He shifted from his crouch and sat down on the floor. No, of course he wasn't going to run off on the only other Time Lord in existence who'd been on Gallifrey. River… for that, River didn't really count.

He knew he had a hit or miss piloting ability. Maybe he'd run off to the 16th century for a few minutes to her, or it could be thousands of years and she would be there still, nose wrinkled in anger. Maybe a different face or different hair, but somehow he knew Clara Oswald would find him no matter how far away he could run. He had explaining to do and she would track him until he did. He'd kissed her, while a young version of his dead wife had waited for him to return.

"The Doctor lies." He sighed sadly. He sincerely hoped this hadn't made River lose hope in his younger self.

He'd been puzzled by Clara when she was his impossible girl and now she was a Time Lady. She'd rarely left the forefront of his mind since he'd met her as a governess in Victorian London. Now she was psychic and unintentionally leaping in to his mind. He theorized that his mind expected her to be in there anyways.

"With my wife. My mind expects her to be there when my wife is there." He groaned and closed his eyes again. "No, no this is too soon. I am not ready for this."

Did he care for Clara? Of course. Was she now a being that knew almost everything about him? Yes. Did he find her attractive? Emotionally, yes. Physically? Yes. Did he… love her?

"I love her, I love all my companions… except Adam… does he even count as a companion?" He shook his head, trying to get his mind back on track. "Am I in love with her? No."

The TARDIS hummed again.

"Not yet." He amended and that seemed to appease the ship. He opened his eyes. "All right, you don't… start in love, do you? That sort of… happens later on and the kiss was brilliant, short, and she was a little stiff but still-."

It felt wrong though. His had just learned about his wife, and then seen her dead, but yet in so many times and places she was still alive. He would probably run in to her again, numerous times. It wasn't uncommon for there to be some awkward overlaps in the timelines of Time Lords, but he didn't imagine Clara or River wanting to feel like they were being two-timed. When he'd mentioned trying something with Clara, he'd expected it to not come up again for a few years. He though maybe, when Clara had adjusted to not being human and his hearts had healed more from River. It had only been a few days.

"Of course Clara might not be interested." He continued to himself.

"Oh, Clara is interested."

"All right, she's interested. But she can't be a rebound for River, she'd too special for that."

"Because she's a Time Lady?"

"No because she's-Clara!" He looked up and saw the object of his thoughts watching him, dressed in a bathrobe and flip-flops.

"TARDIS let me in." She said with a smirk. "She's warming up to me, so are you it seems."

"Traitorous time machine." He murmured.

The TARDIS made several short humming noises that Clara interpreted as a snicker.

"And I was a little stiff because we were arguing, in your head, and then you kissed me, in your head. That didn't really happen." Clara continued. "Anyways, I keep showing up in your head when your wife is there because…?"

"Oh shut up." He groaned.

"You're the one who kissed me, Doctor."

"Because I find you…" He flailed his arms around as he always did when flustered. "because I've been thinking a few things-that maybe you were right when you said I was moping."

"And?"

"And, maybe you… you could h-" He wrinkled his nose at the word he was about to say. "help me…move on from River."

Clara raised an eyebrow.

Her plan had been to barge in and try to drag some answers out of him, but it turned out when he believed he was alone was when he'd reveal the most. He revealed he loved her and admitted to the possibility of one day being in love with her. He found her attractive and still, when believing arguing with himself, said that he liked her for more than being a Time Lady.

However, he was also panicking. Panicking that he was dishonouring River's memory by moving on too soon and that he would mistreat her. Most of all though, he'd asked for her help with something very personal.

It made her feel all warm and fuzzy inside.

Did she love the Doctor? Of course. Just meeting him made most people fall partially in love with him. Was she in love with him? Probably. She'd never been in love before, so she couldn't say for sure, but she couldn't imagine being torn apart and dying time after time for anyone else. She loved him when he was an old man living in 1963, with his crazy fashions over the years, and his current baby face. She was giving up all she knew for him… of course she wasn't just going to tell him that. He'd have to work for that information.

"Well, I think we've been through an awful lot the past little while." Clara stated, tilting her chin up. "I've changed species, we saved the universe, lost some loved ones, I think I would be willing to be seen out dancing with you, with the girls. Maybe, we could think of it as... sort of... not quite a date? But a start?"

Her statement seemed to pull the Doctor out of his thoughts. "I am a great dancer." He insisted, crossing his arms over his chest and blowing his bangs out of his face. "I don't know why no one believes me. I will show you and your friends."

Clara rolled her eyes, but her smile widened. That was a yes. "Because you're horrible at it." She paused a moment standing on her tiptoes and pressing a kiss to the Doctor's cheek. "I'll see you in the morning then, yah?" She turned and headed down the hall to exit the TARDIS. Her mind at peace for the night.

The Doctor touch his hand to his cheek. "Uh…yah…"

The TARDIS hummed.

"Oh shut up. I preferred it when you hated her."

Before there are complaints, I know it's slow going. I always prefer the build up to relationships.

Out of curiosity, thoughts on Doctor 12 casting? Initial reaction for me was "no way, I love Matt Smith, he cannot be replaced." I also had that reaction for David Tennant though, so I'll probably enjoy Peter Capaldi once I see him as the Doctor. I have a very short term memory it seems.