There was a crowd filling in around them noisily and Clara's grip on Maddie's hand tightened as the warmth of the sun began to thaw the numbness of sleep from their limbs and slowly the world appeared. A world of the Doctor's creation, she knew, and she smiled for a moment before confusion settled in and she looked around at the children strolling along happily with parents, tinker music beginning to accompany the pungent scent of popcorn and cotton candy. And somewhere in the distance, through the light tweets of small birds and the static of a thousand conversations at once, she heard the faint roar of a coaster and the screams of its riders.

"Mummy," Maddie called out, inching closer to her, "Where are we?"

Out from between a man peddling what seemed like a few hundred balloons and a cheerful family getting their photo taken in front of a castle, the Doctor was making his way towards them with something dark held between his hands and Clara could see the grin on his face as he looked between her and her daughter. She sighed at the purple suspenders he wore and then she frowned at the empty space at his collar, looking to him for some explanation to everything as he extended his arms towards Maddie, handing her an odd object the girl stared at curiously.

Turning it over in her hands, she gasped, fingers trailing over her name embroidered in bold letters into the dark fabric in blue and then she popped it open and laughed, exclaiming, "It's a funny hat!"

It was a hat with ears and Clara recognized it immediately, head snapping up to ask, "How did you know?" as she looked around understanding they weren't just in any amusement park – they were in a Disney amusement park, standing in the middle of Main Street on a perfectly sunny morning.

His hands wrapped around one another as he bent forward and whispered, "Mutual friend of ours said this might be a good idea," then he inched back nervously, adding with a squeak, "Unless, of course, this is a terrible idea," his hands opened before him, gesturing at Maddie as he continued, "I've been, and I thought I'd share those memories with her because she ought to have them, but we can..."

She stopped him with a smile and a shake of her head, looking down to watch her daughter affix the hat onto her head with a wide grin and then a mighty giggle, asking again, "Is this Disney World, mummy?"

The Doctor answered brightly, "Yes, Maddie, it is – we're in Florida!"

"We've crossed an ocean without a plane," Maddie laughed. Then she sighed, her grip on Clara's hand loosening to a comfortable hold as she stated, "I love dreaming."

Before Clara could respond, the Doctor clapped his hand together and gestured, "Venturing to our right, we enter the fabulous world of the future where we can shoot aliens and ride spaceships high in the sky; turning to our left takes us into the land of adventure where we can cruise with snakes and alligators and explore a world of pirates from the safety of a boat, and any way we go, we'll end up surrounded by whims of fantasy and back around again." Pointing, he called, "Madeline Oswald, the decision is yours!"

Glancing down, Clara watched Maddie bring her free hand up, fingers pinching over her chin as her mouth pushed together in a wrinkle of consideration and then she snapped her fingers and pointed, shouting, "Snakes and alligators and pirates!"

He reached down, lifting her as she squealed to plant her atop his shoulders and then he held out a hand, fingers wiggling slightly in the same way Clara generally did for Maddie, and she laughed, taking the Doctor's hand as he lead them away from the view of a castle and the neatly trimmed lawns and rose bushes towards a bridge over which they found exactly what he'd said they would.

She wished she had a camera that could document each and every moment of this dream, watching her daughter run around a set of totem poles with funny faces that spit water down on her as she squealed, or screaming at fake hippos in a jungle, or squish into her side as their boat rolled over a drop in the dark before they laughed at the silliness of make-believe pirates. Clara enjoyed her daughter's laughter as they rumbled through a dessert mountain on a coaster and her worried eyes, widening as they reached the top of a hill that fell into a briar patch, and the way she giggled through a set of animatronic bears singing folk tunes neither of them recognized.

And then she nearly cried, if it were possible in the same way in dreams, as her child flew on an elephant, and took a trip with a bear, and was whisked away over the fake skies of London by a boy who'd never grow old. Maddie met a fairy godmother dressed in pale blues just beside a fountain who helped her make a wish, and she looked upon a beanstalk devouring the side of a tavern, and she sat on a colorful horse as they made their way around a carousel. Her daughter danced towards a sword that refused to budge from its stone, and she twirled her way through a tree house she lamented wasn't her own.

By the time they'd reached that wonderful world of the future, as the Doctor had promised, Maddie was lying against his left shoulder, sleepy eyes still taking in as much as they could as they walked in the darkening world. They skipped the blasters and the ships that made Clara dizzy merely watching them going round and round above them, and they made their way back to the pristine lawns where the trees were beginning to sparkle slightly and Maddie sat next to Clara patiently beside a white fence behind which a family of ducks were waddling about, squabbling with the ground for food.

"What are those?" The girl asked, pointing towards the trees. "They twinkle."

"I think," Clara whispered in her ear, "They're fireflies."

Maddie turned to her, tired eyes enlarging as she questioned, "What are fireflies?"

Smiling, she explained, "They're little bugs with lights in their body, so as they fly around, they light up."

"Why?" Maddie questioned, brow dropping heavily.

Shrugging, Clara answered, "Because it's dark when they wake up, I suppose."

Giggling, the girl told her, "I wish I had light up body parts. Like those trainers. I'll just stomp my feet and they'll be like sun shoes."

Glancing up at the Doctor, standing there with a tray on which sat three bowls of ice cream she could see were piled high with toppings, Clara smiled and told him, "I don't think you've picked up enough dessert."

Head whipping over to look at the bowl being placed in front of her, Maddie gasped a smile as she took the spoon the Doctor offered and began looking it over, trying to find the just right place to begin her assault, choosing a chocolate drenched bit of strawberry ice cream, and a bite of banana that sat neatly underneath. Watching her daughter settle the spoonful into her mouth with the tiniest of satisfied moans, Clara laughed lightly before looking back to the man still standing.

The Doctor sat to Clara's left and he listed drearily, "Two scoops of plain vanilla, with chocolate drizzle," before settling her bowl in front of her and handing her a spoon.

"I happen to like plain vanilla," she told him confidently, straightening in her chair to poke at her dessert, eyes drifting to her daughter, happily eating away. A part of her understood then, that it was all a dream, and she missed the times she treated her girl to something like this for special occasions, or simply really long weeks where Clara needed something ridiculous that came with Maddie's excited squeals.

Gesturing at his bowl, almost more piled up with toppings than Maddie's, the Doctor replied staunchly, "And I happen to like chaos." Then he turned and told the little girl meekly, "In my desserts, otherwise chaos is generally bad and I frown upon it."

Clara laughed, hand coming up to cover her mouth as she took in the scared look on his stupid face, and then she let her hand fall away and she asked, "What do you look like?" Before quickly correcting, "I don't want to see what you look like, but it is all that different?"

Maddie laughed and nodded. "It's very different," she told them quietly, pushing her spoon into her dessert to take another bite as Clara stared into the Doctor, who merely smiled and released a long sigh, neither comprehending the weight of the girl's words.

"We've got great seats," he told them both quietly. "Fireworks are about to begin," he pointed to the castle they could see, lit up just beyond the trees and a full crowd of people who'd gathered before it. He watched Maddie twist in her seat, spoon sticking out of her mouth as she waited, body jerking slightly with anticipation.

Looking the Doctor over, Clara wondered about him. She wondered whether he were so atrocious he thought his real face might have dissuaded her from agreeing to these weekly meetings. Bowing her head, she worried she seemed the type who would. Would she have? She imagined she wouldn't have. Her formative years had been spent harboring crushes on older men for their wisdom that twisted the faces of her friends in confusion before they'd usher her towards some pretty young thing in a poster from some magazine – the boys she was supposed to be attracted to.

Clara smiled when she heard his seat grate against the concrete flooring, shifting himself closer to her to gently ask, "Are you alright?"

She glanced up at the tablet he was setting down between their bowls of ice cream and then into his concerned stare, and the way he hesitated to reach out, just before she met his hand halfway to hold it, settling their clasped hands atop her knee. "I just wonder, if I saw you on the street would you turn away in fear of my rejection, or would you say hello."

"I would say hello." His lips lifted and he nodded slowly, whispering, "I absolutely would, Clara."

She didn't hear the announcement that rang out then, but she registered her daughter's clapping, and somewhere closeby there was a loud boom followed by a series of sharp crackles that gave way to a chorus of the same, but Clara was enraptured by the thunderous beat of her heart as she inched forward to kiss the man in front of her. She closed her eyes as his fingers threaded through her hair to hold her steady as he deepened that kiss and allowed her a taste of caramel and chocolate blending into strawberry sauce that made her dizzy as people clapped around them. Clara grabbed hold of his open collar and she smiled with him, inching back to press her forehead into his a moment before turning to look at Maddie's smirk, hidden behind her hands as she stared up at them.

"You're kissing again," she giggled.

The Doctor huffed a nervous breath, and then he asked her, "Would you like us to stop?"

Considering it, Maddie shrugged, then admitted, "It's not so terrible." Then she gripped her chair and sighed, "I'll just watch the fireworks that you're missing," she groaned, "Because you're kissing." Her lips pressed together into an amused grin at her words and she turned away as Clara looked back to the Doctor and released a small laugh.

He leaned into her and told her quietly, "You know, she's quite sassy for someone so young."

Head tilting, Clara offered, "She gets it from her mother."

Brow rising, the Doctor straightened in his chair and laughed, "I'll consider myself warned then!"

Clara lifted her chair, settling it beside the Doctor's, and she leaned into him, resting her head on his shoulder and smiling when his arm came up around her, fingers pressing into her arm just before his lips met the top of her head softly. The fireworks continued, bursting up into the night sky in an array of bright colors and shapes, occasionally a heart or a smile would appear and Maddie would clap, jumping excitedly in her chair before pointing, glancing back at them to make sure they had seen.

On a sigh, she glanced up at the Doctor – at Mr. Smith, she thought, taking in the satisfied way he watched her daughter, so much the father her girl had deserved – and she stated quietly, "Thank you for bringing her here," and when he looked to her, brow dropping slightly, she added, "Thank you for sharing your memories with her."

Mr. Smith, she tried to force herself to think, because she knew that removed him from the magical 'Doctor' persona, nodded and replied softly, "You're welcome, Clara."

She could see there were a million things he was thinking to say in that moment, and she wanted to ask him, but she supposed she knew in a way. He was missing his own daughter; he was missing his wife. He was missing the people he'd shared those memories with originally – at least she imagined that's how he'd been there before, with his family. He was thinking about how his own child liked her ice cream and how his own child got excited about fireworks and how his own child would fall asleep on the car ride back to the hotel from the park. She watched Maddie yawning after the spectacle came to an end and she found herself silently crying.

Their day was coming to an end.

Their night, she corrected – their dream – and she reached for the girl who slid off her chair and approached her, seeing that sadness in her eyes because she knew all too well what was coming. The disconnect and that return to whatever it was her girl returned to when these visits ended. Clara hugged her to her body, feeling the warm breaths she took wetting the bare skin at her chest and she listened to the small whimper before lifting her to look into her reddened eyes and her trembling lips.

"I don't want it to end, mummy," she managed, looking towards the Doctor to ask, voice thick with unshed tears, "Can you make it start over?"

He frowned and he reached for her, pulling her easily to cradle in his arms as Clara inched into him again, her hand finding Maddie's to hold tightly as the man lamented, "The dream world isn't so very different sometimes from the real world – beautiful days come to an end, but we have to remember what was important about them: we had this beautiful day." His hand rubbed at her arm and Clara could see her free hand was wrapped around the thumb of his right. "Today we had a beautiful day," he repeated softly, "We saw so many wonderful things. We screamed and we laughed and we sang and we skipped, do you remember the skipping, Maddie?"

She nodded against his chest, smiling as she recalled, "You tripped."

His hand curled around hers as he laughed, "I did trip, almost took your mother down with me, didn't I?" He glanced up at Clara as she wiped at her eyes, looking to the two of them, and then the Doctor asked her daughter, "What was your favorite part, Maddie? All of the lands and all of the rides and everything and anything – what was your favorite part?"

The girl raised her dark eyes to look at him, and then she looked to Clara, and she told them both honestly and a bit sheepishly, "This."

Clara laughed, "You stuffed your face with a churro as long as your arm and then met Mickey Mouse, but this, us here crying like fools after amazing fireworks, this is your favorite part."

Lifting herself up, Maddie reached out and Clara shifted into her embrace, but the girl's other arm remained wrapped around the Doctor, pulling them both into her to hold fiercely, enough to frighten Clara just a bit. Clara's right arm lay comfortably above the Doctor's left on her daughter's back and she smiled as the girl rested her chin in the divot their adult shoulders created, and she told them, "Having a mum and a dad is my favorite part."

The Doctor met Clara's eyes and she could see the apology there, just before he whispered, "She's fading."

Nodding, a wordless "I know," on her lips as she blinked away tears, Clara turned to kiss her daughter's cheek and close her eyes as that body slipped away and she was left holding tightly to the Doctor, burying her face in his shoulder to take several long breaths of him, his scent entirely familiar to her in a way that both saddened and intrigued her. If she tried, she couldn't remember what her husband had smelled like, but this man – this man she'd never properly met – she knew she could recognize him in a crowd just off his soap and that little something extra every man had.

Or at least she thought she could.

"I'm so sorry," he finally told her, hand brushing over her hair before he pulled her back to watch her nod as he wiped at the remnants of tears on her cheeks with his thumbs. "I didn't mean for her to..."

"Fall in love with you," she interrupted, then Clara laughed, looking away shyly before meeting his stare again, "That's not something that can be helped, really."

His brow lifted slightly with a bit of understanding and she could see him swallow before he shook his head and his hands fell away, awkwardly gripping each other in his lap as he turned and the world around them fizzled away from the white noise of chatter and the twinkling lights in those trees to an empty flat she didn't recognize. Clara glanced around at the greyish walls and the emptiness of it, seeing they were sitting on the only furniture, a worn brown couch. It took her a moment to realize it was her flat.

Stripped of all of its color and life.

"You shouldn't fall in love with me," he told her.

"Because you're a construct," she stated for him. "An illusion."

Glancing back at her, he frowned, "Clara, there are men out there in the real world who could love you so much better than I could."

"Is that why you wear this face? Carry this persona? This," she reached up to flap at the collar of his open shirt before laughing nervously, "The stupid bow tie."

He lifted a hand slightly and argued, "People need the facade because if they knew the reality of me, they would leave. They always leave," he ended roughly, standing and waving an arm back at her to tell her, "I'm too harsh and too old and too much for anyone."

Clara pushed off the couch and demanded, "Then why do it at all?" She grabbed his arm and pulled him to turn and face her and she asked him angrily, "Why go through the trouble with this job at all, and why connect yourself to me and my daughter, then make this deal with me, only to tell me not to do the same myself?"

"I'm sorry," he stated, "I never thought..."

"What, you made a deal that you could help us learn to love and trust again and now you can't handle that we can? That we can so easily?"

"No, it's that you can with me," he barked, then added softly, "And you can't." He bowed his head and shook it, "Not with me."

She watched his eyes water as his hands gripped each other, just in front of his heart, and she shook her head as he thought about what to say, his eyes travelling up towards the monochrome walls to stare into them instead of looking to her and she growled, "Don't you dare."

The Doctor turned.

"Don't you dare," she shoved him, "Don't you dare pull away after all of this! Tell me to be brave enough to let someone in and when I do, you're too scared of your own heart to accept it." She punched his shoulder as he recoiled, and then she shot, "You stupid man," before balling her fist, but letting it fall away instead of striking again.

His head tilted curiously as his hands drifted down from their defensive posture, and she clenched her jaw against the sadness there. Clara took a long breath as she looked over his features and she let her mouth fall open slightly as he apologized again, this time soundlessly, and she turned away, arms crossing over her midsection before lifting her left to chew at her thumb anxiously, thinking. And she realized she'd never asked when his family had passed on; she realized that even though he'd been willing to take a shot, maybe it might simply have been too soon for him. Clara let her arms drop heavily against her sides as she slowly twisted back around on her heel.

"I'm sorry," she told him quietly.

He nodded and his lips were pale from pressing into one another. "No," he told her, "You were right – I shouldn't get involved in these sorts of things, and I should have known I'd gotten in over my head when the warning bell went off in there, prompting me to disconnect over my own health." He smiled sadly. "You and your girl have awoken something in me I haven't felt in so very long, I'd become convinced I didn't deserve it anymore."

Swallowing, she watched him look around at the room and slowly it began to turn a deep red, with golden curtains through which a sunset filtered warmly against their skin, and her bookshelves and her pillows and her photographs and her bits and bobs that sat about. Clara turned and looked to Maddie's shoes and her toys scattered about strategically so she could play on this couch or that corner or on the windowsill. She smiled as she took a step towards the Doctor and reached up, patting at the hollow of his neck.

"Fill this spot in, would you?" Shaking her head and wrinkling her noise, she admitted, "Looks a bit strange without it."

He laughed and the bowtie fluttered into place and he sighed when she tugged on either side.

"We'll take it slower, until you're ready," she teased, stepping back. "Perhaps a friendship?"

"Oh, Clara," he sighed, arms rounding her body to hold her to him, "Haven't we gone past friendship?"

Nodding, she pursed her lips, then squinted and admitted, "Yes, but there's a bit of a wrinkle."

"John," he supplied, "I know." He watched her as she smirked. "What do you propose?"

Clara gripped the sides of his shirt and said honestly, "I don't know."

"Should we duel," he teased, smiling and leaning into her until she laughed.

"No," she said through a giggle. "There'll be no dueling over me."

"So you'll simply continue to date the both of us?" The Doctor asked coyly.

Shrugging, Clara studied him, and then explained blankly, "I'm not committed to either of you – you're obviously hiding something and I get the oddest impression he's doing the same," she watched the joke leave his face as she gave a firm nod. "We'll see where things lead; suppose it's the most logical thing to do."

"Logic," the Doctor informed her, "Is not always as logical as it seems."

Leaning into him with an exhausted yawn, Clara whispered, "Nothing is logical right now, Doctor, but..." and she disappeared like a breeze, leaving the Doctor holding the air.