I know, I know - I've already written a Whoufleé thing called Exhaustion, but that was released before I knew what this prompt would be. XD Sorry...? This chapter has a different scenario from that one-shot, though. :)

Enjoy!

Exhaustion

Sitting up late wasn't exactly the first thing that Clara Oswald wanted to do on a Wednesday night. To be quite honest, she wanted to finish grading a few pop quizzes and perhaps curl up to a movie tonight - but instead, she was sitting next to the Doctor and trying to keep watch on a group of people.

According to the Doctor, they were a group of alien-activists who wanted to take a look out over Earth before they could take it over. (Sounded very cliché, yes, but Clara supposed that cliché sci-fi movie-material things were bound to happen when traveling with the Doctor.)

And so here she was, sitting on a park bench and trying not to nod off to the darkness of the sky or the twinkling lights of the stars. But it was hard – Clara didn't have much to do except stare up at the night sky above. The Doctor was sitting next to her, though he didn't show any signs of weariness. (Clara thought he wouldn't – he never seemed to sleep, after all.)

His hands were clasped together on his lap, his eyes staring intently at the stars. Clara breathed deeply and managed to murmur, "They're pretty, aren't they?"

The Doctor blinked, and, looking back down at Clara, smiled. "They are," he agreed. "Though they're prettier up close. I'll have to show you the…stars up close one day. Did I ever tell of you this planet that had the best and largest observatory in the galaxy? You could see just about anything up there – stars, moons, comets…only you don't just see the surface. You can see every particle, every cell –"

"Cells only make up living things," Clara interrupted sleepily, fighting back the urge to yawn. The Doctor smiled. "You can't be so sure," he replied lightly. "Don't you ever wonder why there's that legend about falling stars? What do you think makes them fall?"

This time, Clara actually yawned. She let her head fall back against the bench and stared up at the sky. "Well…isn't there that entire gravity thing?" She murmured. She remembered learning about something to do with falling stars and meteors and asteroids back in a science class long ago…though she couldn't recall the exact facts.

"Those are only some of the falling stars," the Doctor replied, his voice softening. "But there are other stars – other stars that aren't stars at all." Clara smiled and listened to the Doctor beginning to talk of beings from other worlds coming to Earth not to harm or destruct, but to help and provide hope.

It all sounded like a silly fairy tale, to be truthful, but Clara was so very tired that she couldn't bother to make any other interruptions. In fact, this moment was beginning to shape itself into something that reminded Clara of bedtime stories with her mum.

And while no one could replace the wonderful stories that Clara's mum told, this was…in some ways, a bit better. Or maybe that was just the sleep affecting Clara's thoughts.

A small sigh escaped her lips and without properly realizing it, Clara drifted off to sleep to the sound of the Doctor's soothing voice.

Meanwhile, the Doctor continued his tale of alien creatures and hope and beauty, not quite realizing that his companion had fallen asleep on him until he felt her head lean against his shoulder. His voice came to an abrupt stop. The Doctor frowned and started to ask, "Clara…?" though the name died in his throat once he caught sight of the small brunette.

Her eyes were closed, her chest was rising in deep, even breaths – in other words, she was fast asleep. The Doctor should have been annoyed – if anything, just a bit disappointed in Clara's current state of consciousness.

However, there was something about Clara that couldn't keep the Doctor upset with the situation. A small smile played on his lips instead, and he simply wrapped a protective arm around Clara's shoulders, though he was careful not to wake her. "Goodnight, Clara," he murmured quietly, sneaking in a small, light kiss on the top of her head. "I'll be here in the morning."

A/N - I think we all need a Doctor to cuddle with. Or keep us safe. Or something. That'd be nice. I want a Pocket Doctor. Now. GAH.

Reviews are great! Constructive criticism is welcome, but flames are not.