Listen

"Listen!" the Doctor called out as he hurried through the console room of the TARDIS, heading for the chalkboard and writing the word down for Mac, underlining it for extra emphasis.

Mac just let out a small huff of breath as she leaned on the console, crossing her arms to watch him, half concerned, and half exhausted. They had been racing around on...she wasn't sure if it was a wild goose chase or something more serious. From the African Savannah to the bottom of the ocean, they'd been quite a few places trying to find some sort of danger the Doctor was certain existed.

Apparently he'd seen enough to determine it WAS real.

"Question!" the Doctor continued, assuming Mac was listening, "Why do we talk out loud when we know we're alone? Conjecture...because we know we're not. Evolution perfects survival skills. There are perfect hunters. There is perfect defense. Question, why is there no such thing as perfect hiding? Answer! How would you know? Logically, if evolution were to perfect a creature whose primary skill were to hide from view...how could you know it existed?" he spun around to face her, starting to make his way down the stairs and back to her, "It could be with us every second and we would never know. How would you detect it, even sense it? Except in those moments when, for no clear reason...you choose to speak aloud? What would such a creature want? What would it do? Well?" he reached out to take her hands, though he began to shout out at the console room, "What would you do?"

"Oh dear," Mac sighed.

The Doctor turned back to her, squeezing her hands, "I'm not mad. I'm not…"

Mac squeezed his hands in return, "I know, dear," she sighed, swinging her arms a little as she looked at him, nodding to herself at his firm belief.

He had seen more of the universe than she had, he had encountered species she had never heard of, and...she owed him this belief. She had lost her faith in him once before, for too long, and she had promised herself to believe in him more. And...the way he described it, the sort of thing that could have that ability, it should be looked into. Because some things that hid, when pushed into a corner, lashed out, and it could be dangerous. There were plenty of species that couldn't be seen by the naked eye, like the Krafayis, they needed to know what dangers were out there, so they could keep people safe, like Clara.

"If you think there's something out there, then we'll find it."

He grinned widely at her support and lifted her hands to press a kiss to them before turning to rush around the console.

~8~

"I'm not sure we should bring Clara into this," Mac spoke to the Doctor as he set the box down, parked in Clara's bedroom, the two of them waiting for her to make her way there.

"We need another perspective," the Doctor said simply, "And we need to pinpoint a moment when someone's encountered it."

Mac sighed at that logic, knowing he had a point. Time Lord lives were very long, and they also didn't require as much sleep and so the point that either of them might have encountered this entity would have been too hard to pin down. There was one key moment, that the Doctor could think of, that would make it easy to encounter. But they would need a human, with a shorter lifespan, and who spent more time asleep than they did.

"She'll be ok, though?" Mac looked at him.

The Doctor gave her a smile and crossed his hearts, "Two of us," he reminded her, which made her smile in return, the reminder that this wouldn't be like Donna or Amy, that Clara would have two Time Lords working together and watching out for her.

They looked over when there was a thunk near the door to Clara's bedroom, they were waiting within but neither of them had realized that the TARDIS had been parked so close to her door. Mac had thought it was the door to her closet than the hall.

"You just have to squeeze through!" the Doctor called to her, moving to sit down at her vanity while Mac moved over to the door to try and pull it open more for her.

"What…" Clara frowned when she saw them there. It was a Tuesday night, usually she only saw them on Wednesdays, and typically they were surprisingly on top of not popping up on a non-Wednesday unless it was something serious, "What's wrong?" she looked between them.

"Why do you have three mirrors?" the Doctor asked instead, looking at the vanity, "Why don't you just turn your head?"

"What are you doing in here?" Clara turned to Mac instead.

"I'm sorry," Mac offered her a smile, "I know you were on a date…"

"Which is why we thought it better to hide in the bedroom," the Doctor cut in, "In case you brought him home."

"Is everything alright?" Mac began to frown, glancing at the clock at Clara's bedside, "I thought you'd be another hour at least…"

"Did it all go wrong, or is this good by your standards?" the Doctor offered, making Mac close her eyes and shake her head, probably a better way to phrase it.

"It was a disaster!" Clara huffed, moving to her bed and grabbing a pillow to her, flopping back onto it, "And I am extremely upset about it."

Mac moved to sit at the edge of the bed beside her, reaching out to put her hand on Clara's shoulder, "Do you want to talk about it?"

"Can it wait?" the Doctor cut in before Clara could even take a breath to answer, "Till later? Till after?"

Clara propped herself up on an elbow, frowning at him, "After what?"

"We need you, for a thing."

Clara rolled her eyes and fell back down, grabbing her mobile, "I can't."

"Oh, of course you can, you're free," the Doctor decided, cutting off Mac's reply, "More than usually free, in fact."

"It's possible that I might get a phone call."

"From the date guy? It's too late. You've taken your makeup off."

"No, I haven't!" Clara huffed, getting irritated now, "I'm still wearing my makeup!"

"Oh, well, you probably just…"

He cut off abruptly and Clara glanced over to see Mac had made a gesture, her hand in the air, like a gabbing mouth remaining closed.

"Dear, I love you, very much," Mac told him, "But if you could stop using your mouth and start using your brain, I would appreciated it. You're not helping."

The Doctor rolled her eyes, but gestured her on.

Mac turned to Clara and offered her a small smile, "How about you join us on our 'thing?'" she offered, "Get your mind off of the night, a nice distraction? You've got universal roaming so you won't miss any calls and, if you need to head back, I will pilot you back myself, anywhere and anywhen you want," she looked at Clara, "What do you say?"

Clara let out a long breath but nodded, tossing her pillow away and holding out a hand to Mac to help be pulled up so she could follow the two Time Lords into the TARDIS.

"So where are we going?" Clara asked, following the Time Lords through the console room.

The Doctor led her over to a desk on the side of the room, littered with books and scraps of papers and…a scroll too, "You know, sometimes, when you talk to yourself? What if you're not?"

"Not what?" Clara shook her head, a bit confused.

"What if it's not YOU that you're talking to," Mac supplied.

"Yes," the Doctor pointed at her, "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 eyed him, concerned now, "Have you been travelling alone, Doctor?" because she knew, sometimes, he would drop Mac off at UNIT when they needed a specialist who wasn't likely to make a large explosion the way the Doctor did, or for her to check in and review any reports for potential dangers the humans might not notice.

The two had come to an agreement that, when Mac did so, the Doctor would go have an adventure on his own, because last time he'd gone with Mac, a wing of the UNIT headquarters ended up collapsing and the Doctor had been responsible for it. Granted that had been his last self and not this one, but they weren't willing to take any chances. She was of the opinion that the Doctor would just hang around in the ARDIS sulking, or that he'd just go somewhere else on Earth for chips or something, he didn't talk about any adventures happening without Mac and he didn't seem the sort to WANT to have one without her. But she could never be sure, if THIS him might be more inclined, who could say how long he'd be off on his own before coming back.

"No, no," Mac answered for her, and it was then that Clara noticed how she was wringing her hands and looked equally as worried as the Doctor was about this theory of his.

"You're really serious about this?" Clara frowned.

Mac nodded, "Turns out, it's not just a one-off thought," she turned to the desk and showed her some of the writings.

"What's all this?" Clara moved over to her side to look down at it, not that it helped as some were in other languages and other alphabets.

"Dreams," Mac answered, "Accounts of dreams, by different people, all through history, all the same dream."

"Which is where the theory comes in," the Doctor nodded.

"What theory?" Clara turned to them.

"I think everybody, at some point in their lives, has the exact same nightmare. 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...you get up, you get out of bed, put your feet on the floor, and BAM!" he jerked forward, causing Clara to gasp and jump in place, "Something grabs your ankle!"

"And then you wake up," Mac added, sighing and rubbing her head, "I've had that dream too. With no reason for it to happen. The Doctor too."

The Doctor nodded and began to sift through the papers, "There are accounts of that dream throughout human history, time and time again, the same dream. Now, there is a very obvious question I'm about to ask you. Do you know what it is?"

"Have you had that dream?" Clara guessed.

"Exactly."

She considered his words, trying to think about the few nightmares she remembered having, the ones that shook her. She had that dream of being lost without her mother, that was a frequent one, but others…well, now that she thought about it, "Yeah, probably. Yes. But everyone dreams about something under the bed."

"Why?" Mac asked, causing Clara to frown, she'd never thought about it like that before.

"I…don't know?" Clara shrugged, "Anything could be down there, so everyone imagines there is?"

"What if there actually WAS?" the Doctor turned to her.

"Ok, freaking me out now," Clara admitted.

"It's ok, Clara," Mac assured her, walking over to her, "So far it doesn't seem like any of the records indicate this thing could be violet or dangerous. All accounts end with the ankle being grabbed, and the accounts couldn't be made if anything happened to the people it happened to."

"Right," Clara nodded slowly, "So what's that got to do with me?"

"We need your help," Mac took her hands, "We don't sleep as much as humans do, so we don't have that dream as often. And our lives are incredibly long, our memories aren't that good."

"You want ME to remember the dream," Clara followed along.

"And lead us to the moment it happens, " the Doctor agreed, leading Clara over to a grate in the console, "If you could reach in there…" he gestured through part of it.

Clara hesitated but eventually pressed her fingers into the panel, grimacing at the way it squished beneath her fingers, "What is that?"

"It's the TARDIS telepathic interface," Mac explained coming to her side and rubbing her arm in comfort, "It'll connect your memory to the TARDIS. We're hoping, if you can remember the dream, when it happened, the TARDIS can connect it to the nav and take us there."

Clara eyed her a moment, "You're really worried about this."

Mac gave her a gentle smile, "If you can't see it coming, you can't prepare for it," she remarked, "We just want to know that you're safe even when we're not there. If we can just see what happens after it grabs someone or why it does, it can tell us if it's benign or biding time."

So many things seemed innocent, until people trusted it, then turned on them, like the Cubes. They just wanted to check out this entity, especially her. The more she kept thinking about the Doctor's theory the more she felt her concern for Clara grow. To think there was something lurking about her, none of them realizing it was there, it put her on edge.

Clara gave her a fond look before rolling her eyes and closing them to focus on the memory of the dream.

"Very good," the Doctor called, and Mac made her way over to him, "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 joked.

"We're going to have to turn off the safeguards," Mac warned the Doctor quietly as she set about doing it, "Locking the TARDIS onto her timeline," she added.

"Focus on the dream," the Doctor called, "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's under your bed."

He looked across the console at Mac, nodding his head to tell her to make sure everything was set, before he reached out and pulled a lever to send them off.

"Ooh!" Clara gasped when the box jolted, not expecting they were taking off so soon.

"It's alright, Clara," Mac assured her, "Just keep thinking of the dream…"

Suddenly Clara's phone, which was resting on the console, began to ring, clearly that call she had been expecting before they left.

"No, no!" the Doctor called out, "Don't you get..." he rushed over, snatching Clara's phone to stop the ringing, tossing it to Mac to hold onto, but it was too late, the TARDIS began to twist, the path they'd been taking veering sharply, "No, don't!" he hurried to the monitor to check their progress, slamming his fist against it to try and see where they were headed now, "Don't, don't…"

Mac reached for another lever, ready to pull the emergency brake, only for the TARDIS to thump, landing, causing the two aliens to glance at each other, a little startled that the box had actually landed somewhere after Clara had clearly gotten distracted.

"…ok," the Doctor blinked, slowly straightening, "That's…that's good," he glanced at the coordinates, making sure they definitely landed somewhere and not at the end of the Universe like another time the TARDIS had gotten thrown off course, "That worked, we're here."

"Are we?" Mac wondered, glancing at the coordinates, unsure of the date and location.

"Sorry," Clara opened her eyes, assuming it was safe to stop focusing on the dream now, granted she'd gotten a bit distracted when Danny had called her…or likely called her, it WAS Danny who called her right? She sighed, "I think I got distracted."

"No, no, no, no, no," the Doctor shook his head, "The date's fine," he turned and ran for the door, "Come on!"

"Come on where?" Clara asked as Mac handed her back her phone, sighing when she saw it HAD been Danny calling her.

"Your childhood!" the Doctor shouted, before disappearing through the door.

Mac shook her head, turning to reach through the panel and stroke the squishy substance so it would release its grip on Clara, who hadn't seemed to realize her hand was still attached, focused as she was on her phone, "We should…" she nodded at the door,

Clara sighed, "Yeah," she agreed, putting her phone in her pocket as they moved to follow the Doctor out.

Mac was a little relieved when she saw the questioning look on Clara's face at the building the TARDIS had set down in front of. It was clear to her that Clara had absolutely no idea where they were, which told her this probably wasn't Clara's timeline. Which, if she had to be honest, was an enormous relief. Because she'd seen the scans of where they'd landed, and it was an orphanage.

She looked do the side when someone took her hand to see it was the Doctor, the man grim and silent as he, too, looked at the building, both of them fighting off the memories that came up of such institutions, and how their daughter had ended up in one, without them even realizing. They had been SO CLOSE to her, they could have saved her, taken her with them, gotten her away from the Silence, but they'd failed. They hadn't realized and their daughter had had to grow up away from them, had spent the beginnings of her life in such a place.

And they applauded true orphanages, to care for the children, to try and find them homes, in cases like that they were remarkable places, deserving of every support and resource. It was just…the place their daughter ended up, how it had been abandoned, with just her, held prisoner, it left very bad memories.

This place, even at just a glance, didn't look anything like where River had been trapped. It was clearly functioning, with more than just one child, running like normal. Still, it didn't ease Mac's anxiety to be confronted with an orphanage she hadn't been expecting to see following what should have been Clara's timeline.

"The West Country Children's Home," the Doctor murmured, "Gloucester," before adding "By the ozone level and the drains, mid-90s," trying to keep their thoughts from getting too dark and melancholy, reminding her this wasn't the 1960s, this wasn't America, this wasn't River's time, "You must have been here when you had the dream."

"Never been to Gloucester in my life and I've never lived in a children's home," Clara shook her head.

"You probably just forgotten," the Doctor shrugged, "Have you seen the size of human brains, they're hilarious. Little you must be in here somewhere, with your little brain."

"Doctor," Mac cut in, shaking her head at him, knowing he was going off tangent because it was how HE was keeping himself from thinking of River. Much like reports of his 9th self said, he tended to insult other species when he himself was frustrated, and being anywhere near an orphanage was just that, "I think Clara would remember if she somehow ended up living in an orphanage. Especially given we know she grew up with her father and mother," she reminded him with a nudge.

They had scoped out Clara's life shortly after they met this her, the real her and not an echo version of her. They had seen her grow up, with her mother and father, and then her father after her mother passed on. Nowhere in it had she ever been living in a facility like this.

"And even if I had," Clara spoke, "Isn't it bad if I meet myself?"

"It is potentially catastrophic," the Doctor admitted with a wince.

"It's alright, Clara," Mac gave her a small, though strained smile, "If this isn't your timeline, then it's not your timeline."

"I DID get distracted," Clara warned them, "What happens then?"

"We would probably have ended up in the wrong place," the Doctor answered simply, "But don't think we have, cos the time zone's right."

Mac frowned, looking at the building, before taking a breath and turning to Clara, "Maybe you should wait in the TARDIS," she offered the woman, "Someone here is having that dream," she said, "But we don't know who or why the TARDIS took us to this place. There's no saying what's inside."

"It's a children's home," Clara deadpanned, as if to say 'what could happen in a children's home?'

"You'd be surprised what could be inside," Mac sighed, "Please, Clara, wait in the TARDIS. I'll call as soon as we're sure it's safe."

Clara sighed, rolling her eyes, but nodding. Mac was, at times, SUCH a mother hen, always fretting and worrying needlessly for her safety. She was sure if she got a splinter off the 'wood' on the outside of the TARDIS she'd have quite a few strong words with the box. It was sweet though, that Mac cared so much, especially when the Doctor seemed to have missed that memo this time around.

Mac reached out to give her arm a little squeeze in thanks before she and the Doctor headed for the door to the orphanage.

"No Silence," the Doctor reassured Mac as they walked down the halls of the home. If he didn't have a direct link to her mind, he was sure he would have worked out how on edge she was to be in an orphanage again by the death grip she had on the hand she was holding. He was losing feeling in it.

He might have even broken something.

He couldn't be sure.

He really couldn't feel his hand any longer.

But he wasn't going to say anything, and he'd never pull his hand away from hers. Even if it was a bit uncomfortable, he needed that contact too. Mac wasn't the only one having a difficult time being there.

Mac let out a breath of relief to hear that result. It had taken some doing, given how the Silence could erase evidence of themselves, from data banks and minds and so on, but there was an 'app' put in the sonic that automatically and perpetually refreshed the scans the Doctor had picked up of the Silence during their encounters. It was forever in the sonic now, and the Doctor, each time he scanned an area, even if he was looking for something specific, it would warn if there were Silence around as well.

This time, though, given where they were, he'd been purposefully scanning for their presence. Another reminder this wasn't like it had been with River.

"Now we just have to find the child," the Doctor murmured.

Mac nodded, glancing around, "If we find the main office, we could see if there's a particular child having a hard time," she suggested, "That way we don't waste time searching all the rooms."

The Doctor sighed like that had been his plan, to search the rooms, but squeezed her hand slightly in agreement, the less time they spent there the better.

It didn't take much to find the main office, it was usually the nearest space to the main doors. They came to the doorway of it, seeing a TV on within, and voices coming from another door off to the side, the inner office. Mac had been about to step in and go knock on the door when it opened and a man stepped out.

"How did you get in?" the man blinked at them, holding a coffee cup in his hand.

"Your door must be faulty," the Doctor began, holding up the psychic paper, keeping Mac from doing the same with her UNIT ID as she was fond of doing, but there was no obvious Alien involvement right now, this man probably wouldn't know who UNIT even was, but the psychic paper would help get them in faster.

"An inspection?" the man frowned, setting his cup down on a nearby desk, "It's two in the morning!"

"When better?" the Doctor shrugged, eyeing the man, "Do you always work here nights?"

"Most nights, yes," the man nodded.

"Ever end up talking to yourself?"

"All the time, it's this place...you can't help it."

Mac tensed at that, for a moment thinking that the sonic had gotten it wrong, because it could be that the man had been speaking to the Silence and then forgotten it, that he was saying there was something off about the building…but she shook her head, she trusted the sonic, she trusted the Doctor's changes to it, that was too important for him to not get right. And that was why they were there, the idea that when you talked to yourself you weren't alone when you did it.

"What about your coffee?" Mac wondered.

"My…coffee?" the man frowned, glancing over at the cup on the desk.

"Do you ever put it down, then look around and it's not where you left it?" that had been another part of the Doctor's theory that he'd been thinking of more. She hadn't wanted the man to think she was just some wanderer but part of the investigation.

"Everybody does that," the man shrugged,

"Yes," the Doctor nodded slowly, "Everybody…" but then they fell silent, hearing the television turn off suddenly.

"Did you do that?" Mac asked, unsure if the box had been on a timer or something.

"It does that," the man said simply, glancing over at the TV himself, giving the Time Lords time to slip out the door, the Doctor nabbing the coffee as he went.

The man was a security officer, it wouldn't help them find the child, that would be more for the carers. They'd been hoping to find records or something on the computer about a child having problems, but they wouldn't be able to do that with the man there, not without dragging it out more.

Mac shook her head, seemed like they were going to be stuck with the Doctor's plan.

~8~

The second the sonic picked up a very familiar presence in the building, one that, thankfully, wasn't a Silent, but should not have been there regardless, Mac had grabbed the sonic from the Doctor and raced down the hall, startling him still for a moment before he took off after her.

Clara.

It was Clara.

Clara was in the orphanage when she'd specifically told her to remain in the TARDIS.

All Mac could think about was everything that happened to River in an orphanage, to her and Amy and the Doctor and Rory and just…she had to get to Clara before things went bad, because they always did.

"Clara!" Mac gasped, throwing the door to the room that the sonic had led her to open, quickly switching on the light to see inside that Clara and a small black boy were huddled at the side of the room, near the window, looking fearfully at something short standing on what could only be the boy's bed with a blanket over it. She ignored the thing standing there and hurried to Clara's side, "Are you alright? What are you doing here? I told you to stay in the TARDIS, young lady! You gave me such a fright!"

"Mac!" the Doctor's voice followed hers, catching up to her and making his way over to her, glancing at the thing on the bed before he snagged his sonic back, debating trying to use it on the thing on the bed but hesitating. There was no telling how the thing might react to something trying to work out what it was, he didn't want to risk inciting it. He looked down at the boy clinging to Clara, guessing it was his room, and crouched down to speak to the boy, "Are you scared?" he asked, "The thing on the bed, whatever it is...look at it. Does it scare you?"

"Yes," the boy's voice shook.

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

"Why?"

Mac reached out to touch Clara's arm when the girl moved to try and quiet the Doctor. She knew Clara probably didn't trust him to say or do the right thing to make the boy feel better, he wasn't very warm and cuddly with adults in this body. But she could see in his mind, children were an area where a little more of that came out, not much, but more. Being in this place might have had something to do with it, a child in an orphanage, it was impossible NOT to think of their daughter. Whatever he was about to say, he truly meant it to be a comfort to the boy.

And, any chance she had where she could encourage that warmth to come out, she would. She'd rather avoid humans punching her Chosen due to his perceived callousness.

"Let me tell you about scared," the Doctor spoke, "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?" he gestured at the thing on the bed, "Nah! Loser! Turn your back on him."

"What?" Mac blinked, not expecting that part, nor did the child for he asked the exact same thing.

"Yeah," the Doctor glanced up at her, nodding, telling her to trust him, "Turn your back on him, come on. All of us," he stood, reaching out to take Mac's hand and turning her to face the window with him and the boy, "Clara," he called when the woman hesitated, "Your back, now."

Mac sighed, before taking a breath, "It's alright, Clara," she assured the woman.

The Doctor would NEVER turn his back on something dangerous, not when a child was involved, not when SHE was involved. But he wasn't, not really. Because the window was reflective, they could see the thing in the pane of it. He was hoping the thing wouldn't realize it and would scurry off so he could see what it was or, if he was wrong about its intentions, he would see an attack coming and could use the sonic to stop it. Still, just to be safe, she move her hand into her pocket, moving around the items she had there, ready to throw any one of them if she had to to buy them a distraction.

"You better be right about this," Clara murmured, but trusted Mac, moving to her side to turn her back on the thing, too.

"Lovely view out this window," the Doctor remarked a little over the top, to 'prove' to the thing that he was serious about looking out the window.

"Stars are nice," Mac added, trying to help, and some were visible which was something.

"Darker out in the 90s than presently," the Doctor nodded, "The deep and lovely dark."

"Doctor," Clara cut in, "What…what IS it?" she tried to speak quietly, but even that effort wasn't enough in such a small room.

"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? Plans are good."

"You on the bed!" the Doctor called back to it, "I'm talking to you now. Go in peace. We won't look. Just go. If all you want to do is stay hidden, it's ok. Just leave."

They tensed, hearing the springs creak, the thing moving.

"Is it gone?" Clara asked, about to turn when Mac reached out to stop her.

Clearly, Clara hadn't realized they could see the reflection in the window, which was fine, the woman was more focused on the scared boy than the thing. It was probably better, since the reflection showed it was now standing right behind them, "Best not look just yet," Mac said.

"But then how will we…"

"Did the door open or close?" Mac offered a simple solution.

Clara blinked, "No," she realized.

"You hear that?" Mac called to the thing, "We won't look till the door shuts, won't we?" she reached out to put a hand on the boy's shoulder when he seemed jittery and about to turn.

"What is it?" the boy whimpered.

"Imagine a thing that must never be seen," the Doctor murmured, "What would it do if you saw it?"

"I don't know," the boy admitted, not noticing the Doctor and Mac squinting and frowning at the window.

They couldn't really make out anything…so either the window was hazy or the thing had no real shape or features to note.

"Neither do I."

"Close your eyes," Mac stated.

"What?!" the boy gaped, about to turn and frown up at her but caught himself.

"Close your eyes," Mac looked at them, "All of us. If we can turn, we can see it. One move to the side and we catch it in the corner of our eyes. If our eyes are closed…"

"We give it what it wants," the Doctor nodded, a very simple solution, "Prove to it that you're not going to look at it. Make a promise, promise you're never going to look at it."

The boy didn't hesitate to close his eyes, "I promise never to look."

"The breath on the back of your neck..." the Doctor continued, catching Clara's eyes and waiting till she closed hers before he closed his own, knowing Mac already had hers closed. There was no point in looking in the window if they couldn't make it out anyway, "Like your hairs standing on end...that means don't look 'round!"

They fell silent for a moment, just a single moment, in which the door to the room was thrown open and slammed shut, faster than a human should be able to move. Clara and the boy spun around, startled at the noise, but the Time Lords were much slower, having expected it to take the first chance to escape that it could once it was sure it was safe to do so.

"Gone?" Clara asked as the aliens turned to see the room empty of the thing.

"Gone," the Doctor nodded.

The boy, though, frowned, "He took my bedspread."

"Oh, the human race, you're never happy, are you?"

The boy huffed but turned to them, "Am I safe now?"

"Nobody's safe, especially not at night in the dark, anything can get you, and you're up here all alone..."

"Et hem," Mac cleared her throat and gave him a look for that.

"What?" he frowned, shaking his head.

Mac rolled her eyes, seeing that his 'moment' was over now that the child was safe, "You're fine, sweetie," Mac assured him, putting an arm around the boy's shoulder and leading him over to the bed, "You made the promise, it heard you. You're in no danger from it, I promise," she crossed her hearts.

"But what if it comes back?" the boy trembled a bit.

Mac gave him a small smile, before thinking of something when she spotted a small collection of toys on a shelf. She got up and walked over to it, picking up one that she could see some toy soldiers, little plastic figurines, through the clear plastic box, "Ooh excellent!" she cheered, turning back to the boy, "I can't believe you have these!"

"What?" the boy frowned, "Toy soldiers?"

"Not just ANY toy soldiers," Mac moved to kneel by the boys bed to show him some, "These are Toy Soldiers of Pedia!" she exclaimed, "I've never seen them on Earth before, you're very lucky to have some."

"What's Pedia?"

"It's a type of soldier, a toy, specifically made to protect children," Mac said simply, opening the box and beginning to place the figures in a circle around the bed, "You've got a whole set! You're very own army, that's very rare."

"It is?" the boy perked up a bit.

"Oh yes, an entire army means you've got the best defense ever," Mac nodded solemnly, "You've got the Bed Collection," she informed, "They are the perfect height and size to guard the underside of your bed, see?" she continued to make her way around to the other side of his bed, holding up the last one, "And this one stays on your bedside table, so they can report any findings to him and he can alert you if anything is trying to sneak in. He's very, VERY determined, takes his duty very seriously. That's why he's the boss."

"But he's broken," the boy pointed out, the one she was holding was partly melted and had seen better days, "It doesn't even have a gun."

"He's seen some action, yeah," Mac nodded, looking at it, "Which mean's he's the MOST experienced. He's SO good he doesn't need a gun to keep you safe. There's just one thing he needs to command the army."

"What?" the boy asked, smiling, seeming to genuinely believe what Mac was telling him.

"A name, of course," Mac smiled at him, "The person who names him creates a bond with him, and he'll do anything he can to keep that person safe. So what shall we call him?"

He boy considered it a moment, before grinning, "Dan!"

"Sorry?" Clara blinked, surprised, though she had been watching Mac with no small amount of awe at her handling of the frightened child.

"Yeah," the boy nodded, "Dan, the soldier man. That's what I call him."

"Excellent choice," Mac nodded, handing the small figure to him, "You keep him by your bedside, and set the others up around the perimeter and nothing and no one is ever going to be able to get under your bed again."

"Good," the boy sighed with relief, turning to put the figure right next to his table, settling down and looking at the nice woman who shared that secret with him. If she hadn't said anything, he never would have known how protected he really was! "Would you read me a story? It'll help me get to sleep."

"Of course," Mac said gently, "What's your favorite sort? I know loads and…"

"Once upon a time…" the Doctor cut in, moving forward and putting an index finger to the boy's head, "The end," he added when the boy fell instantly to sleep.

"Seriously?" Mac gave him a dry look.

He just winked, "Dad skills."

Mac shook her head but got up, since there would be no need for a story now, and gestured the Doctor on to the door, fully intent to reprimand Clara for wandering off the way she did, when she caught sight of the fond, sad, and thoughtful look on the girl's face. The Doctor had already headed for the door, keen to scan the halls and see if there was a trace of the thing anywhere else, so she had a moment or two for some 'girl talk' or she assumed it would be girl talk.

"What?" she asked the girl gently.

"Hmm?" Clara shook her head, seemingly out of her thoughts, "Oh, it's…it's nothing."

"Clara," Mac gave her a look.

"It's…I don't want to make you feel uncomfortable."

"My Chosen is the Doctor, he steps into a room and makes an uncomfortable situation worse," she teased, "I've probably heard and experienced it all, Clara," she reached out for the girl's arm, "What's bothering you?"

"It's not a bother," Clara rushed to clarify, "It's just…I didn't really get a lot of time to…to think about it or process it at Trenzalore and…" she winced at the way Mac's expression grew wary and careful at the mention of that place. She sighed, "You had a daughter," she murmured, "River."

"Yes," Mac nodded, swallowing hard and taking a breath, "I did."

"I just…" Clara glanced from her to the sleeping Rupert and back, "I guess I just never really got to think of you as an actual mother."

Mother hen yes, someone's actual mother, with a child, and all that came with it, not so much.

Mac's smile was sorrowful now, "If we're being honest…I never actually got to BE a mother."

"What…"

"I've had three children in my life, Clara," Mac told her, "One…died, before it could even really live. The next, essentially a clone from my DNA, and I thought he'd died in my arms, but…he's alive. He might…he might STILL be alive, out there somewhere, but he was created as a young man not a child. And the last, River, she…our enemies used our companion as a surrogate, I held her as a baby and then…I lost her. She was taken from me and I didn't meet her again till she was a woman," she glanced over at the sleeping boy, "I suppose it just carries over," she remarked, "Wanting to be a mother to them, and not getting the chance."

"That explains so much," Clara said, before her hands flew up to cover her mouth, her eyes wide, that sounded so much better in her head, "I'm sorry!" she tried to say behind her hands.

Mac chuckled lightly, reaching out to pat Clara's shoulder, "I know what you meant," she assured her, lowering Clara's hands from her face and linking their arms together as they headed for the door, "I just need to get that mothering energy out of me, I suppose. I've become everyone's mother now."

Clara gave her a small smile, "Am I about to be grounded for breaking the rules?"

Mac snorted, "Wander off one more time…"

"Oh god," Clara groaned, teasingly, "You sound like MY mum now!"

Mac just laughed, patting her arm as they caught up with the Doctor.

~8~

Mac reached out and took the Doctor's hand in her own as they moved to the console of the TARDIS, getting things ready to leave, giving his hand a squeeze, knowing he needed the reminder that they were leaving the orphanage safe, with the child in danger now better off, and with more information than they had going in.

He lifted her hand to kiss the back of it before they both continued what they were doing

"So..." Clara called from where she was sitting on one of the steps, watching them, "Is it possible we just saved that kid from another kid in a bedspread?"

"Could be," Mac nodded, though her tone indicated she didn't believe it was that.

"The bigger question: why did we end up with him, and not you?" the Doctor wondered, turning to look at Clara.

Clara shrugged as she stood, "I got distracted."

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

"No," Clara said, a bit too high and fast, then followed up with more rapid fire, "No, no, no, of course not. Why do you ask?"

Mac gave her an odd look for that, before a slow smile began to grow on her face as she saw Clara blushing and made a connection to the date she'd been on, "Oh, no reason," she offered, "It's just that the TARDIS was locked onto YOUR timeline," she said absently, fiddling with a knob or two, "So, theoretically, there could have been some connection between you and the boy."

"Will, um...will he remember any of that?" Clara nearly winced.

"Scrambled his memory," the Doctor waved it off, "Gave him a big old dream about being Dan the soldier man."

Mac, who had been watching her for more of her flustered state, walked over to her when she seemed to sag at that, "Everything alright?" it was all well and good to tease, but Clara seemed distressed now.

"Yeah, yeah," Clara sighed, looking at her, "It's just…I'm sorry to ask, and I realize this is probably against the laws of time, or something, but um…"

"Clara," Mac laughed, taking her hand, "Just ask."

"Could you drop me off?" she asked, "Back at my date? I sort of stormed off and…"

"And now you regret it?" the Doctor cut in, looking over.

"Yeah."

"Should be fine," the Doctor said easily, moving over to the console, "We can track your timeline to when you just left and set down a few seconds after, that way you avoid meeting yourself. But it's fine."

"Really?" Clara moved over to him, letting Mac get to work helping him, a little surprised, "Just like that? No…laws or rules or 'this is too big for even ME to do?' Not even a complaint that the TARDIS isn't a taxi or meant to clean up my messes?" the last him had had some words about her using the TARDIS to make reservations and things.

The Doctor shrugged, "I've been there," he said simply.

Clara blinked, frowning a moment as she tried to work out what he meant, when she caught the soft look he sent Mac, the regret sitting so heavy in it. And it hit her. Back when the Great Intelligence had tried to alter his timeline, when she'd stepped into the Time Tunnel…all the way back in his timeline, one big change had been Simeon locking the door when the Doctor had nearly run out of a room and away from Mac, just after she said she loved him.

He really HAD been there before, walked away from someone and regretted it ever since. All those years, they could have been together, all that pain avoided, if he'd made a different choice.

The way she wanted to make a different choice.

Clara just walked over to him and hugged him tightly.

"Oh, Clara, I'm not a hugger, I'm not…get off!"

~8~

Mac glanced out the TARDIS doors just after the box set down, making sure that the coast was clear for Clara to step out, that they'd gotten the timing right and she wasn't about to run into herself, "Looks right," she called and the Doctor and Clara joined her, just in time to see the past Clara walking down the street.

"Is that what I look like from the back?" Clara eyed herself.

"It's fine," the Doctor shrugged, not fully sure what she meant.

"I was thinking it was good."

"Really?" the Doctor glanced at Mac as Clara stepped out and headed back to the restaurant.

Mac just laughed, patting his arm as she pulled him back into the TARDIS, "Shall we check if the dream pops up anywhere else on Clara's timeline?" she offered, to distract him, "It's still locked in, that might just be the earliest time it could be remembered, but it must have happened more than that, more recently..."

"Yes," the Doctor nodded, putting his hand on the small of her back to lead her back to the console, "Maybe we'll get more done without her wandering off and distracting us."

Mac rolled her eyes, shaking her head at that, but agreeing it might be best to leave Clara to her date while they handled the rest of this. So they both got to work, firing up the TARDIS again, this time, though, focused on the most recent time the dream had come up. Perhaps there would be more to learn from a current, or even future, time the dream happened, that and they'd rather avoid a child getting caught in the crossfire again. Adults were safer.

"Ok," the Doctor nodded, pulling a lever to set the TARDIS down, Mac moving to the monitor to run a scan for where they'd ended up, how far into Clara's timeline…

When the doors banged open and a man in a white spacesuit ran in, slamming them behind him, panting, resting against the door with his eyes closed, looking like he was about to slide down the door in relief.

"Um, hello?" Mac called, a little startled by the man's sudden appearance.

The man gasped, jolting up, his eyes wide as he stared at them.

"Who are you?" the Doctor frowned, "What are you doing here?"

"What are YOU doing here?" the man countered.

The Doctor blinked and turned to Mac, "Where IS here again?" he asked her quietly, the man seemed genuinely shocked to see THEM and sounded like he never would expect someone to want to be where he was.

Mac looked at the monitor again, and her eyes widened, "Oh my god."

~8~

They needed Clara, there was no way to get around it. The TARDIS had been locked on her timeline, yet took them to a place Clara should have never been able to go or ever end up…and to a man that seemed to have no connection to her whatsoever. Mac had a theory, since the man looked a bit familiar, with some features similar to another little boy they'd only JUST encountered. But the only way to confirm it would be to truly reconnect Clara to the telepathic circuit and travel along HER timeline and not this boy whose timeline seemed tied to hers.

It wasn't that this man, Orson Pink, as he'd introduced himself, couldn't be of help to them. Because the TARDIS HAD taken them to his location just after he'd woken up from the dream of the thing the Doctor was searching for, but if they could avoid dragging other people into their theories it was just safer and better.

And really, the man was so spooked he didn't want to help them at all.

So they had to go get Clara, but the Doctor was nearly giddy because the location and time they'd found Orson at meant that there was a very real chance that 'the thing' was there and there would be no distractions and nowhere for it to run and he might finally be able to see it.

They'd sent Orson to collect Clara for them. Mostly because the man seemed to think that there was no possible way the blue box that appeared in his ship was actually used for time travel and he refused to believe they'd gone back to the 2010s. He'd even put on his entire space suit because he didn't trust the environment outside the doors when he went to try and find her to bring her in.

It was probably a good thing they had though, because Clara stormed in moments later and did NOT seem happy to be interrupted…that or her date was just going off the rails again.

"I am trying to have a date," Clara huffed, not even shutting the door fully before she went off on them, "A real life, inter-human actual date! 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?"

But the Time Lords noticed she was raging at Orson and not them, it didn't seem like she'd noticed they were off by the console, but more that she thought the Doctor was the one in the suit instead.

Orson seemed to realize that, and removed his helmet, revealing an older black man, with a faint beard and greying curled hair, "Hello."

The Doctor glanced at Mac and back, as though asking if it was safe to speak now that Clara was gaping at Orson with wide eyes and an open mouth, before heading down towards her when she nodded, "Ah, Clara! Well done, you found her. Now this is really a bit strange."

"Danny?" Clara murmured as Mac headed over to her again, but she was staring at Orson still.

"What's gone wrong with your face? It's all eyes! Why are you all eyes? Get them under control."

"Who's Danny?" Orson frowned.

"Was that the man you were on the da…." Mac began, but Clara made a series of shushing noises and nods at the Doctor. So she cleared her throat instead, "Clara, this is Colonel Orson Pink," she introduced, "From about 100 years in your future."

"Orson...Pink?" Clara mumbled to herself, letting out a short, almost hysterical or disbelieving laugh.

"Yeah, I laughed, too," the Doctor remarked, before turning to Orson, offering him a, "Sorry," before turning back to Clara, "Do you have any connection with him?"

"Connection?"

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

"How would I know?" Clara shook her head.

Mac, though, nodded, "If he's in her future, she wouldn't know," she reminded the Doctor.

"Right, yes," he agreed, begore glancing at Orson, "Um, well...do you have any old family photographs of her? You know, probably quite old and really fat-look…oomph," he grunted when Mac elbowed him in the side for how he was getting a bit off topic.

"I don't," Orson answered, though he was glancing at Clara like she was familiar to him.

"Woah!" Mac gasped as Clara grabbed her arm and pulled her away to a corner of the room.

"How did you find him?" Clara hissed at her, trusting Mac to be more straight forward with her than the Doctor.

"There was still a trace of your timeline in the TARDIS," Mac whispered to her, trying to match how quiet she clearly wanted to remain, "We were trying to find another moment where the dream occurred, but farther down your line. The TARDIS set down right where Orson was stranded."

"It followed MY timeline?" Clara repeated, glancing at Orson.

"Or the one that connected to yours,' Mac nodded.

"Ok," Clara swallowed hard but then shook her head when what Mac said caught up to her, "Stranded where?"

"Come on," Mac nodded to the side, "The Doctor wants to show you. I'm completely against it, for the record."

~8~

Mac was beside Clara as she looked through the windows of Orson's ship, out at the barren wasteland of a planet, no light to be seen except that on the outside of the ship that were shining as far as it could, revealing some craggy rocks and a few bits of metal on the ground, likely from where the ship crashed.

"Where are we?" Clara breathed, stunned at the sight. Because even in the pitch blackness, there was no star she could see in the sky.

"The end of the road," the Doctor answered from where he was sitting on a chair off to the side, Orson keeping near the TARDIS door like he couldn't wait to get out of there, "This is it, the end of everything...the last planet."

"The end of the universe?" Clara gaped, her eyes wide.

Mac nodded, crossing her arms a bit to keep from wringing her hands though her nervousness over it all was clear even in that, "TARDISes and Time Lords aren't meant to go this far. Last time was an accident, the TARDIS was trying to escape something. This time…"

"Some idiot's wife turned the safeguards off," the Doctor stood from the chair, not seeming concerned with where they'd landed, "Listen!"

Clara frowned, doing just that, but not hearing anything, "To what?"

"Nothing," the Doctor cheered, truly seeming very pleased by that, "There's nothing to hear! There's nothing anywhere...not a breath, not a slither, not a click or a tick. All the clocks have stopped. This is the silence at the end of time."

Orson, it seemed, had moved past his shock and, possibly thinking that they brought him back to abandon him, was now hurrying around to grab the things he'd left behind before in his haste to get away from the ship.

"Then how did he get here?" Clara eyed the man throwing things into his duffle bag, "If he's from 100 years in my future..."

"He's a pioneer time traveler," Mac laughed, trying to focus on the positives of Orson's career and not the negative of where it led him, "Isn't that brilliant? He was one of the first to test out the time slingshots. Bit crude, very unreliable, but they worked. He was supposed to travel to the 'middle of next week' but when a fair bit further."

"How?"

"I mentioned unreliable, yeah?"

"Right."

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

Mac shook her head, "If it WAS you, you'd probably be the thing that sparked the next Big Bang…or the third big bang," she shrugged. Once upon a time her words would have been filled with anger and disgust, an implication that he would be the thing that destroyed the universe…not counting when the TARDIS had exploded…but this time it was more a fondness, the thought that he would last to the end of the universe and spark life anew. She could only hope she'd be with him.

"Always," the Doctor said, out loud, catching the thought.

"What?" Clara looked at him, not quite sure what he meant since it didn't seem like a response to what Mac had just said.

"Nothing, the Doctor waved it off.

Clara gave him a look for a long while, before rolling her eyes when she saw the fond smile Mac was giving him in return for his words. She could only imagine what sweet things they were saying in their heads to each other right now. But her attention was quickly pulled back to Orson, the man really trying to cram everything he could in his bag, "He looks like he's packing."

"He was stranded," Mac reminded her, "For half a year. Then we show up, with a ship that can get him out and back home, I'd be packing, too, if I were him."

"So you CAN do it then?" Orson rushed back to them, lugging the bag with him, "You can get me home?"

"We rather proved it, didn't we?" Mac gave him a smile, understanding why he had been a bit skeptical. So many were when they saw the TARDIS at first, "Popped back for Clara."

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

"Easy!" the Doctor cheered, moving to Mac's side and slinging an arm around her shoulder, "We can do that, can't we, Clara?"

"They can, yes," Clara nodded.

Orson eyed her, her response had been VERY quick, "Is everything ok?"

"Yeah, fine. I'm fine."

But the way she was acting, like she kept trying not to look at him but also staring at him like she didn't know what to do with him made him feel like he was missing something, "Do I know you?"

"No, nope."

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

"Doctor," Mac whispered to him, giving him a look, before she turned to Orson, apology written on her face, "We won't be able to leave right this second though," she told Orson, "It's a big trip, our ship needs to recharge a bit."

"Sorry...what?" Clara looked at her, because that didn't sound right and Mac usually wasn't one to lie so blatantly, that was the Doctor.

But, then again, with this new Doctor, he probably would have lied in a very rude, impatient, and uncaring way so perhaps it was best to let Mac break it.

"Overnight," the Doctor defended, "That should do it, shouldn't it?" he looked at Mac.

"Just one more night," Mac nodded, turning to Orson, "Is that too much, Orson?"

"…no," the man said after a moment, "No, no problem."

"You can stay in the TARDIS, you must be sick of the ship by now."

"It's…it's fine."

The Doctor let out a loud sigh at that, Mac had gone and offered the man a second chance not to do what he'd done and he'd done it anyway, "Oh, that's a shame, isn't it?"

"What's a shame?"

"There's only four people left in the universe and you're lying to the other three. It was the first thing I noticed when I stepped in here. You must have seen it, too, Clara, you've got eyes out to here!" the Doctor made a gesture.

Clara did not look impressed, "Seen what?"

It was Mac that spoke though, "If everything is gone, and there's nothing and no one left anywhere…why is the door locked?" Mac asked, looking at Orson, sad, "Because something out there wants to get in, and if everything else is gone…"

The implication wasn't lost on Clara. If everything was gone, the only thing that could survive would be the thing designed to hide so it could survive. The thing outside would be the thing from under the bed, the thing under the blanket.

"Please..." Orson nearly begged, "Don't make me spend another night here."

"Oh sweetheart, it's alright," Mac instantly went into mother-mode at the tremble in his voice, the man having tried to keep a brave face on for so long but it finally cracked, moving over to he man and putting an arm around his shoulders to lead him to the TARDIS, "Come on, I'll show you a room in the TARDIS and you can get settled there. Leave this nasty business to us. You don't ever have to set foot in this ship again, I promise. And, in just a few hours, we'll get you home. Which reminds me, what have you been eating, sweetie? Dehydrated products? Protein bars? Let me show you the kitchen, too, get a nice good meal into you…"

Clara could only hold in her laughter at Mac's antics for three seconds after the TARDIS doors shut behind the two of them, mostly because the Doctor was actually POUTING at it all.

~8~

Mac stepped back out of the TARDIS, having set up Orson with a nice little spare room, after leading him to the kitchen and fixing him a nice cup of tea to settle his nerves, slipping a small bag of cookies into his bag when he refused the soup and sandwich she offered him to get some sustenance into him. He was resting now, with instructions to just ask the TARDIS to take him to the console room when he felt like he needed to move.

The Doctor was over at a screen, a monitor and databank that was fixed into the ship, Clara in a chair nearby.

"How is he?" Clara asked as soon as she saw her.

"Resting," she assured them, moving over to the Doctor and putting her hands on his shoulders to squeeze them in comfort, knowing he was pinning a lot of hope on this, to finally solve this mystery.

"Ok," Clara nodded, leaning forward to talk to them now that Orson was away, "What are we doing?"

"Waiting," the Doctor answered.

"For what? For who? If everybody in the universe is dead, then the thing under the bed must be, too. There's nobody out there."

"That's one way of looking at it."

"What's the other?"

"If everyone has a companion in this," Mac said, "Then Orson took his with him. If he stepped outside to try and see where he was, it's possible he got in before the thing could."

"And if it can survive out there…" the Doctor trailed off, not needing to finish to say how dangerous the thing COULD be if it could survive with no sun and no air and no light or heat.

~8~

The waiting dragged on and on until, at one point, the lights within the capsule changed from the faint red they'd been burning as to a deep blue

"Do you have your own mood lighting now?" Clara asked, a little tense at the fact that things had just changed, "Because, frankly, the accent is enough."

"It's the capsule's setting," Mac assured her, "To help regulate the sleep cycle, ships will often operate in 'night mode' and turn the lights or temperature down to replicate night time."

The Doctor, though, tensed, his gaze on something past Clara's shoulder, causing her to turn around to see 'Don't open the door!' written on top of the doorlock in a glowing paint.

"Where did that come from?" Clara frowned.

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

"But who wrote it?"

"Colonel Pink was the only one here," Mac reminded her, shaking her head at the writing, "He was reminding himself not to do it, no matter how tempting it got."

"How tempting what got?"

"Letting company in," the Doctor answered.

They fell silent when a loud creaking noise sounded around them.

"And that?" Clara swallowed hard, "What's that?"

"What kind of explanation would you like?"

"A reassuring one."

"Well, the systems are switching to low power," Mac said, "Like I said, night mode. Conserving energy. As the air cools for the night, the ship contracts again."

"So who were you having dinner with?" the Doctor asked suddenly, moving to sit down once more, reaching out to take Mack's hand and fiddle with it, trying to keep himself from giving the less-reassuring explanation. Distract Clara and distract himself too.

"Are you making conversation?" Clara scoffed.

He shrugged, "I thought that I would give it a try."

"I told you. A date."

"Is it a serious one?" Mac smiled at her.

Clara blushed and looked away, "It's just a date."

"So it IS serious?" the Doctor asked, since she didn't say no.

"What, do I have to bring him to you for approval?" Clara crossed her arms.

"Who, me?" the Doctor snorted, "I'm not the one you need to worry about," he remarked before jerking his head at Mac.

She made a mock offended noise and smacked his shoulder, earning a laugh from him, even if she did turn to Clara and say, "I would like to properly meet him though, one day," Mac admitted, "See what sort of man he is, look into his prospects, check his int…"

"Do not say you're going to ask him about his intentions with me," Clara laughed, shaking her head at that.

Mac opened her mouth to tease back, when a very, VERY loud screeching noise sounded, one that could not be the shifting of the ship, causing the Doctor to stand, tense and ready for something to go wrong, which had Mac reaching out and tugging Clara over to them.

"That's not the ship, is it?" Clara winced at the noise.

"No," the Doctor determined, "It's company."

"Why are we doing this?" Clara eyed him as he began to move around the ship, trying to ignore how tightly he was holding Mac's hand, not knowing when the next noise would happen, "Why don't we just go?"

"Because we need to know," Mac told her gently.

"Why?" Clara shook her head, "About what?"

"Suppose that there are creatures that live to hide," the Doctor repeated, "That only show themselves to the very young or the very old or the mad or anyone who wouldn't be believed..."

"Ok?"

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

Mac opened her mouth to add more, but a series of knocks on the airlock door rang out.

"What's that?" Clara tensed.

"Um, it COULD be the hull cooling," Mac tried to reassure her, rubbing her arm, knowing Clara wasn't liking this much.

"Could be?"

But then three knocks sounded again.

"Someone knocking," the Doctor eyed the door, waiting to hear three more knocks, determining it wasn't the ship or anything mechanical but an actual knock, "Yes."

"Clara," Mac spoke when the Doctor began to step towards the door, releasing her hand, the knocking continuing, "Go in the TARDIS."

"What?" Clara turned to her, "No, why? You can't honestly believe this," she argued, "Hiding creatures, things from under the bed, something outside when nothing can live outside?"

Mac let out a breath, "The Krafayis is an invisible species, it can't be seen. A young boy was able to take everything he feared and put it in a doll's house in his bedroom closet, and there was a shuttle on Midnight where something existed outside when it shouldn't be able to live in such conditions. It's happened before, it exists, we don't KNOW what this one is. Not yet."

She glanced over when the knocking repeated.

"What's that in the mirror?" the Doctor murmured, "Or the corner of your eye? What's that footstep following, but never passing by?"

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

Clara huffed, "Did we come to the end of the universe because of a nursery rhyme?"

"Some stories, some rhymes, are warnings," Mac argued, "They tell you how to avoid something, how to remember it's there."

The knocking sounded, twice more, growing louder.

"Clara, TARDIS, now," Mac turned to urge her towards the box as the Doctor took out his sonic and began to flash it at the airlock, unlocking it and allowing the handles to begin to turn.

"That's the Doctor turning it, right?" Clara asked her quietly as she was pushed on.

"No," Mac warned her, reaching the door, "Now, go, get in the TARDIS."

"Why?"

Mac gave her a smile, "Because we don't know what it is or what it will do and I will not risk you or Orson," she told her, getting the door open, "Now go…" and pushed her more to get her into the box and shutting the door to keep her in.

She turned and quickly made her way to the Doctor's side, taking his hand as they watched the door continue to open.

"You should have gone in there, too," he murmured.

"Not leaving you," she shook her head, squeezing his hand.

He gave her a smile, "You know, it's a pressure lock, releasing it could've triggered the opening mechanism."

Mac shook her head, "There's no atmosphere out there though."

"There's an air shell round the ship," he glanced at her again, "This could be bad."

She looked up at him, "We've been through bad before."

"This could be worse."

"I can think of at least a dozen things worse than this," she assured him, "But I'm going to force you to stop using your mouth and start using your brain," she tightened her hold on his hand and dragged him over to the edge of the room where a few handles were set into the wall, likely to brace against in the event of a crash. She grabbed a set of straps Orson had left behind, meant to keep his spacesuit in place in a small section of the capsule, and cut them off with her trusty pocket knife, hurrying to tie them to the handles and then around their waists, "When that door opens, whatever pressure there is will need to equalize," she looked at him, "Bumpy ride, we'll need to be stable and secure if you want to get a look at it."

"I love you," he grinned at her, leaning down to kiss her quickly for her thinking, pulling away just as the airlock door stopped spinning.

The Doctor reached out and took Mac's hand with his left hand, using his right to hold onto the handle as well for more stability, Mac doing the same with her left hand as they watched the door begin to open. The second it was completely open, the decompression process began and they had to let go of each other to hold onto the handles and the straps more firmly, they were nearly horizontal to the floor with the force of it.

Mac winced as a few pieces of the ship not tied down or bolted down began to fly around the room, heading for the door, but slamming into her and the Doctor as they went, making it even more difficult to try and look while avoiding it and still hold on. She looked over to the side when the Doctor let out a yelp, to see a metal crate had slammed into the side of him as it went out.

She opened her mouth to call out to him, see if he was alright, when something flew into the back of her head, sending her world into blackness…

~8~

Mac's face scrunched as she felt something touching it gently, which was a contrast to the loud voice shouting 'Clara!' above her. It was the second part that shoved her back into consciousness, because the voice shouting sounded like the Doctor and he sounded genuinely worried.

She groaned as she pushed herself up, the hand on her face moving around her to help and she could recognize the Doctor's care anywhere. She took a breath and forced her eyes open, looking up at him, "Ow," she murmured, her hand going to the back of her head, before she shook it, "Clara?" she asked, trying to look around, if only the room would stop spinning and doubling for a moment.

"Yes, Clara, where's Clara?" the Doctor demanded, turning to Orson who was standing over them as they sat on the floor of the console room.

They probably should have asked how they even got there when, last they could recall, they were hanging on for dear life in the time capsule, but right now Clara not being there was a much higher priority.

"Clara!" Mac tried to call out, only to wince at the shooting pain in her head.

The Doctor quickly pressed a kiss to the back of her head, letting her lean forward and rest her forehead to his shoulder for a moment to recuperate, "Clara!" he called out, hoping wherever she was she could hear them. If she didn't return to the console room in the next 30 seconds he was going to go after her and he knew there would be no stopping Mac and…

The door to the TARDIS opened, and Clara stepped back in.

"What happened?" Orson hurried over to her, "What did you see? What's out there?"

"Clara, are you alright?" Mac asked, the Doctor helping her to her feet as she walked over to them.

But Clara didn't answer, just said, "What if there was nothing? What if there never was anything? Nothing under the bed, nothing at the door. What if the big bad Time Lords don't want to admit they're just afraid of the dark."

"Nice try, Clara," Mac sighed, "But I'm not afraid of the dark."

Spiders on the other hand…

"Where are we?" the Doctor frowned at the girl, genuinely worried, because they were connected to the box and they knew when they weren't in the same place they'd set down, but the TARDIS also wasn't being forthcoming with their new location, "Have we moved? Where have we landed?"

"Don't look where we are," Clara moved to block his path to the door, "Take off, and promise me you'll never look where we've been."

"Why?"

"Just take off, don't ask questions."

"I don't take orders, Clara."

"Fine," she agreed, turning to Mac, "Please," she asked the woman, "Please, get him to just leave."

Mac eyed her, "Why?"

"I need you to trust me," Clara said instead, "Like I do you."

Mac let out a breath, that was a low blow, but she nodded, trusting that Clara wouldn't ask them this, given all they'd done to try and find out what was out there, if it wasn't something she felt was truly important. So she took the Doctor's hand and tugged him to the console, the monitor off, preventing them from seeing where they were, but it didn't matter, they put in coordinates for Orson's time, they owed the man a ride home.

~8~

The Doctor wasn't exactly pleased that they'd gone away from wherever Clara had been, whatever she'd seen. He may have petulantly gone right from dropping off Orson to dropping Clara off back at her flat with few words and the refusal to hug the woman when she seemed about to throw her arms around him in thanks for doing as she asked.

But even as he felt that irritation at the answer to his question being denied, there was something else that was niggling at him, possibly more important than the thing under the bed. Which was why he found himself watching Mac as she absently put some coordinates in to drift in space, giving the TARDIS time to recuperate from going to the end of the Universe twice, the entire experience hadn't been a good event for the box, she wanted her to rest.

Mac glanced up, feeling his eyes on her, and smiled, "Now who's staring?" she teased.

His lip quirked up in the corner, but it wasn't a full smile, which had her tilting her head and moving over to him, taking his hands in her own.

"What is it?" she asked, seeing him trying to sort his thoughts so he could say what he meant without accidently insulting her. He tried with her and it was sweet that he did. If she wasn't so worried about why he seemed out of sorts, she might have chuckled at how truly out of order their relationship was. To go from barely friends to wooing, to now that stage when a relationship was so old that they were 'that old married couple' when they were married before the wooing even began and so many other moments.

"You believed me," he began, "About the thing under the bed."

She eyed, "Yes? You made good points."

"I really didn't," he shook his head, "I know how I sounded. Clara thought I'd lost my mind, but you…you went along with it. You actually believed my theory."

Mac nodded, "I do."

"Why?" he let out in a breath of air.

Mac was quiet for a moment, taking her time now to answer him, before taking a breath, "I made the mistake, repeatedly, of not trusting you before," she said slowly, swallowing hard, "I don't want to make that mistake ever again."

The Doctor's expression grew soft, "Doesn't mean you need to go along with every mad theory I have," he offered, because he was both touched by her desire to trust him and also sad that she still felt such guilt for how she'd treated him when they reunited and how little she'd believed him then.

"It had some merit to it," she gently swayed their arms, "Something that can't be seen, they exist, we've encountered them. It's too much of a coincidence that so many had the same exact dream. There are things that exist when they shouldn't. It deserved a look into."

"I maybe should have phrased it like that," the Doctor chuckled.

Mac smiled, squeezing his hands, "I'll still tell you when you're being rude or mad or wrong," she assured him, "But also when you're right or have a point. As much as I love Clara, she's human, she hasn't seen all we have, she couldn't possibly understand the number of different species out there, the possibilities. The dangers…"

"She won't have to with that last one," the Doctor cut in, seeing the smile starting to fade on her face, "She's got us looking out for her. A mother and a doctor, she'll never hear the end of the nagging..."

Mac snorted and whacked him on the shoulder, going back to the console as he just smiled and watched her, before an idea struck him which he quickly buried, not wanting to ruin it for her if he could manage to do it.

He had to speak to River about something.

A/N: I feel like a majority of original scenes/moments in this series will end up being Mac and Clara moments lol, which may or may not have a consequence later in the story }:)

In the last few versions of the episode I wrote, I mostly had the TL sort of think the Doctor was crazy or humor him but think he was making things up. Here, with how protective Mac is, I felt like she'd be the one to genuinely consider that the Doctor could be right. The Krafayis, invisible. The creature on Midnight, able to survive in the worst environment. The Silence, hiding in plain sight. Even with the dollhouse incident, the fact that something could alter reality in such a way. She's seen a lot of things she never knew existed, even as a Time Lady, so she's more thinking that they just don't know everything yet and it COULD exist :(

Part of it was also her lingering guilt over how she treated the Doctor in series 4 :( She had her faith and trust in him broken for so long and she was so wrong about it then, part of her can't help but think about how this could be the same. She should trust him, because he's seen more, and he wouldn't be freaking out if there wasn't some truth to it. She sort of wants to make up for her lack of faith with an overabundance of it.

Poor them though, having to face an orphanage after what happened to River, and then to have Clara be in the middle of it all :( I felt like, even though Clara was a nanny, Mac just sort of has this overflow of mothering energy that she didn't get to use on any of her children so she sort of just leaps for the chance to do any sort of mothering to anyone that comes her way, with Rupert and his soldiers :)

Lol, I sort of laughed with how Mac was scolding Clara and trying to 'send her to her room' by pushing her back into the TARDIS all the time :) And then the Doctor being like 'oh it's not MY approval you need to date anyone' and it's all about Mac liking and approving lol :) Makes me curious how the meeting with Danny will go }:)

But another question...I wonder what the Doctor has planned he needs to talk to River about }:)

Some notes on reviews...

I had trouble enjoying Clara in this series and the next too :/ I keep trying to find new ways to spin her interactions and reactions with the TLs and I can say her and Mac will likely be a sort of calm before the storm scenario, sort of like how the Doctor never rose higher in A Good Man Goes to War, but it just makes the fall that much harder :( We'll have to wait and see if Clara and Mac can pick themselves up from it ;) I'm rooting for Mac too :) And thank you! I'm so glad you enjoyed the stories so much, I'm so touched that they were able to inspire you :') I'm very flattered that you made little nods to them in your work, I wish you the very best with your OC! :)

I'm glad you're liking the look into the trauma the Doctor endured at Christmas :) I think, with Proffy, Evy, and Angel having children with him, it's easy to sort of push his reactions to being a drive to protect his family and put them above humans. But here, with no child around, and with Mac sort of shouldering the 'duty of care,' I felt like that trauma would be more glaring in contrast to her :( Mac definitely has her hands full not only worrying about Clara but trying to help the Doctor cope and heal and not go too far in his callousness :( Lol, she sort of reminds me of my brother a little, especially when we went on family road trips, he'd get so nervous about getting lost (and the weather) that he'd sit there with the map on his lap, tracking where we were going, to the point where we'd call him Nervous Nellie :)