Clara felt the Doctor's soft lips pressing against hers and for a split second she leaned into the familiar touch before she realized this was wrong. She brought her hands up to his chest and easily pushed him away before the brief kiss turned into something more.

"I can't do this," she said as she stepped back from him. "We can't do this."

"Clara, please." The Doctor reached for her, but she stepped further back.

"No! I should have never let you back into my life. All it's done is fuck us both up! You and I both need to move on and I am doing that with James."

"Clara,"

"No. No more Doctor."

Clara walked towards the door and when she opened it, she saw Rose was standing just inside. She wasn't sure if her friend saw or heard anything, but she didn't care right now. All she wanted to do was find James and go home.

"Hey," she said to Rose. "I hope you don't mind, but I'm getting kind of tired so I think I'm going to find James and head out."

"Sure," Rose answered. "You okay?"

"Yeah, just a bit of a headache."

Rose eyed her and Clara knew she had likely seen something.

"Okay, feel better and call me if you need anything. And I mean that, Clara." Rose hugged her.

"I will, thanks."

The Doctor was standing outside, staring up at the sky when he heard the door open.

"Clara, I'm," he started to say as he turned around then stopped when he saw it was Rose.

"Sorry, not Clara."

Rose walked over and stood next to him.

"What are you doing?" She asked.

"What do you mean?"

"Have you learned nothing from your mistakes."

The Doctor looked down at her. "What mistakes?"

"Us, Clara, your infidelity. I saw you try and kiss her."

Oh great, as if things weren't already a mess, now Rose had seen what had just happened.

"It's not what you think it is."

"Then what is it? Because it looks to me that you're not over her and you're not willing to accept that she's moving on. Which by the way, I thought you were doing too?"

The Doctor sighed and ran his hand through his curly hair.

"I am."

"Doesn't look that way."

"What am I supposed to do, Rose?"

"Do what you should have done all along. Be honest. And start by being honest with yourself. You aren't going to find your answers until you start doing that."

"I don't think I'm the only one who needs to be honest."

"Doesn't matter. Let Clara worry about Clara. If she wants to lie to herself than that's her business. But maybe she isn't lying and if that's the case you need to accept the choice

she's made, whether you like it or not."

"I can't lose her."

"You might have to, Doctor."

She turned and walked back into the house leaving him alone with his thoughts. He thought he was past the one lie that messed everything up, but it just kept coming back to

haunt him. He made one stupid decision and now everything was so fucked up.

Clara and James were walking down the street in silence. James knew something was wrong base on how abruptly she wanted to leave, but she kept insisting she just had a headache. He reached for her hand and he was relieved that she let him hold it, but he could tell her mind was someplace else.

"You sure it's just a headache? Missy didn't start something with you, did she?"

"It's just a headache."

"Okay," he replied and they continued in silence until they got to her flat.

Clara opened the door and threw her keys on the nearby table, before unzipping her boots and kicking them to the side. She walked into the living room and turned on a side table lamp.

"Uhm, so I guess I'll just go," James said from the door.

Clara looked at him, really for the first time since she had come inside at the party, and saw how sad he looked. She was overcome with a sense of guilt at how she had been on the way home and felt bad because none of this was his fault.

"Don't go," she said as she walked over towards him and wrapped her arms around his waist.

"Are you sure?" He asked, returning her hug.

"I'm not sure about much right now, but I know I don't want you to leave."

"What happened tonight?" He asked again, pulling back to look at her, but holding onto her arms.

"Nothing that a good night's sleep won't fix. Can we please just go to bed and forget about all of this?"

He could tell that he wasn't going to get anything out of her tonight, but maybe she would feel like talking in the morning.

"Fine," he answered as he kicked off his shoes.

James agreed to turned off the lights, while Clara went and got ready for bed. It wasn't until she was behind the closed door of her bathroom that she finally let her guard down and the tears started to flow. Her life was a complete mess and she had no idea what to do. Between, Amy, the Doctor and Missy she had thoughts running through her mind that she hadn't had before. Not to mention she was sure that James was developing stronger feelings for her, which for any normal woman would have been a good thing, but maybe she wasn't normal. What was wrong with her that she couldn't open her heart to someone so great? Was it the things the Doctor accused him of or was it that she wasn't ready for love? And did the Doctor put those thoughts in her head to try and push her away from James because he clearly wasn't over her. He never seemed the type that would do something like that, but then again, he had cheated on Rose just to be with her.

"Fuck my life," she said to herself as she turned on the tap and started washing her face.

She did her best to get herself under control and to be sure there were no signs of tears before she joined James in her bedroom. She walked in and he was already on what had

become his side of the bed, sitting there bare chested with the sheet pulled to his waist.

"I really liked your friends," he said as she was changing into a tank top and short shorts. "They seem really nice. Amy's a bit of character."

James had no idea what to say to Clara in her current state and thought this might be a good start.

"Yeah, they're great. Annoying sometimes, but at the end of the day I love them like family."

"That's good. I think it's safe to say they definitely feel the same about you. Amy really grilled me, trying to find out my intentions towards you."

"Sorry about that," Clara answered as she got into bed next to him.

"That's okay. I actually didn't mind."

"Really?"

"Yeah. She cares about you and wants what's best for you. It's clear she doesn't agree with the arrangement we have, but I think as long as you're happy that's all that matters to her."

Clara didn't say anything, but just switched off her side table light and rolled over to snuggle into James, who adjusted himself into a more comfortable position.

James had no idea what was going on inside Clara's mind and it was beginning to bother him. Most people he could read, but she was different. Always had been.

"You are happy, aren't you?" He asked, dealing with this the only way he knew how, be straight and open. Maybe it was time he opened up to her a bit more.

"Pardon?" She questioned.

"Are you still happy with our arrangement?"

"Yes. Why would you ask that?"

"I just wondered if maybe someone said something to you tonight that made you want to rethink this. I know you don't want to talk about it, but you just seem like you're deep inside your head."

Clara gave a heavy sigh. She really didn't want to talk about it, but he wasn't going to drop it. Maybe now was the time to bring up what the Doctor had warned her about.

"I'm not rethinking this, James. But to be honest, the Doctor has put some ideas in my head that I think I need to ask you about?"

Great. He knew his daft brother would talk to Clara about his suspicions.

"He thinks I'm some sort of drug king pin, right?"

Clara sat up and turned the light back on. This was clearly a conversation that wasn't going to be short.

"You know?"

"Yes," he answered as he too sat up. "He came by my office to accuse me of dealing drugs."

"That's why you two have been even colder than normal to each other."

"Yes. Sorry I didn't tell you, but I thought he would have dropped it after we spoke. I should have known he wouldn't."

"Why does he think that you are?" Clara questioned him.

"He thinks he saw something at my shop when you were there with him."

James needed to tread lightly with this conversation. Obviously, he couldn't tell Clara the truth, but he didn't want to lie to her either. It would be so catastrophic if she knew that the Doctor was right. Not only could it put her in danger again, but he would absolutely lose her forever.

"Look, Clara I don't know what he told you, but I'm not the bad guy here."

"I know you're not. I just think he doesn't understand why you came back."

"I've spent most of my life running. I ran away from home and I didn't look back. Sure I built a life for myself in New York, but what was the point of that life. I never got married. Didn't have kids. I barely have friends. I was lonely and I wanted to be closer to home. I meant what I said when you first asked me that question, Clara. I missed the UK and even though I knew I didn't have a relationship with my brother, at least I would be physically closer to him. I wanted to stop running."

This was the truth, at least part of it. After his last birthday, he had started thinking about his life and realized that other than money and a successful business he had nothing to show for it. He spent most of his time trying to hide who he really was from the people around him and could never get too close to anyone. He started thinking more and more about home and decided to maybe see if he could expand Mondasian to the UK market. He hadn't planned on moving back completely, but when he had mentioned this to River, she started talking about expanding not just the ice cream business, but his other activities as well. They did their research and discovered there was an untapped market in London and plans went into motion. What he hadn't planned for in all of this was falling in love and now wanting to leave the bad part of his life behind.

Clara stared at him and could see that he was being very sincere. She could see a sadness in his eyes that she hadn't seen before. He always tried to play the hard business guy, the guy who only seemed to care about money and not forming actual relationships, but that wasn't him at all. She leaned forward and placed her lips on his catching him off guard at first, but then he wrapped an arm around her and pulled her closer to him as they slowly kissed until Clara pulled back and smiled at him.

"Thank you."

"For what?" He asked.

"For opening up to me. You don't share your feelings and that was nice to hear. I just hope that I help you feel a little less lonely."

"You do," he smiled at her and brought a hand up to caress her cheek.

He so badly wanted to tell her just how she made him feel, how hard he was falling for her, but he knew now wasn't the time. He could tell that she wasn't on the same page as him and he didn't want to push her, but he knew there was going to come a time very soon when he wouldn't be able to hold it in any longer. He just hoped that when he finally told her that she would be able to tell him the same.