The Doctor woke up on his couch, still dressed and with a pounding headache. After the grogginess cleared, he remembered coming home from the engagement party, putting on his Kills album and opening a bottle of whiskey. He was pretty sure he had fucked everything up with Clara and was a complete idiot for trying to kiss her. What the hell was he thinking? He should have known she would have reacted the way she had and all he likely succeeded in doing was pushing her more towards his brother. He stood up and went into the kitchen to get some water, drinking it until the glass was empty. He poured another and walked towards his bathroom, but as he passed through the living room, he heard his mobile ringing. He looked around and spotted it on the floor near the couch. He picked it up and saw that it was Missy.

"Hey," he said.

"Hi," she answered. "Thought I'd call and see how the rest of the party was?"

"It was fine."

He had no idea what to do about her. He hadn't spent the entire night drinking his sorrows away about Clara, but he had also thought about his relationship with the woman he was currently dating. He knew Rose was right last night and he needed to stop lying to himself and the truth was that he wasn't over Clara. Missy deserved to be with someone that she could have a real relationship with, and that wasn't going to be him.

"Well, I was wondering if you wanted to get together later. I've got some stuff I need to do this afternoon, but I could meet up with you after."

"Uhm, I actually have a ton of papers I need to grade, but maybe tomorrow night," he lied.

"Okay, well call me when you're free."

The Doctor agreed and ended his call, relieved that he seemed to buy himself some more time to think about his relationship. He decided a shower might help clear his head, so he made his way to the bathroom, stripped and got in. The hot water felt good running over his weary body, and was helping him feel a little more alive. He knew he needed to apologise to Clara, but he also knew she wouldn't want to hear from him today. He kept coming back to what Rose said to him and as much as he hated to admit it, she was right. Clara was out of his control and the only thing he could do was control his feelings, but how could he do that when he didn't want to lose her and he especially didn't want to lose her to his brother. He wondered if she were dating someone else if he would feel the same way and the truth was, he would. He was jealous and he needed to do something about it.

Clara woke up the next morning and saw that James was still peacefully sleeping. She didn't want to disturb him, so she got out of bed and made her way to the kitchen to make coffee. She was glad that James had opened up to her a little bit last night, but she knew she was going to need more if she was even going to consider a relationship with him. She still couldn't shake the feeling that there was something he wasn't telling her. Problem was she didn't know how to find out, especially if he wasn't willing to talk. Then there was the other issue she had, the Doctor, whom she thought had moved on, but clearly hadn't. She needed to talk to him and make it clear that they just couldn't see each other again.

"Coffee smells good," James said as he walked into the kitchen and brought Clara out of her thoughts.

"Should be ready in a bit. Do you want breakfast?"

"Would love some," he answered.

He moved forward and took Clara into his arms, nibbling on her neck.

"I meant food," she giggled.

"Oh, too bad because I was going to drag you back to bed."

"Really? You weren't just going to try and shag me on the counter?"

"Well we could do that if you want. It has been awhile since we've done that."

"No, actually, I'd rather we do it in a bed for once, since it's the one place we haven't done it."

Clara's tone wasn't quite annoyed, but was definitely bordering on it. She hadn't intended to bring this up, but since he started them down this path, now seemed as good as any to have it.

"Why is that?" She asked.

"What do you mean? The first time we were intimate was in my bed."

James knew what Clara was getting at, but he didn't want to talk about it. Why did he have to go and mention dragging her back to bed because now he would have to explain himself and that would mean revealing something, he wasn't ready to do.

"You going down on me, isn't the same as us having sex in a bed."

"I just said I wanted to drag you back to the bedroom."

"James, I'm not going around in circles with you. Either tell me why, or go home."

Clara wasn't in the mood for games. She was completely tired of it.

"Fine. Do you want to go sit down?"

"Okay."

The two went into the living room and sat on the couch, Clara waiting for James to speak.

"I don't want you to read anything into this, okay?"

Clara nodded her head and agreed.

"I've always seen having sex in a bed as being something intimate. Something a lot more meaningful than two people shagging for pleasure."

"I see," Clara replied, not sure how to feel. She thought what they had been doing felt pretty intimate and didn't see how doing it in a bed would be any different. "So what we

have isn't meaningful?"

"No, that's not what I meant at all."

This was precisely why he didn't want to discuss this. He had hoped to make love to Clara, to show her the feelings he wasn't ready to say out loud, but now his big mouth had gone and ruined that.

"It's more a rule that I set up as a way of protecting myself. I never wanted to form relationships or true feelings for the women I slept with. Sharing a bed was something I never did."

"But we share a bed all the time."

He knew he was going to have divulge something to her if he wanted to get out of this situation without a fight. He just wished he knew where her head was at.

"Yes, we do. You've made me break a few of my own rules Clara, and I imagine a few more the longer we're together."

Clara didn't know how to take that. Was that his backwards way of saying he wanted more with her?

"So you want to have sex in a bed with me, is that what you're saying?"

James took a deep breath and reached for Clara's hand.

"I'm saying when the time is right, yes I do. But you need to understand what that means to me. Having sex in a bed isn't just having a shag, it's opening myself up to you in a way that I've never done with any woman. If I do that with you, I want to make damn sure you feel the same."

Clara was shocked to hear him almost admit what she thought was true and she didn't know how to process it.

Once again James couldn't read Clara's expression. Had he said this to any of the other women he had been with they would have been declaring their love for him on the spot. He wasn't being arrogant, he just knew that out of the handful he'd had similar relations with, he ended it once he knew their feelings had changed. It wouldn't have been fair to them if he continued using them for sex. It was okay when they used each other for that, but once feelings got involved, it was over. This time, however, it seemed that he was the one who had fallen and not the woman.

"I don't want to freak you out, which is why I don't want you to read into this."

"I'm not. I just don't know what to think."

"I don't either. You're a very difficult woman to read."

"I find that hard to believe."

"For me you are. You're nothing like any of the women I've been with and maybe that's why I'm so drawn to you, but I really wish I knew what you were thinking."

"You just need to ask."

"I did, last night, and you didn't want to talk about it."

Clara sighed knowing she should tell him about the Doctor trying to kiss her, but she didn't want to cause further issues between the two. There were a lot of feelings rolling around in her head and she really needed to process them before she shared with anyone, including James.

"I'm sorry, but I think I just need to sort somethings out myself."

She gave him an apologetic look.

"That's okay."

He had his own issues to sort out as well, so he couldn't fault her for that.

The coffee maker beeped, indicating the coffee was ready, and was a welcome interruption for Clara. The pair made breakfast, avoiding any further discussion of relationship stuff and once they finished eating, James got dressed, deciding he should head home to give them both a break to clear their thoughts.

"Call me when you want to get together, or even if you just need to talk," James said as he stood by the door.

"I will, same goes for you."

James just nodded, feeling like he was somehow saying a more permanent goodbye to her. He wanted to make sure she knew that she was more to him then just some shag, but he didn't want to say too much.

"I know none of this is easy for you." He placed his hand on her cheek and lightly caressed her soft skin with his thumb. "But know that you mean a lot to me, Clara, and I care for you very deeply."

"Thanks," she smiled at him. "I care about you too."

James leaned forward and kissed her slowly and tenderly, trying to put the feelings he couldn't say into the action. Clara returned the kiss with the same tenderness, until James pulled away. He left with a final goodbye and Clara closed the door, leaning against it. She appreciated that James was opening up to her, but why was she unable to open her heart to him. Was she still so messed up from the Doctor? Maybe what she needed right now was some distance from both men and some time to focus on herself and what she really wanted.

James left Clara's flat and despite his uncertainty about her feelings, he knew what he wanted to do. Opening up to her had made him realize that long before he had met her, he had wanted out of his life of crime. He had been going through the motions for so long that he had convinced himself he was happy, but he really wasn't. He knew now what it felt like to be truly happy and it was because of Clara. The only problem was that once he came clean to her he would surely lose her. However, there was one person who deserved to hear the truth before she did, and that was his brother. Being back and seeing him again made him see just how much he missed him and the connection they once had; no one knew him better than his twin did. Maybe, just maybe, if he told him everything that happened after he left Scotland, they could work at repairing their relationship and he'd have his brother back. But he knew by telling John he would have to tell Clara and before any of this could happen, he needed to put his exit plan into motion. Question was, what was that?