A/N: Thank you all for being patient with the updates on this story! I've been traveling out of the country these past few weeks and had the pleasure of getting ill near the end of the trip, but I've since returned home and am making a speedy recovery. I will issue a warning for this chapter, as it does contain language regarding anxiety/panic attacks, so please proceed at your own discretion.

Chapter Thirteen: Skid Row

King Tut's Mediterranean Restaurant was an anomaly against the American country shops and coffee joints of Sherrodsville, Ohio. The sign plastered above its front door depicted the nefarious pharaoh's tomb beside a plate of cooked lamb, the words 'Foreign cuisine without the travel!' scrawled out beneath it in gold lettering. Clara pushed open the door; it jingled on her way in.

Other than her, the place was empty, framed photographs of hieroglyphics and historical Egypt staring at her from the brightly painted orange walls. Cushioned chairs with patterned fabrics were tucked into each table, similar materials hung up on the ceiling, creating a patchwork of color and light. A glass case of pastries caught her attention from beside the counter.

"They're called baklava," the man behind it told her, having emerged from the back room with a smile. He pulled the beaded curtain closed and was now preparing his order pad and pen. "They're made of this very thin unleavened dough called filo, which we mix in with nuts before sweetening with syrup. Very good. Would you like to try some?"

"Oh, no thanks," Clara replied, trying her best to return his smile with her own. As appealing as it was, she wasn't sure she could stomach anything right now, lest of all pure sugar. "Just two water bottles for me, please."

"Of course," he said, reaching towards the refrigerator. "Are you visiting Sherrodsville? It isn't often we get tourists."

"Passing through, more like," she nodded, watching as he bagged her purchases and rung up her total. "My friend and I, we broke down about a mile from here. Trying to get back on the road again before it's too late."

She spared a glance over her shoulder, not quite knowing what she wanted to see. A touring bus, maybe. The repair shop that stood across the street from her was now bathed in gold from the late afternoon sun, The Doctor somewhere within its walls, trying to get them out of here. She felt guilty for leaving him, but the smell of gasoline mixed with her rising panic soon became too much to handle. Not to mention she knew nothing about cars. Water seemed like her safest contribution.

"So you're the owners of the nice car," the man mused, accepting her card when she handed it to him. "I saw it from the window and thought I must've been dreaming. No one within miles of Sherrodsville owns anything as nice as that beauty."

"I guess it does kind of stick out, huh?" she asked amusedly. Sort of like a...big chin.

"With a car like that, you'll be the talk of the town for days," he laughed. Her receipt inched out of the cash register. "I wouldn't be surprised if you got a mention in the daily paper."

The Doctor would like to see that, Clara thought to herself as she received her water and, to her surprise, a plate of baklava served with pistachio nuts. She inspected her receipt in scrutiny.

"Oh no, I didn't—"

"Don't worry. It's on the house," he promised, nudging the plate towards her. "For all your troubles. I wish you and your friend well."

Despite all the chaos swarming around her, the young writer found herself smiling as she accepted his kind gesture. Was this man simply generous, or had the distress on her face been that transparent? Perhaps it was both, she presumed, thanking the man before he retreated to the back to solve a crossword puzzle. She seated herself at a table by the window and nibbled on one of her free pastries in thought.

As much as she wanted to deny it, a small part of her had always known this would be a long shot. The moment that ground attendant broke the news to her of her cancelled flight, she knew her chances of partnering with Wayfarer Industries were zero to none. She was already lacking the legitimacy of most professionals, having no prior experience in business other than the minor transactions with her blog. What made her think that everything was going to fall into place?

You're going to lose this opportunity, a wicked voice inside her head sneered. And afterwards, you'll lose him, too.

Her breathing suddenly became much shorter than usual, the dull pain behind her eyes sharpening to the point in which the edges of her vision began blurring in and out. Traces of sweat appeared on her brow. Was she just tired, or was this something more sinister, more severe? The tips of her fingers grew numb until it felt as if she couldn't move them at all, and a similar sensation had spread to her lower limbs. She was going to blackout here, in this small restaurant in this small town with no one there to help her until she had disappeared into darkness—

The door jingled, and The Doctor entered. He stopped when he saw her.

"Are you okay?" he asked. He suddenly seemed very far away. She shook her head.

"N-No," Clara got out, trying to latch onto her words but failing in the process. "I can't...can't breathe—"

He was at her side in an instant, one hand on her back, another trying to hold her hand, which had gone frozen from shock. "Clara, I need you to listen to me, okay? You need to breathe. I know it seems impossible right now, but you can do it."

She tried inhaling through her nose. It felt like it was doing nothing for her.

"What's happening to me?"

"You're not receiving enough blood-flow," he informed her, squeezing her fingertips in hopes that she would squeeze back. "Is your vision obstructed in any way? Can you still see me?"

"Kind of," she told him, though his face appeared muddled behind a series of shapes and colors. A humorless laugh escaped her throat. "God, this feels terrible."

"I know, Clara. I know," he replied, pressing a kiss to her forehead. "Calm down, focus on your breathing. Update me whenever you feel anything different, alright? You're going to be okay, I promise."

Regardless of the upheaval that roared in her veins, she believed him, and tried to follow his instructions. She inhaled and exhaled for several minutes, notifying him of her symptoms as they came and went. When the blood finally returned to her fingertips, her grip on The Doctor's hand went from weak to viciously tight in fear of losing control again. Never had she felt so powerless against her own body before. It was as if all of her deafening thoughts had taken physical form, flooding through her in search of something to break.

Once the worst of it was over, once her vision had cleared and her breathing was more or less back to normal, Clara laid her head down on the table and groaned. The Doctor took the seat across from her, still holding her hand. He tried, unsuccessfully, to screw the cap off of a water bottle with the other.

"Was it a panic attack?" she asked after a while, her face buried into the crook of her arm.

"Depends on what caused it," he mused, for it was a possibility. "Have you been drinking enough water, getting enough sleep?"

He nudged her elbow with the plastic bottle. She lifted her head and wrinkled her nose in distaste—if she couldn't stomach anything before, then she sure as hell wasn't going to now. The Doctor gave her a stern look until she agreed to take it. It didn't occur to her until now that he'd adopted another tone when talking to her, a professional one that only belonged to that of a concerned physician. He'd studied a good third of his life to heal people. Stubbornly, Clara swiped the bottle from him and took a single swig.

"I think I'm hydrated. Rubbish with sleep schedules, but that's always been a problem for me. Do you think it'll happen again?"

"Hopefully not, but you should drink up just to be sure," he told her, frowning. "What do you mean by rubbish?"

She paused, lips poised on the mouth of the bottle. She remembered how much she had fussed over telling him this.

"What I mean is..." she began, lowering the bottle with one hand and pulling the other out of his grasp. Her fingertips immediately retreated to her mother's ring. "There are nights where I only get a few hours of sleep...and there are some where I can't sleep at all." It soon became difficult to meet his eye. "It started when my mother passed away, so it's nothing new, or surprising, for that matter."

Meanwhile, The Doctor leaned forward in his seat, the consternation in his eyes becoming more and more evident by the second. He knew that she had every right to remain private about a situation like this, especially in the short amount of time he had known her, but the mere idea of her suffering in any capacity was enough to make his stomach twist. She had been coping with this for eight years?

"Have you...reached out to anyone about this?"

Clara shifted uncomfortably in her seat, as if she had been avoiding that exact question up until now. A professional or a friend? she thought, wanting to joke about how he could very well serve as both. She swallowed the comment down instead.

"I've been meaning to," she admitted. "You know when you look at a part of yourself that you know could be improved, but you just sort of...bottle it up? As if by ignoring it, you're convincing yourself it's not a problem? That's how I've treated this for the past several years of my life, and to treat it any differently is a little scary. It's a problem that has grown severely out of proportion, and I don't want to face it."

He knew what she meant, and could even pinpoint certain aspects of his life he'd treated with a similar denial. His reckless behavior, for one. His apathy towards money another. In fact, Clara had been the first person with whom he could truly bring these aspects into light. And she hadn't received them with judgement, but with kindness and understanding. He was touched in knowing that she could do the same with him.

"Thank you for telling me," he said quietly. Clara raised her eyebrows in surprise.

"I assume insomnia was a contributing factor, then?" she asked, referring to her incident that had occurred just moments before. She flexed her fingers, suddenly grateful for her ability to do so. The Doctor watched her movements with a furrowed brow.

"A lack of sleep can harm the body's ability to regulate hormones pertaining to stress," he replied, urging her to take more water as he explained. "And seeming as though this trip has been anything but a peaceful getaway—" He dodged the look she gave him. "—it isn't entirely unfathomable why something like this happened. The TARDIS wouldn't start, you were stressed, and..." he trailed off, unable to continue. His eyes flicked to hers, a mixture of worry and guilt embedded in green. "But you're safe now, I promise."

It was the second time he'd assured her of that, and like the first, she trusted him wholeheartedly. Finishing off the last of her water, she reflected upon the past day or so, and realized how this incident could be seen as a pinnacle of sorts. They were nearly robbed yesterday morning, and were now stranded in a tiny town with a failed engine and no way out. Having dealt with that atop of pre-interview stress was a concerning combination, to say the least.

"Has anything like this happened before?" The Doctor asked. She shook her head.

"Never," she told him, drawing her lips into a thin line. "What if my refusal to sleep was the difference between nearly passing out and being perfectly fine?"

"No one is perfectly fine," he pointed out, a hint of amusement in his voice. "Otherwise I'd be out of a job."

She smiled at that.

"I don't want anything like that happening again," she admitted, more to herself than to him. "And I know I'm not trained in medicine, but I know I can improve my sleeping habits without having to take any medication." The fact that medication was even on the table at this point was discerning. As if these past few moments weren't eye-opening enough. The Doctor nodded.

"I think so, too."

Suddenly determined to make things work, Clara requested his help in getting her internal clock back on track—through a checklist, of all methods. She'd cut her caffeine intake to two cups a day. Writing an hour before bedtime was prohibited, something she wasn't looking forward to, as she spent most of her nights staring at a computer screen. ("A pen and paper will work just as well," he reassured her.) By the end of it, she didn't know if she was grateful they'd worked together in compiling the list, or simply distressed that she could no longer depend on coffee to keep her awake.

"Thank you," she told him afterwards, staring at her loopy handwriting on the napkin she'd scribbled on. A blush crept up the sides of her neck. "I'm sorry you had to see me like this."

"You don't need to apologize," he said, just glad she was okay. In fact, he was proud of her. Allowing oneself to be helped always seemed more difficult than receiving the help itself. At least in his experience. "Whatever you need, I'm here for you."

It was the most reassuring thing he could've said. Letting out a long sigh, Clara smoothed out the napkin on the table, and asked, "You really think I can do it?"

"I know you can," he replied, taking her hand and pressing his lips to her knuckles. Her fingers, warm and working and alive, squeezed back twice. "Brave heart, Clara."

She didn't know what surprised her more—the motorbike standing in front of them, or the fact that The Doctor actually knew how to drive one. He was licensed and everything. And she actually believed that she knew a fair deal about him already.

"Are you serious?" was the first thing she asked, staring at his license in complete dubiety. "How old are you in this?"

"Nineteen," he replied mournfully, covering the grainy picture with his thumb. "Don't look at my hair. I was in a very bad place at the time."

"This bike's been with me for about six years, and I've never taken it out of Sherrodsville," Ilene told them, wiping down the front fender with a dirt rag. "Ironically enough, it was a traveler who sold it to me. Said he didn't need it anymore."

"New bike?" The Doctor asked.

"New baby," she corrected him. "Apparently a sidecar was out of the question."

Since Ilene was visiting her daughter in Princeton the coming week, she said their best bet was to take the motorbike to New York and have it picked up at a later time. Their only other concern was that of their luggage—which would have to be shipped to an address in the city. Whatever they could fit into their backpacks was all they could reasonably travel with. The TARDIS would be fixed as soon as parts were available and returned to the nearest airport, which unfortunately was forty-three minutes away. Ilene claimed she didn't mind driving the distance for them.

Whether or not they could trust this woman they'd only met only an hour ago was the least of The Doctor's concerns. In fact, over the course of these past few days, he'd placed his faith into more strangers than he had in his entire lifetime. From Clara herself to The Captain in Reno, he found himself incredibly lucky to be surrounded by such good people. He wasn't sure if he could say the same for the past four years of his life.

"We don't have to take up her offer," he promised Clara when he pulled her aside not a minute later. "Your health is our first and foremost priority, and if any part of you feels the slightest bit unsure about this, then we can—"

"Let's do it."

To say he was thrown by her response was an understatement. Blinking back in incredulity, The Doctor found himself taken aback by the set determination in her brown eyes. Never had she been more on board with anything these past two days.

"Are you sure?" he asked her, licking his lips. "I don't know if you're fully well enough to travel, lest of all without a seat-belt."

"Do we have any other options?" she asked him, her voice earnest. "We made a promise to each other that we'd get to New York on time, and I'm not willing to give up when we've come this close to making it."

His ambition was aligned with hers, but his concern for her was far more pressing. He'd already had her drink three bottles of water. But the expression she held told him that she would refuse to stay put, no matter how much he advised it. They hadn't traveled two thousand miles to stop now. Despite this, The Doctor let out a slow exhale, and nodded.

"Okay," he said, looking at her in resignation. "But you need to take it easy, alright?"

"It's what I'm good at," she replied, giving him a sidelong glance. He shook his head.

"And change your outfit. I'm not letting you on the bike wearing those," he said, gesturing to her open-toed shoes. She willfully agreed and left to go grab her belongings from the TARDIS.

He watched her go, telling himself repeatedly that she was fine now, that he'd never disagreed to do this sort of thing before. What had changed? Why did he suddenly hesitate on what was otherwise an easy decision? Seeing Clara in pain back at the restaurant had scared him far more than he let on. Looking at her retreating figure now made him realize just how much he could care for another person. And that made all the difference.

"Have you finally resorted to hitchhiking?" Amy asked when she picked up the phone after the second ring. Her voice was dripping with sarcasm.

"No, although I don't think this next option will be any better," he admitted behind bared teeth.

His friend listened patiently as he explained to her their current situation—from their failed engine to the motorbike that continued to stare at him from the corner of the garage. Ilene had taught him how to start the vehicle, a process he'd repeated several times over to assure that it was fully functional. He didn't need another incident like this happening in another town. They'd been lucky enough to land in Sherrodsville to begin with.

"And Clara's fully on board with this?" Amy asked once he was done. The Doctor ran a hand over his face.

"She told me she was," he replied uneasily. He omitted what had happened in the restaurant but was apprehensive nonetheless. Amy picked up on this, and was even a bit surprised to hear him second-guessing himself. Perhaps the two travelers had influenced each other more than she'd initially anticipated.

"By god, you've converted her," she said, sounding exasperated. He grimaced.

"I don't know, I think the determination is all her own," he admitted, eyes trained on the open door in which she left. "Her interview is in less than twenty-four hours."

"Do you think you're going to make it on time?"

"I don't think we have any other choice."

"Well, you gotta give it to her. If I were stuck with you for two days, I'd be eager to get to New York, too."

The Doctor managed to smile at that. Amy always knew how to alleviate the tension from a situation.

"I miss you, Pond. Happy birthday."

"My birthday's not until tomorrow," she reminded him. "But I miss you too, you big idiot. Now hurry up and get here! Rory's gone to the store twice already to pick up cleaning solution. I'm getting high off of the fumes; I need you to talk some sense into him."

Amy agreed to have their luggage shipped to her place and wished them well on the remainder of their trip out East. The Doctor found himself smiling at her contact photo for minutes after she hung up. It was a selfie she had snapped with the flash on, and while it wasn't the most flattering portrait, it definitely embodied everything that she was. Hilarious, lively. Someone he could truly depend on. Interviews aside, he had his own reasons for wanting to get to New York. His best friends were there. That in itself was enough to get him excited again.

The Doctor kick-started the motorbike for a test run, the purring of the engine making his pulse quicken as he drove it up and down the street. It had been about a year since he last rode, but he grew accustomed to it within minutes. It was the kind of skill you never forgot, like swimming, or riding a bike. This was just another type of bike, he supposed.

Clara emerged from the garage not a moment later, wearing a pair of boots and a heavy denim jacket. He pulled up beside her and flipped up the visor on his helmet.

"Can I take you for a spin?" he asked her in a scarily accurate American accent. She put on her sunglasses and shook her head.

"You're insufferable."

"And you're brilliant," he said, beaming.

They organized their backpacks and exchanged contact information with Ilene, who promised to call them once she mailed their belongings and returned the TARDIS to the rental lot in North Canton. Clara embraced her in a hug before exiting the garage, the car mechanic's eyes growing wide from the unexpected gesture. She patted the young writer awkwardly on the back.

"Thank you," Clara told the woman, pulling away. "I don't know how to repay you."

"No need," Ilene replied, the corner of her lips curling into a smile. "The world deserves a bit of basic human decency from time to time."

She was out the door afterwards, while The Doctor lingered behind a moment longer to pay his respects to the TARDIS. It was his last time seeing the vehicle, and though he'd never admit it aloud, he was a tad bit emotional over the loss. It had served them well for over two thousand miles. Parting with it was almost like losing a friend.

"It's been a pleasure," he murmured, resting a hand on the hood, rich blue splayed out beneath his fingertips. His reflection was now muddled behind a fine layer of dust. The workers who had spotted him likely thought he was daft, but he didn't mind—he'd had an absolute blast driving the TARDIS. It was certainly one of the better decisions he'd made.

Ilene raised an eyebrow when she pulled her hand away from their shake, only to find forty dollars in cash nestled into her palm. The Doctor already paid for the engine rebuild.

"I'm not looking for charity," she told him, handing the money back. But his hands had already retreated to his pockets in firm resolution.

"It's not charity," he promised. "It's simply an act of kindness. Of course, it doesn't hold a candle to what you've offered to do for us, but...hopefully it makes up for some of it."

She shot him a sideways glance. The girl certainly struck gold with this one. Not because of the cash in her hand or the eloquence of his words, but because of the compassion that came so easily from him. He gave as if there was nothing to lose—or gain, for that matter. She admired that. Respected it, even.

"Well, for what it's worth," she said, pocketing the money. "Whatever it is you're running towards, I hope you get there."

The young man nodded, backing away in an eager skip. The keys to her bike jingled in the palm of his hand.

"I hope so, too."

Clara wasn't quite sure what had happened. One second she was upright, the wind roaring in her ears. The next, her grip on The Doctor's waist was pulled free, and the ground had suddenly become her sky.

"You okay back there?" he asked her just minutes before, his voice raised against the sound of the rumbling engine. It was the third time he'd asked in the past hour, though her response to the question had been the same every time.

"Yep. Peachy keen," she reassured him from behind her bulky helmet. A fine layer of sweat had developed between the inside padding and her hair, but it was expected when traveling amidst the summer heat. The sun was on its descending path, a cloudless shade of midnight blue blending into orange at the horizon. Flecks of stars dotted the sky like freckles.

Her hold around The Doctor's waist had long since relaxed since they'd left Sherrodsville, the distance between them and the town increasing and increasing until it eventually became too far to turn back. Clara looked upon the open road for miles as if it were an opponent, but soon found her focus wandering elsewhere. The gangling limbs of the trees. The slight thrill of tracing a sharp curve in the road. She was surprised to be enjoying herself, the fearlessness within her foreign yet entirely exhilarating.

Then the car appeared around the bend. She didn't know why her brain had taken so long to process it, but for a full few seconds, she could've sworn they were fine. It wasn't until The Doctor tensed beneath her grip that she knew something was amiss.

The driver was swerving. A pair of blinding headlights traveled lazily from to left to right, though The Doctor knew the vehicle was hurdling towards them at a far more alarming speed. Moments away from being hit, his instinct was the only available asset to him.

Banking right, he felt the front tire hit loose gravel, the momentum of the bike causing them to skid instantaneously. His side smashed against the ground. Clara was no longer behind him.

It was a split-second decision. Why the universe had given him such a choice, he never knew. All he could focus on was the onslaught of pain raging through his body, the blood screaming in his ears. He tried to form Clara's name with his lips, but the darkness claimed him much faster.

"You were too fast to live, to young to die."

The sky went black.