Hazel-green eyes began to flutter open, only to snap shut quickly after. Bright light flooded through Lilly's eyelids, seemingly blinding her. Her movement felt sluggish as she tried to raise a hand to shade her eyes, and it took her a minute to realize that the reason she felt as though she wasn't moving was simply because she wasn't in fact moving.

Something was holding her hand down. It felt like someone had placed a ten-ton weight on her hand, and it was only when it moved that she realized that it was someone else's hand.

But who's holding my hand?

For the second time, Lilly attempted to open her eyes. The light didn't seem quite as blinding as before, but it was still bright enough to cause her to squint.

A faint voice seemed to echo around her, muffled and nearly silent, like listening from underwater. She couldn't make out anything else, but as her senses started to de-fog, some things seemed to slowly come into focus.

The hand holding hers was slightly rough, but the grip was loose and . . . caring, maybe. A thumb seemed to trace itself across the back of her hand, and the soothing gesture made her wonder even more of who it was that was holding her hand.

She couldn't remember who the options were, only fuzzy pictures in the back of her mind would fade into view when she tried to think of who the person might be.

Lilly closed her eyes, trying to make the images come more into focus. One of the images seemed recent, as though it was a memory from earlier in the day, maybe.

A thought of a brunette with deep brown eyes played in her memory. Her name danced at the back of her mind, not coming fully into view but not fading away either. Feelings of happiness and excitement filled her as she thought harder about the woman.

The only other person she could remember was a man . . . his image was extremely out of focus, as though she hadn't had much time to develop it, or to memorize how he looked.

The only significant detail she could make out at the moment was brown hair, with a little twirl at the front. He had . . . he certainly had quite the chin, if what she could remember was anything to go by. Maybe he was the one holding her hand, since she couldn't imagine the woman to have such large hands.

Lilly's eyes slowly blinked open again, becoming accustomed to the light. As her vision focused, she gradually turned her head to try and see who the person beside her was.

A lock of floppy brown hair was the first thing to come into her line of sight, and the edges of her lips twitched up into a smile.

The man's name began to enter her mind, and Lilly slowly opened her mouth, trying the word on her tongue.

"Doctor?"

It felt strange, foreign even, to say such a name. She must have not known this man for long, but the way he hung his head, the way he stroked the back of her hand, they made her think that perhaps she just couldn't remember the other times she had met him. Maybe that was the reason why he did those things. Yes, that has to be the reason, she agreed with herself.

She was snapped out of her thoughts by the sound of the man – the Doctor – calling her name.

"Lilly?" He asked, hope in his voice. She looked over to him, before saying in a weak voice:

"Doctor!" A smile stretched across her lips, a mirroring one finding itself onto the Doctor's too.

"I was wondering when you'd wake up!" Lilly began to reply, when her eyebrows furrowed together.

"Wait- when did . . . when did I fall asleep?" The Doctor, as though suddenly remembering their position, removed his hand from hers, scratching his head in an attempt to cover it up.

"Well- you didn't exactly fall asleep." She raised an eyebrow, silently telling him to go on. "You more of . . . erm . . . you just kind of- Okay, you know what, this is easier: What do you remember?"

She thought about the question. What do I remember?

Faint memories flew into her mind, but they weren't quite clear enough to make out . . . or maybe they were perfectly clear, but just didn't make sense. Anyway, she decided to just tell him what she remembered, however crazy it sounded.

"I- I remember . . . I was downloaded onto my phone, I think." Lilly chuckled softly.

"I was downloaded onto my phone," she mocked herself. "How stupid does that sound?" Lilly looked back to the Doctor, only to find a serious expression on his face. The smile fell from her lips.

"Did that- did that actually happen?" He nodded, and her eyes widened slightly.

"Oh. Okay." The Doctor motioned for her to go on, and she nodded in understanding before continuing with what she could remember.

"Well, erm- the next part isn't all that clear. I can remember . . . it was quiet. Too quiet. I didn't . . . I didn't know where I was. I was lost- I had no idea where I was, and then . . . I heard Clara. She- she didn't know where she was either. And after that, I just . . . I think I just started talking to myself." She glanced at the Doctor then down at her hands which had become intertwined in her lap.

"I was . . . I was hoping that you could hear me, Doctor. I was practically going insane."

"I could hear you." Lilly froze. "I could hear everything." She looked away in shame.

"That means that you heard me when I said-"

"- that you were scared, yes, I heard you." She kept her eyes glued to the wall to her left, away from the Doctor. She didn't want to know what he might think of her, knowing how scared she got.

"Lilly, look at me." She refused to look away from the wall. Lilly heard the Doctor sigh.

"Lilly, being scared is not something to be ashamed of. It's not something that shows weakness; in fact it shows how strong you are. If you can admit that you're afraid of something, then you can show people that you're brave enough to admit any of your faults." Lilly slowly opened her eyes, peering at him with hope.

"Do you- do you mean it?" The Doctor nodded, a small smile on his face. She grinned.

"Thank you, Doctor. Really." A short silence passed, in which they simply enjoyed each other's company, until Lilly reached out her arms.

"Could you help me up?" She asked, wiggling her hands like a toddler asking to be picked up. The Doctor smiled at her, and grabbed her hands to help hoist her up.

Her feet touched the cold floor, and she held on tightly to the Doctor's hand as she tried to stand.

"Woah!" She exclaimed as she nearly toppled over. The Doctor managed to keep a hold on her hand, allowing her to use him to keep her up. She shot him a thankful smile as they began their slow walk out the med-bay and into the hallway.

Her eyes were all over the place as they moved down the hall.

"Where are we?" She faintly recognized the design, but nothing was coming to mind when she tried to bring up a memory of where she remembered it from.

"The TARDIS." The Doctor grinned; clearly the TARDIS was a great source of pride for him.

"She's beautiful," Lilly commented. The walls hummed with approval, and if Lilly wasn't mistaken, she even sounded a bit smug. The Doctor grinned again, this time looking down at Lilly.

"Yes, she is. She is a beauty." Using his free hand, he reached out and patted the wall.

A question popped into Lilly's mind, and she couldn't resist saying it out loud.

"How can the TARDIS be so much smaller on the outside than she is on the inside?" The Doctor's eyes glazed slightly as he remembered a very similar quote from a very similar girl, from not too long ago.

"Go on, say it. Most people do." Clara ran back out onto the cloud, her shoes kicking up tiny bursts of it as she went around the exterior of the TARDIS.

She ran back inside, with wide eyes and a slight smile playing on her lips.

"It's smaller on the outside." His grin fell.

"Okay, that is a first."

"Doctor?" He snapped out of his thoughts by the sound of Lilly's concerned voice.

"Yes? Yes- what is it?"

"You stopped walking for a moment, I didn't know why. Is something wrong?" He shook his head.

"No, no everything's fine. I'm fine. We're all fine." Lilly smiled slightly at his rubbish attempt at covering up whatever was wrong, but she didn't press. Changing the subject in order to free him from any discomfort he may have received during that short exchange, she said:

"Shouldn't the console room have been much closer? I mean, when I was looking for the motorbike, I turned just about two or so corners and then I found it. It was even easier to find my way back, and now- hold on, she's showing off, isn't she?" Lilly arched an eyebrow at the ceiling.

"Are you showing off? Is that why you're making it take so long to reach the console room?" She smirked. "You clever girl." The Doctor smiled.

"You are, aren't you? You're showing off because you've met our new friend." A small shock went through his hand that he still had resting on the wall as they walked, and he quickly drew it away.

"Okay, okay, I get it!' He rubbed his hand. "No more mocking, okay."

Lilly continued walking with the Doctor, until something about his choice of words struck her.

"You- you said that I'm her friend." She shook her head, correcting herself. "No, you said that I'm a friend of both of you." Lilly glanced up at him, a hopeful look in her eyes.

"I'm your friend now, am I?" He looked slightly concerned.

"Well, yes- but only if you want to be, I supposed." Lilly grinned.

"Of course I want to be your friend, you're an amazing, amazing man, but I was just asking because I can't usually make friends that easily." The Doctor shrugged.

"I wouldn't call that easy, necessarily. First, you nearly died when your neighbor turned into a robot, then a plane nearly crashed into your house, then we landed on that plane and nearly died there too if you hadn't saved us, and then you were downloaded onto your phone and still managed to stay sane. That doesn't really sound 'easy.' "

Lilly rolled her eyes, a smile on her face.

"Okay, point taken."

One more turn and they were in the console room. The lights surrounding the console lit up, as though welcoming them back. Lilly grinned at the familiar setting.

The Doctor helped her sit down in the captain's chair, although by that time she was able to do it all herself (he was just being overly-helpful). He began to race around the console, trying to press the right buttons and pull the right levers, seemingly all at once.

"So, are you ready to go and pick up Clara?" He asked her, smiling.

Lilly's eyes widened. "Clara! Oh my goodness, I forgot all about her!"

"That's perfectly fine, you just woke up after getting downloaded onto your phone for Pete's sake. Give yourself a break."

Lilly leaned back into the captain's chair, slightly relieved that she didn't have to feel completely guilty for forgetting about her best friend. Her fingers gripped tightly to the edges of the chair as the TARDIS took flight. The wheezing, grinding sound that was slowly becoming familiar echoed throughout the room, bringing a smile to Lilly's face. She could hear footsteps making their way towards the door, and she steeled herself for an onslaught of hugs and questions.

The door opened.

Clara walked in.

Her eyes landed on Lilly, and Lilly braced herself for a bear hug . . . but the one thing that she had not been expecting, was a slap.

And that was exactly what she got.

Hello dear readers, and thank you for reading Chapter 5. I'm sorry for not updating yesterday, I had auditions for a musical I'm doing and I was stressing about it all evening.

Also, I'm sorry for the late update today. I had a meeting to talk about the Science Fair that I'm involved in at my school, and then on top of that, my teachers decided that the weekend is the perfect time to assign a ridiculous amount of homework.

So anyway, I apologize for the wait, and I hope that your teachers go easier on all of you. Thanks again for reading, and have a wonderful night (or, if you're reading this and it's no longer closing in on nighttime, then just have a wonderful morning/day/evening/whatever the heck you want to call it.)