Clara inhaled a deep breath and smiled. The sweet, earthen smell cleared her head and made her forget, for a moment, her worries about this new Doctor. The giant lake in front of her sent a breeze to tousle her hair, obscuring the view of the giant silver city beyond. She took a few steps more through the bright green grass below her, a crisp scent wafting up from the ground.

"What is it?" Clara asked as the Doctor strode, tall, solemn, and imposing out of the TARDIS.

"What's what?" He replied in a gruff voice. His steely glare and set frown told that he was in a worse mood than usual.

"Hey." Clara waited for him to sidle up to her and nudged him gently in the ribs. "What's gotten into you? You were all excited about adventurin' and now you're sulkin'."

"I'm not sulking. This is normal me; you're just not used to it yet." Still, the creases around his lips deepened further as he looked at the ground beneath them. "Apple grass..." he muttered, his eyes softening as he trailed off.

"Ah, that's the smell, isn't it?" Clara breathed it in again and giggled. It was so beautiful and fresh. "It's wonderful."

The Doctor grunted, his nose wrinkling in displeasure. "It's nauseating."

Clara looked at him in disbelief. Her Doctor, the old Doctor, would have been jumping and running around like a kid, exclaiming about the sweet smell of the apple grass.

Putting a hand on her hip, Clara conveyed all seriousness to him. "I'm not going anywhere with you having that attitude."

He gave her an indignant look, mouth open and tremendous eyebrows furrowed. "Yes, mum." Then he shoved his hands in his pockets and turned back around, bony shoulders hunched.

"Where are you going?" Clara wondered as he strode toward the TARDIS.

"Come on." He waved her forward and pushed open the blue door with the toe of his shoe.

"Wait, but-" The door swung closed as he stepped into the time and space machine. "I'm going to slap him so hard," she muttered, storming after him.

"Doctor!" She entered the TARDIS and slammed the door behind her, stopping short at the sight of him fiddling with the controls on the console. What happened to helping the person who sent him the message?

The grumpiness she could handle. Even the derisive comments were beginning to roll off her back. But ignoring her? Ignoring a cry for help? That was where she drew the line.

Clara strode toward him, intent on grabbing him and forcing him to face her, but he spun and looked at her, eyes wide with innocence. "That wasn't where we were going."

The TARDIS began to groan and wheeze, the lights flashing.

"But you said-" She huffed as he cut her off.

"It was New Earth. Just not the right part of it. I needed to see."

"See?"

A sardonic chuckle barked out of the Doctor's mouth. "You didn't even see it, did you, the great big building with a giant crescent moon on the side?"

Clara thought back to her glimpse of New Earth which the Doctor had cut short. She had been so enamored with the apple grass that she hadn't seen much else besides the city and the water. Now that they had left there so quickly, she wished she would have taken it all in.

"No," she said, curious now. "What is it?"

The TARDIS sounded its normal ruckus again with an accompanying thump.

"Hospital." The Doctor rushed past her and pulled open the door. "Well, was a hospital. Until I came along." He darted through the door, leaving her unasked question resting on her tongue.

Clara sighed and followed him, grabbing the sonic screwdriver that the Doctor had left on the console. She walked out the door and into a round office with stark white walls and navy blue carpet. The Doctor was already leaning his arms on an ornate wooden desk, staring with excitement into the bloated face of a stout, chubby man, probably a head taller than her own height when standing. Next to his large, cushioned chair on the other side of the desk was a middle-aged blonde woman with eyes as hard as flint and pointed glasses.

"I must precede this conversation saying that any peril expressed by the Duke of Manhattan-"

"Shut up," the Doctor said with a sigh. "Can you please just shut up? I've wanted to say that to you since the moment I saw you but I was too nice back then." He turned back to the man. "I asked you how you contacted me."

His mouth hung agape for a moment. "The- the Face of Boe helped," he stuttered in shock. "He also told me you would be…" His wide eyes scanned the Doctor from head to foot. "…quite different."

The Doctor flashed one of his silly, childish grins that gave an eerie characteristic to his wrinkled face. "So I am."

The man, presumably the Duke of Manhattan, swallowed hard. It sounded like he had known a previous version of the Doctor and was taken aback by this one, even intimidated by him.

Clara smirked to herself. She knew the feeling.

"So." The Doctor straightened and crossed his arms, turning toward Clara. "Problem." He nodded at her, spotting the sonic in her hand. She tossed it to him and a metallic clink sounded as he caught it in his hand. He stuffed it into his pocket and turned back toward the Duke of Manhattan. Sensing it was safe, Clara stepped further away from the TARDIS and stood beside the Doctor.

The Doctor raised his eyebrows at the ornately dressed official and snapped his fingers in his face. "Keep up! What's the problem?"

The Duke jumped at the Doctor's sharpness, but took a deep breath and composed himself. "Do you remember when you were here ten years ago in our world's time?"

"I may look old, but I still remember." He sat at one of the chairs in front of the desk, folding his hands on his lap in a businesslike manner. Clara followed suit and sat in the vacant chair next to him.

"How could I forget the lovely Sisters of Plentitude and the Lady Cassandra possessing my friend?"

"When was this?" Clara murmured under her breath.

"Tenth regeneration," he murmured back.

The Duke cleared his throat. "The Lady Cassandra has not been seen since then."

The Doctor nodded knowingly, not surprised.

"But the Sisters were taken into custody and banished to the nearby planet Fryl."

"Merciful. Fryl is a nice planet."

Clara chuckled, remembering the planet's aversion to all furry and friendly creatures. "Unless you're an animal."

The Doctor's eyes widened. "Oh. I see."

Clara wondered at his solemn reaction, since she had only been joking. "What?"

"Tell you later," the Doctor sighed. "What does that have to do with right now?" he added to the Duke.

His eyes grew a little wider, and his forehead crinkled in worry. "I think some of them escaped," he whispered, as if he was afraid someone would hear them. "I think they want revenge."