It starts, as it always does, with Clara.

She convinced him to come and watch a movie with her in the theater room.

The movie ends with a grand sweep of nostalgic music. It's one of the Jane Austen adaptations—The Doctor had wanted to watch the one from 2077, Sense and Sensibility but with robots, but she'd insisted on a classic.

She yawns and stretches, and the Doctor jerks, realizing that at some point during the two hours he'd started to lean close to her, popcorn spilling over both of their laps. She glances at him as he scoots up to one of the couches, but she doesn't seem to be irritated that they'd been close.

He'd been so very touchy as Eleven, and he'd made sure to make clear to her in the beginning that he is not and cannot be that way again. So, they make do with the strange friendship. It's not the most awkward relationship he's had with a companion by a longshot—Martha's disappointed look, 'this is me, getting out' as he screws up again—and he's fine with it. Really, he is. And she is too. Besides, she's with P.E. now.

The piano music fades out into silence, and she beams at him as he mentally asks the TARDIS to turn the lights on again.

"Liked it?" She asks.

He scoffs. "I never said I didn't like it. I just said I preferred Sense, Sensibility, and Robots."

"But it's good, isn't it?" She pushes.

He rolls his eyes as he opens the door to the hallway back. "Yes, a wonderful piece of cinema." She elbows him on the way out, and they walk back to the console room, bickering about the benefits of Darcy versus Bingley. Clara tries to bring up Mr. Knightley from Emma to combat them both, which the Doctor shoots down, because they're just talking about Pride and Prejudice right now, obviously, and the Doctor feels something akin to contentment. He treasures it, holds it close, knows that happiness has been few and far between.

In hindsight, he should have guessed that it wouldn't have lasted.

"Did you do things like this before?" She asks idly.

"What, regency romances? I had a few—"

"No, dummy, I meant watch movies. With the ones before me."

He freezes for a moment as his hearts stutter. "Er, what d'you mean?"

He can almost hear her rolling her eyes. "I'm not stupid, Doctor. You know, the companions before me. Don't worry about bruising my ego, I can take it."

He thinks about picnics in parks with Rose, her throwing her head back in laughter as he makes a joke.

He remembers leisure trips to exotic planets with Martha as she geeks out enthusiastically about the different bone structures of all the speciates.

He thinks about him and Donna gossiping at a dinner party in 1923.

He remembers the Ponds, years and years of nothing but low-stakes adventures, of knowing he's running out of time but running anyway.

"Yes."

She opens her mouth to say something else but must hear something in his voice that causes her to think better of it. He pilots the TARDIS to her flat and she steps forward like she's about to hug him. It's what they always did, Before.

She hesitates, settles for an awkward wave and almost runs into her flat.

It's early days yet, he reminds himself. He doesn't feel hurt. And if he does, it's his own fault for expecting things from her. He doesn't even know what he's expecting.

Months later, after Clara lost Danny and The Doctor lost Missy, and they're back to running. They're closer, without the odd tension that came from him changing faces. She's comfortable with him, and he's comfortable with her in a way he hasn't been since the Ponds.

They've just gotten back from a trip to the American War of Independence. Clara had wanted to know if Alexander Hamilton really was just as bisexual as the musical implied him to be. The answer was yes, yes, he was, and it was just lucky that dear old Alex hadn't picked up that the Doctor was The Doctor. He hadn't been lying when he'd said two of the Founding Fathers fancied him.

The whole thing had gone wrong, as it always did, and he and Clara had ended up being accused of being British spies (which was ridiculous, since he was clearly Scottish). They'd had to sprint back into the TARDIS in regency clothes, dodging bayonet fire all the way, and that was apparently how the Battle of Bunker Hill got started.

Anyway, Clara had showered and now strolls into the console room, wearing yoga pants and a tank top, carrying a tea tray.

"Those old-fashioned dresses are awful." she says, shoving past the Doctor to collapse dramatically into a chair. The tray wobbles ominously and he automatically steadies it before tea gets into the inner workings of a time machine again.

"What, not a fan of corsets?" He snarks without turning.

"Torture devises, they are. Can't believe women wore those for centuries."

"Well, so did you." He points out, then immediately regrets it.

She frowns. "How d'you mean?"

He sighs. "One of your... echoes. You know."

Clara's eyes widen. "Oh. Right." They don't generally bring That up, like how they don't bring up most things that happened last regeneration. Today, though, seems to be a day of breaking barriers, because Clara leans back and looks thoughtful.

"I really was part of your whole life, wasn't I?" She says. "It's hard to think about it much."

"Well, it would be." He says. "Roughly twelve hundred years of life is too much for your tiny human brain to handle. It's a survival method."

"Well then, I suppose you'll just have to remind me of what I've forgotten." She smirks and he feels a sense of foreboding, as if he's remembering in the wrong direction like with Ashildr. "Tell me about your other companions?"

The Doctor's hands freeze on the trinket he'd been absently working on. It's been months, but he supposes it would be unClara of her to just drop it. "What do you want to know?" He answers, tone carefully neutral.

"Who was right before me?"

"There was Amy Pond," He plans to just say that, hoping to shut down this conversation before Clara's curiosity makes him relive things he does not want to relive, but the next name pushes out of his mouth like it always did before. "And Rory Williams."

You never couldhave one without the other. Ghost words echo out of his memory. Together. Or not at all.

"Two?" Clara, of course, isn't satisfied. He loves and hates it about her—she always wants to know why. Why bother, why not, why are some things like this and others like that, an insatiable need to understand.

It's probably tied into that control freak trait somehow. Most of the time he likes it, but today he wants to just drop her off to her students and let him brood in peace.

"Why two?" She asks again.

He shrugs. "Couldn't have one without the other."

"Married?"

"Yeah."

She's quiet and he tenses, expecting the question that's inevitably about to come.

"What happened to them?" She asks.

The guilt rears up like a hungry beast.

You are creating fixed time; I'll never be able to see you again—

This is the story of Amelia Pond, and this is how it ends.

"Doctor?" Clara asks softly, and she's closed the distance between them without him realizing it.

His hands clench and unclench. "They lived to death."

"What-?"

"Well, this has been fun, really it has, but it's time to get you back to school and probably a yoga class or something, given what you're wearing. Did you know there's a whole species called Yoga? They're actually one of the more warlike species I've known which is ironic because—"

"Hey." She cuts off his rambling. "Are you gonna tell me more, willingly or am I gonna have to pull it out of you? Because it seems like you've got some unworked through things if you can't even mention what happened to them—"

"Clara, I don't like it when you play therapist with me and you know it."

"If you'd just tell me what happened—"

"Do you remember the Weeping Angels, Clara?" He snaps out.

"The statues underneath the snow at Trenzalore? What do they have to do with anything?"

He strides to the opposite end of the console and up the stairs. "Nothing. Everything. Do you know what they do?"

She hesitates. "I-"

"One touch sends you back in time. They live off the temporal energy that creates and let you live to death. So maybe you're twenty-five in 2015 and it zaps you back to 1925, and you look up and all of the sudden their grave is right in front of you and you can't do anything about it." He stops, abruptly aware that at some point he'd stopped talking in the hypothetical and started talking about that day that was all his fault.

"Have you ever told anyone about this?" She asks.

"Yes." He deflects. "I told the Paternoster Gang." It's not a lie. He had told them that they weren't coming back.

"Told them everything?" She presses.

He doesn't look at her.

"Well then." Clara reaches up to touch his cheek. He struggles not to flinch. "Tell me what happened after."

He stares at her. "Do you really want to know?"

"No." She smiles. "I want you to tell someone. And if that happens to be me, then that's just a welcome side effect, isn't it?"

He sighs and steps away from her touch. "We'd won. We'd destroyed the Angels by creating a paradox. River—you remember River? She'd written a book in her future that had said that the Ponds would die. I'd read it, and I knew that time couldn't be rewritten when you'd read it. But we'd made it out, and I was just about to step back into the TARDIS with Amy and River when Rory saw his own gravestone."

"Oh." Clara just looks at him.

He scowls at her. "Stop doing that with your eyes."

"Doing what?"

"The thing where they inflate. Stop it. Anyway, there was one Weeping Angel that we hadn't caught. It was so sudden—we just blinked, and Rory was gone. And Amy—" He can't just stand there. He walks up to the railing and starts pacing.

"She—she was caught looking at the thing. And she wouldn't come back with me. She insisted on following Rory back to the 1920s. And when Amelia Pond insisted on something, she got it. So I—I never saw them again."

"Why couldn't you travel back and get them?" Clara asks.

"That time zone was too unstable after the Angels had screwed it up for so long. If I tried to force the TARDIS there, it would probably explode and end the universe again."

"Again? Wouldn't I have remembered that?"

"Nope. I fixed it."

"Oh, I see. Was there anything else?"

He gives her a hard look. "I think that's enough reminiscing for one day." He starts to put in the coordinates in to send her to her flat.

"Wait, Doctor. Stop running away from it."

"I'm not running."

"All you ever do is run, Doctor." She says it sharply enough that he stops, then softens her voice. "And sometimes that's okay. But I'm going to help you with this one, alright? Like you helped me after Danny."

He remembers that—the hard days after the dream crabs when she started travelling with him again. The Good Days were nothing but jumping off cliffs with his Union Jack flag as a parachute, negotiating peace treaties and coming back to the TARDIS just to collapse and do it all again the next day.

And then there were the Bad Days, when Clara couldn't get out of bed and he'd find her there at two pm, just staring at the ceiling.

"What's wrong?"He'd said, the words coming out dumb because he'd never seen her like this before.

"Nothing's wrong."She'd said, staring at the ceiling, her eyes dead. "That's the problem."

He'd helped her as much as he knew how—made her breakfast and cleaned her house, helped with grading her students' assignments, staying quiet until she finally felt safe to tell him that she'd had days like this before, but she hadn't wanted him to see. She hadn't said it outright, but he knew her well enough to see that she'd been scared he'd drop her for being weak.

That sometimes she just can't feel, disassociating and so numb that she can't do anything. "I'm sorry." She'd said. "I didn't mean to drop this on you. We're meant to just run around, yeah? None of these nasty emotional things."

He couldn't find words at first. He thinks of nights where he remembers that she can't do this forever, that no matter how long she thinks she can run with him, it won't be forever. Because immortality isn't living forever. It's everyone else dying. One day, she'll be gone, and he'll still be going.

She'd bit her lip in the long silence, nervous, and he'd just looked at her, saying words too small to show what he felt. "I have a duty of care, Clara."

"I've got a duty of care, Doctor." Clara says now, small on the stairs below him but somehow bigger than anything else in the room. And he knows he can't run now.

"The book that River Song wrote; she had Amy write an afterword. To… to say goodbye."

"What'd she say?"

"I don't remember." He says.

"Liar." She says with sad amusement. "You memorized it. I can see it in your eyes."

He's concerned at how well she knows him, because of course he memorized it, unintentionally, the moment he finished the page.

He shrugs, like it's not a big deal. He's thought over these same words over and over in his head. What's different about saying it out loud?

"'Hello, old friend. And here we are, you and me, on the last page. By the time you read these words, Rory and I will be long gone. So, know that we lived well, and were very happy. And above all else, know that we will..."

He turns away from her, clearing his throat. He can feel her reading glasses on his old-young face, he can hear River piloting the TARDIS somewhere away from there, feel himself adding the Ponds to the Lost section of his scarred hearts, the scabs that heal over and then break again, picking at the old wounds because he just can't win

"Finish it." Clara says, gently but firmly.

He pulls up his psychic barriers to stop himself from feeling and finishes the rest in monotone. "'Above all else, know that we will love you always. Sometimes I do worry about you, though. I think once we're gone, you won't be coming back here for a while, and you might be alone, which you should never be. Don't be alone, Doctor. And do one more thing for me.

"'There's a little girl waiting in a garden." That almost shatters his psychic barriers, but he pulls himself back together again. "She's going to wait a long while, so she's going to need a lot of hope. Go to her. Tell her a story. Tell her if she's patient, the days are coming that she'll never forget.

"'tell her she'll go to sea and fight pirates. She'll fall in love with a man who'll wait two thousand years to keep her safe. Tell her she'll give hope to the greatest painter that ever lived and save a whale in outer space. Tell her that this is the story of Amelia Pond, and this is how it ends.'"

Clara is silent long enough for the Doctor to compose himself. He hates being vulnerable with her, with anyone.

When the dust settles, he turns back to look at her.

"Have you?" she asks, climbing the stairs so she's on the same level as him. "Talked to little Amelia?"

"No." He says quietly.

"Why?"

"I didn't do a lot of things for a lot of time, afterwards. I—I somehow ended up with the Paternoster Gang, in Victorian London. I was there for—" He blows out hard. "Years, I think. Then I met one of your echoes."

"The barmaid."

"The nanny. Yeah. Before that, well. They stuck with me when I was... in a pretty dark place. It's just lucky it's way too much work for Time Lords to just, erm, stop, because—" He stops when he sees the horrified look on Clara's face.

"Doctor, did you—"

"No!" He says hastily. "I never—I was joking, Clara, I never got far enough anyway—"

"Far enough?"

"There were just... thoughts, sometimes. It was only for a few years, and for Time Lords to, you know... We have to intentionally not regenerate, and that's hard to do. The last person who did..." He cut off his rambling because he doesn't want to think about the Master and Clara looks scared.

"The point is that I found you, or a version of you, and that got me working again. I'm fine now Clara, I swear."

She looks doubtful, stubborn. "I think you should find her. I think it would give you closure."

Maybe he doesn't want closure. Maybe he wants to keep holding on to them and their souls, to Amy's determined Scottish accent and red hair, her fearlessness. He wants to hold on to Rory and his fierce loyalty and his true kindness.

They fill him up until he has to turn away and screw up his face in that way to keep himself from crying. He knows he needs closure. He knows that. He's just been putting it off, because there's just some savage, dangerous satisfaction that comes with not letting them go.

"I can't." He doesn't like endings.

"You've got a different face now. You can."

He can. He has no good reason to put it off. He looks up to see Clara about to hug him, but slowly, clearly telegraphing it so he can pull away if he wants to. He doesn't—just lets her wrap him up. He tries not to think about when she'll be gone too, and he won't have the luxury of forgetting her.

"I'll do it." The Doctor says.

"If it helps, you'll be doing it for Amy." Clara says. "And when you come next time, I'm going to ask you again, so don't squirm out of it, alright?"

"I... won't."

She searches his face, then nods, apparently satisfied. The TARDIS starts to dematerialize on its own, and Clara gives him one last smile as she heads out.

He collapses onto a chair, rubbing his forehead. He closes his eyes and focuses on the warm connection he has with his ship. "Take me to when she needs it."

The familiar whooshing sound starts again, and when it ends with a thud, he doesn't walk out immediately. He just stares at the door.

Last chance to back out, he tells himself.

There's a wheezing sound that sounds a bit like a scoff and the TARDIS opens the door herself. He can't help but smile a little as he pulls his cloak tighter and walks out into the cold British air of Leadworth.