Clara leaned against the doorway, worrying her lower lip between her teeth as she watched the Doctor. He appeared to be resting peacefully, but all the signs of a fitful night were evident; the pillows he claimed to love so much had been tossed from the bed, crumpled tissues were scattered everywhere, and one arm was tangled in a knot of blankets while the other rested across his eyes.

She sighed. She'd lost track of the number of times she'd woken to check on him, the questions and complaints all running together in her mind. What had she been thinking? As soon as she realized he was ill she should have sent him on his way. He wasn't her responsibility, not really, and even at the best of times he complicated her life. But at this moment all she wanted was for her mobile to remain silent and for everyone to stay away from her door. More than anything, she wanted to be alone with him and she had no idea why.

He startled awake, lifting his head from the pillow, eyes searching her out. When he saw her, he let his head fall back with a soft groan. Clara sat lightly on the edge of the bed, trying to give him an encouraging smile but it faltered and she felt her features draw down in a frown of concern. All was silent in the room except for a raspy wheeze as he breathed in and out.

"I feel terrible."

She rested her hand on top of his head, her thumb stroking his forehead gently. "I know."

"Everything hurts, Clara. Why does everything hurt?" He twitched away from her touch. "That's not helping," he said, his tone accusatory. "It's making my hair ache."

"Sorry," she said, clasping her hands in her lap and then tucking the blanket around him tightly. "I think it's just the flu," she said. "It's been going around at school. You remember hypnotizing Atif into believing he had it?"

He shrugged. "He was almost there anyway, I just gave him a nudge in the right direction."

"Probably where you picked it up, then. Almost serves you right."

A troubled look crossed his face. "But I was never susceptible to human illnesses before," he said, "Not that I can remember. Which isn't much, I'll grant you."

"Yeah, well, a lot has changed about you."

"So you keep reminding me."

Clara opened her mouth to reply but stopped when she saw him clutch suddenly at his stomach with one hand. He gave a low, miserable-sounding moan and she leaped to her feet to switch on the bedside lamp.

"Doctor, are you okay?"

"Well, obviously not. I just finished explaining how horrible I feel and…." He trailed off, his eyes widening as his throat worked convulsively

"It's just...you look pale all of a sudden. What am I saying, you always look pale." She bent over to study his face in the light. "You look paler than usual. And kind of green ."

"It's an interesting new development, nothing to worry about." He moaned again and rolled to one side, his arms wrapping around his midsection as he curled into himself.

"Y'know, I really hate it when you use that word, 'interesting.' It's never a good thing."

"It is interesting, though," he said. "Most of the time I don't even realize my stomach is there. It just goes about its business without too much fuss. I'm not sure what's happening to it now."

Realization dawned quickly. A case of the flu and a spicy curry was apparently a bad combination. "Upset stomach, maybe?"

"Is that what you humans call it? This horrible churning and gurgling and sloshing?" He gulped and Clara noticed a faint sheen of sweat beading his forehead. "It isn't upset, it's furious. Like nothing wants to stay where it's supposed to."

"Are you going to be sick?"

"I don't know," he said. "I think we're still in negotiations."

He coughed once and Clara made a quick move for the bin at the side of the bed, plunking it down next to him. .

"Lie quietly and take some slow, deep breaths."

He gave a slight nod, mouth turning down in a grimace.

"And If the negotiations fall through," she said, tapping the side of the bin, "Use this, okay? I'll be right back."

Clara moved easily through her kitchen without needing to turn on the light, most of her attention focused on listening for the Doctor. She flinched at a sudden banging on the window and pushed the blinds aside roughly, coming face to face with a fluffy orange tabby.

"Mr. Fluff!" she said, "You scared me to death."

The cat thumped one enormous paw against the glass and yowled.

"If you're looking for the Doctor," Clara said, raising her voice to be heard, "He's here but he's not feeling well tonight."

At this, his yowling increased in volume and he began pacing back and forth on the narrow ledge.

Clara huffed out an impatient sigh and opened the window. "Well, come in then, before you wake the whole building," she said. "But you're not supposed to be here, so don't let anyone see you."

The cat moved past her to the counter where he inspected everything on the surface, including the cup Clara was filling with hot water. His whiskers twitched as he sniffed at the tea bag in her hand.

"It's ginger," she said to him. "The Doctor's feeling a bit sick, thought it might help." She dunked the bag furiously, shaking her head. "Not sure why I'm explaining it to a cat."

Clara paused in her preparations, hand hovering over a flowered canister. "Do you think he takes sugar?" She frowned at this. "Why don't I know how he takes his tea?" At a soft meow, she nodded and added a large spoonful to the cup.

The tabby made a graceful descent to the floor, twining himself around her ankles.

"Be careful, Mr. Fluff," she said, keeping one eye on him as she crossed to the bedroom carrying the tea. "I don't want to spill this on you."

She stopped just before entering the room, giving the cat a gentle nudge with her foot. "He needs to rest," she said. "So just pop your head in and give your report or whatever it is you two do and then you have to go, okay?"

She stepped close to the bed. The Doctor lay very still, breathing shallowly, looking very much like someone trying not to be sick.

"Hiya," she said softly. "How are the peace talks going?"

He spoke through clenched teeth. "I think we've reached a temporary detente."

"Glad to hear it," she said. " I brought you some tea. Think you can manage it?"

"I'll try."

She set the cup aside and held out one hand for him, bracing herself as he pulled himself up. His palms were slick with sweat and his arms trembled as she helped him sit forward. She plumped a pillow and stuffed it behind him.

"There you go," she said with satisfaction. "Now you look comfy."

He gave an irritated snort which ended in a strained fit of coughing.

"Oh, no, that's not good," Clara said when the paroxysm had passed. "You okay?"

"I think so," he managed to croak as he took the cup from her, cradling it between his hands for the warmth. He frowned as it brought it to his face and took a suspicious sniff.

"It's ginger and mint," she said. "It should help settle your stomach."

He glanced over at her. "Are you making this up?"

"Nope. I was a nanny, remember? I know exactly how to take care of children who are ill."

One corner of his mouth quirked in a wry grin. "Thank you very much."

"I didn't mean to compare you to a child," she said quickly. "But I know what I'm doing. So you'll just have to trust me."

His eyes met hers and the emotion she could see in their depths made her catch her breath and look away.

"I trust you," he said quietly.

"Well then, drink up," she said, trying to keep her tone light, still feeling rattled. "You need plenty of fluids. Or I'm assuming you do. Maybe it's different for time lords."

He took a hesitant sip and sighed. Clara saw his shoulders relax and he took a longer drink.

"This is very good."

"Yeah, don't sound so surprised," she said. "I'm not planning on poisoning you any time soon."

As she spoke, the tabby, who had been busily acquainting himself with the room, leaped up to the bed.

"Maxwell," the Doctor said, his face brightening. "It's good to see you."

The cat meowed in a friendly manner as he settled himself comfortably on a pillow. The Doctor ran one long finger over Maxwell's head and the room filled suddenly with loud purring.

"Just a short briefing tonight, eh, Maxwell?" The Doctor said as he set the cup aside and pillowed his head on one arm. "I'm so tired."

Clara smiled at his words. In his previous body he seemed tireless, always in motion, talking or fiddling with things or breaking them off altogether. But in this body, although there were occasional flashes of his old energy, he seemed to fall asleep suddenly. She was growing used to finding him in odd places, as if sleep overtook him with little warning. Often he'd be stretched out in the armchair on the upper level of the TARDIS or sometimes curled up awkwardly on the jump seat in the console room; once she even found him sitting on the floor across from one of his boards, chalk still in hand, one letter trailing off the edge as if he'd collapsed right in the middle of a sentence.

He seemed to have fallen asleep just as quickly this time, one hand resting against Maxwell's head. The cat kneaded his paws in the bedclothes, purring with eyes half-closed as he looked at Clara.

"I'm not gonna disturb him," she said. "So you can stay for now. Don't look so pleased with yourself." She tiptoed over to turn off the lamp. "And keep an eye on him for me, will you?"


Clara woke to a furry head bumping against her chin. "Maxwell?" She blinked at him, trying to clear her vision. "What's wrong? Did Timmy fall down the well?"

She rolled over and sat up, yawning and rubbing her eyes. "Sorry, stupid joke..and about a dog, too. Give me a minute."

The cat pawed impatiently at her leg and Clara jolted to full awareness immediately.

"Oh god," she said, "It's the Doctor, isn't it?"

She jumped from the couch and hurried toward the bedroom, freezing in the doorway when she saw him. He lay huddled miserably under a blanket, violent shudders racking his body.

"Doctor, it's Clara," she said, going to her knees on the bed beside him. He stared past her at nothing, eyes bright and shimmering in the dim light. Another violent chill shook him and his teeth began chattering. Clara cradled his face with her hands, barely able to hold his head still as he shivered. "Look at me." His eyes focused on hers for a moment but with no recognition.

Her fingers went to the pulse in his neck and instead of a steady double-time beat, the rhythm was erratic, at first too slow, then much too fast, then a single weak and thready pulse.

Clara pressed her hand to her mouth, her own heart pounding in her chest, throat dry with fright. She allowed herself only a few moments of panic then took a deep breath and tried to still her racing thoughts.

"The TARDIS," she said, snapping her fingers. "Hang on, Doctor, I'm going for help."

She flung open the door of the TARDIS and rushed into the console room which sat ominously dark and silent. She chafed her arms with her hands and shivered in the chill air of the room. Her earlier confidence vanished. Never had this familiar space seemed more alien to her.

Clara circled the console, pulling the viewscreen forward, fingers stabbing frantically at the buttons. She tried typing in symptoms, then diseases, but nothing appeared on the screen. She whirled, bracing herself as she raised her voice and addressed the TARDIS. It always made her feel ridiculous doing this, like talking with an imaginary childhood friend.

"I need your help," she said, her voice echoing from the walls. "It's the Doctor. He's really ill and I don't know what to do for him. Does he have medical records or something like that you could show me?"

Clara turned back to the screen, waiting for a response. After a few minutes of silence she tried again. "What about medicine?" she asked. "Is there, I don't know, a pharmacy in here or...or a medicine cabinet? Anything?" She started to pace through the console room, her mind turning over possibilities.

"Books!" she said, as her gaze fell on the numerous shelves encircling the upper level. Clara ran toward the stairs and bounded up them two at a time. "There must be medical books in here somewhere." She hurried along the walkway, trailing her fingers along the spines. She pulled out a few volumes at random, but upon opening them saw only the strange, circular Gallifreyan script on the pages. She let out a cry of frustration.

"Of course!" she shouted. "Only you would have stupid books with no titles! And no writing!" She slammed the volume shut and shoved it back on the shelf. "So how am I supposed to help you?"

In her fear and rage, Clara turned and kicked over a stack of books on the riser. She watched them tumble to the floor below, feeling a faint thrill of satisfaction.

"Get a hold of yourself, Clara Oswald," she said, gripping the handrail until her knuckles whitened. "This isn't helping."

She moved quickly to the TARDIS door. "And you," she said, slamming the flat of her hand against the nearest wall as she exited. "Thanks for nothing."

"Okay, Doctor," she said, muttering to herself as she banged open cabinets and drawers in her bathroom. "Looks like it's just you and me." She retrieved a basin from beneath the sink and gathered all the soft towels and cloths she could find.

"Chills mean a fever means I have to do something to bring it down. And you're really going to hate it." Clara tested the water with her hand and when it was lukewarm, filled the basin and carried it through to the bedroom.

"It's me again," she said, making room on the nightstand for her supplies. As before, the Doctor said nothing, sunk too deep in his own misery to reply. "I think you're running a fever," she said, "And I'm afraid to give you anything for it so it's going to have to be an old-fashioned sponge bath."

Clara soaked a cloth, wrung it out and laid it gently across his forehead. He shuddered violently and made a soft noise of protest. "I'm sorry," she said, wetting another cloth and placing it across his throat. "I know it's uncomfortable, but it's the only way."

She lifted his arms one by one, sliding back the sleeves to bathe and dry his skin, then bit her lip and grasped the edge of his jumper with her fingertips. Before pulling it back, she leaned close to him.

"I'm especially sorry about this," she whispered. "I'm hoping you won't remember." She rolled the jumper up to expose his chest, running the cloth across the concavity of his stomach. He gasped, one hand grabbing at her wrist. "I'm almost done,' she said, gently extricating her wrist from his fingers.

When she finished, Clara snugged the jumper back around him and pulled the blanket up to his chin. His shivering began to fade into an occasional shudder and some of the strain on his face eased. The Doctor's eyes opened, darting frantically around the room until he saw her. He shifted position, trying to move closer to her but unable to in his weakened state.

She took his hand, feeling tears threatening. He made a soft sound in response, at first guttural then rising to a musical trill. She'd never heard anything like it before. And though she didn't understand his words, she understood the tone; questioning, beseeching and underneath it all, she could hear fear in his voice.

She reached for him impulsively then, gathering him as close as she could. "It's okay," she said, tightening her arms around him. "I've got you."

He pressed his face into her stomach, one arm wrapping tightly around her. Clara bent her head to his and nuzzled his hair. The Doctor heaved a ragged and weary sigh that ended in a cough and relaxed against her.

Clara felt a sudden surge of guilt but overriding it was a much stronger sense of tenderness and warmth. She wriggled underneath his weight and repositioned herself until his head was cradled against her shoulder where it fit neatly. She felt his breath against her skin, beginning to slow and deepen, his grip on her loosening as he drifted toward sleep.

"I'm right here, Doctor," she whispered, resting her cheek against the top of his head. "As long as you need me."