The colour had drained from her face; he could see that even in the darkness of the graveyard. Clara raised her hands to her ears and temples but never took her eyes from his.

'What do you mean?' she stammered, 'What do you mean they can hear me? Hear what exactly?'

'Time Lords,' he said retrieving her hands and holding them securely in his own. 'You're one of them now remember. One of us. We are touch telepaths primarily and can use that skill with other species but over the millennia we have honed it amongst our own kind. If we know who or what we are searching for we can track it… for miles, across time and space, and they are tracking you as you know….'

'But listening to me?' Clara's voice sounded panicky. 'It's one thing being the Beacon, I know they are aware of me…that if I am near you they will find you, that they even have the potential to make me do things… and I'm so looking forward to that by the way, being possessed,' she added sarcastically, 'but this? Total mind reading?'

'Yes,' he confirmed, 'It's more detailed than perhaps I explained to you before,' he replied with some measure of guilt. Clara pulled a face which told him that he really ought to have mentioned it.

'My actual thoughts?' she checked again, 'My actual words in my head?'

'Yes, particularly anything pertaining to me,' he said.

This only seemed to heighten her anxiety, 'Particularly…Like all of them?' Clara's pale face turned a light shade of pink and she glanced away. The Doctor caught a wave of something from her that made his skin tingle for a second until she recovered herself and tried to stop the thoughts as he had suggested.

'And that whispering I can hear, that I heard there, that's them?' she asked turning back to him.

He nodded sadly, 'Yes, that's them, backing off quickly in the hope I didn't find them and that you don't hear that it was a two way link back to Gallifrey.'

Clara stared wide eyed at a random gravestone behind the Doctor. 'Ok… so I can hear them too if they aren't careful?'

'Yes, but they are masters of telepathy, the likelihood of them letting their guard down is well…. Unlikely,' he said weakly.

'Great, unfair advantage,' she said with a resigned sigh, 'So…. Where does this leave us?'

The Doctor drew a deep breath himself and rattled off a list. 'Psychic connection, untrained brand new Time Lady, potential for mind control, slightly broken TARDIS in the form of a conspicuous and difficult to park Diner that hasn't been upgraded, massive time rift only moderately sealed at best, angry Time Lords probably deciding who to send after us next and…'

'Weeping Angel,' Clara said.

'And there was a Weeping Angel too,' he finished.

'No, I mean,' she stared behind him, 'Weeping Angel,' she said meaningfully.

The Doctor whipped around and came face to face with the same Angel that had threatened Clara earlier, wings spread and teeth bared. Its claw like hands were inches from his eyes.

'Right,' he said, 'Let's just remain calm and head towards um…'

'Your TARDIS?' she suggested.

'Quite far away,' he countered, 'Yours is just behind us…' he took a step backward and felt himself bump against her.

'But its broken and according to you hasn't go the right upgrades…'

'Clara will you stop repeating that, it wasn't a criticism, not really….'

'Doctor! I don't think you can criticise me about TARDIS upkeep, you've been driving yours for centuries and still cant get it to change from a police box to something more modern….'

'I like the police box, its nostalgic,' he said creeping backwards a little more.

'You're stuck with it you mean?'

'Well you're stuck with the ridiculous neon diner!' he said irritably and glanced at her in annoyance determined to give her the eyebrows and silence their petty argument.

'Doctor! Angel!' she squealed and he spun back to look at it, thankful she had had the good sense not to remove her stare from its contorted features.

'Oh right yes…. Let's keep heading to your…'

'Ridiculous neon diner?' she growled.

'Yes,' he said faintly.

'Isn't it a bit tacky for you?'

'Yes,' he agreed and felt a surge of anger from her, 'But its close by and there's a weeping angel staring at me. I'd rather get to safety than hazard falling over a tombstone while I walk backwards to my ship and end up being consumed by this thing.'

'Glad you've got your priorities straight even if it means the embarrassment of my TARDIS.'

'Clara can we just move please, I think it might have company, I don't want to look but given that this is a graveyard there might be a few hanging around and… do you hear that shuffling?'

They waited breath held for a moment as they listened with heightened Time Lord hearing.

'Yes… yes I do, there's more of them!' Clara confirmed and he felt her hand in his, tugging him back to the broken glass door of her ship, 'Let's go!'

XXXXXXXXX

All she could see of the Doctor was a pair of legs sticking out from under her brilliant white console. Clara sipped on her coffee and listened to him swear to himself as he hit his thumb, rapidly followed by an apology for his language aimed not at herself but at the ship.

'Sorry my dear, we're still getting used to each other aren't we? I do appreciate what you're doing for us…' he prattled.

Clara rolled her eyes. 'I thought TARDISes were psychic?' she asked, 'You could just think all these nauseating compliments and platitudes… spare me the details.'

A sigh from under the console. 'They are psychic but this model only has the basics because…'

'Don't tell me, I haven't got it the right upgrades?'

'She… I mean her… you haven't got her the upgrade she needs,' he corrected. 'You really have been quite disinterested in her, Clara, she's miserable. Lonely, untended and hopeless…' he sounded for a moment like he might actually weep if he went on. Talk about over empathising.

'I can't believe you are accusing me of making my ship depressed,' Clara grumbled.

'I'm just saying she needs a little TLC… pass me that wire.'

Clara hopped off the seat and passed the Doctor a long purple wire. He briefly slid from under the console to receive it and waved it at her knowingly.

'Thank you, we're nearly there. This should set up a forcefield around us enough to disrupt psychic communication from outside of the ship. You and I can still practice…'

'Practice what?' Clara said curiously.

'Learning to block them out. Learning to moderate and control thoughts emotions and memories. The stuff you would have got at the Academy, using and taming your abilities, accentuating some bits, reducing others… its basics but you haven't got them and without that knowledge…'

'I'm a puppet?'

'Yes,' she saw him slide back under the console with a rather pained look on his face. i wouldn't like to think hat they are capable of…'

'So we're going to have a telepathy lesson or two?' she asked, 'Cool.'

'This is serious Clara, you can't spend the rest of your considerable days behind a forcefield.'

She sat back more comfortably in her seat and finished her coffee. 'No I guess not. Is it hard, this stuff? To pick up? I mean has my brain er… is it… is it capable of it?'

The Doctor pulled himself back out from where he was working, climbed up and stood straight in front of her. 'It's a time lord brain now, Clara, just like you have two time lord hearts. You've undergone the conversion and there's no going back from it. It will soak up the information it needs and learn the skills, and….and it will come as a shock when it does. You won't believe what it is capable of, what it can do, what it will show you.' She watched as he bit his lip. 'That will eb the hardest part…'

'Ok you're being vague again, I don't like it when you're vague,' Clara said.

He looked up, 'I promise you I will do everything I can to make this as easy as possible for you,' he said, 'But you will be afraid, probably most of the time to start with and I'm sorry for that. I'm sorry they ever did this to you.'

'Well I'm not,' Clara said, 'because being frozen was worse. I'll learn how to deal with this and anyway, why afraid?' she asked, 'What kind of odd things will happen? More stuff like those voices?'

'Yes, more of that and other things,' he sighed.

'Well that's not too bad, if I'm forewarned…'

Her optimism didn't seem to be reaching him. Clara frowned deeper. He was always a worrier. Perhaps his fears were exaggerated or unfounded because he was still feeling so guilty. She tried a new tact.

'Are you sure about all this because I don't feel that different after the ceremony. I've sort of been waiting for this big reveal but apart from unfreezing me the elixir hasn't done a whole lot and the schism, it was pretty but… In didn't see all the stuff about time that they said I might.'

She watched him run his hand along the console and wondered what he and the ship were saying to each other. Finally he looked up with moist eyes.

'No… no you wouldn't at that point, your brain was raw and untrained. The schism would fail to connect with you, you had no capacity to read what it showed you. Think of it like a computer,' he said. 'The new software has been downloaded but not installed. What we are doing is…'

'Installation time, ok I get it. I've been kicking about with the files ready but no technician to get them up and running for me? Am I going too far with the metaphor?' she tried to lighten the mood but all she could feel was a gloom settling over her still brilliantly lit console room.

'Clara, you feel things are alright just now because so far little in you has changed. You think like a human because it's all you've ever known and you haven't been…I don't know… activated yet.…' There was something terribly sad in his face just for a moment and seemingly on impulse he reached for her hand. 'That moment, when graduates look into the schism and their minds are ready to accept what it offers them… it drives some mad, its too much for others. People die, Clara, the burden of it is too much… I remember when I saw it… when I realised the responsibility, the weight of it…I just wanted to run… I did run didn't I?'

She could feel his anxiety through his hands, and feel her double heartbeat fall into line with his own accelerated pulse.

'What are you saying? I won't cope?' she asked nervously.

'You're Clara Oswald, you're the bravest person I know,' he said, 'But even you might find it… difficult.'

'Difficult how? You're scaring me a bit, what will be difficult?'

'Time, space, all of it… infinity….'

'I don't think I can imagine infinity,' she said honestly

'You're not human now,' the Doctor said, 'your mind has no limits when it comes to space and time. You will find yourself in the centre of it and you will see everything…. It's….it can be….' He stopped and looked away from her. 'If you aren't ready, if you aren't equipped…' he trailed off.

Clara shook her head. 'No, I feel human, I mean I know I can hear better, see better, I've got a couple of extra organs going on,' she quipped but his face remained without humour, 'But I'm still me right?'

'Yes, still you.'

'So I will deal with it,' she said assuredly trying to ignore the wobble in her voice, 'I will. Whatever it is,' she added uncertainly. 'Let's be positive. I have you to help me, the best teacher I could have. When do we have our first lesson?'

The Doctor watched her for a moment longer as though trying to gauge her strength. Finally he nodded and tapped co-ordinates out on the white console behind him.

'Well the shields are up, the forcefield is on, there no time like the present, or the past or the future,' he smiled at her sideways, 'Take your pick…' Clara smiled at him relieved that he looked less worried. 'Let's get away from here first,' he went on, pick a destination, hole up somewhere for a while and walk you through the basics so you can get the Time Lords off your back a bit.'

'What about your TARDIS?' Clara asked.

'Oh she'll follow, I've been speaking with her through your ship. They're making friends, its rather nice for them both after so long alone.'

Clara raised an eyebrow doubtfully, 'Okay,' she drawled. 'So where are we off to?'

The Doctor pulled the lever in front of him and the engines started. 'Somewhere ancient, somewhere beautiful…' he said and fixed her with impossibly blue eyes, 'Somewhere they won't think to look.'