A/N: Had a snow day and lots of work to do, so naturally I spent the day writing more fic. It's a nice, long chapter to make up for all the gaps between the last few updates. Enjoy!

With Rory and Amy busy working, the Doctor and Clara spent most of their days in the city on their own. On the coldest morning of their stay, they got up early and stood in line to go up the Empire State Building. The queue was still long despite beating the rush, and it was unbearably warm once they were inside. Clara swayed against him and he wrapped an arm around her to hold her steady.

"You alright?" he asked.

"Tired," she said with a yawn before laying her head against his chest. He smiled and hugged her closer.

The view at the summit of the building was worth the wait, especially when he watched it through Clara's eyes. The Doctor played tour guide, his arm wrapped around her shoulders while he pointed out all of the landmarks below. She put some quarters into the telescope and took a look at the surrounding scenery as the noise of chatter and scuffling feet grew louder around them. He had to scoot close behind her and place his hands at her waist as the swarm bodies pushed against him.

"You almost ready? It's getting rather crowded," he said.

"Yeah, but let's get a picture first."

She handed her camera to a middle-aged woman who kindly agreed to take their photo, and they wrapped an arm around each other and smiled pleasantly for the camera. The Doctor dropped his arm once the flash went off and then waited as Clara thanked the woman and exchanged a few pleasantries.

She walked with her arm looped through his once they were back on the street, but he felt like it was more to make sure they didn't get separated in the crowd than out of a desire for closeness. The Doctor couldn't help but look back on everything he'd said or done in the past year, the past week especially, and wonder if he'd gotten everything all wrong.

Maybe she didn't love him as much as he thought she did. Or maybe she did, but maybe she was starting to feel pressured into the idea of marriage. It wasn't something they'd ever talked about explicitly; her name wasn't even on the lease of their flat. He had asked if she wanted to add it on, but she argued that the paperwork would be too much of a bother. He hadn't thought much of it at the time. They had been together for a year now, but what if that was starting to feel like enough for her?

What if he'd shown her too much of himself?

"You're being awfully quiet," she said.

They were sitting at a table in a café eating sandwiches and sipping hot tea. He shook his head and smiled broadly. "Sorry. I'm a bit foggy today."

She smiled tightly and reached across the table to brush his hair from his forehead, her hand lingering a moment at the side of his face. He wanted to lean into her touch, to beg her not to leave, but he didn't want to scare her off by clinging to her so pathetically.

She lowered her hand and then returned her focus to eating, which allowed his mind to wander back to that moment in the shower when she'd pushed him away. It was reckless of them to have sex without protection, he realized that, but there was a fear in her eyes he would never forget, a severe apprehension of the consequences. She had been so relieved at not being pregnant last spring when she thought she might be, and at the time he'd thought it was only because it was too soon in their relationship. But maybe she'd been relieved because she didn't want to have his baby. Maybe she didn't want something tying her to him for the rest of their lives.

His heart ached at the prospect of a future without her. He didn't know what he'd do with himself; he was so wrapped up in her, so dependent on her for happiness. She was his touchstone, the one person who made life make sense. What would he do without her?

These thoughts plagued him as they visited shops throughout the city that afternoon, both silent as they poured over books, old records, and racks of clothes. He started to feel a bit foolish and perhaps like he was reading too much into things when Clara started laughing and placing hats on his head. He liked them all, of course—he had a good head for hats—but his favourite part was the gleam in her eyes, the one that made it difficult for him to tear his eyes from her.

He should have just asked her on Christmas Day like he'd planned. He knew himself well enough to expect he would chicken out at the last minute, which was why he had the earrings wrapped and ready as a back up. He'd argued with himself about the moment feeling off, but the truth was that he was terrified that she'd say no, that she'd be angry with him for putting her on the spot in front of his friends, and that he would ruin Christmas.

He felt like that diamond ring was going to burn a hole through his pocket. It would clatter to the ground as they walked and he would never see it again, and with it he would lose all hope of a future with Clara.

"Are you sure you're OK?" she asked as they rode the subway back towards Rory and Amy's later that evening.

"Yeah, of course."

Clara pouted playfully and smoothed her fingers across the furrowed lines on his forehead, the muscles in his face relaxing at her touch. He hadn't realized he'd been so tense. "You sure?"

He took her hand in his and kissed her fingers, then smiled at her reassuringly. "Yeah, I'm sure."

Rory was grateful that he was able to schedule most of his shifts to where he could see his guests for most of the evening. There was one night, however, when he would have given his right arm for a massive trauma at work so that he could leave the precarious situation his wife was shoving him into.

She reminded him of his promise to talk to Clara about the Doctor, something Rory had hoped she would forget since he had no idea what to say to the woman. Amy asked the Doctor to go with her down the shop to pick up some milk (they were conveniently out) and gave Rory a sharp nudge on their way out, nodding emphatically towards Clara before the door shut behind her.

She was lounging on one corner of the sofa, playing idly with her hair as she stared at the commercials flickering across the TV screen. Rory watched her from the kitchen as he scrambled for a way to bring up the subject without actually talking about it, because he knew that was what Amy wanted. She didn't want the Doctor or Clara to know they thought something was amiss, but Rory would be much happier if he could walk up to Clara and ask if she and the Doctor had talked about marriage and get a direct, no nonsense answer without all of this waffling.

Then again, he didn't know how comfortable he would be with the direct approach, so perhaps he ought to try harder to waffle.

He cleared his throat once he reached the edge of the sofa. Clara smiled up at him.

"Hey," she said. "Long day at work?"

Good. She spoke first. "Oh! Yeah. It was great. Or long—like you said."

He stared at the TV and mentally kicked himself as he sat on the edge of the cushion farthest from her.

"You and the Doctor have a good time in the city?" he asked.

"We did," she replied pleasantly. "I think he's tired, though. I caught him staring blankly into space at least thirteen times during lunch alone."

"Oh, yeah. He does that. You know—when he's tired. Which I'm sure you know. Most people—they… tend to stare. When tired."

Clara didn't seem at all fazed by his blathering, but Rory silently chiding himself all the same.

"So you guys… You're having a good time?"

Clara chuckled. "Yeah. We're glad you invited us."

"We're glad you came," he replied honestly, feeling like they'd entered into a conversation he was much more adept at handling. The feeling passed quickly. "Amy wasn't sure whether or not to invite you at first—not that we wouldn't have wanted you—but you know… we weren't sure if you and the Doctor were serious or not, so…"

"Well, you'd never met me," she conceded. "I would have felt uncomfortable inviting a stranger into my home."

"Yeah, but you two are like… living together and stuff."

She appeared to be sensing his plot. She smiled slowly. "We are."

"Yeah, so… That's good? Going good? He's not leaving towels on the bathroom floor or anything?"

Her laughter rang like a bell. "He leaves his running clothes in a wad on the floor, actually. It's rather annoying."

"Ah. Well. Better tell him to stop."

She huffed, smiling. "Trust me, I have."

Rory stared at her. Clara raised her eyebrows and offered him a tight smile.

"Yeah!" he said in a burst of sound, breaking the awkward silence. "Good. He's… He's a good guy, the Doctor."

Clara's smile warmed. "Yeah, he is."

He was saved by the sound of the front door opening, shortly followed by the sound of rustling plastic and the scuffling of wet feet on the welcome mat as Amy and the Doctor returned from the shop.

Rory practically jumped from the sofa. "Hey! You need help putting anything away?"

Amy gave him a sharp, knowing look, but the Doctor laughed. "I think we can handle it, mate—it's just a carton of milk"

Five minutes later, Amy had him cornered in their bedroom. "What did you do?" she asked accusingly.

"I did what you asked—I talked to her!"

Amy sighed impatiently. "And what did she say?"

He shrugged helplessly. "That they were serious. That he leaves his clothes on the bathroom floor. I dunno…" He rubbed the back of his head. "She seems fine."

Amy frowned, arms crossed. "They're not fine," she said defeatedly. "I tried to talk to him about what he said to me last night and he brushed it off like it was no big deal, which always means that something's wrong. "

"Shocking thought: have you considered that the problem might be him and not her?"

She smacked Rory lightly on the arm. "We've got to do something! I don't like how he's acting. He told me he was planning to propose on Christmas day and he didn't do it. Something's got him scared she'll say no."

"Or…"

Rory shut his mouth and ducked his head.

Amy narrowed her eyes impatiently. "What?"

"Maybe… maybe it's you."

"Me?!" she shrieked.

"You weren't keen on the idea when he told you. You said you had an argument."

Amy paled, looking stricken. "Just a tiny one…"

He nodded. "OK. Well, maybe he's worried you don't like Clara."

"Pffbth—that's crazy. Even if he did think that, why should that stop him?"

Rory placed his hands on her shoulders. "Because you're his best friend. Because he knows how much it hurts you to see him without River."

She shoved him off. "I seriously can't believe you're blaming me for this."

"No! I'm not—" He covered his face with his hands and groaned with frustration. "I'm just saying… Maybe we should make sure he knows we like Clara. That we're supportive. He might be scared of losing us if he marries a woman he thinks we don't like. And he already felt like he lost us when we moved away."

Amy was crying now. She sniffed and nodded. "You're right. You're right…"

Grinning lightly, he sidled up to her and placed his hands on her arms. "I'm sorry, what was that again? Ow!" He rubbed his shoulder where she swatted him, but smiled against her lips when she kissed him.

"I don't know what I'd do without you," she said softly.

Rory smoothed back her hair. "Let's never find out."

Clara was already asleep when he returned from the bathroom later that evening. She was curled up on her side again, this time facing his side of the bed with her fingers seemingly reaching towards his pillow. He smiled faintly and crawled under the sheets beside her, doing his best not to disturb her as he settled against his pillow. She sighed softly and pulled her hand closer to her chest, away from him. Her eyes were still closed. His smile vanished as he gazed longingly at her fingers, wishing she would touch him.

He should just talk to her and stop dwelling on things that he might possibly be imagining into being. One of the most beautiful things about her was that she would always talk to him, always listen and try to understand.

But he was so afraid that he was right, and that she didn't see herself spending the rest of her life with a coward like him. She deserved someone as brave as she was.

"I love you," he said sadly, eyes raking over her features as he pushed a lock of hair behind her ear. "God, I love you."

She began to stir. Panicking, the Doctor rolled over onto his other side and faced away from her, breathing slowly like he was asleep. When she didn't move again, he realised he hadn't bothered her and that she wouldn't wake up and be cross with him for never leaving her alone.

Perhaps that was it—he was too clingy; he never let her have a moment alone. He thought about his behaviour a lot over the next few sleepless hours, finding fault with nearly everything he'd ever said or done with her. Clara would shift in her sleep, and every time he closed his eyes and restrained himself from rolling over and folding her into his arms.

He didn't think he'd be able to let her go.

Clara had to take a pain reliever when she woke up that morning to relieve the pressure building in her head. She was starting to feel like they were overstaying their welcome at Rory and Amy's but felt it would be rude to ask the Doctor if they could go stay in a hotel to give them their space back. They would probably interpret it as a desire to get away from them, which wasn't the case at all.

Well, nearly.

Amy and Rory were starting to act really strange. They laughed a little too loudly at her jokes and were constantly offering to do even the littlest things for her, like put on the kettle for her tea or do her dishes. She normally wouldn't mind the gesture, but one of the most frustrating things about being a guest in someone else's home was the loss of autonomy; Clara had very little control over their timetable and how they spent most evenings, so she grew rather frustrated at losing some of the last few things she felt she had control of.

Still, it was nice that they were being so friendly. Amy even started giving her a hug every time they saw each other after a long period of time, something she hadn't even been doing with the Doctor.

So… that was odd. But nice.

One night shortly before New Year's Eve, they all got dressed up for dinner and a show in town. Clara had the Doctor zip the back of her black cocktail dress before they left, and when she'd turned around to flash him a grateful smile, she found his attention already returned to the mirror as he finished tying his bow tie.

That was the most he'd touched her since that morning in the shower, or at least it felt like it was. He hadn't seemed too upset at the time, but she realised she must have hurt his feelings by rejecting him, even if it was only because they hadn't any protection. The more she watched him, however, the less she felt like she understood what was troubling him. It was like all of his youthful energy had been rerouted to his brain where he spent too much time mulling over his thoughts. Clara would call his attention back to the present and he would be fine for half an hour or so before he retreated back into his head, the line between his eyes deepening.

He barely touched his plate at dinner. He sat next to her, his leg bouncing up and down anxiously as he sipped his drink, eyes staring blankly ahead while the rest of them ate. Clara eventually had to place her hand on his leg to make him be still, and he apologised with a sigh. She wanted to ask if he was OK, but she'd asked him that question at least fifteen times in the past two days. She was afraid if she did it again, it would set him off. She just wanted to know what was wrong.

They went to see The Phantom of the Opera. Clara had never seen it, not even the movie, which had shocked Amy since they had both discovered a shared love for Gerard Butler not two nights before.

Clara laced her fingers through the Doctor's as the lights dimmed and waited for him to turn to her with a smile. Instead, he looked down at their interlocked fingers like he didn't understand them.

He chuckled softly when the organ roared to life and Clara nearly leapt out of her seat, his fingers tightening around hers reassuringly. She was then too wrapped up in the action on stage to notice if he was enjoying himself or not. She had intended on asking him at the intermission, but Amy asked her to join her in the queue for the ladies' room.

While they waited, the two women talked about the play and the music and the rather fit young actor playing Raoul.

"I've never been a big fan of Raoul before," Amy confessed as they neared the front of the queue. "I always wanted Christine to end up with the Phantom."

"Even though he kills people and knocks down chandeliers when he doesn't get his way?"

"Yes!" Amy insisted. "Christine loved them both. I dunno—I guess I've always just felt sorry for the Phantom. I hated the idea of him being alone."

The Doctor and Rory's chairs were empty when they returned to their seats. The house lights flickered to indicate the end of the intermission, and Clara panicked as she looked to the nearby exits and saw no sign of either of them. They finally returned just as the music started back up, softly apologising to the other people in their row as they brushed past their knees.

"Where were you?" Clara asked in a whisper when the Doctor sat back down.

He smelled like whisky. "Rory and I went for drinks at the bar."

She pouted. "Aw, that sounds like fun."

He smiled tightly and apologised for not inviting her. She kissed him on the cheek and chuckled softly before returning her attention to the play.

She was a mess by the end of it. The Doctor handed her a handkerchief that had 'AJP' embroidered in the corner with little sunflowers and Clara dabbed her eyes with it, frowning at the watery black stains that indicated her makeup was running. She thanked Amy with an embarrassed laugh when she realised it was her handkerchief and then the Doctor tucked into his jacket pocket.

He suggested they all go for drinks after the show. "Clara's put out she didn't get any at intermission," he argued when Amy asked why.

They squeezed into a bar not too far from Times Square where a lot of theatregoers congregated after the shows ended. The Doctor disappeared to the bar to order their drinks, leaving the others to discuss how much they'd enjoyed Phantom. He returned shortly with a waiter in a waistcoat much like his who placed a tray of drinks on the table in front of them. They clinked their glasses together and toasted to being together for the holidays.

Everyone took a few sips of their drinks except for the Doctor, who tossed his back and placed his glass on the table with a dull thunk.

"Easy there," Amy said with a chuckle

Clara didn't feel very amused. Rory shot him a wary look.

She felt extremely lightheaded after her second drink. The room was loud and crowded and stuffy, and Clara was grateful when her need to visit the loo arrived, because it gave her the opportunity to breathe some air that—while not fresh—wasn't as thick with sweat and perfume.

She washed her hands and smiled drunkenly at her reflection in the bathroom mirror. It was times like these that she was reminded she was in New York, in America, and that she was young and happy and in love. Her smile quickly faded when she walked out the bathroom door and saw the Doctor lingering outside, waiting for her.

He didn't look quite so happy.

"Hey," she said softly, her tone high-pitched with worry as she walked over and placed her hand on his arm. "What's the matter?"

His eyes danced back and forth between hers as he sucked in a shaky breath to respond. Instead of speaking, his features crumbled and he swept her into his arms. "I'm sorry," he breathed against her neck. "I'm so sorry… I'm so, so sorry…"

She gaped at the ceiling as he gripped her to him. It took her a moment to find her voice. "Love, it's alright," she cooed, stroking his back, his neck, his hair. "Shh… Shh, it's OK. C'mon, now—what's the matter? Please, tell me."

He wouldn't look her in the eye when she pulled back, but his gaze remained on her. "You look so beautiful tonight," he said, sniffing. "I forgot to tell you. I should have told you before. I'm so sorry."

His cheeks were warm beneath her palms when she reached up to cup his face. "How much have you had to drink?" she asked, fearing that he'd had more than she'd seen. She suddenly remembered his two drinks at dinner and wondered how many he'd had with Rory at intermission.

He shook his head, gaze averted. He continued muttering "I'm sorry" over and over, almost to the point where she couldn't hear him.

"What are you sorry for?" she finally asked, her concern shifting into frustration the more evasive he became.

His reply was largely incoherent. He leaned forward, his face growing so heavy that Clara feared they would both lose their balance and topple to the floor. They were already serving as an obstacle to the people moving in and out of the bathroom.

"What was that?" she prompted.

The Doctor sensed that he was upsetting her balance and braced his hands on her shoulders. He bowed his head shamefully against his right hand and choked out, "I'm sorry for whatever it is I've done."

Her heart beated wildly with worry. She didn't have time to respond, however, because a man coming out of the bathroom grabbed the Doctor by the arm and gently tugged him away from her.

"Hey, Pal! Take it easy."

"Hey!" Clara said crossly, reaching for the Doctor. "He's my boyfriend."

"Oh, sorry…"

The Doctor pulled away from her and disappeared into the crowd. She ran after him, weaving through the bodies as she watched him pass their table where Rory and Amy were calling out to them and then push out the door onto the street.

Clara shivered once she made it outside and was tempted to run back in for coat until she saw the Doctor stumble to his hands and knees on the pavement.

"Doctor!" she cried in alarm, trotting over to him.

She knelt by his side shortly before he heaved the contents of his stomach onto the pavement. Clara noticed how little food there was and cursed herself for letting him drink so much, but more than that she worried why he would. She rubbed soothing circles on his back while passers-by muttered in disgust and aggravation as they stepped around them.

He had a bit of sick on his chin, so Clara reached for the handkerchief she remembered him stuffing into his right jacket pocket. She reached inside and pulled it out, which for some reason it startled him so much he tried to fight her off.

"No… Clara, no!"

"Stop," she insisted gently, eyes wide with alarm. He was really starting to scare her. "I just want to clean you up."

He closed his eyes and expelled a sigh as she dabbed at his chin with the handkerchief. Despite everything they've been through together, she'd never seen him look so defeated.

"Come on," she said softly, urging him to stand. "Let's take you home."

Rory and Amy settled their tab and then they all crowded into a cab back to Brooklyn. Rory sat in the front seat while Clara sat between Amy and the Doctor, the latter of whom kept his face pressed against the cold glass of the passenger side window for the entire ride back home.

He jumped into the shower once they'd returned and Clara stood outside of the bathroom door anxiously, although for what reason she wasn't entirely sure. She listened for sounds of him getting sick or falling over or worse—crying—but she couldn't hear anything but the spray of water hitting his skin.

"What happened?" Amy asked, appearing in the doorway from the living room.

Clara hugged herself as she turned to face the taller woman. Tears welled in her eyes and she just shrugged. "I really don't know."

Amy's eyes grew round and sad. She opened her mouth as if to say something, but pressed her lips together a second later. "Let me know if you need anything," she said finally before disappearing into the kitchen.

The sound of the water shutting off drew Clara's attention back to the bathroom door. She raised her knuckles to knock, but had a feeling if she asked to come in and look after him, she'd be accused of hovering. She would have gladly born it if she didn't think it would discourage him from telling her what was the matter.

She went into their bedroom and paced in front of the bed, biting her thumbnail as she waited for him to come in. When he did, he took one look at her and then glanced away in embarrassment.

"Does that feel better?" she asked.

He nodded.

"Do you want to tell me what happened?"

He dropped his dirty clothes into the now full hamper in the corner. He shook his head.

Her lip quivered. "Is there nothing I can do to make it better?"

He turned and looked at her. Clara released a breath she didn't know she was holding and closed the space between them. She placed her hands on his shoulders and then slid them up to where her fingers brushed the damp curls at the nape of his neck, staring helplessly at the freckles on his chest as she tried to think of what more she could say or do.

"Are you keeping secrets again?" she asked, voice shaking.

He placed his hands at her waist and laid his forehead against hers, his only reply a slow exhalation of breath from his nose. Tears dripped from her eyes and spilled down her neck, dripping into the low neckline of her dress.

"Doctor, please say something."

He sighed. "I'm sorry."

She felt the bottom of her stomach drop the same time a lump formed in her throat. Clara removed her hands from his neck and sank onto the edge of the bed.

"You're driving me insane," she told him, her voice even despite the anxiety-fuelled anger she felt bubbling within her. She started shaking. "Just tell me what's wrong. Tell me why you're sorry."

She glanced up in surprise when she heard the Doctor's breath catch in his throat. His lips were pressed tightly together and tears pooled in his eyes. "I didn't mean to."

She stood from the bed. "Didn't mean to what?"

He shook his head, eyes averted. "Make things worse."

He sounded so much like a scared little boy that it broke her heart. Her patience may be wearing thin, but her compassion was at full capacity. She cradled his face in her hands and kissed him softly, knowing he was too upset and unwell to sort this all out right now, but she also knew he needed to get whatever it was off his chest or it would fester even more than it already had.

"It's OK," she assured him. She laid her cheek against his chest and wrapped arms around his middle. "Tony… It's OK."

He sank into her arms like a marionette whose strings had been cut. "Oh Clara, I love you… Please…" he said breathlessly, pushing her hair from her neck to pepper her skin with kisses. "Please… I don't want to lose you."

"You won't lose me," she said, horrified that he'd even think it. "My love, no—you won't lose me. Is that what this is all about?"

He pressed a series of kisses to her lips that did little to lessen her worry. She kissed him back, but then lifted his head so that she could look him in the eye.

"I'm sorry," he said, his features contorted with misery.

"Stop that right now," she said firmly, her eyes boring into his. "Look at me. Look me in the eye and say whatever it is you need to say."

He gripped her wrists with his hands, either to keep them on his face or pull them away. He couldn't seem to decide which.

"I… I can't."

"Yes, you can," she insisted encouragingly. "You can tell me anything. You know that."

He ran his fingers through her hair, his eyes helplessly roving her face as he struggled to form the words. "I'm scared of losing you."

"Why?"

"I'll do something wrong."

She caressed his face, willing the frown lines to disappear and take all his misery with them. "You know if you do I'll just yell at you," she said with a faint smile.

Her attempt at levity was rewarded with a wet laugh. "I know, I know…"

Clara blinked back her own tears and stretched up to kiss him on the cheek. "Please stop crying. I'm not going anywhere."

He wrapped his arms around her as if she'd just said the opposite. She circled her arms around his neck and buried her face in his neck with a sigh.

"I'm always afraid I'll scare you off," he said quietly. "I don't know if that will ever go away."

She closed her eyes. "It will."

"Will it?"

She nodded and held him tighter. "I promise. I'll find a way to make it stop."

He kissed the side of her head, just above her ear, and Clara leaned back so that she could kiss him properly on the lips. He still smelled of whisky and bile beneath the peppermint of his toothpaste, so she pressed a kiss to his shoulder and encouraged him to get ready for bed. He unzipped the back of her dress for her and kissed the base of her neck before she changed into a t-shirt and flannel bottoms.

She pulled him to her once they were in bed and pressed her lips to his temple, leaving them there as she muttered a series of reassurances to soothe him. It wasn't long before he fell asleep with his chin nestled against her breast. She listened to him breathe and closed her eyes, wondering if she was fooling herself for thinking she could fix him.

She knew that she loved him too much not to try.