*See end for Author's Note

Her mouth worked as she tried to regain control of her breathing. "What? How are you…?" She rose slowly, approaching him like he might disappear at any moment. A figment of her imagination? A grief-invoked hallucination? A ghost? She poked at him lightly with one finger, meeting that familiar tweed, with flesh, bone, warmth underneath. Her hand cupped his shoulder, firm and real, and her face lit up through her tears. "You're…you're here." She threw her arms around him, smiling into his chest. "You're still here. You're still alive…"

But she couldn't help notice the way his body rocked back as she threw her weight into him, and the soft grunt he emitted, or the way his hold on her felt weaker, like…

She pulled back, studying his face, noting the slight squint of his eyes and how his mouth hung open, each inhalation and exhalation an effort. "No," she breathed, shaking her head as her features crumpled again. "No. Nononono – you can't be. You can't be dying, no…"

He let out a noise of surprise. "Oh, my clever girl. And here I'd been thinking of what I'd say, but…" He gazed at her fondly. "One look and you know."

You're a lot less clever than I thought –

Images of his soon-to-be sneering face flooded her head, and she shook them off. "No," she protested. "I just –" Then she stopped short. It was all of a sudden clear that she couldn't even mention their timey wimey meeting. After all – he hadn't, apparently taking full advantage of it instead. So she embraced him again, holding on as for dear life. Her Doctor. "I'm sorry," she choked into his chest. "I'm sorry I couldn't be there to stop it – to save you again–"

"No," he said firmly. "No," he repeated, hands on her shoulders. "Because if you'd been there, then you wouldn't be here. And no matter what – happens – no matter who I am next – I'll always need you. That won't change."

She shook her head. "But what if…what if you don't want me anymore?"

He started a little. "What?"

She clung to his arms. "What if you change and…you discover that you can't see the point of me anymore? That you'd rather – travel on your own?"

"The point of you?" He sputtered at her ridiculousness. "What – other than saving my life over a thousand times?" His eyed softened. "Other than being so – brave, all the time, without fail – always - exactly what I need - so…funny?" He smiled.

Hearing that word had the opposite effect on her, though. "You could always find someone funnier," she managed, starting to break down again.

The Doctor looked distressed. "What?" His hands started flitting over her hair, as though he could find the source for her mad ramblings. "Clara…" He began, then leaned in and pressed a kiss to her forehead. "He gets you. I'm actually – a bit jealous of him, to be honest. Is that odd, to be jealous of a future version of yourself?" He smiled weakly, considering something. "I may even hope that he's so different than me that you don't…" He ducked his head sheepishly. "Well…that is – of course I'd rather that you prefer this me, but -"

Now Clara placed her palms against his face, tugging it up so she could look into his eyes. "No matter who he is – and you know that I mean this 'cause I've seen all your faces – out of all of them, you'll always be my Doctor." She swept her eyes over his face, her fingertips following, like she could memorise it. "Because I…" Breaking off, she hung her head as the emotions filled her chest, threatening to spill over into her words. "I know I'm not supposed to say…"

The Doctor gathered her to him, arms enfolding her in his embrace. "Ohh, Clara…" he murmured into her hair. "You don't have to. It doesn't need saying." His grip tightened, fingers tangling in her hair. "You think I didn't know?" He exhaled into it, nose burying there. "And I hope you knew," he whispered. "Or that at least…you know now."

Normally such a monumental admission, roundabout though it might be, would make her grin from ear to ear. But a smile tried to fight its way onto her face and lost, so she merely nodded against his chest. "Yeah," she managed, "I do…" before the thought of that next face prompted her to bury herself further. "At least…about this you. Don't know if it'll be the same for the next one."

He pulled back, thumbs circling her cheeks. "It won't change," he professed, gazing at her adoringly. "I can promise you that. You'll be the first face the next face sees – he won't be able to help himself."

Oh, I think he will…

Clara nodded, pretending to be convinced. "Okay."

"Oh! I almost forgot…" He stuck his hand inside his jacket pocket, fishing for something, then withdrew a small device that looked like a cross between a recorder and a space-age music box. "Here," he said, holding it out to her.

She eyed it curiously. The Doctor had never given her anything before. "What's that?"

"It's a translator. Like a miniature version of the TARDIS translation matrix, only…different."

"But – why would I need that?"

"Well, it…" He fidgeted like the explanation was embarrassing. "I uploaded some recordings of…those times that we read together. Or – that I read to you, anyway. It was supposed to help you relearn the language – and there's plenty more space. For - other recordings. It was supposed to be something we could continue to do together, but…" There was no need to finish that sentence. "Maybe you will – with the next one."

Clara ignored the way her gut twisted at how his future self would probably laugh in her face if she suggested such an activity. "But it's Gallifreyan. It doesn't translate anywhere."

"No, it doesn't," he agreed, before getting bashful again. "Unless you – travel to a planet where they trade items that are impossible to find on a sort of black market."

She nearly melted into a puddle right then and there. "You made a special trip to another planet…just to get this for me? When did you do that?"

A shadow settled onto his face, etching in deep lines of regret. "I just did."

Clara's mouth dropped open, a hand flying up to muffle her gasp. "No," she whispered.

"Turns out that they were in the middle of a gang war – very unpredictable." He held it out to her. "But I still want you to have it."

"What? No –"

He persisted, turning it around and pointing out various buttons. "It has a visual interface here, so you listen to the text, but it displays both the original language and the translation underneath – very user-friendly."

She recoiled from the thoughtful-gift-turned-instrument-of-destruction. "I don't care if it makes tea! How could I accept it now after…" She stopped, horror-stricken. "Oh my God, it's…it's my fault."

"No," he said emphatically, placing the mini translator on the bed so he could take her hands. "It's not your fault, Clara."

She stared at him wide-eyed. "Of course it's my fault! You went to another planet to get me a present, and it cost you your life."

He shook his head vigorously. "No," he repeated. "Please don't think that. I had no problem finding the translator – it was only because I decided to take a detour to catch a glimpse of the 739th Annual Floating Ice Capades." He made a face. "Which - actually, wasn't as interesting as it sounded, though I suppose that's to be expected since they really have been far less exciting since the 500th anniversary."

If he was trying to distract her, he did not succeed. "But you were still –"

"And on my way back I ended up walking through a hotspot, which, it turned out, had a hidden electrical blockade, disguised within a legitimate checkpoint. If you'd been with me, you'd have…been made to walk through first. Humans enjoy higher status than aliens, so I would've had to wait for you." He paused, just staring at her gravely. When he continued, his voice had softened. "So yes…I wouldn't be dying now because I wouldn't have walked through it. But only because I would've seen how it had…killed you."

"Still," Clara started, all that future bitterness starting to make sense. "I can imagine how that might make your next face fairly cross with me. I mean – you dying because you went to get a silly human girl a present."

"I died the last time to save a silly human man from being killed inside a glass box," he countered, eyes blazing a bit in challenge. "And the time before that to save a silly human girl from dying." The Doctor ran a hand down the side of her face, cupping her chin. "I'm not cross with you. I don't blame you. I'm only…" He paused, searching for the right word. "I suppose I…thought I'd have more time. That we'd have more time. Though the next one will, of course, and…." He hesitated. "Even though you'll have so many days to come with him – there's something I need to do before I go." He faltered again. "Something that I'll have, to…take with me."

Clara placed her hands on his shoulders. "You're my Doctor, so whatever it is – do it. I trust you."

And if it's what I'm thinking, then better do it now 'cause I'd never want it or let it happen with the next one…

As if he could read her mind, he leaned down, just like so many other times, their heads close – when a turn of her head all those times he'd stood behind her, his chin on her shoulder – when looking up from where she'd rested on his chest as he serenaded her with his language – one turn of the head, one lean forward – but this time…

He closed the distance, brushing his lips over hers, before holding them there, pressing in slightly, then moving them against hers a few times, triggering little shivers throughout her body. It was sweet and chaste, yet Clara couldn't help feeling the way his fingertips curled at the back of her neck, a hint of more to come if they had more –

Time.

But wasn't that just the ultimate irony of traveling with the Doctor?

There was a wistful yearning there: he'd felt it, too. "I should've done that long ago," he admitted sheepishly. "Since last time, it wasn't you. And, if there's a next time for you, it won't be…me." He smiled again, though it was tinged with sadness. Then his eyes widened a bit. "Oh." His shoulders shuddered. "That's…" Splaying his hands out in front of him, he frowned. "What?"

Clara peered at them, but they were devoid of that tell-tale golden glow. "Is it starting?" She bit her lip.

His body convulsed again, and bracing one hand on the bed, he hunched over, clutching at his chest. "But that's…not possible." His breathing had increased, his frown deepening.

"What is it?" Clara laid a hand on his shoulder. "Has it started? Doctor?"

Wide-eyed, he started shaking his head. "No. No. No, no – physical changes come first," he declared as though trying to correct someone's error. He looked up at her anxiously. "Something's wrong."

"What do you mean?"

"I'm being….rewritten." Another convulsion shot through him, making him grimace. He grasped onto her arms, breath coming faster now. "I'm…changing."

Tears threatened now, but she swallowed them down. "Isn't that part of it?" She kept her voice soft, tilting her head slightly. "That you change?"

Shaking his head, his breathing took on a different sound, like he was fighting something. "This is different. My persona as the Doctor – that doesn't change. That stays the same, but this -" He suddenly let out a cry, landing on his back, both hands at his chest. Writhing, he squeezed his eyes shut, clenching his teeth with the effort. "The good…all the good parts of me – of being the Doctor – every one of them, they're being…erased." A spasm threw him forward again.

Alarm was quickly cycling through to panic. "What do you mean the good parts are being erased? How can that happen – how can you be erased?"

Grabbing onto her arms, he pulled himself up. "It can't! They can't be – this can't…happen. Unless…"

He suddenly went completely still. Gradually, an expression unlike any she'd ever seen seeped into every contour and crevice of his face. And she found herself holding her breath as the Doctor became consumed with what could only be described as blinding, paralysing terror.

"No," he breathed. "No. No, no, no, no. I will not become him – I will not become that!"

"Become who?"

But it was like he couldn't hear her. "I – I need something to help me remember – something to hold onto -" He scrambled away from her, taking a staggering step before leaning into the wall, his back to her. "I have to remember," he croaked. "That I'm…I'm…."

Clara followed him. "Become what? Doctor, please tell me what is going on!" she pleaded, hands hovering over his back.

"I'm becoming…" His words shook, pitched high with fright. "I'm becoming…" All of a sudden he straightened, slowly turning around. "I'm becoming…what I was always meant to become." His voice was like fire and ice, features wiped clean of fear. Wiped clean of everything, except for…

Except for a gleam that sent a chill down her spine.

"I've always been headed for this, and soon…I'll be him."

Instinct warned her to keep her distance, but she needed to know. "Who? Who will you be?"

His lips twisted into a grotesque imitation of a smile.

Unthinking, she took a step back. This only made his expression widen into something truly terrifying. Not even Mr. Clever had radiated such…such…

"Who will you be? Will you still be the Doctor?"

"Nooo…" The word drew out on a sigh from his lips, as though the answer gave him immense pleasure.

Her heart was pounding so hard she feared it would beat out of her chest. Such…

"I'll be better."

Evil.

The way he looked at her shot ice through her veins, and for the second time that day, she was frozen to the spot.

But then something ripped through him again, and he doubled over, pressing his fist into his forehead. "No - I'm the Doctor!" He cried between desperate gulps of air. "I'm the Doctor. I'm the Doctor – I'm the Doctor!" Raising his head, he looked at her helplessly. "I'm…"

She crossed to him, hands going to his shoulders. "You're the Doctor," she insisted, her voice quivering, taking over for him. "You're the Doctor. Hold onto that – that can't change."

He drew a shaky breath, his lip trembling. "I'm…" Every one of his years stripped away, peeled back, laying him bare. "I'm…I'm afraid," he admitted, his confession hushed.

Her world tilted, everything thrown sideways. But she only let it last for a moment. "You need something to hold onto?" Mustering every ounce of her strength – everything that made her brave - she looked steadily into his eyes. "Hold onto everything we've done – all our times together. Hold onto all those places we went together – all those views you showed me – everything you showed me." She grasped his face, her words intensifying. "Hold onto all the times you met me – remember me as Oswin – saving you, letting you go – me as the first Clara you met – getting you off your cloud, engaging with the world again." Though her vision swam again, she smiled. "And me, the very first time, all those years ago - directing you to steal the sexiest TARDIS."

This earned her the faintest of smiles, as if he'd finally started to believe her. Then, just as quickly as it appeared, it vanished, leaving tears in his eyes instead. "Will it be enough?" His fear hung in the air between them, a question he needed to voice.

A sob tried to escape her throat. "Hold onto my love for you," she said, voice breaking on the word she wasn't supposed to say. "Hold onto – what you feel for me." One hand stole up to his forehead, smoothing his hair back. "If you can't hold onto you, then…hold onto me."

His body shuddered again, and he let out a strangled cry. Righting himself, he addressed her between painful-sounding breaths. "I'll be different…the next time you see me, I'll be – different. It won't be…like it's been."

"But you'll still be the Doctor," she uttered fiercely.

A weak smile finally appeared and stayed. "Oh, my Impossible Girl. Saving me one more time." He gazed at her mournfully. "I – I need to go, I…need to be in the TARDIS – it's the safest place. Though I don't even know what it will do to her." That haunted look came across his features again, but then his attention focused on her bed. Taking two determined steps to it, he scooped up the translator and brought it to his face. Planting himself in front of her, he pressed a button and started speaking in Gallifreyan. After a few seconds it became clear from the way his eyes never left hers that he was speaking to her, in that moment. His parting message to her, delivered with a passion and an intensity that left little room for interpretation.

"What was that?" she asked when he was finished. As if she didn't already know.

He threw the translator back on her bed, both hands gripping the back of her head. "Something for you to hold onto," he replied shakily, before sweeping her into an embrace that matched the intensity of his words. Both arms wrapped round her waist, pulling her into him as his mouth moved over hers as before. But this time, it moved with ferocious intent, his tongue meeting hers, eliciting whimpers, then sighs, then moans as it brushed against hers again and again. Her breath soon came in gasps, matching his, stealing sips of air, arms locking round his neck. One of his hands moved up her back, finding her shoulders, then her hair, as he walked them towards the wall, Clara's back suddenly meeting resistance. She felt a tremor run through him, and he placed one palm against the source of the resistance, then another, until the noises emitting from his throat made it clear that he was using it to hold himself up.

Clara tried to break it off, his sounds of pain difficult to ignore. But he continued to kiss her as if his life depended on it, as if he would breathe his last from her lips. Gradually, the tremors increased, until Clara sensed a new warmth near her head, making her finally tear away to see his hands surrounded by that golden glow.

"I can't take you with me," he lamented. "I don't know…what's going to happen."

"I know." She ran her hands down the sides of his face, brave mask securely in place. "Just – remember what I told you. Remember what I said."

He managed a smile. "'Run you clever boy and remember'?"

"Remember me," she finished, smiling through her tears.

"I will." He kissed her softly, then pressed his forehead against hers. "My Clara."

"My Doctor."

He reached a hand around her, and pushed open the door of what she now understood to be the cloaked TARDIS.

"Oh – and Doctor?"

"Yes?"

She had to take a breath to keep her voice steady. "Come back – after you change. Our usual spot outside, okay?"

This time the tremor rippled across his face. "If I don't…"

"You will," she said firmly. "You'll just be a new Doctor."

He nodded, stumbling inside, his arms glowing now, too. Giving her one last look, he braced himself against the door. "Goodbye."

"Bye."

Then he shut the door, sealing himself inside.

Stepping back, she landed on her bed, watching the TARDIS appear before dematerialising, carrying her Doctor away forever.

It didn't take long for her to fall onto her side, her tears wetting the pillow, sobs overtaking her body at last. But her hand bumped into the translator, fingers brushing over the buttons where the Doctor had just pushed, thumb circling the space to see if she could still feel the warmth of his breath on the microphone. It was disappointingly cool to the touch, yet her circling must have triggered something because before she knew it, the sound of his voice was streaming from the device. Hugging the pillow into her chest, she closed her eyes, let his voice fill her ears, and cried like she hadn't let herself cry since her mum died.

Tomorrow was Thursday.

But tonight, she would mourn her Doctor.

*Author's Note: So this was continuing the direction I think Moffat might be headed regarding Twelve and combining with what he said about Eleven finding regeneration "frightening" because of all the changes to his persona. Again – the rest is poetic license. :-p Thank you to all who have left me such fabulous feedback – I've LOVED hearing the various reactions to my take on Twelve and everyone's different thoughts about how it will/won't play out. : ) (and to those who have left Guest reviews – THANK YOU! I reply to all the signed-in reviews, but I've loved hearing from all of you as well! : ))