*See end for Author's Note

Clara barely looked at herself before she left the next evening.

A glance at the mirror revealed dry, red-rimmed eyes set against a pale complexion. She couldn't even be bothered to pull a brush through her hair, hiking it up into a messy ponytail instead. Her steps were leaden down the two sets of stairs, and she mechanically zipped up her boots and jacket just as the materialisation sounds echoed from outside. This time they worked like a vise on her heart, squeezing until it hurt.

She couldn't remember the last time she'd trotted her way to the TARDIS on such heavy feet; she probably never had. Even in those first days, her step had been light, tentative even, before it had changed into an excited stroll, and then at some point had even been a flat-out running or skipping. Well, there had been that one time when it was more of a march, after he'd mistakenly dropped her off fourteen blocks away and she'd had to trudge home in the pouring rain - in the middle of winter. His smiling face had dropped at the sight of her cross one, immediately turning sheepish and waving his hands behind him, sputtering things about a kink in the helmic regulator, which may have misjudged her location "slightly."

There was no smiling face to greet her this time: the Doctor was standing with hands clasped behind his back, posture erect, looking every bit the captain of the most powerful ship in the Universe.

"So…he comes back, does he?"

A muscle may have jumped along his jaw in response to that, but he didn't look up. "Were you hoping time would be rewritten?"

His question had a biting undertone to it, his real question buried just beneath: were you hoping I'd still be the previous Doctor?

"I'm glad you did," she said softly as she joined him at the console.

He fiddled with a few of the knobs. "Well…I did say I could probably find you useful."

Clara huffed. "Yeah, well – I'm glad you came back. Because now you can explain yourself."

That got his attention. "I can what?"

Clara leveled him with a glare. "Explain yourself. What – the hell was all that about yesterday?"

His affronted look turned almost gleeful. "I'm afraid you'll have to be a bit more specific. If you recall, a lot happened…yesterday."

"How could you…do all those things and – and say all those things…" She had to take a steadying breath as she recalled the words from her Doctor's parting message, forever etched in her heart. " – then show up here afterwards and act the way you did?"

He raised an eyebrow at her. "'How could I do things and say things and act a certain way?' It appears we need to work on your definition of 'specific,' Clara. If that's what you call specific, I'd hate to see what 'vague' means to you."

Clara couldn't help her strangled noise of frustration. "Fine. Okay. You want specific?" She had to steel herself for the next bit...

"How could you snog me like your life depended on it and say all those – tell me all those things you felt, what I meant to you…call me 'the windsong of your hearts' and then come back after you changed and act like such an arse to me?!"

"You're missing an important word in that sentence which would answer your question."

"Arse?"

His mouth quirked upward. "Changed."

Suddenly, his words from the previous day came back to her.

I'm being rewritten…

She shifted her weight uneasily. "I know you've changed, but…you're still the Doctor, right?"

All traces of mirth dissolved instantly. "Yes, I'm still the Doctor. I didn't become the Valeyard."

"The what?"

He let out a pained sigh. "An amalgamation of the darker sides of my nature, it's supposed to appear at the end of my life, between my twelfth and final regeneration. And I don't improve with age…" Something haunted briefly passed over him. "But I held it off because of –" He stiffened, attention focusing on the console. "Like I said yesterday, it was enough." He cleared his throat, rushing through the next bit. "What you said to do – it worked, so thank you."

Well, she hadn't expected that. "You're welcome," she replied, needing a moment before she could do so. "But you still haven't answered my question."

That prompted what could have been the beginning of an eye roll, the motion tugging his head skyward. "And what was your question?"

Oh - she'd forgotten how quickly he could erode her patience. Based on his previous performance, it seemed the better part of valour to change tactics straightaway. "What does 'the windsong of your hearts' mean?"

He made an exasperated noise. "I bought you a translator; any cultural references that go over your head aren't my problem."

She bit down on her retort. "Doctor…"

A tense silence fell between them: her determination versus his reluctance, pulling at each other in turn, each vowing for mastery. Finally he spoke, tone similar to Angie's when she'd just been reminded of the rules that prevented her from doing anything she wanted. "You remember the red grass on Gallifrey?"

Hazy images of endless blood-coloured plains came to mind. She nodded.

He continued reluctantly. "Well, I don't know if you remember this – or if you were around for it, but…there was a wind that came every thousand years or so, called the Levantrian. No one knew where it came from – not even the Pythia had it in their prophecies. But when it came and blew across the plains of red grass, it created a – a vibration." He paused, and when he continued, his tone had become hushed, lost in a long-buried memory. "It was like music. It was music, but not the kind you just hear, though the sound itself was exquisite. This vibration had the effect of exciting our neural pathways so we felt it. The feeling wasn't really something you can describe, but the closest you could come would be something like bliss. Or joy. For one moment, everything was beautiful and complete and…at peace. That was the windsong." His voice dropped to a murmur. "For a race that forced its children to look into the Untempered Schism, you can imagine how rare a feeling that might be."

Shaking herself out of her stunned silence, she worked past the lump in her throat, stumbling through her words as through her confused emotions. "Something that brings joy, bliss – peace; that makes you feel beautiful, complete…that's rare…?" She almost added that's what you think of me? but willed him to meet her gaze instead, question on her face.

When he finally did, he only held it a moment before closing his eyes, flicking them downward again. His silence could have confirmed it, but she didn't know him well enough to say either way.

She prayed her voice wouldn't betray her by trembling. "So then – that's all gone now? You don't feel that way anymore?"

He raised his head slowly. "Do you?"

"What?"

"Feel the same way? I wasn't the only one who said things yesterday, Clara," he reminded her pointedly.

She faltered, her answer sticking in her throat. There was his weathered skin, the grey hair streaked with white, and that face that had taunted and goaded her. The confident set of his shoulders, that – that air of power he emanated.

This really was no madman with a snogbox.

And yet – those same ancient eyes, rheumy but lit by a fire that would've fit his previous younger body better. But this fire wasn't the warm blaze that drew her in like a moth as it had before: it burned white-hot, threatening to incinerate anything that came too close.

Or anyone.

"Well?"

Her head shook slightly. "I - I don't know," she admitted, searching for that man she'd loved underneath his current harsh exterior. "So much about you has changed, it –"

"Exactly," he snapped. "And you haven't changed almost everything about yourself since we last saw each other. So how do you think it is for me?"

It almost sounded like an accusation, and it irked her. "Okay, fine. Guess I hadn't thought about that."

"You didn't go to bed and wake up in a new body." He went on. "But it's not even a new body – it's an old body. There are always things to get used to with a different body, but for some time now – age hasn't been one of them." He raised his hands, curling the fingers into his palms. "I can feel my joints rubbing against each other." Extending a foot, he took a step, putting an exaggerated amount of weight onto it. "The bones of this body are hard and brittle; I can feel them crackling as I walk." Turning towards her, his hands came to his torso. "My kidneys are weaker as is my liver. Like I got it from a man who already drank half of it away."

Clara winced sympathetically. "Sorry."

"So on top of everything else, I'm trying to deal with arthritis for the first time in 800 years - but all you're worried about is whether you and I are still going steady," he sneered. "I know you have a taste for older men, Clara, but did you honestly think things would stay the same now that I look old enough to be your grandfather?" He posed, sounding far more bitter than perhaps he'd intended to.

Her head whipped back, and she gaped indignantly. "I'm sorry – you think that the only reason I'm asking about how you'd changed is because of how it will affect –" She swept a hand vaguely between them – "this? Us?"

"Why else would you care?"

"Do you really think that's the only reason I travel with you?" She could feel her ire boiling up again the way it had the previous day, but she pushed it down, needing to keep a level head. "I get that you've changed, but how you look doesn't matter right now." She moved a step towards him. "I care about the other ways you've changed. On the inside." She pushed a finger into his chest, eliciting a frown from him at the contact. "You want to know why the TARDIS wouldn't let you go anywhere except the moon? I'm guessing it's got something to do with how the very first act in your new body was to cross over your own timeline." She shook her head. "I remember how she reacted when you did that before, so you must really have had to fight her to do it this time."

This seemed to unsettle him. "And now you think you know more about my ship than I do. You, who called it a 'snogbox' and a 'grumpy old cow' and – my personal favourite - 'an appliance.'"

"Didn't say we got on well, but since you've changed? Yeah. I think I do." She folded her arms, raising her chin defiantly. "Because feeling connected to the balance in the Universe is one thing, Doctor. But how you're connected is another."

"And what's that supposed to mean?" He snarled at her.

She could almost envision his prior self, asking the same question but as a grumble, arms crossed, shoulders hunched, head bowed. He had to be in there somewhere... "You can't see it, can you?" She murmured, almost to herself. "That's why you need me now."

"See what?" He asked irritably.

"What you said yesterday, Doctor – you said you could do more good by finding more evil. And if you can feel that connection to the balance of the Universe now, but only through –"

"I could always feel it," he insisted. "It's just a lot stronger now." He turned from her, starting to flick switches, his tone dismissive. "If you're finished with rehashing everything I said there really are more important things to be done." He typed a few things in, new energy in his movements.

"I'm not just rehashing everything – I'm trying to get you to –"

"The great civilizations of the Kaapornum galaxy are under attack by the Gruhflane, and they're leaving a trail of bloodshed and destruction. I've wanted to stop them for centuries, and I think I've worked out how."

He seemed oblivious to his rudeness, how he kept interrupting her. She wondered if this would be one of his new traits. "Doctor –"

"They make Daleks look old-fashioned and merciful," he said ominously, still ignoring her. "But Daleks really are old-fashioned, when you think about it," he mused, tilting his head to the side. "I mean, of course they're ruthless, but they haven't really advanced beyond simple electrocution after hundreds of thousands of years. I've wasted so much time going after them, but I suppose in the grand scheme of things, they're really more like pests."

Now Clara stared at him incredulously. "Hang on – did you just say that the Daleks – your oldest, most hated enemy – the race responsible for the destruction of your planet, for so many acts of evil –"

"I'm aware of what they've done, Clara," he replied drily.

"- are more like pests because they 'just' electrocute people?" She finished, eyes wide.

"At least it's an instant death," he said distractedly as he studied the monitor.

"At least?!"

"The Gruhflane are a rather inventive species." He fixed her with a dark look. "There are far worse ways of inflicting pain and suffering."

"And what about that suffering, Doctor?"

"What about it?"

She followed him as he continued to move around the console. "Can you feel that, too? If you're connected to the balance of the Universe, and you feel the evil – you must feel the good. And the pain and suffering of those who need our help."

Her question stilled his movements and he straightened, eyes darting across the console. There was a hint of unease there. "No," he said after a few moments before rushing on. "But it might make things easier. For the first time in over a thousand years, I can't feel everyone's pain – all of the races and worlds being subjugated or starving or withering away to dust. I can finally do more good because I won't be restricted by -"

"Your compassion? Your kindness?"

He turned sharply. "What?"

She shook her head, as if the motion alone could stave off whatever had happened to the Doctor she'd known and loved. "Can't you hear yourself? You're only connected by the evil you feel everywhere and you won't be restricted by your compassion and kindness."

A crease appeared between his eyebrows but it wasn't of worry. It was confusion and irritation. "Yes, that's what I said. Is this going to be a thing with you – you repeat everything like a parrot?"

Her words tumbled out fast, near desperate now. "How long will it be before you start deciding who lives and dies? This plan of yours, to get rid of the – the Gruhflane – how many races are you willing to sacrifice in the process?"

"Oh, don't be daft – I won't be sacrificing entire races," he scoffed.

"No? Okay, so how many people, then? A few? A dozen, maybe? A city? If you know that sacrificing a city will rid a world of an evil and save millions of lives, would you do it? Would you let a world die to save a galaxy?"

"I already have done, but thanks for the reminder." He shot her a reproachful look. "You know I've always tried not to sacrifice anyone, if I could help it."

She softened a little at this. "I know you've tried, and I've seen how it's eaten at you when you can't." She laid a very tentative hand on his arm. "But Doctor, if it won't eat at you anymore, what will that mean?"

He shrugged her arm off, shaking his head vehemently. "No, you're not getting it. All these years I've been burdened by the weight of the suffering – of feeling all the pain I couldn't stop. It was holding me back! But now I don't feel it so my methods will be more effective - I'll be more efficient, be able to do more good! Don't you see? Now I will only be guided by wiping out every last trace of evil; now I'm better!"

Clara's heart thudded wildly inside her chest as she recalled the image of his previous self's gleaming eye, terrifying smile and the words that had rooted her to the spot.

Will you still be the Doctor?

Nooo…I'll be better.

The words he had just echoed.

But no sooner had he boomed them at her that he froze, eyes shot wide as they locked with hers, clearly recalling the same thing. He took a staggering step backwards before almost crumpling, leaning all his weight against the console as he let out an exhale. "No," he breathed, running a shaking hand over his face. "I've changed too much…"

And yet for the first time since she'd set foot onboard, she was hopeful.

"Doctor?"

His head sagged like some great weight hung from it. "Am I still? How can you still call me that?"

She started inching towards him. "Because you still want to do good. Because you still want to help."

His expression twisted into a grimace, his eyes squeezing shut. "But how can I be the Doctor without that balance? If I don't…care?"

She opened her mouth to try to protest again, to insist, but was suddenly struck with an idea. It was a risk, but one she was willing to take for him. Setting her emotions free, she let all her grief well up to the surface. "I think it's my fault," she said softly.

His eyebrows knit together. "What?"

She let out a shuddering breath, the tears forming in her eyes. "I tried to save you again, but…I guess it wasn't enough."

His frown deepened. "Yes, it was – I told you so."

She gave a slight shake of her head. "No – I…I should've been there. I should've stayed with you."

He closed his eyes. "No, Clara…"

She pushed on, sniffling as the tears ran down her cheeks. "Yes, I should've 'cause – if I'd been there, it would've been easier to stay you."

"Stop it. Stop crying."

She let images of her previous Doctor come to mind, alone and terrified as he changed. "But if I'd insisted on coming with you, if I'd been at your side when you regenerated, none of this would've happened."

He looked agitated. "You don't know that, so stop…" His mouth worked like it wanted to keep protesting but was somehow unable to.

She drew on that seemingly bottomless well of grief, letting it all out. "I'm sorry," she choked out.

He whirled on her, his face a confused jumble of emotions as he clapped his hands down on her shoulders. "Stop apologizing."

Her head drooped in shame. "I let you down," she whispered.

His hand found her chin, tugging it up to look at him. "No, you didn't," he said fiercely. "So stop – stop it, Clara – stop blaming yourself and stop bloody crying!" His breath came fast, the threat of the Oncoming Storm behind his eyes.

She gazed at him mournfully. "Why?"

"Because it's ridiculous! Blaming yourself for the flaws in my personality…"

"So?"

"Because there's no point!"

She chose her next words carefully. "But why does that bother you?"

"Because…" He reached into his jacket pocket, extracting a handkerchief and wiping at her face, his thumb and forefinger anchored at her chin. "Because there must be some rule that when Clara cries, the Doctor has to comfort her. And you're still – Clara," he stammered, electing not to use the familiar my with her. "And I'm still…"

She waited.

He heaved a great sigh. "Apparently, I'm still the Doctor." He silently offered the handkerchief to her and she blew her nose lightly, feeling slightly self-conscious at how vulnerable she'd made herself. She held it up to him questioningly when she was finished, but he made some noise of refusal. "Keep it. I've got plenty more."

She gave him a faint smile, tucking it into her jacket pocket. "Careful, Doctor. I'll think you still care."

She expected an eye roll or a snicker at that but instead her quip seemed to have the opposite effect, turning the corners of his mouth down. "About you? Or in general?"

Clara looked at him steadily. "I knew you hadn't stopped caring about me."

This time she was certain his silence confirmed it.

"So maybe – that's a place to start. Maybe…" She grasped his hands in hers, eliciting a soft gasp of surprise from him. "You just need to hold onto me for a little while longer." Her thumbs moved over the new – old – skin, starting to learn its prominent veins and rougher texture. "You haven't lost your compassion and kindness, Doctor – they just might be a bit buried this time. So until you find them again – use me." She smiled tentatively.

He was quiet for a few moments, his expression unreadable. "And after…?"

The shift was so small she could've missed it, but his thumb and fingers curled slowly around hers, like he was afraid she'd discover that he was holding her hand as much as she was holding his.

Or like he feared she'd leave if he didn't hold onto her.

"Well," she said casually. "Not to repeat things you've said again, but I seem to recall you mentioning that I could be useful in some way, so – guess you'll just have to find other uses for me, then." She kept her voice light, skirting any intimate tones that might be mistaken for flirting.

But he was a new Doctor – and that meant she didn't know him just yet. He gave her a wry smile. "You do realise how suggestive that sounds, don't you?"

Hastily she dropped his hands, taking a step back. "I didn't mean – I'm sorry, that's not how I meant it."

Now his smile was genuine, the warmest one she'd seen thus far. "Oh, come now – I didn't mean it as an accusation." He shook his head, chuckling to himself as his fingers flew over the switches.

"Oh." She considered. "Then what did you mean it as?"

Was that a twinkle in his eye? Difficult to tell with the new face. "Merely an observation."

Well. That was…new.

He pulled down the lever and this time the TARDIS did not protest or sputter, everything running smoothly as though she'd never gotten herself 'in a strop' at the new Doctor.

"Where are we going?" She asked as she held onto one of the railings to prevent herself from falling at the inevitable landing lurch.

He smiled enigmatically. "You'll see."

*Author's Note: Ohhhh, my dear readers, I'm SO sorry for the ridiculous length of time between chapters! I blame a combination of what I'm calling "writing paralysis" and dealing with RL things like preparations/job hunt for a cross-country move. Anyway, so THANK YOU for your patience – for any of you that have been wondering if this story would get updated. There will be just one more chapter after this, and I'm already halfway finished with it so never fear – it'll come soon!

A HUGE shout out to my incredible beta, Friendship-Bravery-Souffles for all of her invaluable suggestions, advice, editing and unfailing support and encouragement. You unapologetically ROCK, V! :-p

And as ever, thank you SO MUCH to all who have reviewed, followed, favorited and sent me wonderful PM's - you guys are amazing. :)