A/N: Thanks for the great response to this story! I'm glad you all like it! I put a lot of time and effort into this chapter...it really challenged my writing skills because of how emotionally intense it is. Hope you enjoy! If you like the story please review, follow, and/or favorite! :)

"How was that for amazing?" the Doctor asked, grinning as he looked over at Clara.

He was smiling. Smiling. How could he act so flippant and remain so aloof when he knew, he knew what she was going through? He had lost people too; people he loved, people who met tragic ends because they traveled with him.

Maybe his change had made him forget, but Clara certainly didn't. She would never forget the tears in the Doctor's eyes when he told her about Sarah Jane, Rose Tyler, Donna Noble, Amy and Rory, and the countless others who had come before them. She would always remember the day he looked at her and said, "I did it, Clara. I destroyed Gallifrey." He had lived with that grief for hundreds of years before finding any hope. He had to know how she felt.

"Clara?"

She didn't look at him, but instead trained her gaze on the fading fire in the sky. "What do you do?" she whispered, her voice trembling.

The Doctor's wide eyes and furrowed brow were visible from her peripheral vision. "What do you mean?"

"What do you do when you…" Clara closed her eyes for a moment and pressed her lips together. Tears escaped from beneath her closed eyelids as she finally brought herself to say it. "…when you lose someone you love?" She turned her head and took in the Doctor's cautious and confused expression. "And I don't want your opinion, I want to know what you do."

His mouth hung open slightly for a moment before he replied, softly, "The truth?"

Clara nodded and sniffed as she blinked more tears past her eyes.

"I run."

A short, sarcastic bark of a laugh made its way out of her mouth, though it turned into a strangled sob. "That doesn't surprise me."

The Doctor's gaze intensified, his jaw taut as he clenched his hands into fists at his sides. "I run so far and for so long that I forget who I am. I lose myself in the universe and fill every moment with something, anything other than my memories, my grief." It all came out in a rush, slowing down toward the end.

"So that's what I'm supposed to do?" She turned the rest of her body to face him, copying his stance. "Run away with you until I forget about him?"

"Oh, no." He turned away from her and sighed, looking up at the now cleared sky. "Clara, Clara," he muttered, suddenly turning on her. "Don't you see?" he asked, his voice rising in volume. "Haven't you figure out by now that the universe is cruel?" He shook his head, a sarcastic smile forming on his lips. "You can never forget," he said with a bitter laugh. "No matter how many things you see, no matter how hard you try, you can never, ever forget!" His chest rose and fell as he took in hard, rapid breaths.

If Clara hadn't lost anything, if she didn't need him, his outburst might have stunned her. But not now, when she was determined to get an answer from him. She leaned her weight forward and looked him straight in the eyes. "Then tell me." She took a steadying breath, fresh tears creating wet trails down her cheeks. "You're supposed to be a doctor, so tell me how to fix this!" She pressed her hand over her heart, digging her fingernails past the fabric of her sweater and into her skin so hard that it hurt.

The Doctor stepped forward and grabbed her shoulders. "Clara." He said her name with authority, commanding her attention. "The second time I met you, in Victorian London, I was still grieving over Amy and Rory. I ran for hundreds of years, always wanting to forget every memory of them, always regretting, always cowering away from the pain." His grip on her relaxed the smallest bit, and his expression slackened. "It was only when I realized I could never run far enough, when I stopped and accepted my grief, that I found you, Clara Oswald. My impossible girl."

The weight of his words took Clara's breath away. He was rarely this open and sincere, and he certainly had never called her by the nickname the other Doctor had used so fondly. Clara even thought, as she looked into his eyes, that she could see her old Doctor smiling at her. Sometimes she forgot that this was still him, standing in front of her. He was still the one who had entrusted her with his darkest secrets, the one who had reached for her hand when the pain was too much.

"So here are the Doctor's orders," he continued. "You stop running, stop bottling it up. You let yourself cry and accept that Danny's gone."

A sob escaped Clara's lips and she looked down.

"But you remember that he gave his life for everyone on Earth. And most of all…" His hand left her shoulder and he tapped her chin lightly. Clara met his earnest gaze through blurry vision. "You don't give up hope."

Clara shook her head. It seemed like an impossible feat. "How? How do I do it? You told me that when I found you up on that cloud you weren't you. You'd forgotten who you were."

A small smile twitched at the Doctor's lips. "And have you forgotten who made me remember?" He shook her gently. "You." He straightened and released her from his hold, standing back and crossing his arms over his chest. "So I don't know how you're going to do it, but I do know that you won't do it alone." He said it slowly, carefully, as if the words themselves could break.

Clara stared at him in wonder. Could this really be the Doctor? Was it really possible to have a friend like him?

She knew he didn't like hugs, but this time, she really didn't care.

Clara threw her arms around him, standing on her toes so that her chin rested on his shoulder. She felt the Doctor go stiff.

"Uh…I meant what I said, but I think the hugging is going a bit too far."

Clara smiled to herself and squeezed him tighter. "Well that's just too bad, isn't it?" But she did pull away after a moment, knowing he might take back everything he had just said if she didn't let go of him. A yawn came unbidden to her mouth, and a wave of drowsiness came over her.

"My guess is you haven't had much sleep in the past two weeks," the Doctor observed. "Not good for a human."

"Your guess is correct." Clara used her sleeve to wipe away the last traces of her tears as the Doctor turned and strode toward the TARDIS.

"As usual," he said over his shoulder as he pushed open the door.

"Debatable," she muttered as she came up behind him.

The Doctor paused in the doorway and turned his head. "I heard that, you know."

Clara nudged him inside and followed him in, shutting the door behind her. "Yeah, I know."

"Get some sleep," the Doctor said as he walked toward the console. "It'll help."

Clara stopped just to the side of him as he began fiddling with the controls. "Doctor?"

He didn't react, except to hum, "Hm?"

"Thank you." She placed a hand on his arm. He froze. "I mean it. Without you I…don't know what I'd do."

There was complete silence for a few moments, other than the quiet rumblings of the TARDIS. The Doctor just stared at the console's monitor.

"I'm not a good man, Clara. Don't pretend like I am."

"A good man helps his friends when they need him." She squeezed his arm and smiled at him, though she wasn't sure if he saw it. "Goodnight."