Clara felt warm, surrounded by softness and comfort. It was a feeling she had not experienced in a long time; she felt safe. She knew she must be in that strange place, the one where she had seen her mum; she must have lost the fight. She should have cared, she should have been bothered by this but all she felt was a deep sense of satisfaction. Now she wouldn't have to feel pain, she wouldn't have to hurt; she could rest and be with her mum and it would all be alright.

Clara's eyes popped open, immediately searching for the kind face of her mum. What she was greeted with instead was light and metallic walls of the TARDIS. She was in her bedroom on the TARDIS; though the light was dim, her eyes hurt. She was dressed in thick pyjamas, the covers of her bed pulled up and tucked around her up to her neck; the reason she was so warm. She heard the sound of beeping and when she craned her neck she could see she was attached to several machines as if her bedroom had been turned into a makeshift hospital room. When she moved her hand she realized that she had an IV attached to her; no wonder she felt so wonderfully warm, her pain deadened. She was dizzy with pain medication.

Finally her eyes fell on the Doctor sitting in a chair by her bed. She had never seen him look so awful before; he was obviously still wearing the clothes from the night everything went wrong; his clothes were blood stained, wrinkled as if they had been wet and dried. The buttons of his vest were gone, his vest and shirt askew. His skin was pale, almost deathly so, his eyes blood shot. His hair was wildly sticking out in random places, matted in patches. If she wasn't so scared of him, she wouldn't have felt sorry for him.

"Get…..away from me" Clara stuttered out. Her throat felt like it was on fire. "Get…..out of….here"

The Doctor's eyes filled with water and they looked even redder than they had been. "Clara…I know you are upset with me and you have every right to be" he began. "My behavior under the influence of Mr. Clever has been completely awful….I know nothing I can ever say or do will ever make it up."

Clara felt tears in her eyes, from sorrow and anger and she felt them run down her face; she was too weak to wipe them away. She thought about how much pain she had experienced at his hands, how long it had gone on; she had been able to handle it for so long but this had been the last straw. She could still feel his hands close around her throat so tightly she thought her windpipe would crush; she could still feel the desperation that caused her to fling the two of them into the TARDIS' pool. She had settled on death at that point, if only it could be on her terms.

"You tried to kill me" Clara said softly through her tears. "I always thought…despite everything that was happening between us….that's the one thing you'd never do"

The Doctor's eyes looked glassy as if he might cry again and Clara hoped that he didn't; she wasn't sure she could take it. "I know…I wanted to take care of this on my own" he said sadly. "I knew the one thing that I should have done and it was the one thing that I couldn't manage. If I had, I wouldn't have hurt you so badly"

"There's nothing you can do to fix this…he said you were gone forever…he could probably come back at any minute. He might be here right now. " Clara said her eyes blurry with tears. She expected to see the blackness in his eyes any minuet.

The Doctor hung his head. "He's almost claimed me" he said shakily. "It's taking everything I can to hold him back at the moment…but there is something that I can do to fix this. I just wanted…to say good bye before I did it"

Clara's head felt fuzzy from whatever was running through the IV in her hand but she was still sure that the Doctor wasn't making any sense. "Before you do what?" she asked tiredly. She was scared and confused and sad but so, so tired.

The Doctor winced as if the effort of holding himself sane was causing him physical pain. "Before I regenerate" He said, wrapping his arms around himself as if he was holding himself together.

Clara's fuzziness cleared enough that her worry could shine forth fully. "What?" she asked.

The Doctor winced again; his face looked even paler now that it had when he had begun to speak; he looked like a corpse. "There was ever only one way to kill Mr. Clever. I knew that way back when we first encountered him on Hedgewick's World." The Doctor paused as if talking was causing him great pain. "I would have done it then, had I known he lingered in the deepest parts of me. It would have solved us all a lot of pain….But I didn't. I was too much of a coward. But now I can do it…..now I know I have to do it. I hurt you…I could have killed you …..I tried to kill you…..and that's unacceptable. So, now I give in"

Clara's head was swirling. "I don't think you're making sense, Doctor" she said, fighting sleep and the drugs that were weighing her down heavily. She couldn't be sure but she felt like he wasn't making any sense at all.

The Doctor looked at her, the trace of a twisted smile on his lips. "I'm dying, Clara…he's dying too. He can't live if I die" he said an odd sense of triumph in his voice.

I'm dying….the words seemed to ring inside of Clara's head and pull her up from the drug induced fog she was in. Her anger dissipated, her fear fell away at the words. The Doctor, her Doctor couldn't be dying. She tried to sit up in bed but the second that she lifted her head, she found her vision blackening, causing her to lie back down.

"Don't strain yourself" the Doctor said, patting her down on the bed so that she wouldn't try to get up again. The act was completely wrong; he shouldn't have been concerned with her; he was the one that was dying.

"No…..no, you can't be dying!" Clara said in desperation, her voice raised in alarm but still sounding little more than a whisper. "You…..you can't….."

The Doctor was still smiling and this alarmed Clara even more; not only was he dying, he was happy about it. "It's alright, Clara" he said in a strangely calm voice even though he looked like he was seconds from death. "I'm dying but I'll regenerate. I'll come back…but I won't be the same"

"W-what?" Clara asked . She felt funny; she felt tears in her eyes and her chest getting tight. This didn't make sense; she was terrified of what he was capable of but she was more scared of losing him, the real Doctor, forever.

The Doctor gave her a small smile, one like he used to give her, one that spoke of the real man he was, not the one that Mr. Clever had made him. "Timelords have this trick…we can outsmart death in a sense" he said, taking great breaths between words, showing how hard it was for him to go on under the smile he had. "We can regenerate when we would have died…every cell in our bodies dies and is reborn in a sense. All my cells, my entire body will change. It will kill Mr. Clever permanently; I should have done it when he first inhabited my mind but I couldn't"

Clara felt something like hope rise inside her chest at his words. "So, you're not really going to die?" she asked, tears making their way down her face even despite her hope.

"Not in the technical sense" The Doctor said, holding his side in pain. "Technically I will be reborn. But also, my body will die. I will change; I will be the same man inside but not on the outside. I'll look and sound different"

Clara didn't know what to feel; she was happy that he wasn't really going to die permanently. But what would he be like without being himself? She couldn't even fully wrap her mind around the idea that he could simply change his body in that way. "You…you won't be you?" she asked hesitantly.

"I will be me" The Doctor said, now swaying on his chair as if he could barely hold himself up. "I'm always the same man inside…..I'll just be a different face. I can try to stay the same…but I really don't have much control over it." He looked into Clara's eyes, his own holding the most sadness that she had ever seen. "After what I've done…..it's probably better that way. New face…new start."

Clara's tears were falling freely down her face now, her arms too weak to push them away. She ached on every inch of her body from injuries that the man in front of her had given her but she couldn't forget all the good, all the care and love she had also experienced at the hands of this man. She didn't want him to change; though it was painful to look into his face and see 's eyes still staring at her from her mind's eye, she didn't want him to change. "Don't…please don't" Clara begged. "There has to be another way."

The Doctor winced in pain. "Too late for that now…..I expect the poison will succeed in stopping my hearts in less than a minute."

"Poison?" Clara asked, her voice strangled whisper.

The Doctor nodded, biting his lip which looked grey now from the toll of his body. "Well, with my extensive knowledge of biology and chemistry it was the best way to time when it would finally do me in…..and I wanted to see you with this face one last time"

Clara couldn't believe how calm he could be when talking about his imminent death. She continued to sob, the weight of her tears and mucus pulling her down so much that she could hardly breathe. In her desperation, she pulled herself up off the bed and tried to reach out to the Doctor, every fiber of her body aching. She could see the Doctor's skin beginning to take on an unnatural glow and she could sense that their time was up. "Please come here…..let me touch you…..hold on…hold you…..while it happens" Clara begged, wanting to hold her Doctor one last time.

The Doctor shook his head, holding out his hands as his entire body took on a yellowish glow. "I…can't…" he said. "Too much energy…I could hurt you…..and I'm not going to do that…..not ever again." He closed his eyes, wincing in pain before he looked at Clara one last time. "I love you, my Impossible Girl" he said, his voice full of sincerity.

Clara let out a strangled sob. "I love you too…..my Doctor" she said. A moment later, she watched in horror as yellow light shot out from the Doctor's body, consuming him completely.