A/N wooooah I got a lot of reviews for that first chapter. Thank you all so much! I hope you all love this one just as much :) (and review? Pretty please?)

ALSO, I have written a one shot. On Eleven's regeneration. It's my second, and this one...well let's just say its not particularly...happy. Or ideal. Or anything like I hope the real thing will go. Basically, I had a lot of feels and let them run wild. It would be really nice if you guys had a read! It's called 'Do Not Go Gentle Into That Good Night'.

Today's song is Counting Stars by OneRepublic.

•••

Lately, I've been, I've been losing sleep
Dreaming about the things that we could be
But baby, I've been, I've been praying hard,
Said, no more counting dollars
We'll be counting stars, yeah we'll be counting stars

I see this life like a swinging vine
Swing my heart across the line
And my face is flashing signs
Seek it out and you shall find

Old, but I'm not that old
Young, but I'm not that bold
I don't think the world is sold
Just doing what we're told

I feel something so right
Doing the wrong thing
I feel something so wrong
Doing the right thing

I couldn't lie, couldn't lie, couldn't lie
Everything that kills me makes me feel alive

I feel the love and I feel it burn
Down this river, every turn
Hope is a four-letter word
Make that money, watch it burn

Old, but I'm not that old
Young, but I'm not that bold
I don't think the world is sold
I'm just doing what we're told

I feel something so wrong
Doing the right thing

I couldn't lie, couldn't lie, couldn't lie
Everything that drowns me makes me wanna fly

Lately, I've been, I've been losing sleep
Dreaming about the things that we could be
But baby, I've been, I've been praying hard,
Said, no more counting dollars
We'll be counting stars

Take that money
Watch it burn
Sink in the river
The lessons I've learned

Everything that kills me makes feel alive

•••

THE DOCTOR

Water was dripping off him in waves, his hair was a mess, his shoes like buckets, and the rain just kept on pouring down. He was running, laughing, hopping in the puddles. There was a girl running beside him, clutching his hand, laughing just as loud, although deftly avoiding the puddles.

It was these sort of times the Doctor loved. Just these little moments when he could forget, when he could lose himself in adrenaline and joy and fun and pretend he was young again.

He fumbled while unlocking the TARDIS, and they both spilled inside to seek refuge from the deluge of rain. Not that it would have made much difference had they spent another few minutes running about, they were already as saturated as one could be.

Clara collapsed in the chair, still smiling and shaking her head, while he took off his coat and hung it over the railing to dry. He patted the wood of the door, knowing that his TARDIS was not inclined to getting wet.

"You are such a dork, you know," she remarked, Clara, not the TARDIS. "I haven't got around much in the 102nd century, but I don't think that insulting the President of New New America, or whatever it is, is exactly a brilliant idea. Especially when you call him a thick old cabbage head. His hair wasn't that green."

"Yes, well, he was being rude about my bow tie. And then he wanted to instate you as a new citizen for his breeding program. And his bowl cut was a quite disgusting khaki. His ears were all leafy too."

She cocked an eyebrow at him. "I suppose you're the expert on funny looking facial features."

It took him a minute to figure out what she meant by this, and by the time he shouted, "My chin is absolutely normal!" after her, she was already off into the TARDIS corridors.

The Doctor whistled and hummed to himself as he took out a rag and began clearing the space-gunk off the interior maintenance controls. Once relatively clean, he jiggled with them a bit until they lit up before flicking the dryer switch. The result left most surfaces of the room almost unbearably hot, and only rendered himself a little less damp. He'd have to fix that up one day.

He soon found himself thinking back to just minutes ago, thinking about Clara's young, pure laugh and its contrast to his own old, restricted one, thinking about the way her dark hair fell across her eyes, how her cheeks shone with excitement and her skin sparkled with droplets of water...

He straightened up, where had his mind wandered off to?

Did he fancy her?

What did that even mean?

He didn't. He couldn't. He wouldn't.

"What were you thinking about to blush like a tomato, hey?"

Clara skipped up to the console, now in a flowy purple dress, tights, and boots. Not that he was noticing.

"No-nothing. Nothing! Where do you want to go?"

"That was unnecessarily quick. Not really in the mood for another adventure, bit tired out from running from the future US military in the drenching rain."

"Do you want me to take you home then?" he was sure she didn't miss the disappointment in his tone.

"I didn't say that."

He didn't say anything either.

"You know, I've always loved the stars. My mum knew dozens of their names and constellations, she'd always point them out to me. Our stars," she paused.

He spun around to face her. "Stars? Stars? You haven't seen anything yet!"

She smiled gently, with her eyes more than her lips.

"The constellations of Amoris, greatest stellar view in the universe-can you just press that button right there- coming right up..."

He jerked his head at the doors as they landed, watched as Clara pushed them open to the world outside.

She stood on the threshold, gazing up at the sky, unmoving, unspeaking. He joined her, following her line of sight to the void of a trillion stars.

Her expression was so innocent, and human, and full of awe at the spread of sky he'd seen a hundred times before. The sight wasn't wondrous to him anymore, now that he knew the name and origin and story and end of every single star that twinkled and shone up there. Now that he knew all the planets that orbited them, and all the forms of life that may once or someday live on them. Now that he knew the physics and structure and history behind everything he could see, there was no awe anymore, there was only memories.

But Clara couldn't seem to tear her eyes away. And it was beautiful.

They ended up lying side by side on the mossy ground, a little away from the TARDIS, easier to see the sky by. He'd made sure to send them to an uninhabited stretch of plain, no life nor unnatural thing for miles or centuries.

He began pointing out the separate stars to her, all their names and planets and solar systems and stories. She listened to all his words, but he had a feeling she didn't care so much for them than the stars themselves, so very, very many of them.

"See the dim blue-ish one all the way over there? Igtain, it's called. At least that's one of its names. I saved a human battle fleet from crashing into it once. Then I threw all their weapons into it.

"And the orange kind of one over by the TARDIS? I saw that one as it began. And I watched it as it collapsed. Destroyed half a galaxy, it did. I was there when it was just a void in space, too."

"That's a lot to see," she said.

"Yes," he mused. It was. "Yes, it is."

"Too much?"

He kept his eyes on the swathes of pinpricked light. "You can never have too much of a good thing! It's like Saturdays. If every day was a Saturday, the universe would be a better place."

But he thought, Yes, Clara. Too much. Much too much.

Somehow she must have caught his unsaid words in the air, or seen them in his face, because she replied with the same fabricated light humour, "Imagine that. No dreary Mondays. Probably just thought up the solution to world peace, there. I'm fairly sure most wars are sparked by Monday-morning-itis."

He sort-of laughed. Sort-of didn't.

The back of her palm was brushing against his. But he wasn't noticing. Her shoulder was pressed up against his side. He wasn't noticing that either.

He definitely, certainly wasn't looking more at Clara than the stars themselves.

Blimey. What was wrong with him?

What were his thoughts doing?

Count the dollars

Count the days

Count the causes for your haze

Count the pennies

Count the ticks

Count the waning blackened wicks

Count the nickels

Count the suns

Count the loved and loving ones

Count the shillings

Count the years

Count the reasons for your tears

Count them up, count them up. No need to add one more.

Do not add one more.

"Do I have something on my face?"

He blinked. "Do you have cat bling on your mace?"

She rolled her eyes. "You're staring at me. What's so interesting?"

"I wasn't staring at anything."

"You really kind of were."

"I resent that accusation."

"You're blushing too."

"No I'm not."

"Nice try."

"I wasn't staring! I'm not blushing!" he scoffed. He wasn't. No. Never.

"Ha," she paused, looking at him quizzically, and then even a little sadly, before seeming to decide on something despite the conflict in her expression. "Do you like me?"

"What?!" Why couldn't he just say no?

"Do you like me?"

What to say, what to say?

"Of course I like you. You're my friend. You accompany me on my travels about time and space."

Clara darted her eyes back up to the sky. "Good," she said. "It would've been horrible to think you've hated me all this time."

Ouch.

She twitched her hand back to her side, no longer touching his.

Double ouch.

Why was her simple presence so close to him making his heart race? Why was his heart sinking at her sudden detachment from him? Why did he so regret his answer to her question?

They lay in silence. Minutes ticked, ticked, ticked by. Clara breathed and blinked and gazed so near, so far. And then he couldn't bear it any longer.

He moved his arm across the space between them, and took her hand. He lifted it to the sky, pointing at a particular star above their heads.

"See that white one? The brightest in the whole sky? That one's dead."

He hoped she was still listening.

"That star died years and years and years ago. In a brilliant sprawling supernova. It burned too long, too heavy, and it exploded into beautiful light. And the pressure was too much, it collapsed in on itself and pulled everything around it with it. It's a black hole now. Eating up the rest of the universe, where once it was a shining star. But we can still see it. To us, it's still alive. Still beautiful."

Silence, for a while. Just silence. Pure silence. And the stars.

He turned onto his side, couldn't stop his hand coming to rest on Clara's cheek. Couldn't stop from softly kissing her forehead.

This was not right. This would end in nothing good. This would kill him.

But why did he feel so intensely alive?

Count the dollars

Count the days

Count what sets your heart ablaze

Count the shillings

Count the years

Count your strong and standing fears

He couldn't keep lying.

He didn't want to keep lying.

But he had to try.

•••

A/N poem cos I felt like it. Have a nice day everyone!