The Doctor pushed open the TARDIS doors looking more upset than Martha had ever seen him.

"What do we do, now?" Martha asked.

"I don't know, Martha!" He snapped.

"Sorry." Martha muttered.

He scolded himself for his harsh tone.

"I'm sorry I'm just upset."

She watched him bend over the console before slamming his hand down on the control panel. "Damn it!"

She walked over and gently placed her hand on his shoulder. "We'll figure something out."

"How? We've got pilot fish roaming around in disguises and we don't what they are!"

He stood and ran his fingers through his hair.

"How did I let this happen?" He said bitterly.

"It's not your fault."

He scoffed. "They're doing this because of me."

Martha sighed. "Well, what should we do, then?"

The Doctor shrugged. "We'll just have to keep our eyes open, that's the only thing I can think of."

"Well, that's a start." Martha said trying to sound encouraging.

He looked at her. "Martha keep a lookout for anything strange and if you hear or see anything tell me."

She nodded. "Right."

Then his expression softened. "But please stay safe, promise?"

Martha smiled. "Of course but you better get back you've got a class to teach."

The Doctor lightly tapped her nose. "Yes, sir!" He joked.

Martha smiled slightly and watched him walk slowly out of the TARDIS.

He walked back to the school with his hands shoved in his pockets feeling so deflated.

The Doctor made it to the school and stood in front of the building and sighed.

The sounds of children and teachers made his hearts drop.

"All these people in danger and it's my fault." He mumbled regretfully.

The Doctor sniffed and walked inside to his classroom.

Later that night the Doctor was sitting on his bed picking at a loose piece of thread on his blanket.

Thoughts of "what if" ran through his mind but the sound of Martha dashing into his room snapped him out of his worried thoughts.

Martha looked as though she had been running.

"Doctor, guess what I've done." She said catching her breath.

"What?"

Martha sat beside him and handed him a large sheet of paper.

"What's this?" He asked.

"I've just been to the TARDIS and I got this map of the Family's current and future route."

His eyes brighten. "How did you get it?"

Martha grinned. "The TARDIS made it for me."

"Oh, this is brilliant!" The Doctor exclaimed jumping from the bed.

Martha smirked. "I thought that might cheer you up."

"Well, we still need to find out what the pilot fish's disguise is but this is good, too."

She watched as he looked over the map on the table.

"Interesting." He muttered leaning over it.

Martha stood beside him. "What is it?"

The Doctor skimmed the map with his finger. "According to this the Family is still traveling which means the pilot fish are dormant."

"But we saw their footprints." Martha pointed out.

He nodded. "True but the pilot fish can't go into full motion until the owner gives the command."

"Which means even though they moved it was probably only far enough to hide until the family gets here." Martha replied.

The Doctor smiled. "Exactly."

"So maybe there probably hiding in plain sight until given the order to move."

"Oh, Martha Jones you are brilliant." He grinned.

Martha smiled then started yawning.

She tapped his arm. "Well, thanks but I'm going to bed. How about you?"

He shook his head. "You go on I'm going to stay up a little longer and study this map."

She sighed and shook her head. "Okay but get some sleep."

"Yes, mam!" He teased.

Martha playfully stuck her tongue out before leaving.

After she was gone the Doctor decided to get comfortable and removed his jacket and tie then rolled up his sleeves and laid out the map on the bed.

He started studying it when he heard crying outside his window.

The Doctor folded up the map and hid it in a drawer before checking the window.

He opened it and glanced down and saw Clara crying.

"Clara?" He said startling her.

"Oh, Mr. Smith. I-I'm sorry, I hope I didn't wake you." She said quickly wiping her eyes."

"I'm more worried about you. Why don't you come inside?"

She was too cold to refuse and nodded.

"Could you help me up? I think my legs are frozen." Clara shivered.

He looked further and realized she was in her pajamas.

"Humans." He mumbled before pulling her up into his room.

"T-thank you." Clara stuttered.

"Hang on." The Doctor said before wrapping his brown coat around her.

She sat in a chair and pulled the coat further around her.

The Doctor handed her a cup of hot tea and sat on the bed.

"What were you doing out there in your night-gown?" He asked.

"Crying." Clara replied.

"Outside?"

She shrugged. "Better than crying where the students and teachers can see you and getting into trouble for it."

"Why were you crying?" The Doctor asked softly.

"Bad day, sometimes those boys can be impossible." She sniffed.

He sighed. "You could've come to me."

Clara shook her head. "Oh, no sir. That's unheard of."

The Doctor scoffed. "What a person can't help another person?"

"Not if it's a maid and a teacher." She replied.

"Oh, that's just stupid. If Martha were upset I'd want to help her." He said.

"I guess." Clara replied softly.

He knelt before her. "So why can't I be there for you?"

She smiled. "Careful Mr. Smith I might cry again."

He grinned. "There's that smile."

Clara blushed. "So when you're not teaching or spinning around in chairs what do you like to do?"

"I like to draw." The Doctor replied.

"Really?" She said.

He nodded. "Would you like to see a drawing I did of you?"

"You did a drawing of me?" Clara said.

The Doctor went to the desk and pulled a small sketch book.

He sat on the couch and offered her a seat.

She sat beside him and admired the beautiful blue hard covered book.

Clara caught a glimpse of his eyes, they were the most beautiful shade of brown she had ever seen.

"I hope you like it. I did it by memory." He said as she slowly came near him.

He opened the book and she peaked inside; her eyes widen. "You really did this from memory?"

"Yup!" The Doctor replied.

Clara's fingers traced over the detailed pencil drawing.

"This is beautiful but I couldn't possibly look like that." She blushed.

"Why?" He asked.

"It's too pretty." Clara said softly.

"Well, I drew how I see you and that's how I see you." The Doctor replied.

Clara smiled. "You think I'm pretty?"

"Maybe." He grinned.

She smiled.

"I like seeing you smile. You have a very pretty smile." He said.

"Thank you." Clara replied.

The Doctor glanced at the clock and sighed. "Well it's getting late. You can go back to your room if you like."

She hesitated but nodded. "Yeah, I need to get some sleep."

They went to the door and the Doctor leaned the wall and gazed at her. "I'm sorry you had such a rough day with the students."

"Well, it was just one student." She replied.

"That's still too many. Which boy was it?" He asked.

Clara rolled her eyes. "Jeremy."

The Doctor chuckled. "Ah, yes I've met him. He's a pain isn't he?"

Clara smirked. "Yeah."

Then her eyes turned sad.

"What is it?" He asked.

"It's still hard here and I miss my sisters." Clara sniffed.

He gently tucked a loose strand of brown hair behind her ear causing her to shiver.

"I'm sorry." He said softly.

"It's alright. I feel a lot better now, thanks to you." Clara smiled.

"Well, I'm glad."

He then handed her the drawing. "Here I want you to keep it."

"Thank you." She said.

"You're welcome." The Doctor replied.

"And thanks for helping me feel better." Her eyes started searching his.

"Aw, you're wel-" He started to say before Clara crashed her lips into his.

She caressed the side of his face but almost pulled away but the Doctor wrapped his arms around her waist.

His mouth was hot against hers and he tasted like mint.

The Doctor lifted her up a little and held her closer.

Their lips were in-sync and the kiss was passionate and slow causing Clara to melt in his arms.

They paused to breath and Clara rested her forehead against his and sighed.

"I'm sorry." Clara whispered.

"For what?" He said.

"Kissing you." She replied.

"I'm not complaining." The Doctor smiled.

"Really?" Clara said softly.

He gently kissed her nose. "Yes."

"Mr. Smith?"

"Yeah?" He asked.

"Kiss me." She breathed into his mouth.

He smiled and kissed her again.