Summary: One morning aboard the T.A.R.D.I.S, the Doctor and his companion contemplate each other. 11th/OC. The fourth piece in my "Mind..." series.

A/N: This is only a little one-shot that carries on from my previous 'Mind...' fics featuring Fred/11. I wanted to write this to explore their feelings toward each other. I thought this was an important piece to include in the series because I want to show that their relationship is attraction rather than love. In other words, I'm not trying to make a new Rose...don't worry! Think of it more as a friendship with an element of attraction. Anyway, enough of my ramblings. Onward!

Mind Flirting

"Good morning! It's about time too."

Halfway down the steps to the main room in the T.A.R.D.I.S, Fred froze, hearing the Doctor's voice echo around her.

"Where are you?" she called.

There was a clatter and she jumped. "Doctor?" Fred looked around nervously and just when she was about to get worried, the Doctor's head popped up from beneath the flooring surrounding the T.A.R.D.I.S core.

"Good morning!" He beamed. "I've already said that. Never mind!"

Fred held back her wayward brown curls and gazed down at the depths of the T.A.R.D.I.S. "Wow."

"Err..." The Doctor flushed.

"What?" Fred asked, a slight frown taking over her happy face. "Oh!" She chuckled. "I wasn't wow-ing at you!"

"Ah." The Doctor heaved himself out with surprising strength, looking a little embarrassed. "Well, of course, I knew that."

"You big head!" Fred was still chortling but, with a pleasing sense of triumph, the Doctor noticed that she was blushing.

He had to admit that he was glad he had picked her as a companion seven months ago. Seven months to the day in fact! Hmmm. He'd have to organise some special trip to celebrate that. The Doctor grinned as she wandered off, retuning moments later with two cups of tea. She handed him one and beamed at him over the top of her steaming cup. Eager. She was always eager. That was why he liked her. She was eager for adventure, excitement, something new to challenge her. The Doctor was the master of all those things and was all too happy to show her. They got along famously. Well, they bickered sometimes but the Doctor was sure he usually came out on top during their little arguments. But then so was she. The Doctor brushed it aside. They were good friends and he was enjoying her company. And her kooky dress sense. The Doctor tried to get a glimpse of what she was wearing today but she was too close and he didn't want her to think he was eyeing her up or anything; especially after his embarrassing assumption previously.

She glugged down the last drop of her tea and gazed about her. Oh, yes. That was another reason why he liked her. She loved tea. She bent down and picked up one of the tools he had been fiddling with. Ah-ha! He managed to have a good look at what she was wearing. A pair of black, shiny leggings, a painfully 80s polka dot blouse with a bright red belt and a pair of lethal-looking hot pink heels.

"So," she interrupted his thoughts. "Where are we off to today?"

"Somewhere we don't have to do any running." The Doctor answered, closing up the grate.

"Why? You feeling all sensitive today, Doctor?"

He met her amused gaze. "No. It's just that I don't think we'll be able to run very far with you in those shoes."

"Oh." She flushed. "Well, I like them and they may not be practical but..."

"You are not a practical person." The Doctor waggled a finger in her face.

"What do you mean?" She asked, swatting his hand away. A perfect example of their bickering.

"You never dress in something suitable for the occasion." He gestured to her outlandish attire.

"I don't know what the occasion is yet!" She retorted quickly and the Doctor saw a spark of excitement in her eyes. She was enjoying this. She seemed to love a bit of a fight. Sometimes, he rather admired that in her. Other times, it made him a little concerned, when he saw fire blazing in her eyes. He hadn't seen that part of her yet but he had a feeling it was coming soon. He looked at her now, all smiles and wild hair. He grinned.

"Well then! We'd better decide!"

"Hmm." She mulled over options in her head, leaning back in her seat. The Doctor watched and his stomach inexplicably lurched as she stretched. He tried to pass it off as excitement for their impending adventure. She sighed. "I don't know..."

Fred couldn't think. The Doctor's eyes were fixed on her and it was distracting her from the very important task of thinking of a place they could visit. Perhaps they could venture into the past again. She had liked it last time. She stretched in her seat but the Doctor's eyes were still on her. Did he know how distracting he was? Not to mention handsome –

No. Fred shook her head slightly to rid herself of the thought. She wasn't going to start fancying the Doctor. He had mentioned that he had companions before her and she could only imagine how many people had felt exactly the same as her and how much more he must have liked them than her. Why should she stand out in his mind? She was nothing special; her green eyes and light brown hair were fairly average. Ditto her build and height. Well, she was below average height but being below average wasn't anything to shout about. Her build, however, was common. Not fat, not thin. Not scrawny but not overweight either. Average. Fred wasn't unhappy with the fact that she was fairly average but now she felt like she was being forced into competition with all of his past companions. She wasn't going to start fancying the Doctor. It was a bad idea all around. She'd feel dreadful about herself and the Doctor would probably feel awkward around her. He was bound to find out that she liked him. He knew everything. And living so No she was not going to start fancying the Doctor. Fred jerked back to life when she heard a clatter. The Doctor had stopped watching her and was fiddling with the tools he had been using earlier only he seemed to have just dropped most of them. He could be so clumsy. It'd be ever such a bad idea to start fancying him.

Deep down, Fred knew she was fighting a losing battle.

The Doctor didn't know what was wrong with him. He kept looking at her. He wasn't eyeing her up or anything but...he just found that he wanted to look at her. She was pretty but the Doctor had never really found prettiness meant much over all. Looking back, the majority of his companions were pretty in some way. Fred, though...there was something about her that intrigued him. Over the past seven months, he had seen something in her that he didn't really see in his companions. Independence. The worlds and times they went to were totally unfamiliar to her but she still seemed so sure of herself and her own safety. She wasn't afraid to get stuck in and he liked that; even if he did have to swoop in and rescue her most of the time. He glanced back over to her, unable to stop himself. She was sat in her seat, contemplating something. Oh, he hoped it was him.

What? The Doctor dropped his tools with an almighty clatter. What on earth was happening to him?

Hope you enjoyed that! Please leave a review...I'd love to know if their relationship is good to read or not. I love 11 and I imagine he'd be awkward in a situation like this!

This'll be my last one-shot before writing a multi-chapter fic with the Doctor, Fred and (duh duh duh!) the Master.

Hope to see you there!