Clara paced back and forth in the central room of the TARDIS. The Doctor had told her to wait in there until he came back without moving, blinking or breathing more than necessary. She resulted to pacing after about twenty minutes of solitude, to which the TARDIS groaned.

"Oh, hush you," Clara muttered under breath, sparing a glance at the control panel. She mentally sighed to herself, assuming that this is the reason the TARDIS was so cold to her. Maybe this was the Doctor's idea of their "alone time" to get to know each other.

"Well, it'd be easier to get to know a human rather than a machine that locks me out." She glared at the ceiling and felt the room give another moan of crossness. Clara halted her pacing and stared at the tall mechanics in the center of the room.

"Alright then, let's get to know each other," she started apprehensively. "My name is Clara Oswin Oswald. I like long walks on the beach, getting caught in the rain, and a pina colada in each hand. What about you?"

There was no response from the empty room rather than the usual humming emitted from the central panel. Clara rolled her eyes and let out an irritable sigh to the lack of a reply. She resorted to pacing yet again.

A small buzz whispered behind her and she whirled around to come face-to-face with a tall brunette woman with ratted and curled hair standing in a patched, ragged old-fashioned blue dress.

"Who the he—"

"I'm the Voice and Visual Interface for the TARDIS. This was a previous shape I have taken in human form. It is nice to meet you again Clara Oswald."

Clara eyed the woman dubiously, not wanting to admit that she was rather frightened to be standing in front of the TARDIS on even grounds.

"Again?" Clara repeated.

"Another story for another time," said the woman nonchalantly. "You said you wanted to know me. But first you must ask: what am I made of?" She sauntered past Clara and began running her hands across various knobs and dials on the control panel. "Not mechanically, or energetically, I mean," she assured. "That would take months to explain. What I mean, Clara," she said as she came to rest before Clara after circling the room, "is the Doctor, my Doctor. He's what I am made of. My Doctor and I have grown onto one another throughout the centuries. Learn about him and you'll know me."

Clara listened to the woman with deep interest and confusion. "Learn about the Doctor?" she exclaimed, chuckling. "Are you mad? That man has more secrets than he can fit in his closet."

"Correct," said the TARDIS. "However, I'm much larger than a closet. All of his secrets, all of his fears, all of his companions have been filtered through me at some point in time."

Slowly, the woman shuffled around Clara, always keeping eye-contact. Then she said in a soft voice, "There's something about you Clara that is very mysterious indeed. But I am willing to show you the truth about the Doctor. Only then can you understand why I dislike you so."

"So you do hate me?" Clara knew it.

With a small glare, the woman snapped, "Another story for another time. Let me show you why you and others like you have always had a cold place in my heart."

Bringing her hand up, she twisted her fingers in a quick snap and Clara felt the floor drop beneath her.

She landed in what appeared to be a bright, yellow room very similar to the layout of the room she had just been in. A large middle console rang and hummed its different tunes while a young, attractive man in a blue suit tinkered with the buttons and dials.

"Excuse me?" said Clara, trying to catch his attention. He did not respond in any way, but continued toying with the machine in front of him. Clara caught a brief glimpse of his red Converse shoes under his pants and remembered seeing a very similar pair in a trunk beneath the TARDIS control room a few days ago. Not that she was looking around or anything.

This must be the Doctor…with a different face? He had mentioned to her once about his other faces, but she hadn't exactly pictured an entirely different person altogether. Suddenly the door burst open and a young, beautiful woman strolled in. The Doctor's eyes illuminated and he began to describe a miraculous place to travel to.

Stupid Doctor, can't he see the look in her eyes? Clara picked up on the solemn gaze as the woman stared at the Doctor, waiting for him to stop. When he did, the Doctor fell into a morose silence. His shoulders slumped as he leaned against the control board.

"Okay," he said, his voice much deeper and more wretched than before.

"I just can't," the woman replied sadly. She tried to explain herself and the Doctor tried to understand, but there was still an air of heartache hovering over the two of them.

"Thank you." He started forward and embraced her. From where Clara was standing, she could see the look of pain in his brown eyes.

"Are you going to be alright?" she asked after playful banter.

"Always, yeah," he muttered indifferently.

"Right then," she said and hesitantly added, "Bye," with a swift kiss on his cheek. With that, she left the TARDIS, leaving the Doctor in a dismal state of loss. The door opened yet again and the woman began ranting about her old friend.

"She loved him, she did. She completely adored him," she rambled.

"Is this going anywhere?" the Doctor asked her bewilderedly.

"Yes!"

Ashamed, the Doctor nodded and folded his arms to listen to her story.

"Because he never looked at her twice."

Even Clara could sense the direct meaning behind these harsh words. The Doctor's eyes trickled down in disgrace as he listened to her with a distant expression.

"So this is me getting out," she concluded.

The floor seemed to drop again as Clara fell through time and landed in what appeared to be the same room. The Doctor was standing on the other side of the TARDIS with another woman next to him.

"I was going to be with you. Forever," she said sadly.

"I know," he whispered.

"Rest of my life, travelling in the TARDIS."

She suddenly backed away with a horrified look on her face. The Doctor placed his arms on her shoulders to steady the trembling redhead.

"Don't make me go back," she cried frantically. "Doctor, please! Please don't make me go back!"

"Donna," sighed the Doctor as she shook. "Oh, Donna Nobel. I am so sorry." They gazed at each other, his eyes with pity, her eyes with fear. "But we had the best of times," he said. "The best."

Two distinct tears poured down her cheeks as she shuddered. And with his final whisper of a farewell, she started to shake her head violently as she pleaded. "No, no, no please!" He placed his hands on her cheeks. "Please! No! No! NO!" she begged, mortified. "NO!"

And with that, she collapsed into his arms, unconscious. He held her with his eyes closed, a look of pain and guilt etched harshly into his fine face.

Everything swarmed into a haze of black until Clara's vision emerged, now standing in a kitchen where the same Donna waltzed around with a phone pressed to her ear. The Doctor entered the room and caught her attention.

"Donna, I'll just be going," he said kindly.

With a look of mild disinterest, she mumbled back a heartless, "Yeah, see ya," and ignored his presence yet again.

The Doctor's eyes went dark and, with what looked like extreme effort, turned his back on her.

A tumbling moment surrounded Clara as she fell into another moment in time. This room was a solid white with lights and ropes surrounding it. Standing next to a blank wall, Clara turned around to see the Doctor slowly striding over to her. She backed away when he stared at the wall, a horribly empty and vacant glaze clouding his eyes.

The sound of crashing waves overcame Clara's senses and she was suddenly in a much darker version of that room, only the Doctor wasn't there. Instead, three people stood behind a blonde girl pounding on the wall. Clara strolled over to her and watched as the girl wept and sobbed even more violently than Donna, and thrashed her hand repeatedly against the wall.

"Take me back!" she shrieked madly. "Take me back!"

Her rosy cheeks were soaked with tears, and she wailed and screamed. "NO!"

Clara felt sick to her stomach as she watched the poor girl wallow in despair. Once again she was back in the bright room where the Doctor stood by the wall. He placed his hand against the white divider and leaned the side of his head on it.

She returned to the dark room where the blonde girl, still sobbing, gasped and pressed her ear against the wall like the Doctor had done. As if sensing him on the other side, she held her breath and waited in that tiny moment before she broke into another wave of tears as her hand dropped.

Clara reemerged in the Doctor's room and watched as his hand slid from the wall too and fell to his side. He turned away in a resolute endeavor and left the girl on the other side of the wall. Another fog of blackness overcame her and she appeared on a beach where the Doctor and the blonde girl were standing next to each other. Clara couldn't tell if this was before or after the previous events, but either way found herself apprehensive to the oncoming scene.

The blonde was weeping yet again, this time more so in grief rather than distress. "Am I ever going to see you again?" she choked.

With a painstaking face, the Doctor replied, "You can't."

"Then what are you going to do?" she muttered, shoving her hair out of her soaked eyes.

"Oh, I've got the TARDIS," the Doctor answered coolly. "Same old life, last of the Time Lords." He weakly smiled.

"On your own?" she asked him desolately.

He nodded.

"I—" she coughed and choked again. Trying to compose herself, she mustered enough strength to say, "I love you."

"Quite right to," he said, chuckling feebly. "And I suppose, if it's my last chance to say it," he paused, looking into her huge eyes, "Rose Tyler—"

And he vanished on the spot. Whisked away into thin air, leaving Rose Tyler alone on the beach. She buckled over and sputtered over cries of loss. Clara felt a lump in the back of her throat as she watched the young woman fall into a world of anguish yet again.

Another black wave swept Clara into the same TARDIS room, where the Doctor that had just been standing on the beach stared off at nothing with moist eyes as a tear trickled down his cheek. His mouth hung open with unspoken words.

The floor collapsed yet again as Clara came to land in a graveyard. Chipped grey headstones lined the grass in every direction surrounding the blue TARDIS parked in the middle of it all. In front of the TARDIS were Clara's Doctor and an older, beautiful woman with curly blonde hair that gravity had no control over. They were bickering about the TARDIS before entering the ship itself, while two other figures—a young redhead and a lanky bloke—stood over a certain tombstone.

Clara glanced back at the TARDIS before a horrible cry echoed behind her.

"DOCTOR!"

The Doctor and the blonde came running out as Clara whipped her head around to see a statue of an angel standing where the other guy had been before.

"Where the hell did that come from?" said the blonde woman.

The redhead asked the Doctor, "Where's Rory?"

The Doctor strolled forward cautiously to gaze at the same headstone the man had been looking at before disappearing. Clara rushed next to the Doctor and read the name on the tombstone. But it couldn't be the same Rory…

"I'm sorry, Amelia," the Doctor apologized gravely. "I'm so, so sorry."

Amelia refused to believe it was over just like that. They threw around the word 'paradox' before she asked about the tombstone.

"There's room for one more name, isn't there?"

"What are you talking about?" said the Doctor strictly, strolling towards her to drag her away from the statue. "We'll figure something out!" he tried reasoning.

Clara stood confused at the conversation for a moment. All the while, the Doctor was slowly shrinking down, a panicked expression overruling his face.

"I just have to blink, right?" Amy asked.

"NO!" the Doctor shrieked wildly at her.

Amy asked the blonde to hold her hand while the Doctor tried yelling at them both.

"Stop it! Just—just stop it!"

"You look after him," Amy said to her.

The Doctor began to plead. "You are creating fixed time. I will never be able to see you again!"

"I'll be fine. I'll be with him!" She began to shake and her mouth twisted into a grimace as she started crying.

"Amy, please," he begged, "Just come back into the TARDIS. Come along, Pond, please!"

Choking and sobbing, she sputtered out, "Raggedy man—" she turned her back on the statue and faced him—"Goodbye!"

The angel appeared behind her and grazed her shoulder, and Amelia Pond was gone. Bewildered, Clara looked back at the tombstone and saw, with a sickening horror, Amelia's name under her husband's. Chills fell down her back as the Doctor crumpled over and, his face buried in his hands, cried, "NO!"

The grass divided beneath Clara's feet and she was suddenly standing upon soft snow next to the TARDIS and the other Doctor yet again.

A strapping man said to him, "All those facts and figures I saw of the Doctor's life, you were never alone. All those bright and shining companions, but…not anymore?"

"No," the Doctor responded.

"Might I ask why not?"

"They leave," he explained, "because they should. Or they find someone else. And some of them…some of them…forget me."

Clara thought mostly of Donna, and how she didn't even recognize his face in the kitchen.

"I suppose in the end," he added, and after a long pause in which he stared distantly at the falling snow, finally said, "they break my heart."

The humming and buzzing of the TARDIS grew louder in Clara's ears as she slowly came back to the crystallized blue room in her own time. Her heart was pounding and her head ached. She wasn't surprised the back of her throat was sore with holding back tears through the experience. All those people, all of his friends…gone.

"Do you understand, Clara?" asked the wild woman standing next to her.

Clara regarded her with remorse.

"All the strays he picks up off the street and drags them in to an adventure of fun and danger and thrill…they all leave. They all leave him. He never shows it, but the lonely nights after losing a companion are the most abysmal nights he's ever experienced, in all of time and space. All he has left is me, and he's all I have. It's not that I'm jealous of his companions, nor am I envious. I despise you all in a way because it's always the same story. And every story ends."

"But the Doctor said you've never acted like you have towards me before," Clara stated.

"True, but that's another story for another time."

And with a brief wink, she disappeared as all the lights in the room shone a bit brighter. The Doctor suddenly burst through the door carrying a golf club, a colorful sweater, and a bobby pin.

Upon seeing Clara's questioning face, he merely shook his head and muttered, "Don't ask," before throwing all of it down by the door.

"So," he exclaimed, clapping his hands together, "what have I missed? Have you been getting along or should I separate you two?" He raised one eyebrow.

"No," said Clara, "everything's fine."