Disclaimer: I don't own either of these characters, as they belong to the BBC and Steven Moffat.

Author's Note: Rated for the smut, which will appear later. Written on a dare by my sister a long time ago, this was originally for Ten and Rose. Couldn't resist turning it into Whouffle. ;)

"'Can't miss the Festival of Lights,' he said. 'Once in a lifetime experience, he said.'" Sighing loudly in frustration, Clara crouched lower behind their make-shift barrier, grateful for her small stature. "Isn't there some intergalactic news bulletin thing you can check so we don't keep doing this?"

The Doctor was fussing over his sonic screwdriver. "Well, how was I to know they were in the midst of an interstellar war? The Antipoi have *never* had any military campaigns – their attention spans were always too short!" He tried raising his head to test their safety and was rewarded with a streak of laser gunfire past his right ear. Quickly rejoining Clara, he considered. "Good to know they've made real evolutionary progress, I suppose."

"Yes. Absolutely – lovely for them. Remind me to congratulate them if they don't fry us with their lasers."

Sonic pocketed for its temporary uselessness, he wrung his hands. "Should have helped with their population, at least. You know they actually had problems with that in the past because of their short–"



"As much as I'd love to hear about the reproductive history of the alien race that's currently trying to kill us, I'd be far more keen to listen when we're *not* target practise."

The Doctor made some weak defensive gesture on the Antipoi's behalf. "But that's what happens when you have a short attention span – you forget who your friends and enemies are."

"And if you remind them, they just forget again anyway," she quipped, mostly to herself. Clara scanned the landscape, spotting an oblong rock ten feet to their left. "Was that there before?"

The Doctor craned his head, squinting. "That looks familiar, actually…"

She whipped her head around to size up the distance. "I'm going to make a run for it." And with that, she dived towards the rock, narrowly missing a firestorm of lasers.

"No – Clara!" The Doctor's alarm propelled him to join her, momentarily forgetting his own safety.

She was on her knees, fingertips brushing the surface, her brow creased in concentration. "Wait a minute – this isn't just some rock. Doctor – there's a door!" Pulling at the latch, she peeked into the blackness inside, smiling triumphantly.

The Doctor frowned, giving the rock-shaped container a once-over with his sonic before peering into the space inside. "No other life forms detected; no poisonous gasses inside."

Clara raised her eyebrows. "Can't get any better than that." Clutching the door jamb, she swung her legs into it.

The Doctor was unexpectedly apprehensive. "Wait – Clara – there's something about this – something important…." He tapped his fingers at his head, willing the gears of his enormous brain to obey. "Erm…whatisitwhatisitwhatisit?" He studied the oblong container. It certainly looked big enough for the two of them, stretching at least three metres on each side, its texture an ochre color that blended in well with their dusty surroundings. They'd be well-hidden; he couldn't argue with that.

Clara echoed his tapping fingers on the door jamb as she impatiently waited for him. Just then, another flurry of laser fire exploded right next to them, prompting Clara to pull on the Doctor's jacket lapels in haste. "Still need convincing?"

"Not really, no."

And with that she slid her legs into the container, pulling the Doctor in with her as the door slammed behind them.

Clara was surprised to discover that the passage narrowed so she had to remain on her back. Grimacing in discomfort, she shimmied her shoulders, then her hips through, scrambling to push herself along so the Doctor could follow.

The next few seconds were a confusion of long limbs with pointy ends connecting in the wrong places, peppered with exclamations of pain and hissed apologies sounding from between clenched teeth.

"Can't you move back?" rasped the Doctor as he found himself unable to move off of Clara, lying supine on her back.

"Well, I could if you'd move off of me," her reply was somewhat terse as she tried and failed to right herself.

The Doctor tried as well, but didn't get very far. His head connected with the top of the container with a loud thwack, eliciting another "oof." "No room above me; no room behind you. Uh…what about the sides -is there any room there?" He dug in his pocket for the screwdriver, which was more difficult given that he had to support himself with one arm to keep from crushing Clara.

Clara in her own right was doing her best to disentangle herself from the Doctor's long limbs, sweeping her arms out to either side to find some room - *any* room to avoid this increasingly compromising position. But her hands found only the metal-ish substance of their container, enclosed round them like a cocoon. "*How* is this possible? This thing was at least a few metres across – did the walls get closer?" She banged on them to emphasize her point.

"Ohhhh dear…" The greenish light coming off the sonic lit up his features in odd ways. "Oh dear, oh dear." He swung the sonic in an arc, fiddling with the setting before taking its reading. Seeming to all of a sudden remember that Clara was right underneath him, he directed his attention towards her. "Remember how you said I could tell you about the reproductive history of the Antipoi once we were safe from harm?"


"Well…" He laughed weakly in that way that signaled he was about to say something she wouldn't like hearing. "You're about to become part of the history lesson. This is the way they solved their population problem: the Antipoi breeding pod."

Visions of the many-tentacled Antipoi and their webbed, spindly fingers danced in her head. "A breeding pod? That's what they did then – captured other races to expand their population?" She tried not to sound too alarmed.

"No, no, no, no!" The Doctor responded as though Clara had spoken sacrilege. "They don't want to breed with us – it's for them! A pod designed to capture two unsuspecting creatures and not let them out until they breed. It was the perfect solution for the population problem – as you can imagine, creatures that have a rather short attention span would." The Doctor still managed to exude his excitement at other alien minds. "It disguises itself – much like the TARDIS, or - ….at least the way she used to – by becoming an object that blends in with the surroundings. "

Clara continued to focus her attention on the Doctor's rambling narrative so that she would *not* notice how he was lying on top of her, with his face mere inches from hers, even if it was turned away. She commended herself for keeping her voice interested-sounding and steady. "But the Antipoi are at least ten feet high – how could they even fit in here?"

"Different object, different size. Ooh – and do you want to know the *best* part?" He gave her a daft grin like an excited schoolboy.

Clara had to suppress a chuckle at his exuberance. "It makes chips if you get peckish?"

The Doctor frowned. "Antipoi don't eat chips – though their soil would be fertile enough for potatoes, I suppose. But the best part is – the pod adapts!"

"It does what?!"

"It adapts to the creatures it captures!" This time he used the sonic to indicate their surroundings. "It's already determined we are two humanoid creatures and has probably calculated the best way to make us –" He stopped in the midst of his babbling, slowly redirecting his attention towards her.