A/N: ignore the shitty summary and just put on closer by tegan and sara while you read this (that's also where the title came from. trust me, everything will be okay.

i just wanted to write a fem twelve and i had a lot of fun writing this so enjoy


It all happened with a whizz and a bang and suddenly the Doctor is in front of her and then he's on the ground and the TARDIS is materializing around them like a protective mother and the alien spaceship where an army was threatening them dissolved into the cool blue of the control room and Clara realized her best friend was dying on her lap.

And all he does is look up at her and tap the pad of his finger on her nose while he struggles to stand. "Hoped it wouldn't end this way, Oswald."

The word is, in a word, alarming. "End? Doctor, what do you mean… you're not ending."

He wobbles on his feet and looks down at his hands as something starts to happen. "Maybe I'm not ending. But this part of our life is, Clara."

She tried to grab at him, hold his hand like she knows helps the both of them. "Doctor… no…" She realized what was happening, perhaps a few moments too late. Would she have rather died (again) than have him take the shot for her only to leave her alone with a stranger?

Maybe.

She had seen all of him but it had never occurred to her that he could suddenly become someone she didn't know.

He wouldn't hold her hand and Clara stepped back in apprehension at the sight of him lighting up like a Christmas tree. It seemed to be coming from everywhere, all around them, under the TARDIS grates of the control room and yet at the same time it was from inside him. It had always been, like an egg waiting to crack. And oh, it had cracked. He looked at her one last time and she could tell he was in tears, in that wet way of his where he couldn't decide if he wanted her to know. "My impossible girl."

And he was gone, ignited, lit up like a torch and on fire. It burned her cheeks and Clara ducked, knocking into the railing as she grabbed onto it. The force of the blast shook the TARDIS and everything was green and then orange and then angry red. And almost as suddenly it was over.

She didn't want to look. She could hear a stranger breathing just a few feet away, a stranger with different lungs and different breath and a different throat and a different mouth and different lips. A stranger whose life she had never saved. But she knew, maybe better than most, that it was still her Doctor.

That didn't mean that she wasn't just a little startled to see, when she finally peeked out from the crook of her shielding arm, that a thin blonde woman had fallen back against the railing opposite her own and that the thin blonde woman was wearing the Doctor's purple suit coat and his vest and his fob watch and his tidy black pants and his boots. And that this thin blonde woman was the Doctor.

And the thin blonde woman, who was the Doctor, let out a mildly surprised "Well, this is rather new."

Clara stared. If her boots hadn't been so high, the woman's bare ankles would be peeking out from under the hem of her pants. The Doctor moved her hands along her thighs as if taking inventory and then examined her hands themselves, front and back. She had long slender fingers and her knuckles no longer knobbed about under her skin but rather formed dragon-scale ridges, accenting each finger at its base. The suit no longer fit her cleanly, like it had fit its previous inhabitant in a way that made Clara's eyes linger, but rather hung off of her. Her chest didn't protrude enough to fill out the vest and the top bagged a little, the shoulders gaping. The jacket was too square for her now rounded shoulders and she shed it in an effort to get a good look at her new frame.

Clara, shell-shocked and still very much alarmed at everything the past five minutes had presented, continued to stare.

"It's not too bad, I don't think." The Doctor put her hands to her chest then her stomach then around to feel the swell of her new bum. "No no no, I've had much worse. Much much worse." Clara watched, wide eyed, as the Doctor leapt forward and yanked a screen towards herself, angling it as to catch her own reflection. A slender hand went up and ran through the new hair, gold and light and fluffy. And short, very short. "I'm a blonde!" She turned to Clara, startled. "I haven't been a blonde in ages!"

The Doctor looked at Clara with a hand clutching a fistful of hair. The front of the cut curled down around her jaw and swept up shorter in the back. And there was a curl to it, a wide and tendril-like curl. Not tight and thin like that woman in the graveyard who had told her not to jump even though she knew she would. The Doctor was still tugging at her hair when she seemed to register Clara's complete and utter inability to process what was happening. Clara was still sitting on the floor, her hand wrapped around the railing like they were on a plummeting elevator. Unlike the tumultuous events inside her control room, the TARDIS had continued sweeping them up and away from the danger that already seemed like it was in the distant past.

Right now, Clara had several more important things to worry about than almost being murdered by a member of the shadow government of Halcya.

The Doctor was standing in front of her, still wearing the baggy shirt and vest and pants meant for another man that she would no longer be. "Clara, it's me."

"I know," but she still didn't move. The Doctor bent down, setting her knees on the metal grate beside Clara instead of squatting, and shifted her weight back on her feet.

"Are you scared of me now?" A thin hand reached out for Clara's shoulder and for the first time she felt the weight of this new body on her own. This body that had rearranged, like an infinite puzzle, to form yet another combination of cells and atoms and molecules. The same ingredients, in a different order. Clara finally looked up and when she met the Doctor's new eyes, they were gray. The Doctor smiled. "Hi."

Hesitantly, Clara's hand reached out, smaller and rounder than the hand that was still holding her shoulder protectively. The pads of her fingers touched skin, the Doctor's skin. New skin (iced and smooth) and new cheekbones (amazing high and angled) and new chin (smaller and cuter and pointed). New Doctor. The Doctor didn't move but let Clara's fingers trace over her new features, down the bridge of her nose and around the bow of her chin. Her fingers skirted pink pouted lips nervously. This was all rather new.

"Clara remember when we spent four and a half weeks on that submarine when I lost the TARDIS? Remember the beginning and the end of the world and all the photographs I took to save Hila Tacorian? Remember the day we went to Trenzalore?" Suddenly her hand was taking Clara's, her lips were kissing the back of her knuckles. Clara let her. "I'm still me. I remember all of that I'm just.." The Doctor sat up and looked down at herself, tugging the vest down so it didn't gape at the shoulders. "I'm quite different, aren't I?"

It was odd.

Clara spent a few days skirting the perimeters of the TARDIS, checking halls twice or three times before scurrying along to her bedroom from the library or the kitchen. The new Doctor strode the halls, stroked knobs and levers on the control panel and whispered to her TARDIS as they got reacquainted with each other. Clara wasn't sure but she was almost certain she heard the Doctor having a one-sided argument in which she seemed to try to be explaining to the TARDIS (or maybe to herself) how this had happened.

All in all though, she seemed to be taking it rather well. Well enough to stride into the control room one morning, when Clara had been sneaking a look at some of the screens and trying to coax the TARDIS into letting her into some databases that could explain regeneration, with a new outfit.

Honestly, Clara had never had a clue as to where the clothes the Doctor wore came from.

What the Doctor had swept into the control room wearing, a finalization that the man Clara had met had finally been filed away in a drawer marked "past", was this: one beige trench coat (fitted around the waist with large flat lapels and a full skirt that flared and twisted around her with each sudden movement when she turned, held in place by a sash round her middle), one sheer-looking black top that had a floppy bow tied loosely around her neck (peeking around from under the beige trench and getting caught on the buttons), a pair of outrageously striped pink and white shorts that ended mid-thigh and began around her waist, curving over her hips and hugging her new bum) and one pair of laced-up brown boots folded at the ankle (well-loved and not new-looking, Clara wondered where they had come from). And of course, a gold watch shook around her wrist and made Clara feel at least a little bit more familiar with the new person she felt entirely a stranger to.

"What do you think?"

Clara quickly pushed the screen back in and it filled with circles, Gallifreyan as he had taught her, that seemed to be the screensaver. She looked around the tube of the center console bashfully and took in the outfit she had already begun examining in her periphery. She didn't know what it was, but this new Doctor made her….

Shy.

"You look—" The Doctor's expression softened in genuine anticipation and Clara's chest tightened. Something had changed, surely, but what was it? It was hard to set a finger on and adjusting to the new atmosphere between them didn't make it any easier. "You look really amazing, Doctor." And it was true.

The Doctor shook out her hair as if she had known all along and flounced up the steps to the console in two strides. "I know you're still not used to me, Clara." She took another step closer, and turned. The coat flared out at the hips with inertia. The Doctor was still taller than her, that was obvious, but her frame was gentler now, boney but still comforting. And she could still feel that it was the same person, yes she could feel it.

"It's not that, I…" Clara stopped, turning to the console and glancing out of the corner of her eye as the Doctor leaned sideways against the controls, her hand on a pulled down lever. When she cocked her head, her short blonde hair swung loosely and perpendicular to the floor. Clara looked deeply at the controls. "I saw all those faces and I saved you all those times. And you saved me. But now—" She shook her head. It was complicated. "I know you're the same, of course I know that. But you and I both know you're not at the same time."

Clara was surprised (and then again not, why was that?) when she felt a hand on her arm. There was a pause that the TARDIS punctuated with a hum before the Doctor spoke. "Let's put the TARDIS on random and go on an adventure. I'll let you press the button, eh?"

It seemed, as the Doctor had tried to explain to Clara as they were being chased down a mostly metal and silk corridor on Space Pleasure Boat 8, that the regeneration energy could have a variety of effects. It was mostly infinite, in the way Clara was trying to understand it. An infinite number of combinations that could create an infinite number of Time Lords, regenerating on and on forever. When the Time Lords reigned and Gallifrey burned orange day and night, they limited their lives like cats (the Doctor's words, a metaphor described to Clara who then got the impression that she was implying cats could regenerate but "of course not, not all of them"). Maybe something had gone wibbly with the time vortex, the source of the Time Lord's power and will and energy. Or maybe (more likely) it was just random. And just as it could infinitely produce regenerations, it could infinitely cause side effects.

"Once," the Doctor huffed as they lept over a loose grate in the basement of Space Pleasure Boat 8, their boots clanging on the metal floor, "I spent an entire night after a regeneration being cooked for by Scottish seven-year-old in her aunt's kitchen. Couldn't decide what my new mouth liked! Clever sort of girl." When she whipped her head around to check up on the steadily gaining security guard, a strand of the Doctor's hair got stuck to her lip. They paused and Clara had to stop herself from reaching up to set the strand back into place herself (ultimately an excuse to touch that new face again). The Doctor blew a puff of air out of the corner of that round pink mouth of hers to more or less set the wisp back into place. She didn't notice Clara's eyes lingering. "But another time I just needed a good nap and a cup of tea."

"So what are we doing no-OW!" And they were off and running again, the Doctor taking her hand for the first time since she changed, since she was new. This new hand in hers belonged to her old friend, the one she had known many many times. Getting to know each other again. She could admit: it was a little bit special.

A door slid into place behind them, trapping the security guard on the other side. When Clara turned, there was the TARDIS. The Doctor already had the door open, grinning at her in this new cheeky (flirty?) way. "I think this regeneration has been pent up for a while."

And they certainly were giving that energy a run (literally) for its money. They ran down corridors and through narrow streets paved with stone baked in an alien sun and towards temples and away from ticking bombs. They ran, more running than Clara had done every Wednesday with that man she had met on her doorstep.

The Doctor never seemed to want to stop. The running that is. Her hair would stick up, pushed back from the wind in their faces as they ran (sometimes hand in hand) and Clara, after she got the courage, would stand on her tip toes in the console room and gently arrange it back. And the Doctor would smile down at her and they would pause for a moment, eyes locked, before a lever was thrown and they were off again.

It took a few more days until Clara was inclined to think something was wrong.

It was like a fever, making the Doctor sweaty and manic and running always running, throwing levers and darting around the controls as Clara tried to help her fly in her very unhelpful way. Clara could see her shaking when they stood next to each other, she could feel it when they touched, when they grabbed, when they jostled. The fire that had consumed her like a phoenix and melted her into this wiry woman, it was burning her up.

Clara tried the library. She tried the console screens. But it was all in circular Gallifreyan, ticking circles within more ticking circles that wound around each other and refused to translate in their native technology.

A bad reaction to her own regeneration energy? Was that possible? Maybe, answered the ticking circles that Clara couldn't understand.

But it wasn't until the Doctor, the wiry blonde female Doctor, kissed her that Clara became very much alarmed. And also some other feelings too.

It was in the dark, in the quiet alleyway of a deserted freight ship that had become infested with stardust mites, a rather serious infestation according to the Doctor. Clara was pressed up against a stack of cargo blocks that reached miles above her head. The Doctor was doing the same, about a foot across from her. One of the pirates that had taken the ship hostage ran past their narrow alley but didn't look twice. Clara let out a breath and finally let her chest relax, aching from the running. She was bent over, hands on knees when she realized the Doctor was staring at her. It was dark, yes, but when she looked up Clara knew she could make out those gray eyes, gilded stone.

There wasn't a moment before the Doctor's mouth was pressed to hers and the air Clara had managed to gather in her lungs left her chest. She sunk into her.

When the Doctor pulled away, Clara's lips were burning. And the Doctor looked afraid.

Later that night, after the stardust mite infestation had been taken care of (a hilarious misunderstanding, really), the Doctor showed up at Clara's bedroom door.

"I'm sorry," she blurted as soon as Clara had the door open and was standing before the taller blonde woman with wet hair in her matching pink and yellow pajama set. The pajama set had been a gift from the Doctor, the previous one, and the shower had been necessary after all the running.

"It's fine," Clara ruffled her hair awkwardly and the Doctor snapped and rubbed her fingers together so anxiously that Clara added (to her surprise as much as the Doctor's), "don't be sorry." The words seemed to settle on the Doctor's shoulders, now shed of the trench, but she didn't look any less worried. There was a silence and Clara finally asked. "Doctor, what's happening?"

She seemed to anticipate the question, having known it was coming all along. "The regeneration energy, I'm not sure…" She looked down at her hands as if to see them on fire like they had been just a week ago. The next sentence was almost to herself rather than Clara. "I don't know what's happening."

"I tried to… well, I tried to ask the TARDIS." Clara scratched her cheek and attempted nonchalance. The Doctor's eyes left her own hands to look up into Clara's face. Her expression was hard to describe in such a quintessentially Doctor way and it made Clara's stomach warm. But there was something she could identify, something that was always hard to find in the Doctor: fear. She truly didn't know what was happening, her own biology betraying her. Do Time Lords get sick? Were there actual Time Lord doctors? Could the Doctor doctor herself?

"But you couldn't read the Gallifreyan, could you?" Clara shook her head in reply and the Doctor sighed, her shoulders drooping. "It's all pretty unhelpful, anyways. The information I have is ancient and the authors are dead." Her mouth pursed and crooked to the side. "I'm the only one in the universe that can figure it out."

Clara disagreed with that. She hadn't leapt into her best friend's (boyfriend's?) time stream to save his life a million times over only to have this woman, who was now the Doctor, stand in front of her and lament about being the last of her kind. No, ma'am.

She was done with being careful. She was all in, one hundred percent, new Doctor and all. She decided right then and there. And because she had still been thinking about it (for scientific reasons, of course), she plucked out "Well, that kiss seemed to help. At least a little."

That got her attention. The Doctor's eyes snapped up and Clara saw a flush in her cheeks that made her own stomach do a thing or two. Some very dizzy things. "Clara, I am so sorry. Of course it was totally inappropriate, especially that I'm now… you know. And I have no idea if you even—"

This time Clara was the one who kissed.

Her arms wrapped around the new smooth porcelain neck of the woman in front of her and once again she felt the sting of the Doctor's fever. Hands grabbed Clara's waist firmly and in a moment they were stumbling back, into the room. The Doctor's leg stepped between Clara's and for a moment she thought the woman would pick her up. To her surprise, there was no clumsiness. Before she knew what was happening, Clara was being pressed into the wall like they had done this a dozen times. She was enjoying the feel of the Doctor's tongue sliding against hers (because who doesn't enjoy a little kissing?) before she was suddenly cold. The Doctor's enflamed body moved away from hers and Clara slid down the wall a little. She swallowed, trying to regain composure but the kiss had felt like she had just downed a flaming shot of liquor and hot sauce and she could still feel it in the pit of her stomach. It radiated in her thighs and she was sure her lips were swollen. When she pressed her fingers to her mouth almost out of habit, the Doctor looked alarmed from where she had stepped back a few paces.

"God, I am so sorry Clara—"

"I was the one who kissed you, Doctor."

"I know but I—" This realization seemed to wash over her and the Doctor pointed a finger first at Clara and then at her own chest. "You kissed me."

"I know, I was there." Her fingers, three of them, were still pressed to her lips and she could see the Doctor was panting slightly. "Look, I can tell there's something wrong, Doctor. Is there anyone…" Clara's sentence trailed off because it was starting to become clear that the Doctor's thoughts were elsewhere. Her head had tilted down and her brow was furrowed in deep concentration, almost completely obscured by blonde ringlets that threatened to fall completely into her eyes. Her hands weren't rubbing together but rather separate entities, snapping and clicking their fingers against one another.

When she exclaimed, Clara jumped. "The DNA bit errors just have to adjust to the estrogen! My cells rearranged and the chemistry changed, of course, but they've been pumped with testosterone for a millennium and a half! The bit errors just need to catch up! That's why all the—" Here she made a few motions: her hands waved back and forth in the space between her chest and Clara's, then she made a circular motion first over her groin and then her chest. Clara could only imagine what that meant for what the Doctor had been experiencing alone, somewhere in her room on the TARDIS. "It's metaphysical!"

Clara took a show breath and pressed her fingers to her temples. "So are you telling me that… your body is going through puberty?"

When she opened her eyes, the Doctor was grinning and she chirped out a pleasant and excited "Kind of!"

"I've been kissing a pubescent Time Lord!" Clara threw her hands up and collapsed against the wall, unsure whether the situation was completely hilarious or utterly insane. As usual it was probably both.

"Time Lady," the Doctor corrected and tugged on her shirt before adjusting her breasts uncomfortably. Clara was chewing her thumbnail.

"If you can get your… levels, or whatever, aligned then maybe this fever thing will stop then?"

"Theoretically, yes."

"So, the… kissing. It's just kind of like you're a hormonal teenager?"

The Doctor huffed but she didn't dispute it, lifting her shoulders before furrowing her brow. "Clara, I don't want you to think it's all purely hormones…" For the first time since she had broken away, the Doctor took a step forward. Clara, backed into the wall, felt something in her chest tighten, as if the Doctor had put a pintuck in her heart. "My cells rearrange, my brain rearranges… but not all of it." She looked down at her feet with what could interpreted as bashfulness. Bashful new Doctor. "Before I was this… maybe I wouldn't have even told you when I was a different man but now I'm me and I don't think I can stop myself from saying that I had, that I have, feelings for you Clara. Very real feelings that, yes, are being quite elevated in the wake of all this pent of regeneration energy, but they're still real." She turned away, rubbing the back of her neck. "This is complicated."

"It doesn't have to be," Clara's words gave the Doctor pause and they both held very still for the next few moments. "I want to help you."

"Clara…" Her voice shook with hesitation and Clara new she was breaching some very real and very new territory. But five minutes ago she had been making out with a very female Doctor up against a wall, so she was pretty through with hesitation at the moment.

"I'll help you and we'll figure it out, okay? You can't go on like this, you're burning up. It can't feel all that great." She saw the Doctor's eyes flicker to her for a moment and knew she had hit a nerve. She clapped her hands together in finality after a few moments of silence passed. "Then it's decided." Clara smiled, trying to coax a smile out of a clearly nervous Doctor. "So should we start—"

"No!" The Doctor blinked in alarm then began to stammer when she realized the suddenness of her answer. "I mean, it's not that I don't want to… with you. Try things, I mean. It's all very new and I'm still adjusting and it's so complex, like you open one door and find another—"

"Oh my god!" Clara was laughing, hard and holding her stomach, doubled over. The thought of the Doctor exploring was too overwhelmingly hilarious. Flustered, and trying not to laugh herself, the Doctor continued.

"But I don't want to just… begin. I'd like to—" She cleared her throat and Clara was straightening up, her face flushed with laughter and her eyes bright and focused on the Doctor. "I'd like to take you on a date. If that's okay."

Clara hadn't been expecting that. "A date?"

"I mean, I know we've been on dates but you haven't been on a date with me—"

"Those were dates?" She was only half teasing because of course they were dates, but it wasn't like they ever said they were dates (though they planned them as precisely as if they were). But the Doctor looked almost hurt.

"Of course they were dates!" She grumbled under her breath. "Such a thick head he could never admit it to himself."

Clara swallowed a smile and nodded. "Okay, we can go on a date. A real one."

They shook on it, the Doctor's hand awkwardly jutting out in a rather platonic way but when Clara took it, she could still feel that pubescent fever on her. A fever that promised more kisses like the one they had shared against the wall of Clara's round bedroom.

Sure enough as Clara was finishing brushing her teeth before bed, she turned to see the Doctor (who she had waved goodbye to at the door like a prom date) in her bathroom doorway. And then kissed again, Clara getting lifted up into the sink, the Doctor accidentally turning on the tap and soaking her pajama bottoms in the process as they giggled and pressed against each other's mouths. It felt like everything magical and wonderful and new and Clara fell asleep smiling and pajama-pants-less.

The Doctor took her to see the ice flowers of Ribos. They rode a gondola along the river and wore fur coats that the Doctor had found in one of the boxes hidden under the floor of the console room. The Doctor talked constantly of Ribos and it's 32-year-lond seasons from the moment she arrived at Clara's door until her voice trailed off distantly as they came upon a bend in the river. Flat plainsland swept out across the frosted planet and Clara's breath caught at the sight of a blue sunset casting shadows over the hills in the distance. Under the warmth of their coats, the Doctor took her hand. Their fingers intertwined and stayed locked within each other as they leaned together under the blue Ribos sun, surrounded by unbearablely delicate crystal flowers that floated by and a silence fell over them. For the Doctor, it was an awe. For Clara, it was utter happiness.

For dessert they ate hot syruped and gooey pastries, puffy and light and flavored with fruits Clara had never heard of as they looked out over the frozen ocean.

By the time they made it back to the TARDIS, the Doctor's steady fever seemed to have passed to Clara. They both managed to tug each other back to their small blue box and when the door closed, they were grabbing at each other. The Doctor seemed unsure, her hands ghosting over the top of Clara's chest and then settling on her hips before trying again and moving to her coat. Clara, past hesitation, pushed the Doctor's coat off her immediately and took her hand, practically stomping towards her bedroom.

She was shrugging out of her coat and her tights in front of the bed before the Doctor could say "So, should we?"

Her tights were around her ankles and being tugged off as she balanced on one foot when Clara looked up to see the lanky blonde woman, bouncing on her feet nervously, but not nervously enough to not be staring at Clara's bare legs. Clara pushed her hair off her shoulders and paused, her hands drifting towards the zip of her dress. "Are you…?"

The Doctor blinked at her and seemed not to understand for a moment. "Am I… oh! Yes, yes of course, let's…" She trailed off and cleared her throat before nodding once that seemed like her official stamp on the entire situation. Then she began to peel off her clothes. The trench that had been snuggled under her fur coat fell to the floor, followed by the unbuttoning of striped shorts which she tried to step out of without getting her boots off first. The Doctor was stomping and trying to free her feet by the time Clara was down to her panties and bra and simply watching this woman attempt at stripping out of her clothes much like a newborn colt. Clara was laughing before she even meant to.

"You're hopeless."

The Doctor glared at her and finally managed to kick off the shorts. "Well you're not being very helpful!"

Clara gave her a sweet smile and took two small steps. Her lips kissed the corner of the Doctor's mouth to make her stand still and she knelt down, gently untying the laces of her brown boots. She tugged each off a pale foot, one by one, and left her socks on. Clara kissed the inside of her calf muscle as she set the boots aside and looked up to see the Doctor watching her. Her eyes had glazed over and she could tell that everything had gone soft around the edges, that familiar expression of complete fear and complete curiosity. Clara straightened up with a gently smile and slipped her hands under the Doctor's shirt, lifting it up. "That's better."

The Doctor's elbows shifted, bare and round and smooth and her hands slid over her own stomach, frowning as if still getting to know herself. "So can I… kiss you?"

Clara let out a shy giggle and her head ducked down. It was so charming, the Doctor's new uncertainty. Clara simple nodded in reply and the Doctor reached out, cupping her face in both hands and bending down over her, kissing her gently. It still felt like hot sauce, sticky and burnt, but this time it was something else. It wasn't necessary as the others had been, but calm and tender and yearning (Clara usually hated that word) and it made her reach up under the Doctor's arms and grab onto her shoulders. She hooked her hands there like they were meant to do it and the kiss deepened.

With a trip, Clara was stumbling backwards and the Doctor expertly caught her like she had done it a dozen times. Her arm wrapped around Clara's thin waist and they sunk down together, not clumsy and heavy but determined. They were still in their underwear and Clara could tell the Doctor was eager to get rid of this problem. Her hand was fumbling across her back and Clara realized she didn't know how to find the hook of her bra. She pulled away from the kiss for a moment and shifted so the Doctor fell in beside her and sat up. The Doctor watched as Clara unhooked her bra and set it aside gently before it was the Doctor's turn.

Clara slid her bra down her arms slowly. The Doctor fell back once freed and shifted awkwardly, looking down at her own breasts as if making sure they looked alright. Eyes flitted across Clara's own chest for a moment as Clara watched and a soft smile broke over her face. When she leaned over to kiss her again, her hair fell in a thin brown curtain and enveloped their faces. It tied them together, pulling Clara in and on top of and she fell between the Doctor's legs without even thinking. She set her hands on the Doctor's shoulders gently but firmly as if to stay stay put and found her clavicle with her lips. When she kissed gently, the Doctor jolted and let out the most beautiful sound Clara had ever heard. A moan, almost a whimper, soft and sweet and needing and it was all the encouragement Clara required to move her lips down to her breasts.

The moment her tongue glided up over the slope of the inside of the Doctor's breast, a few things happened all at once and very suddenly: the Doctor let out another beautifully broken moan (one that Clara only ever wanted to hear from this point on forever), her hand slid into Clara's hair and tugged, the hair tug causing Clara to moan herself and the Doctor's thighs parted more, causing an explicable and unexpected meeting of their groins. Clara moved up just so and the Doctor's hips moved down and the feeling ignited through their cores and the Doctor was writhing under her as Clara panted hotly against her breast, licking and sucking until she could hear the Doctor mumbling.

Under her breath was an incantation that Clara couldn't quite make out until she managed to hold her breath and hear a steady stream, the same word over and over: "Please, please, please, please."

Clara fumbled a little, struggling to slip her hand between their bodies now that a thin layer of sweat was fastening them together. She strained her wrist and twisted, managing to cup the Doctor's groin over her panties (high-waisted and paneled and looking very much like Clara would have to take them shopping for more suitable attire and from a modern century), her other hand reaching to palm her other breast. The motions seemed to make all the air leave her chest and Clara glanced up to see the Doctor's eyes tightly screwed shut and her brow furrowed in deep concentration. Under her hand between her legs, Clara could tell she was thoroughly enjoying it.

Making sure the Doctor's eyes were still closed, her mouth left her nipple with a pop and she slowly shifting down the length of her torso, pinching her other nipple as she did so. To Clara's surprise, the Doctor's hand reached up and laid itself over hers, kneading and pressing and squeezing with her. Clara let her and kissed her navel, nuzzling her stomach with her nose before her free hand slid over her hip and hooked into her panties. Her other hand slipped out from under the Doctor's and together, they slowly worked them down, inch by inch and when she looked up, the Doctor was watching her with eyes as wide as teacup saucers. Clara kissed her hip tenderly and pulled her panties past her feet, tossing them aside before she was surprised to feel the Doctor's hand reaching for her own. A thigh settled on Clara's shoulder and they locked eyes for a moment. Clara didn't look away as she bent down, licking a hot stripe up her slit.

The Doctor's hips bucked and she heard a broken sob of a moan escape her lips but Clara didn't pull away. She splayed a hand over her hip and gripped, still holding her the Doctor's hand in hers as she lapped at her, sighing and whimpering herself. The room filled with the Doctor's desperate and heavy breaths, her ohs and her aah, yes's and Clara's name, tumbling out of her mouth like pebbles in a stream as her hips canted in time with Clara's tongue. Clara found her clit easily, swollen now, and felt the heat of her thighs press against her cheeks as her lips wrapped around it and sucked noisily. The Doctor's hand threaded into her hair again and gripped powerfully as she held her head between her legs. Clara's fingers deftly sheathed themselves deep into the Doctor's core and curled, immediately finding that spot inside her. Clara could feel it before she heard a choked "o-oh…" and the Doctor came. Hard.

Clara felt her thighs twitch against the heated skin of her cheeks and the tug she gave to the hair in her fist was almost painful but elicited a moan out of Clara's mouth and against the Doctor's hot entrance all the same. She licked at her slowly as she felt her slump and shiver, laying her tongue flat against her lazily. When her eyes looked up to see the Doctor's face, her expression was heavy and her hand still grasped her own breast almost as if she had forgotten about it. Clara sat up slightly and wiped the back of her hand over her chin before licking her lips and she let out a moan under her breath. The sound made the Doctor focus slightly and Clara saw her eyes finally see her face and she moved over her, setting a hand beside her head and using the other to maneuver out of her panties. Her eyes never left the Doctor's and she saw the cloudy look in her eyes clear a little, becoming more present as the heaving in her chest started to stagger.

A hand grabbed her hip. "Woah."

And Clara nodded with a smile, pulling her hair over one shoulder and tossing her panties aside. "I know, right?"

She kissed her again, cupping her cheek and the Doctor's arms wrapped completely around her waist. They pressed together, sticking and sliding with sweat at the slickness that was coating the inside of the Doctor's thighs. Clara exhaled and when they shifted, she was straddling a muscular thigh. She pressed down and her own thigh met with the Doctor's center and slid. The friction made the Doctor's back arch and she gasped, teeth tugging her lip as she glanced down to see what was happening. Clara grinded her own hips down as she watched her expression change and twist with realization and finally the Doctor let out a shudder and melted. Her hands found Clara's hips and she started moving with her. She lifted her own thigh slightly and made Clara gasp, her hand clutching the comforter with desperation and a feverishness that started where the Doctor's thigh met her groin and grew up her spine until it exploded behind her eyes.

She bent over as they twisted against each other for friction and she heard the Doctor's voice, her head bent into the crook of Clara's neck as her nails dug into her sides: "You've done this—" she breathed out, hot against her skin, "before."

And her mouth wrapped itself around Clara's nipple. Clara' back arched in response and she sat up slightly, which pressed herself even more into the Doctor's thigh and she could tell the angle put more pressure on the Doctor as well. They rocked together, Clara moaning out with abandon as the Doctor's own moans vibrated against her breast. With a shudder of overstimulation Clara started to come, squeezing her eyes shut tight. "Doctor…" And she could feel the Doctor tumble after her, coming against her thigh.

Clara was still bent over her, trying to gather herself when she felt a hand between her legs. Her first instinct made her grab the Doctor by the wrist and she croaked out, "What—" but there were long fingers against her clit before she could finish her thought (not that she knew where it was going anyways) and her sentence became and overstimulated gasp of "ohdeargodDoctoryes."

She pressed a hand to the Doctor's shoulder and sat up slightly and the Doctor came with her, her lips never leaving her breast as Clara fell into her lap and caught herself as she almost fell backward. Her hips were moving against her fingers and she bit her lip, glancing down before realizing the Doctor's fingers were sliding into her, two of them, and pressing in deep. Clara almost let out a scream and tightened before her hips moved up and the Doctor was pressing into her spot. Her arm wrapped around her neck and held her to her breast as the other reached back and steadied herself. And she began to ride her fingers.

Before she knew it, there was a third finger and a hot mouth on her other breast and Clara's head tilted back with a moan and she was shuddering all over again. "Doctor… Doctor…" And when her head tilted up again, the Doctor's mouth was there to meet her and she was thrusting between Clara's legs hard as she began to come again.

Their lips were swollen as they fell back, panting and sticky. The Doctor's head was resting on Clara's arm and their legs were tangled together, two sets of eyes on the ceiling as Clara tried desperately to catch her breath.

The Doctor spoke first. "Is it always…?"

"Like that?" Clara turned to look over and saw the Doctor's brow furrowed as if she couldn't figure out how she had been missing out on that for a millennia. "Not always. That was pretty damn impressive."

And somehow the Doctor's nose wrinkled impossibly and she giggled, giggled, and threw her arms around Clara, kissing all over her face. "Can we do it again?"