Author's Note: I can't bring myself to write about HOW the Doctor will regenerate, mainly because I can't imagine the Doctor, –my Doctor- leaving, but this moment, the moment where he actually changes has been floating around in my head for the past week or so, so I figured that I needed to write it down. Hope you enjoy. Please leave a review!

FALL OF THE ELEVENTH,

RISE OF THE TWELFTH

Though the battle had been tough, he had saved the universe again. He had even answered all the questions that had plagued him since his last regeneration. The cracks, the silence, the great intelligence and his whispermen; all the pieces that had been plaguing the Doctor had come together to form a frightening picture. With Clara by his side, he had managed to bring an end to them all, but this time, it had cost him.

Clara still remembered her thousand lives throughout the Doctor's time stream. She knew what would happen if the Doctor was irrevocably hurt.

He would change— regenerate— the blessing and curse of being a Time Lord. She had watched him go through it nine times before (the only time she hadn't seen was the regeneration into the man who had broken the promise and the one from him to his ninth incarnation) but this time seemed to be more frightening, for the both of him.

"Clara?" he asked, reaching out in pain and fear.

"I'm here." She assured him, as she took his hand.

They were aboard the TARDIS, a badly damaged TARDIS. The once gleaming grey console room was darkened by hues of black— a stark reminder of the battle that they had just faced. The Doctor had fallen to the ground, and Clara was sitting beside him.

"I will always be here." she added.

"You've been there for me all along." The Doctor choked out. "Just like her."

Clara nodded, knowing that he meant the TARDIS. After saving his life at Trenzalore from the Great Intelligence, the blue box had finally started to like her. "You're going to be okay. You've been through this before."

The Doctor shook his head. "Not in this body."

"You will be fine." She repeated. "I know you will."

"But I will change."

"You've changed before."

"I don't want to change." He whispered, wanting to tell Clara what she meant to him. Wanting to say just how special she really was to both of his hearts. "If I change I won't… I'll be…."

"You'll still be my Doctor." She assured as she held his hand a little tighter, and brushed a piece of his floppy hair off his sweat soaked forehead. "And I'll still be your Clara. No amount of regenerations is going to change that."

The Doctor forced a smile onto his face as a he involuntarily convulsed with pain.

"Hang in there Doctor." Clara pleaded. "And regenerate already."

The Doctor shook his head. "No. I'm afraid."

"You can't die." Clara said fiercely, remembering the moment that she had watched the Master choose not to regenerate.

"Every time I regenerate I get closer to him," the Doctor whispered. "The Valeyard. The man who will have my memories but will do unspeakable things."

"Time can be rewritten." Clara reminded. "You can choose your path."

"I've already started down that road." He said. "I'm soaked in the blood of a thousand galaxies, countless million lives."

"You have saved more lives then you have extinguished." Clara assured. "And you have always given people— aliens— your adversaries a choice. What more can be asked of you?"

The Doctor shrugged. "I don't know."

"Well I know." She said assuredly. "You are the bravest, kindest, most noble man I have ever met. You put the whole universe before yourself and when you find yourself in an impossible situation, you do your best to make it right. People die, yes. But everyone dies in the end."

The Doctor gave her a small smile. "Even me."

"No!" Clara exclaimed, tears coming to her eyes. "You cannot die. Not here. Not now. The universe needs you Doctor. I—" she faltered and blinked away her tears.

There were so many things that she wanted to tell him, so many things had been left unsaid. Clara supposed that she would be able to tell the twelfth incarnation of him all of her thoughts and feelings, but there was no guarantee that he would look at her in the same way once he changed.

So Clara made her choice.

"—I need you." She finished, choking back a sob. "I have always needed you. I've… I've fallen in love with you."

The Doctor's eyes widened in surprise. "Clara?"

"You don't have to say anything." She interrupted as she laid her forehead on top of his. "I know that you can't— or you won't— or you're not able to say anything in return. But I needed you to know how I felt before you changed."

"My Clara…" the Doctor whispered, reaching up with the hand that she wasn't holding and placed it upon her head. When she sat up, he placed it against her cheek. "My impossible girl. For you, and only you, I make this choice."

The Doctor's skin began to glow. Clara thought about moving out of the way, but she couldn't bring herself to move from the Doctor's side. She had been beside him throughout his entire life, she was determined to be by his side during this, most frightening transformation.

And then, after a flash of golden light it was over. He lay in the same position, in the same clothes, but wore a different face.

"Doctor?" she asked tentatively. "Doctor?"

The Doctor opened his eyes. He saw Clara with his new eyes and smiled. "Hello Clara." He said with a new voice. "Oh," he continued, feeling rather surprised to hear a Scottish accent coming from his mouth. "That's different."

He touched his hair. "Am I ginger?" he asked.

Clara shook her head.

The Doctor sighed. "Well maybe next time. Now let me see, ears… nose… face… wait. What?" he asked as he scrambled to his feet. He walked over to the console and saw that unlike his previous three incarnations this one was much older.

The Doctor furrowed his brow. "Deary me. An older face to go with an older heart." He paused and turned around to face Clara. "I suppose it's fitting. Do I look like I'm over a thousand years old?"

Clara smiled and shook her head. "You look like the Doctor to me."

"Well that's good then." He answered, before glancing around. "I need to fix this place up and then you and me Miss Clara are going to go on a great big adventure."

Clara smiled. "I'd like that."

The Doctor walked over to her. He was much taller then her still, and she found herself looking up into different coloured eyes that still held the same ancient look about them.

"Would you?" he asked in a soft voice. "Would you really?"

Clara nodded and took his head. She didn't know how much longer she would be able to travel with him. She knew that eventually her time as his companion would come to an end. But she did know that for the moment, she was going to stay with him. There was still too much that she wanted to see.

"Show me something awesome." She whispered.

The Doctor smiled, and pulled her into a tight embrace. "Always, my Clara."

-End-