A/n: Yeah, I know...another AU fic? I've had this idea roaming around since Capaldi was cast and I've hesitated posting it, because we don't really know much about 12 yet beyond fan speculation, but then I decided an AU is an AU. If this ends up being OOC, it's still in character for this version of the character. Also I just really needed may-december "I'm the boss" fic because...well, does there have to be a reason? Hopefully there are some people out there interesting in reading. As always, happy reading, and thanks for all your support!

He had been made a fool of one too many times in his fifty-five years of life.

That was the only thought sliding about his brain as he dressed that morning. He buttoned his shirt, shrugged on his jacket, and tied his tie in a manner of minutes, making it to the kitchen with just enough time to sink a teabag into a traveling mug and pour water from the whistling kettle over it. By the time he was heading out of the door, briefcase in one hand and tea in the other, he was swollen with determination. This time, there would be no defeat. This time, he would stay on top no matter what.

In his youth he'd been foolhardy, idealistic, silly. Bouncing about with lovesick eyes and a fluttering heart. He had loved so intensely, so deeply, that he never once foresaw a time when he'd suddenly be alone. He never imagined he'd be this—fifty-five and sleeping in a single bed, a cat named TARDIS his only companion, drifting from job to job and relationship to relationship. He'd lost his way after his divorce and he couldn't find his way in England, no matter how hard he tried, and so he did what all little boys did. He ran away.

London had reminded him of her, anyway. The winding streets were the curls of her hair and the sharp turns on roads were the angle of her curves. He grew cold from the scenery. And if there was one thing New York City could boast, it was a lack of organic scenery.

He arrived quietly at six AM, nodding briefly to the doorman as he headed in after a quick flash of his new badge. He walked past the elevators and took the stairs, climbing each flight steadily and slowly, counting each heavy pulse in his veins. Floor one, floor two…he had to stop at four six and rest, his knees a bit achy and his heart pounding hard. Floor six, floor seven…when he finally made it to floor twelve, he was sweaty and flushed, but he knew. This time, he had made it.

His climb was nothing but a reflection of the years he'd worked to be where he was now. He'd entered the corporation quietly as an assistant manager underneath the chief technology officer and spent six years working his way up, flattering who needed flattering and manipulating who needed manipulating. And now he was here, and it was his first day as CEO, but he was still sleeping alone at night. And he couldn't admit how much that weakened his satisfaction of his accomplishment. He always felt he was trying to mend up his wounded pride over his wife's sudden departure from their marriage. Everything he did was to try and regain the man he'd once felt he was, when he was foolish and young. Even as he cursed that man and said he'd never be him again. He was nothing if not a contradiction in the form of a man.

It had been a spark in the corporal world when it was announced that he was taking over the late John Smith's position. He was relatively unknown in the corporation to everyone who didn't matter. Those who made the decision knew him well—and those who were relatively no one did not. It was the truth and he wasn't sorry for it. Bluntly put, he was too weary to make friends. Too beaten down to form non-beneficial relationships. He longed for friendship but hadn't the courage to find it, and that was perhaps the most pathetic thing about him of all.

He'd purposefully arrived before everyone else, not particularly longing for any sort of grand entrance. He found his office and he sat at his desk and he peered out of the wall-length window at the New York City skyline, thinking quietly about home. And then the thoughts were too aching to bear and he began his day. He combed through the company's financial records for a long while, making notes for the CFO of what needed changing and what didn't seem quite right, and then he logged into the system, familiarizing himself with people he'd glimpsed at from the bottom but never imagined he'd one day be in charge of. There was the CFO, Jack Harkness. The chief risk manager, Rory Williams. And then the COO, Clara Oswald, a mystery perhaps bigger than he himself was. He had never caught of glimpse of her in his years working here. He only knew that she worked very closely with John Smith. Perhaps, if rumors were true, too closely. Their interlacing job ranks ensured they'd be working together, but he was sure it would be no problem. From what he'd heard of her, she was sweet and loving. Sweet and loving he had no problem with. Sweet and loving he could bend and control with ease. And these days, it was all about remaining in control.

It was like he'd decided once he moved here: if he was in control, bad things couldn't happen to him, because he'd dictate what would happened to him. He would say what could and couldn't affect him. And so he'd made everything his, from the way he commanded a room to the name he used. He decided that his real name would be a luxury for no one but himself, and from that day onward, he was known as the Doctor. He legally changed his name to Doctor Smith (Smith because it was the most bland surname of all) and he kept his true name a secret to everyone but himself and he fully intended on keeping it that way. To know more was to have power, and he would always be the one in the room who knew the most. He wouldn't ever end up the way he'd been all those years ago, a crying mess on the tiled floor, finding out that the woman he'd thought he'd known was betraying him all along. No. This time, his world was at his command.

The morning got off to a frazzled start—his personal secretary brought him the wrong coffee and then spent five minutes blushing and rambling off apologies, only to leave and return for a second time with another incorrect coffee. The Doctor was content to forget about the coffee, but the shaky mess just couldn't let it go, so he had to let her go. The temp they sent went by Donna Noble and the Doctor couldn't help but admire her snarky attitude, even if she was a bit lazy when it came to responding to his pages. He wasn't threatened by her anyway.

He had three meetings with CEOs of other corporations for the first part of the day. They sat on lush sofas in private meeting rooms and discussed possible product merging. The Doctor knew they were sizing him up with each stare, trying to decide how he'd size up in comparison to the man he'd replaced, and the Doctor met their stares evenly and held their gazes until they shifted uncomfortably, their eyes finding the floor.

It was known when they shook hands upon parting: he was the one they'd answer to in any future proceedings between the corporations.

The day had gone so wonderfully so far that he was thrown aback when he walked into his office, only to see a random young woman sitting behind his desk, staring out over New York. He stared hard for a moment, giving her pulled up hair, deep red lipstick, and too-short pencil skirt a critical lookover, and then he merely took a few steps back.

"Donna," he said calmly. He wasn't truly angry with her, but he knew now that if he presented himself as anything but firm, he'd get nothing but sloppiness in return. Donna looked up from her lunch, her expression momentarily reading: can't you see I'm busy? Fuck off.

"Yes?" She asked. She didn't add your majesty to the end sarcastically, but she might as well have.

He pointed back at his office.

"There is a woman behind my desk. What were my instructions about visitors?" He asked slowly, as if he were reminding a two year old for the third time in two hours that she couldn't strip her clothes off in public. Donna lowered her eyebrows accordingly.

"That any unauthorized persons must have a scheduled appointment, made at least a week in advance." She replied through gritted teeth.

The Doctor inclined his head. "Precisely, Donna. So could you explain to me how there came to be a woman in my office when I haven't even been CEO for three days?"

Donna blinked at him, her annoyed expression fading to one of…embarrassment. But the more he examined her face, the more he realized. It was not her own embarrassment. It was his.

"That's Clara Oswald." She told him quietly, probably for his own benefit. "You know? The COO?"

He felt his heart sink, just a bit. He automatically turned around, opening the cracked door and sticking his head back into his office. She was sitting in the same place, ankles crossed and hands folded in her lap. She did not wave or smile at him and he felt a lick of anger for that. He looked back to Donna.

"Forgive me. I didn't realize they were letting recent college graduates take such high-ranking positions." He said coolly.

He knew she'd heard, and he wanted her to. He didn't know where she got off sitting behind his desk in his office. When they hadn't even met yet. She might have run all over that young John Smith, but she was an idiot if she thought she'd do him the same. He wouldn't stand for it. He was her boss and she would respect that fact, or he'd have to have a chat with the board. That was all there was to it.

"Have a good lunch." He told Donna, and then he slipped back into his office, slamming the door forcefully behind him. He wanted the woman, Clara Oswald, to flinch as he did so. But when he glanced at her, she was still staring at him with those large, calm eyes. They were brown as damp earth and as his eyes raked over her face, he felt his anger only growing. What the hell was she doing here with such a high rank? Her face was full of youthful life, from her large eyes, to her smooth skin, to her line-free lips. This wouldn't do.

"Get up." He told her, first and foremost. His voice was icy and harsh. If she had expected niceties, it didn't show. Her face remained impassive. "I don't know who this John Smith bloke was before, or what he let you do, but it is not appropriate to sit in the chair of your CEO. And I'm not him."

She blinked at him, uncrossing her ankles slowly. From his place at the doorway, he caught a brief flash of the inner skin of her upper thighs as she did so, and he felt it was on purpose. He hardened his shoulders, intent to not show her one inch of weakness. He was always underestimating the greatest battles and playing up the simplest.

She made a show of staring him up and down, her hands falling from the top of his desk into her lap. He wondered, for a moment, if he'd seen them shake or if it was just wishful thinking.

"You certainly aren't." She finally replied. Her voice was soft and sweet, something she was supposed to be. Everyone always had nothing but nice things to say of her, except that she was bossy, but she had a position that required bossiness. However, the woman peering at him now was nothing short of ruthless. He expected to have to say something nasty to get her to move, but after she said that and gave him another look-over, she slowly rose to her feet. As she did so, he saw her skirt was shorter than he'd anticipated before. He stared at her legs as she crossed the room towards him, short despite the heels she had on. She stopped only a few inches from him, her shoulders squared defensively and her lips pressed into a firm line.

He was infuriated.

"Who do you think you are?" He began, and once he said that, all of his irritation was flying forth from his lips. Most of all, he hated that she'd caught him off guard like that. It was something his ex would have done—caught him off guard. Well, no more. No more vulnerability, no more loses, no more sweaty palmed declarations of love. He scoffed, looking her up and down. "You're practically a child."

She stood up straighter at that, her eyebrows rising. Her lips quirked up a moment later.

"Oh, this is great," she said, and then she laughed. He fumed. "A cranky old control freak. God, just when I thought this entire situation couldn't get much worse. And then we get you."

'This entire situation', as she'd put it, was John Smith's sudden death. Liver cancer tore a burning path through his body, leaving him dead only a year after diagnosis. From the rumors, Clara Oswald had been by his side at the hospital every single day. But the Doctor couldn't imagine why the man would have wanted her there. Currently, she seemed the type to poke you with needles while you slept.

His mouth twisted with distaste. He went to snap back at her, but when he looked at her, he suddenly remembered the way she'd looked at John Smith's funeral. She was merely a face in hundreds, but she'd touched his chin when she walked up to peer at his empty body. He was only a few people behind her and, at the time, he hadn't known who she was. He'd assumed she was someone important to the man, though. And now he couldn't help but wonder if perhaps she was hurting so badly that defense was the only coping mechanism that was keeping her on her feet.

"I know this must be hard for you, with John dying so recently—"

She laughed once, hard. Her eyes seemed darker than before and he didn't think he'd imagined the slight quake of her hands before she'd folded them behind her back.

"Oh, you know, do you?" She shot back. "You know how hard this is?"

He faltered. She reached up and jabbed a finger into his shoulder, her face twisted with rage.

"Tell me all about what you know, you clever old man. You must know oh so much, with your old, healthy, white male life. You must know all about what it felt like to bury John Smith, right? Tell me about it." She stared at him imploringly, her eyebrows drawn down. She poked him again, harder, and he felt something in him snap. He wanted to grab her tiny, delicate hand and squeeze it until she winced. "Come on, big boy. Tell me what you know. Tell me why I should listen to you—tell me why you're so much better than he is. Tell me why you think you could possibly fill his shoes."

The words were practically spat at him, her cheeks flushed with anger. He was in a similar place.

"I don't have to explain a damn thing to you, Ms. Oswald. I'm your boss and you answer to me. You explain things to me. And I'm not trying to be him, because I'm better than that. I'm going to take this corporation places he never even dreamed of, and you can either sit down and do as I say, or you can shut up and get out of my office. I'm not some dreamy, starry-eyed boy you can boss around." His heart was racing after his words drifted off, thick with selfish anger. She stared at him and, for the briefest moment, he thought she'd sink and break. But she didn't. And that made him angrier than ever. "And I don't know who told you that you could dress like that as COO, but it's going to have to stop. There's a business dress code for a reason. He might've enjoyed having you saunter into his office in your tight little skirts, but that's not how we're doing this. I don't want to see you wearing anything that gives anyone a glance at your knickers—we're a shopping chain corporation, not an adult film industry. Got it?"

She took a deep, filling breath. And then she clenched her fists.

"No, you get this," she started, her voice low and dangerous. And then she reached underneath her skirt and hooked a finger underneath the band of her underwear, tugging them quickly down her legs and stepping from them one leg at a time. She walked near him and grabbed hold of his hand, tight, and pressed her balled up underwear into his hand. She closed his fingers around it, her eyes hard on his. The meaning was clear. I'm the boss here. "And don't you forget it."

He was infuriated the entire day. It wasn't until Rory Williams came down to formally meet him that he got any answers at all.

"I see Clara's been here." He stated, once they wrapped up their initial conversation.

The Doctor flushed angrily at the mere mention of her name, so rough and ugly to his ears. He followed Rory's line of sight and spotted her underwear, balled up and lying in the waste bin. He'd dropped them to the floor as she stormed away, so angry he felt almost violent, and then had Donna throw them away because he couldn't stand to look at them. Donna had asked no questions and he had given no answers.

"Clara's got one foot out of the door as of today." The Doctor said, forcing his voice to stay even. "I'm calling the board tonight. Fucking ridiculous."

Rory frowned at that. The Doctor wondered, suddenly, if Rory was friends with Clara. He hoped not. He'd really enjoyed Rory's company so far and didn't want to think lesser of him.

"Don't do that." Rory said. He said it more as a plea and less like a command, his eyes filling with sadness. "I don't know what happened, but you have to understand that no matter how she was, she isn't normally like that. Not at all. She's one of the kindest people I've ever met, really. Give her some time."

The Doctor felt his lips turning up into a sneer. "I'm sorry, but I don't give my employees time to decide to respect me. Either she's on board or she isn't, and trust me, she isn't." He hadn't wanted to explain what had happened, because it was a hit to his pride, but he was suddenly desperate to have Rory understand how awful she'd been. "When I got in here, she was sitting behind my desk. In my chair. She wouldn't get up. She insulted me. She refused to listen to my suggestions about professional dress and threw her knickers at me. The professional relationship between a CEO and his COO is extremely important to a functioning corporation. I have no choice but to dispose of her."

Rory seemed to be fighting with himself as he processed those words. He leaned forward slightly, appealing to some softer side of the Doctor with his determined eyes.

"She shouldn't have been so short with you, but…she'll hate me for telling you any of this, but I don't want you to fire her. She's having a really hard time right now and losing her job won't help. Staying busy is what's keeping her afloat. She's…Christ, okay, she was married to John Smith. No one knows but my wife and I—we've all been friends since Clara and I started working here six years ago. They kept it a secret because they didn't want internal affairs to know. They were the greatest partnership I've ever seen and they knew the corporation would suffer if they were split apart for personal reasons."

The Doctor felt only slightly taken aback by that knowledge. Everyone had suspected something was going on with them, but after his encounter with the spitfire, he'd assumed it was some sort of sexual powerplay. He hadn't expected that it'd run that deep. He struggled to keep a grasp on his fury.

"I don't care about her personal dramas." He told Rory, but he realized it sounded a bit defensive. "She can't just walk in here and act like that. If she's not stable enough to be at work, she shouldn't be at work."

Rory shrugged. "I agree with that. I think she should have taken a leave of absence for a bit. But…I mean, I can't tell you want to do. But I guess I just want you to consider the possibility that perhaps she wasn't trying to piss you off when she sat behind your desk. Maybe she was sitting in that chair because she still thinks of it as her husband's chair."

And he didn't know why, but those words made his throat tighten suddenly.

"It's still not okay." He said stubbornly, but his own anger was waning a bit. He had to fight with himself to maintain his firmness. "If she doesn't shape up, she'll have to go."

Rory seemed uneasy at that. "You know, a bit of kindness would go a long way with Clara." He advised respectfully. "I mean it when I say she's having a rough time. I'm not just making excuses for a friend. He was diagnosed the day they got back from their honeymoon and the entirety of their marriage was her watching him die. Give her some time to adjust to seeing a new man in his seat, because I bet that's hard, you know? I can promise you that Clara Oswald can be either your biggest foe or your greatest ally. Give her the chance to see you as a friend and not an enemy and you'll be glad you kept her around."

The Doctor was resentful.

"Yeah, well, she won't get very far if she doesn't keep her knickers on."

Wasn't that a sentence he never thought he'd be saying! There was a time when a beautiful woman like Clara would have made him weak at the knees. But he was actively smothering that man for his own good.

Rory smiled sadly. "It'll all work out, you'll see."

He did not see.

Much to his displeasure, he ran into her on the elevator. His lower back was aching from the stressful day and he didn't feel like making a symbolic climb down the stairs. By the time he recognized the far too pretty woman on the elevator, it was too late. The doors were shut and they were alone.

Was it his imagination, or had her skirt gotten shorter with the lack of underwear? He wasn't sure, but he sure as hell wasn't going to let her think he was looking, so he stared with determination at the wall, his pride insisting he not say a word unless she did first. Unfortunately, her pride seemed to have dictated the same thing. They rode the elevator in silence until the fifth floor, and that was when it seemed his words from earlier had become too heavy inside of Clara. She looked at him, her eyes furious but somehow aching too. He knew the aching wasn't from anything he'd said, though.

"If you ever talk to me that way again, I'll leave this corporation and take millions with me." She said quietly.

He had so many responses lined up to shoot back, but at the moment the elevator stopped on the fourth floor and filled with board members, who greeted the Doctor politely but spent the rest of the ride chatting amiably to Clara about some Christmas party from a year back. He watched her with confusion, trying to merge the vision of this woman with the woman he'd just spoken to. This woman had dimples when she smiled. She tossed her head back when she laughed. She was genuine and sweet as she asked about one man's newborn daughter.

The shift was instant and hidden to everyone but him. She smiled and told everyone goodbye (save him), and then before she left the elevator, she gave him a look that actually made the hairs on the back of his neck stand.

He knew it then.

This job was not his victory. He had fighting left to do still.