A/N: If you're emotionally wrecked from The Witch's Familiar clap your hands

"I'm so sorry."

Those big, sad eyes. Hurt eyes. Relieved eyes.

Pained eyes.

She was in pain.

Missy was gone. The Daleks were in ruins. Every inch of the Doctor's surroundings crumbling and piling up into nothing.

But he could only see her.

His trembling hands cupped her freezing cold, pallid cheeks as he apologized for the dozenth time. "Just a mo. I'll get you out." He watched her close her eyes helplessly as his own fingertips danced around the wires, avoiding direct contact as much as possible after the sight of Clara flinching when he touched a sensitive spot. "This won't hurt a bit." He clasped his hands around the wires, jerked them out and went back to holding her face all in the same second.

Clara cried out and the Doctor had to close his eyes for an instant, opening them to see her biting her lip and squeezing her eyes shut to block out the pain. She sat there for a moment, taking deep breaths, finally opening her eyes into slits to whisper a breathy, "Ow."

He smiled weakly at that, swiping her tears away with both thumbs before giving her cheek a light pat. "Out you come."

Clara leaned forward and paused at the head rush that resulted in another span of seconds with closed eyes. A beat of silence, then she continued, nearly toppling right into the Doctor's awaiting grasp.

"You'll probably feel quite off for a bit, I'd expect." He took her hand and helped her the rest of the way out and only let go when it was apparent she was capable of standing on her own. A crash jolted them both out of their state. "But can you run?"

She nodded and another loud bang made her jump. Clara made eye contact with the Doctor and nodded again, taking his hand as they ran off.

"You should probably have a nap. Usually seems to work ninety-nine percent of the time for you humans."

As long days went, Clara didn't know if she'd ever experienced one quite like this. She paced the TARDIS, arms crossed, head low, half oblivious to the Doctor's coaxing.

"Clara." Picking himself up from his place aside the console he stepped closer. "Oi. You're making me dizzy." She froze and looked up at him, shaking her head with a laugh and mumbling a quick apology. "How do you feel?"

She raised her brow at that, blowing a puff of air through her lips as she chuckled again. "Quite awful, actually."

"I'd expect so." His chin dropped to his chest as he carefully examined her face. "You're exhausted." Pointedly he jammed his thumb in the direction of the corridor. "Nap. No longer a suggestion. Doctor's orders."

Clara shook her head but not quite out of defiance. She seemed at much unease, confused, fretful. As if they were still in the heart of Skaro instead of safe at home. "I feel..." She broke off for an instance and bit her lip. "Missy told me she didn't know what it would be like being unplugged from the telepathic-"

"-Obviously it was nothing to worry about." He butt in quickly. "You're fine. As you can see."

"I honestly expected much worse." Absently she rubbed the side of her head. "There're these... thoughts though."

"Thoughts?"

"Not thoughts, memories. From one of our old adventures, I suppose." She smiled with confusion at the floor. "Maybe bein' plugged it jacked up my mind a bit because I can hardly remember. It's mostly deja vu, really." She shrugged and looked up at his face, relaxed face quickly contorting into a frown. "-Doctor?"

His jaw was hard set as it always did in the middle of turmoil. He was scared, that much was apparent, but not quite surprised. He fully understood every last bit. He stared into those huge eyes that glazed the moment he mumbled,

"Souffle girl-"

"-Oswin Oswald Junior Entertainment Manager Starship Alaska."

The chant spilled from her lips with the automation of a machine and Clara recoiled, hand against her mouth, eyes wide. "What-"

The Doctor pressed his lips into a thin line, like he was trying to smile but just didn't have it in him. He gave a quick nod and a soft, "Bed." And Clara was too frightened to argue.

"What was that?" She challenged as he shoved her to perch in bed. "Why did I," Realization crossed her face and for a while she couldn't meet his eyes. "An echo?"

The Doctor lowered himself to her side with a long, regretful side. "I'm afraid so."

"Afraid?"

His gaze flickered back to the wall and he had that expression like he was about ready to tell a sad story.

"Doctor."

"Probably won't," He shook his head. "but do you remember the first, dunno, week or so after Trenzalore? The first time round, that is."

Clara opened her mouth to reply an immediate of course. But her parted lips slammed shut and she shook her head.

"Won't bother going into detail but basically you were..." He grit his teeth. "Dying. I played around in your mind a bit and fixed everything. Easy peasy." He waved a dismissing hand as if he did it every day.

"Alright..." She spoke slowly with a wince. Story for another time. "And what's that got to do with what's happening now?"

"Because the point of my fiddling was to block the echoes from your mind. For good." When she still didn't respond he explained further. "And there's a reason I had to do that." Still no recognition was apparent. "Clara I'm trying to be delicate here. It was too much for you. A thousand lives eating away at your mind. Burning you. I had to rid you of them."

"You... deleted the echoes?" She didn't understand. "But then how are you-"

"No. I simply deleted the thought. The memories, so it was only the original you there instead of an infinite amount of others." He tapped the side of his head. "Your little innocent drive in that Dalek triggered something that even I would prefer to forget. And it's probably best I get this over with before you remember more."

His hands reached for her head and Clara jerked back.

"Hold on, get what over with?"

His hands froze in midair and his jaw went agape before they fell back in his lap. "Well it shouldn't have made you this slow! Did the Dalek make you stupid? Shouldn't have done that. Didn't think you could get any worse."

"You have to... do it again?" She waggled her fingers in midair with unease. "Wipe my memories?"

"Well yes, that is implied isn't it?"

"No!"

"Should've been." He huffed. It was a such a quick transition from lighthearted to no-nonsense it was like the flip of a switch. "Fairly urgent procedure. Painless, quick, again urgent-"

"Okay, okay." Clara shook her head. "Just trying to wrap my brain around this. Okay."

He watched her face.

"Get on with it then."

She was scared and had every right to be, but was putting on a show that for once the Doctor didn't both challenging. Maybe if she convinced herself it was no big deal that's just what it would become. "Ready?"

He heard an audible gulp accompanied by a nod.

The Doctor flashed his warmest smile, his eyes sparkled, anything to keep her focused on his face instead of the fingertips coming to rest on her temples. He felt her tense at the coolness of his skin and cast his hands a sidelong glance. Her pulse quickened and echoed in his own fingertips. "Look at me. Right at me." She hardly had time. By the time Clara had started to calm she was slumping forward unconscious against his chest.

The Doctor caught her with careful, readied arms and with gentle movements eased her comfortably into bed. One shoe came off, then he slipped off her other, tugged the jacked from her shoulders then pulled the duvet up to her chin.

He allowed himself a smile. A pat on her hand from his and a swift kiss delivered to her forehead before he left her to rest, mind at ease.

A/N: Reviews would be lovely!