A quiet moment in the Tardis between the Doctor and his companion.

Title: Protocol CO-295

Clara's marker makes a squeak as it scribbles across the top of an exam and the Doctor smiles, not looking over to where she's seated, cross-legged on the ground of the console landing in grey thin pants and black tank top, as though ready for bed – she might have been, when he picked her up. Just behind her there's an overnight bag and she's promised him as soon as she was done grading, they could go off on some adventure.

He'd been more than satisfied to wait.

To listen to her occasional noises of dismay, the mutterings about a wrong answer, and the rare gasp of triumph that came with a nod and a cheeky grin down at a student's work. A pride glowing over her face that she'd managed to get one of them to understand. Clara had told him time and time again just how hard it was to get them to pay attention and not merely stare up through her, minds lost to other thoughts and places. Eyes drifting to phones hidden in their laps. Ears on the whispers of those around them.

She never quite called them pudding brains, he thinks now as he glances quickly at her before polishing a lever and slapping at the console lightly with the rag, but he knows she's thought it. Clara would never say it aloud, even to the simple written words of her students, examined in the privacy of her own time. She loved them far too much; she hoped for them far too much.

He grins, admiring that about her and knowing it's one of those things he'll remember about her, years into an unknown future because he knows the truth of it. Of why she stayed for too long on this journey with him; of why he clings so desperately to her presence.

Clara loved him far too much; she hoped for him far too much.

"So," she mumbles past the edge of the red marker tucked between her lips, "Where are we off to tonight?" Her voice rises at the end in a way that tickles his ear, a small excitement hidden in that simple question she wouldn't quite yet give him the satisfaction of mocking.

He doesn't answer for a moment, simply watches as she nods and then looks up at him expectantly, a quiet smile lifting her lips the longer she stares with those eyes of hers. He takes a short breath and she laughs. "Aren't I ridiculous, Clara?" He questions on a sigh.

On a tilt of her head, she tells him softly, "You're ridiculous, Doctor." Then she shrugs, offering, "Space London, yeah – you told me about the Starship U.K. once."

The Doctor offers her a laugh and points, "Told you, no one adds space to the front of things."

Looking away, her head toggles and she sings, "Space ship..."

He shakes his head and he sets them adrift in the vortex, watching how she looks suddenly up at the spinning layers stacked atop each other, high above the Tardis console. The Doctor leans into the metal at his side and his grip on the rag tightens as she smiles, lost in thought as he watches her consider the machine.

"What's on your mind, Clara?" He breathes, just loud enough that she might have heard.

"Space ship," she replies, voice soft. "I wasn't one of those kids – y'know, the ones obsessed with Star Trek or Star Wars or any other bit of entertainment with a Star this or that – but I did daydream about space sometimes, and space ships. Suppose it's inevitable – you look up at the sky and you wonder what's out there? What sits beyond that expanse of darkness? What might be sitting on some other planet, looking back at you?" She goes silent a moment, a very long moment, and then she tells him, "Read about planets and thought about diving into their gasses to see what their surfaces looked like." Then she levels her eyes on him and there's something sad in them as she adds, "Guess now I know."

Her sudden giggle echoes loudly, but it never catches him by surprise because he's learned to recognize the way her nose wrinkles ever so slightly... the way her body almost trembles... the subtle movement in her throat just before it escapes. He smirks as she looks away.

"Now I've got a stolen space on a stolen space ship," Clara tells him confidently, a bit of a teasing tone to her voice.

Smiling weakly, he mutters, "It's yours."

She grins and shrugs, "Fine, it's ours, now that she's stopped hating me."

"She doesn't hate you," he laughs, but it's soft, head bowing so his chin touches his chest a moment. Clara merely shakes her head, lifting a hand to gesture at him before dropping it back into her lap to continue looking over the papers she holds once more before sighing.

"Closest thing I have to a home anymore," Clara mutters. She looks up at him, "I remember, and I know." And then she giggles again, hand waving at the console, "Take us somewhere, Doctor – your choice this time. Something upbeat; something colorful; something... shut up, I know what you're thinking."

"Was it ever really my choice, Clara?" He mocks as she laughs and nods. The Doctor turns to the console, listening to her sigh beside him, knowing she's gone back to grading papers and scouring those words for signs of intelligent life with her never-ending hope. He slaps the rag atop a series of groves once more before dropping it just beside the dimly glowing center tubing. Smiling, the Doctor repeats words from so long ago his hearts ache, "Somewhere awesome."

"I know what you're thinking," she tells him suddenly, and he doesn't turn, merely closes his eyes as he navigates through the vortex to some distant planet in some distant time – he'd figure it out when he moved out through those doors – waiting for her to continue because he knows she will. "It's been weighing on your mind a lot recently, and it's a bit frightening because you're a time traveller, so I have to wonder if you've seen something; only I know I'm not allowed to ask."

Her sigh is long and comes with a pained crinkle of the papers in her hand.

"Old age, Dalek gun – one day I'll be gone, probably sooner rather than later for you – and you have to stop this, Doctor. Stop dwelling on it because I'm becoming convinced you've seen my grave out there amongst those stars. Seen it and committed that date and place to memory because you've no choice and I release you of that." She breathes heavily into her lap and he can hear the way those breaths are shuddered. "We live for today," she states, steeling herself to look back at him. "We enjoy the time we have. And then you make of me a memory that you carry with you and you continue learning... and living."

He nods and looks to her, watching as she nods in response to words he's not speaking – the muted acknowledgement; the unstated agreement. He lands and glances up at the colors that brighten in front of him and he knows she's taken him back to Earth and the notion makes him smile as he thinks to the next companion after Clara. New eyes to live through, he thinks as he glances back at her, still staring up at him, her eyes wide and brimming with tears.

"It won't be the same, but I suppose I've been through it enough times to know," he tells her, watching as her lips lift slightly and she turns back to her grading.

"Now stop being an idiot," Clara responds on a laugh, papers shuffling in her hands as she stacks them. "Done with these..." her voice trails and then she giggles to herself and shakes her head and he pushes a lever, fingers poking roughly into buttons to dim the lights and his knuckle rests lightly atop a glowing blue knub, hesitating as he listens to Clara call as she crams the papers into a folder, "Just have to get changed up and we can head out – what do you suppose is appropriate for Space London..." and her voice stops a moment before she laughs, "I know, Doctor."

"Deactivate Protocol CO-295," he states softly, and the hologram of his former companion flickers away as he turns to slowly walk over the space she'd been sitting, heading towards the Tardis doors.