A/N: A couple of headcanons cobbled together into a fic of Missy and Clara goodness. (Goodness of quality not guaranteed.) Major thanks to Bailey for the BETA.

Clara Oswald was afraid of many things, though she often tried her best not to show it. Always tried to overcome it and not let the fear overwhelm her. But there were three things in life that frightened her to her very core.

The first was the dark. Clara had never liked the dark even as a child. Her mum used to always leave the hall light on and her bedroom door ajar when she was younger. She'd slowly learned to ignore the dark as she'd gotten older, knowing she was safe in her own room or always able to turn on a light if it got too much. Her trip through the Doctor's time stream and getting lost in the deserted wasteland within had brought the fear back, just like when her mum had died. It took nearly a week before she could sleep with the lights off again. Even then it only lasted a few hours before the nightmares woke her. The TARDIS had gifted her with a special nightlight connected to the console that bathed her room in that comforting cyan blue light and filled it with the calming sound of humming machinery she knew so well. The fear and nightmares didn't come so often after that.

The second was confined spaces. Clara had never considered herself claustrophobic, but a few unpleasant experiences when she was younger and various events through her travels with the Doctor, the latest of which involved being trapped inside a Dalek, again, had made her very wary and frankly terrified of being trapped in a small space.

The third however was the worst and could often easily override the first two. And that was thunderstorms. A normal storm was fine. Clara loved the sound of the heavy rain and wind as it raged outside. It would actually help her to sleep, mimicking the soothing sounds of the TARDIS. But adding in the sound of too loud thunder and the flash of too bright lightning, and it filled Clara with pure panic.

This was the reason Clara ended under her bed, curled up in on herself and clutching a worn brown teddy bear close to her chest. She whimpered as another rumble of thunder and flash of lightning filled her bedroom through the flimsy glass of the window she was sure would explode in a shower of shards any second. Not even the blue light and hum of the nightlight plugged into the corner of the room helped, failing to even make a dent in the cacophony from outside let alone drown it out.

She was so focused on the outside event that she didn't notice a smaller and less intense flash light up the opposite side of her bedroom. Nor did she notice the slight smell of ozone permeating the air. Or the sound of high heels on carpet followed, after a slight pause, by the soft thud of knees hitting the floor. Didn't hear or feel the movement of fabric behind her as someone peered under the bed.

"Hello poppet." The familiar but sudden voice from behind followed a split second later by a loud boom of thunder caused Clara to let out a rather undignified scream. Conflicting emotions of wanting to turn in order to confront the person who had spoken, wanting to get as far away from them as possible, and the impulse to jump out of her skin in fear, caused Clara's body to turn and rise at the same time which only succeeded in her slamming her forehead into the wooden panels of her bedframe.

She let out some choice curses as she heard giggling. She finally managed to roll over, still rubbing her forehead, and opened her eyes to see Missy. The Time Lady lay on the floor with her head and shoulders joining Clara under the bed, one hand covering her mouth stifling her giggles while her pale eyes were filled with amusement. She moved her hand from her mouth, instead choosing to lean her cheek on the backs of her fingers, as her red painted lips lifted into a smirk.

"Oh poppet, how pathetic."

Clara followed Missy's eye line and looked down at the bear in her arm. She hugged the toy tighter and looked back up at Missy with narrowed eyes.

"He's not pathetic," she growled. Missy's eyebrow lifted a fraction at the pronoun.

"I wasn't talking about the bear dear," she sneered. Clara glared harder.

"What are you doing here Missy?" The Time Lady sighed.

"Well I had planned on popping by to take my favourite puppy out for a walk but I see you'd much rather spend the night indoors with your chew toy." Missy grinned at the still glaring Clara. "What are you doing here?"

Clara blinked.

"I. I live here!"

Missy rolled her eyes.

"Not here in your flat. Honestly puppy I thought you were smarter than the other dogs." Missy eyed Clara intently with those eyes the human wouldn't admit to dreaming about. "Why are you here under your bed?"

Clara hesitated. She opened her mouth to say something but another deafening boom and blinding flash erupted around them, closer than before, and Clara yelped, clenching her eyes shut and hugging the bear tight. Almost instantly as the noises of the storm began to fade the sound of Missy's laughter began to filter into Clara's ears.

Clara opened her eyes to see Missy practically howling with laughter, still managing to throw her head back despite the small space. The Time Lady finally looked back at Clara, wiping the tears from her eyes before making a mocking pout at the human.

"Oh dear poppet. Is the poor widdle puppy afwaid of a widdle thunderstorm hmm?"

Clara's faced morphed into an angry mask at the sarcastic baby talk. An expression that had even the evil Mistress moving her head back slightly at the intensity of the fury on display. Clara was exhausted and in no mood to deal with the psychotic alien currently in her bedroom. Before she could stop, a torrent of honesty expelled forth.

"Fine, alright nutjob yeah. I am afraid. I'm afraid of a lot of things. I'm afraid of being lost. Of being late. Of dying just like most people. I'm afraid that one day I might fall down the stairs and break my neck. I'm afraid…" Clara trailed off staring at Missy, who tilted her head slightly and frowned as she tried to decipher the myriad of emotions in those big brown eyes of her human's. Clara released a breath and swallowed. "I'm afraid of getting hurt and hurting others. I'm afraid of the dark and confined spaces, and yes I'm afraid of thunder. Are you happy Missy? I'm human and I am afraid."

The thunder echoed again dangerously close and Clara let out a half yelp, half whimper as she tensed and curled up a little tighter, eyes clamping shut again against the bright flash that followed. Missy stared at Clara still in shock over the small brunette's confession. Eventually the Time Lady sighed and shuffled forward.

Clara didn't hear the older woman move, only becoming aware of her closer proximity when the Time Lady's arms wrapped around her shoulders pulling her nearer so her head rested against the purple clad chest. Their knees knocked together as Missy settled into a comfortable position. For a long minute Clara could only hear her own heavy breathing combined with the two sets of heart beats in her ears coming from Missy.

"What's his name?" the Time Lady eventually asked.

"Huh?" Clara asked confused. She could feel Missy rolling her eyes above her.

"The bear poppet," Missy responded jostling the arm Clara held the bear in, "What's his name?"

"Runcibal," Clara answered after a pause.

"Really?" Disbelief filled Missy's voice.

"Yeah," chuckled Clara, "My mum gave him to me. She named him after a knight she read in a book. Said he'd protect me from anything bad."

"Well he's doing a rather terrible job," Missy muttered.

Clara opened her mouth to retort but the crash of thunder directly above the flat block caused her to whimper instead, curling up as small as she could go. The arm that wasn't hugging Runcibal darted out, her hand grasping a fistful of the fabric of Missy's coat. Missy's eyes widened and she looked down at her poor puppy trembling with fear in her arms. She sighed again and pulled Clara in so her body was flush with the small ball of distress. Missy rested her head on top of Clara's as she wrapped her arms tighter around the human.

"Tell me about your mum," Missy said, placing a soft kiss to Clara's head as one hand started to stroke her hair. Clara knew Missy probably didn't really care about the answer and that it was a ploy to take her mind off her fear, but she gladly took the opportunity to think about something else.

"She was amazing." Missy's movements stilled at the past tense but quickly skipped over it, deciding it probably wasn't the best time to broach that particular topic.

"What was her name?"

"Ellie. She used to read me stories every night before bed. She'd always do different voices for all the characters." The thunder came again and Clara tensed. Missy shh'd her gently, silently urging her to continue with her tale. "One, uh, one time when I was about six, I got lost on Blackpool beach. There were so many people. And then mum was there. She found me."

As Clara continued to talk, the thunderstorm slowly began to pass over them. Clara stopped noticing the sounds of thunder and flashes of lightning, her fear leaving her as Missy continued to comfort her puppy until the storm fully dissipated and the sun began to rise. Even as Clara's words began to trail off more often and her eyes started to flutter shut, Missy didn't see any point in moving. Their adventuring could wait. Let the puppy sleep.