A/N: Inspired by the Am I A Good Man teaser and written with the help of my friend, Carol Reidel.

Chapter One

Clara backed up against the railing surrounding the console while the new Doctor worked to stop the TARDIS from crashing. She never answered the Doctor's question about being able to fly the TARDIS because the Doctor apparently decided there was no time and he was working to stabilize the ship. Even though the ship was spinning out of control, Clara wasn't dwelling on that because she was still trying to get her head around the fact that the Doctor wasn't her Doctor any longer. This strange man was older and seemed more mature than the silly, lovable Doctor she had come to love. She kept her distance while the new Doctor worked on saving the TARDIS.

Then she was thrown to the floor with the Doctor when the TARDIS crashed down with an enormous boom and her thoughts were interrupted by the incredible burst of pain that shot through her body. Groaning, she slowly lifted her chest up and looked around, amazed to be alive and in one piece. The Doctor was on the other side of the platform with his back to her, slowly getting up. Clara stared at the Eleventh Doctor's clothes as he slowly got to his feet and felt another burst of pain, this time in her heart.

"Clara?" the Doctor groaned out as he got to his knees and grabbed hold of the rim of the console. "Clara, are you alright?"

"Yeah, I'm…fine," Clara said as she slowly got to her feet.

She froze when she felt the Doctor's hands around her waist. The Doctor, sensing her hesitation, jerked his hands away and Clara looked around as she stood up and watched the Doctor step backwards to the other side of the console.

"Clara, it's me," he said, putting his hands on his chest. "I'm the Doctor."

"I…I know that, I've seen all your lives before…almost all of them," she amended since she realized she never saw this body before but then again, the Time Lords changed the future. Without them, the Doctor would have died and even though this Doctor was a stranger to her now, the thought of him being dead filled her with even more sorrow. She'd rather have him as a new man than not at all.

But for the moment, the Doctor was touching his face and examining himself.

"What do I look like, tell me?" he finally said.

Clara was about to say something then she remembered something and held up her finger before running towards the back door.

"Clara, it's me!" the Doctor said as she ran from him.

"I know! Just wait here, I have a mirror," she called as she ran out of the room.

She ran to her room and looked around. She had a mirror in her compact but she decided to grab the full length mirror off the wall so he could have a better look at himself. By the time she was back in the console room, the Doctor was leaning against the console, waiting for her.

"Here you are then," she said, stepping up to the platform.

The Doctor walked over to her slowly, not wanting to frighten her. Clara was holding the mirror in front of her, almost like a shield the Doctor thought as he stepped up. Then he got a good look at his face and he stopped short, his mouth dropping open.

"What?" he said, putting his hand on the side of his face.

"You're older," Clara said unnecessarily, thinking that was why he looked so shocked.

"I know that," the Doctor said impatiently. "That's isn't why I did a double take."

"Why then?"

"I know this face, I've seen it before," the Doctor said, running his left hand over his face while he gazed at himself.

"You have? Where?"

"Ancient Rome, someone I saved in Pompeii," he murmured as he gazed at himself.

"You took the face of someone you knew?"

"Wasn't me, regeneration is random…well, most of the time. But this is a reboot. I suspect something was gleaned from my memories and used as the new body since this isn't supposed to happen. Still, could be worse. Coulda looked like the Abzorbaloff, I suppose."

He smiled warmly at her and took a step towards her and sighed when Clara involuntarily took a step back.

"Clara, I won't hurt you. It's me," the Doctor said in exasperation. "Be my pal?"

Clara hesitated a moment before nodding dumbly. The Doctor studied her a moment before asking for the mirror.

"I'm going to change into something else before we find out where we are and I'll put this back," he said. "Unless I'm not allowed to go in your room now?" he added.

"No, you can go in," Clara said, feeling a bit sheepish that she was treating her best friend with so much suspicion.

She held out the mirror and the Doctor took it. The Doctor deliberately brushed his hand against hers when he took the mirror and smiled when Clara didn't react badly.

"Everything will be alright, you'll see," he said, taking the mirror from her. "Just stay put and I'll be right back."

Clara nodded and the Doctor walked out of the room. She watched him go and breathed a sigh of relief when he left. She was still unsure about this Doctor. She hated that she was acting so rude and treating him like an enemy but she needed time to adjust. While she was standing there, she suddenly heard a phone ringing. She frowned and turned to the console, searching for one before she realized it was coming from the door. She looked around for the Doctor but he was still out of the room so she finally decided to answer it herself. She walked over to the door, opened it, noticed they seemed to be in the middle of a field and opened the tiny door in the middle of the door. The muffled phone noise increased and she picked up the receiver.

"Hello?" she said hesitantly.


Clara nearly dropped the phone when she heard the Eleventh Doctor's voice coming through it. Tears sprang to her eyes as she forced herself to keep the receiver against her ear.

"Clara, are you there?" Eleven said.

Clara swallowed hard.

"Yeah, I'm here," she said as a tear streaked down her cheek.

"Good. This is me. I decided to leave a message for you before I patched the phone back through the console."

Clara frowned.

"Where are you?" she said.

"Trenzalor. I just received the reboot. I assume I changed now from your end?"

"Yeah, you did. You look like…"

"No, no, no! Don't tell me, let it be a surprise!" the Doctor yelled. "I don't have much time so I wanted to ring you and tell you that you need to be kind to my next body."

Clara jerked her head back. How did he know she was being less than unkind to his new regeneration.

"I know you've never been through this before and from experience, I can tell you that it is a bit jarring," Eleven explained. "The last time this happened, my companion was scared and I had to reassure her that I was the same man. I figured it might happen again so I'm here to tell you that you needn't be scared, it's me, Clara, honestly. So please be gentle with me and show me some kindness. Help me adjust and the two of us will be pals again, you'll see!"

"I…I will, Doctor," Clara said in a ragged voice as tears streamed down her cheeks.

There was a moment of hesitation.

"Clara, are you alright. It sounds like you're crying," Eleven finally said.

"I…miss you, Doctor," Clara said as she wiped the tears off her cheeks.

"But that's the point, Clara. I'm with you still," Eleven said gently. "I might not act the same way but I'll still care for you, I'm sure of it. Just help me and please don't leave, that's the worst thing you could do at this point. Things'll work out and you might not miss me so much. Just give it some time at least before you decide to leave. He'll be a friend to you, I know it."

"Alright, Doctor," Clara said. "I will."

"Good. Now…gotta go, I need to do a couple of things before I change. Just don't leave, Clara. Give me a chance, yeah?"

"Yeah…and Doctor…"


"I…love you."

Another moment of silence.

"Thank you," he finally said. "See you on the other side, Clara Oswald."

"See you there, Doctor. Bye."

Her heart ached briefly when she heard him hang up the phone. She composed herself and wiped the tears from her eyes before she put the receiver back and shut the door. She turned, walked inside and stopped short. The Doctor was standing at the console but now he had changed Eleven's clothes for a brand new wardrobe. The Doctor smiled at her and extended his arms out.

"So," he said, "how do I look?"

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