A/N: I read a theory that the Doctor's mother and the man who were forced to cover their faces in shame became the first two Weeping Angels because covering the face like the Weeping Angels do was a Gallifreyan symbol of shame and the Weeping Angels evolved to feed off Time Energy since they were denied that once they were no longer Time Lords and Ladies. It's an interesting theory and of course, it sparked off a plot bunny.

Chapter Two

"You are barmy sometimes, you know that?"

The Doctor grinned at Clara when he heard her say that. They were walking along the pavement on a cool October night in Chicago. It was nearing Halloween and there were several houses nearby decorated with orange lights, pumpkins, ghosts and other paraphernalia. The Doctor got the idea to take his newest companion to a spooky graveyard after finding an ancient book of ghost stories in his library. He thought a graveyard would be a good setting for a few scary ghost stories of his own. But he hadn't told Clara his plans yet so she was badgering him for information.

"Why am I barmy, Oswald?" the Doctor said over his shoulder as he strode confidently in search of a graveyard.

"Because you get these spur of the moment ideas and here we are, in the middle of the night, freezing our arses off in search of…what?"

"It is not the middle of the night, to begin with. I believe it's only nine o'clock. This wasn't a spur of the moment idea and I told you to wait and see. Now just follow me and be excited about my surprise."

"Just as long as a monster isn't involved," Clara muttered as she put her hands inside the pockets of her long plum colored winter coat. The Doctor was dressed in his usual Victorian outfit, so out of place for 2013 but somehow the Doctor not only managed to pull off the look but look sexy at the same time. They walked for five more minutes until the Doctor suddenly stopped them with a raised hand. Clara looked around. Off to the left was a large graveyard, to the right was a few stores and some houses. The Doctor turned to her with an impish grin on his face and Clara wondered what he was up to.

"So…what are we doing? Going into the launderette over there?" Clara said, pointing to the Laundromat on her right.

"No, we are going in here," the Doctor said, pointing to the graveyard.

"Gee, why am I not surprised?" Clara said, rolling her eyes while Eleven grinned at her.

"Come along, Clara. We're going to explore the graveyard while I tell you a few scary ghost stories. Just the thing for Halloween, eh? Up for a bit of adventure…or are you too scared?"

Clara chuckled.

"Lead on, Doctor," she said.

"Really? You sure you won't be too scared?"

"Nah, let's hear your ghost stories," Clara said.

She smiled when the Doctor beamed at that. He took her hand and they walked to the entrance, a pair of black wrought iron gates. Above the gates was an arched sign. The Doctor glanced up at it.

"Eternal Rest Cemetery," he read to Clara. "But are the denizens within…really at rest?"

"I suppose we'll never know because it's locked," Clara said, pulling on one of the gates.

"Pish tosh, I have a skeleton key," the Doctor said.

He reached into his jacket, took out his sonic, glanced around to make sure no one was watching and unlocked the gate with it. He ushered Clara inside, hurried in and locked the gate. He put his sonic away, took Clara's hand and the two of them walked along a paved path through the gravestones. The Doctor recited a few of the ghost stories he had read while Clara walked with him. She enjoyed the sound of his voice while she glanced around at the gravestones. Near the entrance was the older part of the cemetery and most of the gravestones were ancient and worn with barely legible inscriptions on them. As they walked, she noticed a grave in the distance. The grave was a gray marble plinth with a weeping angel statue on top. She slowed down to admire it. The Doctor, seeing her out of the corner of his eye, slowed to a stop and gave her a quizzical look.

"Sorry, I was listening but…I love those old weeping angel statues in graveyards," Clara said, pointing to the grave.

She glanced at the Doctor and frowned when he saw the angry look on his face.

"I was listening to your story, honestly," Clara said, trying to determine why he was angry.

The Doctor let go of her hand and stomped off the path towards the angel. Clara, completely confused, followed him, wondering why he was so pissed off. The Doctor stomped over to the statue and stood there, glaring up at it, his fists clenched while Clara stood beside him in a befuddled silence.

"You better not be one of them because after what your kind did to Amy and Rory, I have half a mind to reduce you to rubble with my bare hands," he growled at the statue.

"Doctor, what's going on? Why are you talking to a statue?" Clara said.

The Doctor calmed down slightly and unclenched his fists but he was still angry and Clara shook her head, wondering if her new friend was truly insane and if she made a mistake in following him.

"I'm changing my story, Clara. I'll tell you one about the Weeping Angels instead," the Doctor said.

Clara turned to go and frowned when the Doctor didn't turn around. The Doctor backed up while keeping his eyes firmly on the statue.

"Doctor, what's going on? Are you alright?" Clara said, grabbing his arm.

The Doctor stopped and gave her a sad look. He glanced at the statue and Clara noticed he was relaxing his body.

"I don't think it's alive, it should have moved by now," he murmured.

Clara was taken aback and she looked up at the statue while the Doctor studied her silently.

"Come with me, I'll tell you about the Weeping Angels while we walk," he said to her.

He held out his hand. Clara took it and both of them turned around. Clara started to take a step but she froze with her foot off the ground when the Doctor didn't move. She put her foot back down and watched the Doctor. His back was to the angel and he was staring straight ahead. Then after thirty seconds, he looked at the statue. Clara looked with him and noticed the angel was still there in the same position as before. The Doctor snorted at it in derision and told Clara to follow him.

As the two of them walked away from the statue, the Weeping Angel slowly took her hands down from her face and turned her head to watch them.

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