A/N Hello! This is my second regeneration oneshot, and if the other one is how I want eleven's goodbye to go, this is how I fear it will. It is based on the poem "Do not go gentle into that good night" by Dylan Thomas.

Moffat also dropped this little teaser on the impending regeneration, which this fic draws ideas from: "One of the horrors of regeneration is that a certain amount of his persona alters entirely. His appetites and his enthusiasms will change. And that's sort of what I'm writing about now in Matt's last episode, the fact that he's terribly aware that he's about to be rewritten. And it's frightening."

Frightening. Yep. Scary, isn't it? I think we're all in for a rough ride, fellas. A rough, teary ride.

Please review, and I'll give you a virtual hug!

•••

Do not go gentle into that good night,

Old age should burn and rave at close of day;

Rage, rage against the dying of the light.

Though wise men at their end know dark is right,

Because their words had forked no lightning they

Do not go gentle into that good night.

Good men, the last wave by, crying how bright

Their frail deeds might have danced in a green bay,

Rage, rage against the dying of the light.

Wild men who caught and sang the sun in flight,

And learn, too late, they grieved it on its way,

Do not go gentle into that good night.

Grave men, near death, who see with blinding sight

Blind eyes could blaze like meteors and be gay,

Rage, rage against the dying of the light.

And you, my father, there on the sad height,

Curse, bless, me now with your fierce tears, I pray.

Do not go gentle into that good night.

Rage, rage against the dying of the light.

-Dylan Thomas

•••

It was always some kind of sacrifice, that led him to regeneration. At least, in his more recent years. Always him, being selfless and merciful and good.

Why did he have to be good?

Of course, he wasn't good all the time. He knew that better than anyone. But he couldn't bear to see his friends suffer.

That was what preserved the good in him. Not the malice and evil of his enemies, not the ever-present memory of his past wrongdoings. Just his friends. They were the best of him.

In his ninth body, he had almost happily taken the energy from the Heart of the TARDIS into himself, knowing it would save Rose. And it had, at the cost of one of his lives. He didn't regret that, he'd thought it easy, back then, to experience the total transformation of body and mind that came with regeneration. He'd sacrificed himself for her with no resentment.

But the time after that, which he remembered in such potent anger and desperation and rancour, was not nearly so simple. Different face, different personality; and his tenth incarnation had not been quite as ready to relinquish his life. He'd been so mad, so terribly mad, at the world, at the Time Lords, at the way the universe had aligned. He'd known it was his time, he had become too aware of his power, and too ready to use it. But even so, he hadn't wanted to go. He hasn't wanted to die.

But he had, of course. He'd entered the radiation chamber, freeing Wilfred Noble. He'd been given a chance to say goodbye, too, to all his companions. Farewell to them, and to himself. Still, it had hurt so very much. Changing, losing himself.

That ninth time he had been almost indfferent, happy, even, that it meant saving Rose. The tenth time he had been angry, wild, at the loss.

This eleventh time, right now, he was just...just afraid.

Of course, it was a sacrifice this time, too. To save Clara. And, no, he did not regret that. His own fear disgusted him, a little, as it seemed to edge a little too close to that regret.

But he didn't regret saving her life. He only regretted losing his own.

Clara hasn't realised what was coming. She was walking along beside him, letting him lean against her, looking up with concern in her eyes. She thought he was just injured. But she couldn't feel the pain coursing through him, she couldn't feel the air thinning in his lungs, she couldn't feel his hearts pounding faster and harder before they would eventually halt cold.

The sight of the TARDIS brought on an emotion like ecstasy in his slightly delusional state, the sight of home. She opened her doors in anticipation of their entrance, and the familiar silver metal and blinking blue lights were a sigh of relief.

Clara helped him down onto the seat across from the console, and studied his face. He wished she wouldn't. He wished she would leave. He didn't want her to see him like this.

"You're pale," she said softly. "I don't know what to do- do you have any medicine or something somewhere in one of those hundred rooms? Is there something I can-"

"No," he cut her off, hearing how breathless and shaky his own voice sounded.

"You must have someth-"

"No. There's nothing. There's nothing."

Her eyes widened, grew fearful. She got it, now. She knew what was happening.

He was dying.

Goodbye.

The word caught in his chest, he choked, turning his head away.

"No, you can't be, there must be something?" he heard Clara ask, far away, far away.

"No," he whispered.

"So...you're...you're regenerating...but you can't...I'll lose you, I'll lose this you...what if..." Clara's words spiderwebbed liked a pane of thin glass.

Don't cry, Clara. Please don't cry.

He wanted to reassure her, he wanted to put his arms around her and tell her it was fine, he was okay, that everything would be alright.

But he couldn't. He couldn't.

He didn't want to say another goodbye. Not to himself.

What if his next incarnation was horrible? What if they were evil, twisted, angry? What if they were so different they destroyed all of his previous lives? What if he lost everything that made him the Doctor?

He lifted his head, saw Clara biting her lip. There were unshed tears settling in her eyes, shining in the blue-green light. She swallowed, blinked, set her mouth. But he could see all the emotions she was holding back in the way she darted her eyes away from his, clenched her fingers in the fabric of her jacket.

"Do you have to go?" she said softly.

"I-I do. I have to." For you, Clara. "I have to go. I have to change. I have to..." he stopped when his voice because too shaky, and adjusted his jaw.

She looked at him, as he slumped from the pain and fatigue and dreadful knowledge, because he was dying, and he knew.

"You'll be okay. We'll be okay," she whispered. Now she was assuring him. Because he couldn't be there for her.

His eyes burnt along with his blood, tears of pain, tears of time.

"You'll still be here. I'll still be with you. The Doctor. That won't change."

How could she know that? How could she possibly know that?

And now he had to go. Into the dark. And, who knew, he might not come back.

"Do not go gentle into that good night," he muttered to his hands, still his hands, not truly hearing his words.

"Sorry?" Clara frowned, still unsteady.

What had he said? It wasn't conscious, a few little words in the thousands that rushed through his head in every moment, a few little words that slipped from his lips.

"Dylan Thomas...it's a poem. Old age should burn and rave at close of day. Rage, rage agains the dying of the light."

"I've heard it before," she replied. "It's beautiful."

"Is it?" He didn't think so. "Twisted, ugly, terrible, resonating, honest, truthful, I'd say. But not beautiful, no."

Clara seemed at a loss, he didn't blame her. He was being awful, he was acting young, selfish, horrific.

Stop it, Doctor. Be rational. Stop it.

The words pushed themselves to the forefront of his mind.

Though wise men at their end know dark is right,

Because their words had forked no lightning they

Do not go gentle into that good night.

He knew this had to happen, he'd had hundreds of years with this face, this brain. All things must end. He knew that better than most.

Everybody dies.

Dying may have been less frightening than this, knowing that he was going to a place of nothing, of blankness, of tranquility, of end. But regeneration, he didn't know what would happen, where he was going, who he was becoming.

But he had not had enough time, not enough time to say goodbye to everyone this face had known, had treasured, had loved. Not enough time to tell them what only this face felt for them, thought of them, thought of everything that was and will be.

And Clara.

He'd run out of time for Clara, to tell her some things, too. To wish her a proper goodbye from this face.

Good men, the last wave by, crying how bright

Their frail deeds might have danced in a green bay,

Rage, rage against the dying of the light.

He'd tried to be good, hadn't he? Tried to show mercy whenever he could. Tried to preserve all lives, at all costs, no matter what they had done. He'd fought for the right causes, for the good of the universe, of humanity? Had he not?

Not always, no.

He regretted that. He regretted that with all his being. Those small moments when he had failed, failed to be the Doctor. Failed to be the healer. Succeeded in being the mighty warrior. The god.

He didn't want to be a god.

But he also didn't want to die.

"Doctor..." Clara's lips barely moved as she spoke.

He didn't respond. His hearts were pounding faster with the seconds. Louder and louder in his ears, until it drowned out any more words she might have said.

Beat. Beat. Beat. Beat.

Beat. Beat. Beat. Best.

Best beat beat beat.

Beatbeatbeatbeat.

He was going mad.

Or perhaps had he'd always been mad? Now it was just intensifying, spreading, growing in the fear so tangible in his shaking fingers, the vice around his throat.

Wild men who caught and sang the sun in flight,

And learn, too late, they grieved it on its way,

Do not go gentle into that good night.

All those things he'd miss, the beautiful things. The stars, the planets, the galaxies. The people, the cultures, the places. The words, the colours, the sounds.

He'd never experience them again. Not through these eyes, these ears, this mind.

Clara took his hand, then, her tiny, soft fingers clutching his.

He wanted to thank her. Thank her for being with him. For traveling with him. For showing him, making him see the beautiful things he would now miss.

Because without someone to share those things with it was so hard to see them. Without someone to feel that awe and joy, he found that he could not. Just a star. Just a planet. Just a place. Just a person. Just a song. Just a story. Just an arrangement of atoms. Just a thing.

Just a man.

But with her, the universe was beautiful.

"Help me up," he croaked, leaning on her arm. She hesitated before taking some of his weight and letting him lope over to the console. He wanted to stand. He would rather stand and be a coward than lie down and be one.

He grasped the edge of the cool metal, letting his gaze wander across the familiar buttons and levers and lights.

Clara stood beside him, still holding his hand.

Thank you.

Dylan Thomas' next verse flowed disjointedly from the mess of pain and blur and horror, some pretty words in a maddened mind. A poem in his head as it died.

Grave men, near death, who see with blinding sight

Blind eyes could blaze like meteors and be gay,

Rage, rage against the dying of the light.

Near death, near death, near death.

All that he is, all that he was, all that he could have been. Dying.

He thought maybe all those deaths, that sadness he had seen would cause him to go easy to regeneration. Welcome it, even. A change. A new start.

But he longed for that sadness, that solemnity, that loneliness, above this pure, blinding fear.

The burning began in his hands. Golden light drifting off his skin.

Bright and shining.

He felt his shoulders convulsing in violent breaths, couldn't seem to get enough air for his racing hearts, the pounding in his head, his bones.

A tingling rushed through his blood, building in his chest.

Clara's grip on his hand tightened.

"That poem," she murmured. "It is beautiful."

The searing fire spread up his arms, shoulders, neck. He turned to her, bracing himself on the controls, and knew from the genuine worry on her face that she could see the fear in his own.

"Even the most frightening things are beautiful." She lifted her free hand and straightened his bow tie. "You'll still be my Doctor." There was a single trail of a single tear on her left cheek, mirroring one on his own.

"I'm...I'm afraid, Clara. For once, I am...truly afraid."

She looked at him.

"Does it make sense..." he continued. "To be afraid of fear?"

"Of course it does," she stroked her thumb over the back of his hand, holding it against his chest. It was an almost motherly gesture, from caring Clara. Loyal Clara. You-don't-run-out-on-the-people-you-care-about Clara. "But you don't need to be."

He carefully withdrew his hand from hers. "Step away. I don't want you to get hurt."

She swallowed, reluctantly stepped back.

Thank you, Clara.

But he was still, still, still so very frightened. Why was he so? Why? Ten times before had he gone through this, why was it that the prospect terrified him so this once?

Different body, different face, different mind. This one didn't want to change. Didn't want to lose himself. Was afraid to do so.

The golden light was spreading, rising, glowing everywhere. Almost gone.

He cleared his throat, and let the last words spill from his mouth, however wavering, however weak, however tear-wracked.

"And you, my father, there on the sad height."

He clenched his teeth, heartbeat so loud in his ears, blood, bones.

beatbeatbeatbeat

beatbeatbeatbeat

beatbeatbeatbeat

beatbeatbeatbeat

"Curse...bless, me now...with your fierce tears...I pray."

It was here. Happening. In this moment. He could not escape it.

His lungs were heaving, mind a mess of rushing and worry and fear.

Fear. So much fear.

He didn't want to lose himself. Not him. Not now.

What would happen to the eleventh Doctor? Bow ties, fezzes, fish custard? All to be vanquished? And the childishness, playfulness, humour that fought back his demons? Dissipating into the memory of days gone by? His awareness of self, striving for mercy, trying every second to preserve goodness and fend away the fire? Was that too to be stolen from him by the ravages of self-transformation?

Everything that he was. Is. Dying, dying into that oblivion. Only surviving in some ghost of remembrance, a wisp of nostalgia for the Doctor of times drifted by.

He shouted. He yelled. He raged. He cried. He sobbed. He was afraid, and the fear lived in his words.

"Do not go gentle into that good night!"

And then the pain was too much, too everywhere, he didn't have a functioning mind to construct the syllables any longer. All he could see was the gold, the gold, the golden light. Twisting and curling and swirling, everywhere, everywhere, everywhere.

Changing.

Goodbye.

As the light began to die, , Clara stood by. There was a second tear to match the first on her cheek now. But she looked at the Doctor, the new Doctor, the different Doctor, the changed Doctor, cloaked in gold, and spoke softly, to herself.

"Rage, rage, against the dying of the light."

And around the eleventh incarnation of this man, Clara's Doctor, the light did die, leaving behind the darkened shadow of someone else.