Unnerving.

“There’s something about you that’s just so..” he starts saying.

And she braces herself for another one of his little persnickety, passive aggressive outburst, except he seemed to be deep in thought.

His eyes searched the ground fruitlessly and a little crease formed on his forehead, as if he has the words just on the edge of his tongue but they just weren’t forming on his lips.

That’s a first.

“Incessant?” she suggests, like a child offering an unsure answer in class.

“Irritating?” she takes a step toward him as his gaze flickers back up.

“Exasperating? Fundamentally annoying? I could go on,”

“Disarming,” he decides with a smile, “It’s unnerving,” he continued, voice light yet teeming with sincerity.

It takes her a while to realize he isn’t teasing and the implications throw her completely off. She bites down on her lower lip, trying to shield the smile that was slowly creeping in.

“Careful there,” she warns before turning around to take a step away from what felt like dangerous territory.

“What?”

“You just said something about me that doesn’t fall into the negative category,” she turns back around to find his towering form just behind her.

“As a matter of fact, it was positively in a neutral light, and you need to be very careful when you do that,” she continued, although the closeness was unnerving her, “The sky could fall down,”

“You know when sometimes you meet someone so beautiful and then you actually talk to them and five minutes later they’re as dull as a brick? Then there’s other people, when you meet them you think, ‘Not bad. They’re okay.’ And then you get to know them and… and their face just sort of becomes them. Like their personality’s written all over it. And they just turn into something so beautiful.”
Amelia Pond, Doctor Who Ep#6.10: The Girl Who Waited

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