The Doctor had his back against the wall, literally. Sweat dripped down his forehead and fear permeated the air. The Doctor had faced terrifying things before, but the creature in front of him filled him with a terror of the likes he had never felt before.

The creature that had captured him was cat-like in stance, with the body of a woman, and eyes that had no pupil, but where solid blue. It paced back and forth, never taking her eyes of him. "Why have you brought me here?" The Doctor demanded.

The creature did not answer, but prowled closer, so the Doctor could see that silky black hair grew from the creatures head and whipped around its entire body.

"What are you?" yelled the Doctor. "What are you? Answer me!"

"I can taste your fear, Time Lord." The thing hissed. "I can feel your thoughts. Soooo lonely, he is. The Time Lord."

The creature came closer until she was so close the Doctor could feel her body heat. "I can give you what you most desire. I see it in your head. What would you give, Doctor, to be able to touch her again? See her smile? Hear her voice?"

"I don't know what you're talking about!" The Doctor pressed himself further against the wall. "I warn you, creature, let me go, or you will regret it."

"I can become her," the creature said, coming up from all fours, standing on two legs. Her body began to tremble. "You have been so alone. You want the one who haunts your memories. You want the one who made you feel like never before." The silky black hair lightened, and the face sharpened.

"Stop it!" screamed the Doctor. "Stop!"

But the creature continued to change, until only the eyes remained on an otherwise familiar body. "What's in it for you?" the Doctor whispered, grasping at reality. "Why would you do this?"

The creature seemed momentarily perturbed. "For the only thing the Succubus wants," it purred. "Intimacy."

And with that, the eyes changed to match the body of Rose Tyler.

She tentatively reached out a hand, and one finger brushed the cheek of the Doctor. Fire coursed through his blood and only a moment of reason passed before lips met lips.

He ran his hands along her body, caressing her curves, savoring the softness of her skin. He realized with a jolt that she was naked. Rose was naked in his arms. His previous two regenerations had only dreamt of this, and here he was, holding her.

She responded willingly to his body, planting kisses along his neck, slipping her fingers to trace spirals along his back. She pushed him back against the wall, pushing her body against his. He responded willingly, pressing his erection against her. She sucked on the soft spot on his neck and he gently bit her lip. She moaned beneath him and he could barely contain himself.

She grinned wickedly at him and slipped her hand downwards and snapped her fingers. His clothes vanished, leaving him naked and erect before her. She reached forward and took him in her hand, rubbing the tip of his head. He thrust into her hand.

He kissed down her stomach and stopped right below her bellybutton. He dipped down and licked her clit, causing her to moan. He increased the pace, making her writhe beneath him. Finally, he could bear it no longer, and judging by the look in her eyes, she couldn't bear it either. Slowly, he slipped inside her, relishing in the tightness. He began to thrust.

He buried his face in her neck and thrust and thrust. She moved beneath him, making delicious contact every time. He lifted his face just in time to watch her face as the muscles inside her contracted and her orgasm shook his very being. He thrust harder, and moments later, he collapsed on top her.

With eyes still closed, the Doctor caressed her cheek. "Rose," he breathed. "I never stopped loving you. I never will." He opened his eyes and jumped up on shock.

The Succubus was lying beneath him. Agony washed over the Doctor as he stared down at the creature. She opened her mouth to speak, "She was loved. How she was loved. Lucky one." The creature stood, blue eyes staring straight into the Doctor's eyes. "The Succubus releases you, Time Lord. The Succubus knows what it is to be loved. Leave and never return, Doctor."

She raised her hand and a crack appeared in the wall. The Doctor back towards the crack, but couldn't take his eyes of the Succubus. "Remember her." The creature hissed. "The only one you truly loved."

The Doctor ran, far away, with the memory of his one night with Rose etched into his mind forever.