Rose couldn't sleep, though by rights she should be exhausted. They'd just escaped from another alien prison, where they'd been kept overnight, and the accommodations weren't ones that allowed for a good night's rest. (Not that she and the Doctor ever got up to much "resting" anymore when they found themselves in a jail cell…)

She lay in bed for over an hour hoping to fall asleep (or hoping for the Doctor to come in and help wear her out a bit) but to no avail. The Doctor was still tinkering with the TARDIS, or whatever it was he did when he didn't join her in bed (which was few and far between, these days) and she was bored.

So she did what she always did when she couldn't sleep: she explored.

Rose loved walking around the TARDIS and she loved finding new rooms. Ever since those early days aboard the TARDIS, she loved the mystery and magnificence of the time ship, and the TARDIS's hum always lowered, almost as though she were preening. Like Time Lord, like TARDIS.

Rose quickly slipped on her dressing gown and a pair of slippers before she wandered out into the dim-lit corridor. She wondered where the TARDIS would bring her tonight. Perhaps the arboretum. That was always a personal favorite of Rose's.

The TARDIS nudged Rose down a corridor she had never seen before. Rose hesitated for just a moment, feeling, for some reason, as though this hallway was out-of-bounds, but the TARDIS sent her an encouraging hum, and flickered the lights in front of one particular door.

When Rose pushed open the door the TARDIS had led her to, the breath wheezed out of her lungs. The walls were made of a rich red brick and the floor was a dark and sturdy hardwood and there was a large bed with satiny grey sheets in the middle of the room. The room smelled fresh and clean, but just a bit musky, and Rose stepped into the room to breathe in more of that intoxicating aroma.

What had caught Rose's eye, however, were the various instruments and implements hanging from the walls on heavy metal racks. Whips and floggers of every shape and size, handcuffs and ropes and carabiners were suspended on the ceiling and hooked around various nooks in the walls, and Rose's knees wobbled when she saw a few of his ties mixed in as well. There were so many toys spread out on every available flat surface. Some she recognized, others she didn't, and she wondered if they were from a different planet or if she was just too naive to know what they were.

Rose felt her stomach flip in excitement as she ran her hand along the various toys she could see, wondering how the Doctor had been able to keep this side of him from her.

"Like those, do you?"

Rose gasped and quickly pulled her fingers away from the cock ring she'd been unknowingly fondling. Her cheeks burned red and she felt suddenly embarrassed and ashamed that she had entered what was clearly a very private room.

"S-sorry," she said, biting at her lip. "It just…the TARDIS led me here, and so I went in and…"

"The TARDIS led you here?" he asked, raising an eyebrow, before he frowned at the ceiling.

"Sorry," she mumbled again.

He sighed.

"Don't worry," he said, smiling softly at her as he walked further into the room. His hair was disheveled, his glasses were askew, his suit jacket was gone, and the sleeves of his oxford were rolled up to his elbows, and Rose had never seen him look more deliciously rumpled. Heat flared between her thighs, and she subtly pressed them together to alleviate the ache.

"What do you think?"

He sounded nervous all of a sudden.

"It's, erm, different," Rose finally managed to say, letting her eyes roam around the room again rather than look at him. "I never expected a room like this to exist. Did you…did you use this room with your other companions?"

"No," he said shortly. "Most of these toys can, ehm, be used solo."

He moved closer to her and flicked his finger across a nearby carabiner.

"I've not used this room for centuries," he said quietly, keeping his eyes resolutely fixed on the wall. "Some of my previous bodies were more into this kind of thing than others."

"What about this you?" she blurted out.

He finally caught her gaze, and Rose gasped at the heat she saw, and if she wasn't mistaken, there was a definite bulge growing against the front of his trousers. The Doctor stepped forward until they were just barely touching, and he skimmed his nose across hers.

"What do you think?" he asked again, his voice far huskier than was fair.

His breath puffed across her cheeks, making her head swim, before she angled her lips up and snagged his into a kiss. She walked him backwards until his back met the wall, and she used the leverage to deepen the kiss. She sucked his bottom lip into her mouth and nipped it, sucked it, and teased it, relishing his helpless little groans as he ground his burgeoning erection into her hip. She released his lip with a pop and moved down to nibble at his jaw.

"Which way do you like it?" she mumbled into his skin as her teeth scraped over his jaw and across his neck. She dropped her hand between them to cup his clothed erection in her palm. She felt him twitching beneath her fingers as she rubbed and squeezed him. "Do you want to tie me up, or do you want me to tie you up?"

The Doctor whimpered as he lost himself to her ministrations, rocking in time with her strokes.

"Doctor?" she prompted, giving him a particularly rough squeeze.

"Me," he gasped, rocking into her urgently. "I want you to tie me up. Take control of me. Please."

Rose marveled at the feel of him. He felt so hard beneath his trousers, but they'd barely begun. Rose herself felt how damp her knickers were with the idea of dominating him for once. Always on their adventures, he was the one telling her what to do and calling the shots. Even when they shagged, he seemed to like being in control. She was excited to take charge over him. She wanted to see him at her mercy and begging for her to fuck him.

"As you wish," she whispered, removing her hand from him.

He whimpered at the loss, and he pressed his own palm to his cock for a bit of relief from the mounting pressure.

"Ah ah ah," Rose chastised, batting his hand away. "None of that. Come on over here."

She gestured to the bed, and he scampered over.

"Take off everything but your pants," she ordered, and he quickly complied.

When he was mostly naked in front of her, she lost some of her previous confidence. "Erm…"

The Doctor seemed to notice. His face softened and he cradled her cheeks in his palms as he brushed a tender kiss across her lips.

"You're doing wonderfully," he whispered. "We can keep going, or we can stop. I don't want you to be uncomfortable, love."

"What about you?" she asked. "What if you don't want to do something I tell you to do? What if I tie you up and you get hurt or something?"

"Then I'll just ask to stop," he said simply. "Safe words are typically how couples that engage in BDSM avoid that kind of confusion."

"Safe words?" Rose asked, wrinkling her nose. She felt like she was falling into one of her cheesy, trashy romance novels.

"Mhm," he said, nodding. "You know, like if I say something like, oh, I dunno…pears, that means I'm uncomfortable and want to stop. Or, vice versa, if you say it, we can stop."

"Pears?" she giggled.

"They're an atrocious fruit, Rose," he said, crinkling his nose in disgust.

She giggled again, and most of the tension melted from her stomach.

"Do you still want to do this?" he asked earnestly. "We don't have to."

But his eyes were telling a different story. He looked hungry for her, and as though he were half a second away from ravishing her right then and there.

"Okay," she finally agreed. "Maybe just the basics for now, though?"

"Absolutely," he said.

"Right then," Rose said, trying to put on a voice that sounded more confident than she felt. "Get onto the bed."

He shuddered at her commanding tone and complied immediately. He looked at her expectantly, but she walked away from him to inspect the various toys at her disposal. She didn't know what half of them did. She brushed her fingers across a set of bracelets. She had no clue what they were, but judging from the Doctor's groan, it was a toy he was eager to play with.

"What is it?" she asked, turning to look at him.

"It's a…a…uhm…well, it's an orgasm delayer," he finally stuttered out, his cheeks staining pink. "It established a basic telepathic connection between the two wearers. I won't be able to achieve orgasm until you give me permission to."

Rose shivered at the prospect. How many times had he teased her until she was begging him to let her come? She grabbed the bracelets with a smirk and walked back towards the Doctor. She was pleased to see that his erection, which had flagged somewhat as he gave her a rough explanation of safe words, was back once more and was creating a tent in his boxers.

"How do I use them?" she asked, standing over him.

"Just put them on," he said. "You'll feel an initial spark of a telepathic link when you push that red button there."

"How much of a telepathic link?" she asked.

"Oh, it'll be even shallower than your link with the TARDIS," he assured. "It's designed to read your brainwaves and hormones, essentially, and relate them to mine. Once it senses that you're giving me permission, yours will send a signal to mine, and my bracelet will stop dampening the ability for me to climax. It's, er, quite an enjoyable toy."

"And how would you know that, if you've never brought someone in here?" she asked sweetly, wondering if she caught him in a lie.

"Well, erm…they make ones with timers," he mumbled out, his cheeks flaming red once more.

Blimey. Who knew he was such a kinky sod?

"Ready?" she asked.

He nodded eagerly and extended his arm. She slipped the cool metal over his hand and fastened it until it was snug around his wrist, and then did the same with hers.

"Now just press them together like this…"

He angled their wrists so that the red buttons were pressed together. There was a slight zing of electricity in her arm, before it disappeared.

"Right, all set," he said breathlessly.

Rose grinned as she looked down at him, half naked with his erection straining against his pants, and pressed her thighs together as a pulse of desire flared through her.

She quickly shucked her dressing gown and slippers, leaving her in a vest top in knickers. The Doctor's eyes dropped to her chest, where her nipples were poking out of the thin fabric. She climbed onto the bed and straddled him, setting up a slow grind against his cock.

He groaned and his eyes fluttered shut as his hands went to her hips. His fingers wandered under her vest and across the planes of her stomach before heading north to palm her breasts. She gasped and arched into his touch. He began nudging the fabric up until Rose finally realized what he wanted and she took her top off completely.

He sighed happily as he tugged her down far enough so he could catch a nipple between his teeth. Shocks of heat and pleasure rippled down her spine, and she rutted faster against him, gasping as the ridge of his cock pressed deliciously against her swollen clit.

"God, you're beautiful," he mumbled around her breast as his fingers deftly pinched and pulled at the nipple not in his mouth.

Rose whimpered and ground down harder onto him. She felt the beginnings of the familiar, aching tingles low in her belly. Her muscles wound tighter and tighter the faster she moved.

"Can you come like this?" he wondered, arching up into her in time with the rhythm she set.

"Yes," she whimpered, tensing her body, trying to come. She was so close.

"Come, Rose," he whispered, releasing her nipple to scrap his teeth across the sensitive patch of skin below her ear. "I want to see it."

How could she refuse? She rocked against him harder and faster as she felt the coil in her lower belly explode outward in bright pulses of pleasure and sensation. She moaned in relief and buried her face in his neck as she rocked her throbbing clit against him through her orgasm. Her knickers were soaked by now with the rush of moisture she just released, and she cringed when she was suddenly too sensitive to keep moving on him.

He whined his displeasure when she rolled off of him, and he bucked up into nothing. There was a large wet spot on his boxers, and at first Rose was embarrassed that she'd released that much fluid, but then she realized it was all from him. When she carefully drew down his pants, she saw his cock was glistening and oozing pre-come. She threw his boxers onto the floor and wrapped her hand around him. He cried out and thrust into her palm, pistoning his hips up and down as she slowly stroked him. He was so hard and hot beneath her fingers, and the tip of his cock was bright red.

"Rose," he moaned, digging his head into his pillow as he arched up. "Fuck, Rose. Please."

She shivered as a new coil of heat settled in her belly, and she pressed her slick thighs together to stoke it.

"Faster, Rose," he gasped, thrusting up to get more friction.

She stroked him harder and faster until he was writhing on the bed. He was getting harder by the minute and his cock was getting redder and it was constantly leaking pre-come by now. Rose knew that if it wasn't for the bracelets, he would've come by now. That fact made her shudder with desire, and she straddled him once more. She rutted against him, slowly stimulating her clit again and mixing her fluids with his.

The Doctor groaned loudly as his cock slipped wetly between her labia. She was so fucking hot down there and so wet, and he could feel his arousal spiking higher and higher, wanting to release but unable to. His balls ached, his cock ached, and he just wanted to fucking come. As much as he loved those bracelets, he forgot how fucking frustrating they were.

"Rose," he whimpered, nearly incoherent in his desire. "Rose, please. Please fuck me."

Rose lifted away from him, and he whined, scrabbling at her hips to keep her on top of him. She batted his hands away as she reached between them for his erection, and she guided him into her. Rose sank down on him slowly, relishing the feeling of him filling her and shivering at the desperate little whimpers as he tried to rock up into her.

"Eager, are we?" she asked breathlessly when she was finally fully seated on him.

"Yes," he moaned, rocking up into her helplessly. His need had multiplied exponentially, and he was sure he was in danger of regenerating form sexual frustration. "Please, Rose, please can I come?"

"Not yet," she said, leaning down to nibble at his Adam's apple.

"Oh, fuck, please," he whimpered, bucking up into her to get her to move faster.

She complied, and began to snap her hips against his. The Doctor gasped as pleasure boiled through him, climbing in intensity but never peaking over.

"Fuck, I want to come," he gasped, thrusting as deeply as he could, straining for a release that wasn't coming. "Let me come, Rose, please?"

"In a minute," she grunted, fisting the pillow near his head as she worked to bring herself off a second time. Her thighs were trembling and she could feel it building deep in her belly. "Close."

"C'mon, Rose, please!" he whimpered, moving beneath her restlessly.

Rose suddenly slowed down her speed, and the Doctor hoped that meant she was about to come, but he cried out in despair when she lifted herself off of him. His cock throbbed and he unthinkingly took himself in hand and began to frantically jerk himself off.

Need to come, need to come, need to come…

He whined in frustration as his orgasm remained just out of reach. If she didn't fucking give him permission to come in the next fucking second…

"C'mere," she said, gently tugging his hand away. "C'mon, up you get."

Confused and still tugging helplessly at his cock, the Doctor looked over and saw her sprawled on her back. She was tugging at his elbow, and the Doctor finally realized what she wanted. He wasted no time in clambering on top of her and thrusting deeply into her, moaning when her wet heat hugged him once more.

"Please, please, please," he gasped into her neck as he thrust sloppily into her.

"When I come, you can come," she promised breathlessly, knowing it would be cruel to make him wait any longer.

"Come faster," he whined, setting a punishing rhythm. His balls ached and were drawn up tight, but there was a solid pressure within them that was keeping him from coming.

Rose wrapped her legs tight around his waist and she arched underneath him, straining for her orgasm.

"Gonna come," she whimpered, rubbing clumsily at her clit. "Gonna come, gonna come."

"Please," he cried out, feeling her walls fluttering teasingly against him. "Now, Rose, please!"

She writhed under him and the Doctor slammed into her again and again, sobbing her name into her shoulder as he worked frantically for his orgasm, and for hers, knowing he would find his release when she found hers.

"Yes!" she gasped, and he felt her walls clamp down on his aching length. It was a beautiful torture, and he desperately thrust into her, hoping his body would overcome the telepathic link and let him come.

"Fuck, Rose, please!" he whined.

"K," she panted. "Come, Doctor. You can come now."

His muscles all spasmed at once and pleasure radiated out from his cock, through his balls, and into his lower spine. He arched his back at the intensity as he slammed home one, twice, and felt his cock throb his release. He grunted helplessly as he continued thrusting, spilling himself deep inside her.

His arms finally gave out on him, and he collapsed on top of her. She didn't seem to mind, and she wrapped her arms and legs around him. He panted into her neck as the aftershocks of his orgasms left him feeling boneless and content.

"That okay?" she whispered into his hair.

He grunted his reply.

"Really, though, Doctor?" she asked, and she sounded suddenly nervous.

He forced his head up from the pillow he'd made of her breasts to look at her.

"It was perfect," he said, shifting up to press his lips to hers. "Really perfect."

Rose smiled shyly against his lips, before returning the pressure of his kiss. The Doctor carefully lifted himself off of her, wincing as he slipped out of her, before he flopped down into the empty space beside her.

"I'm bloody exhausted," he mumbled as he curled up against her.

"Me too," she said, feeling happy and sated and so comfortable.

"Thank you," he whispered. "That was brilliant."

But Rose was already asleep, and the Doctor chuckled lightly before he blindly reached down for the blankets. His endorphins were raging, making him feel pleasantly drowsy, and he covered them both and nuzzled closer to the woman that made him feel so happy and content and loved.