AN: A really awesome friend of mine demanded I write him this fic, or he would make my plushie cthulu devour me. In return, I'm getting an animation of a giant penis flying through the air using its testicles as wings.

Just Because You're a Millennia Old Doesn't Mean You're Topping, or Four Times the Eleventh Doctor's Companions Completely Dominated Him in Bed

1. AMY

Technically, he wasn't a virgin. Getting a new body didn't magically erase all carnal knowledge of previous sexual partners, women, men, tentacle creature, (He was young! He was drunk!) or otherwise. Just because this particular iteration of his penis had never been inside someone didn't mean the Doctor didn't know what it would feel like when he was.

Despite this, the first time the Doctor had sex in a new body was usually awkward as all get out, between the working-with-the-new-size, and the discovering-what-new-things-I-like process. And goddamnit, wasn't there a rule about being gentle?

"Amy!" He managed to gasp out between deep kisses. (And wow, could she kiss.) The redhead stopped what she was currently doing (Ripping his shirt open.) to look up at him. The Doctor took a moment to register her dilated pupils and the flush of her cheeks (It really brings out the color of her hair, he thought absently.) before speaking.

"If we're going to do this, you're going to need to be a little more.." The Doctor's words trailed off, and Amy looked at him quizzically.

"A little more what?" She asked. The Doctor reminded himself to pay attention to his current needs and not the way her Scottish accent had dropped half an octave with arousal.

"A little more…" He gestured with his hands, in a way he assumed she would interpret as 'gentle'. Amy stared at him in disbelief.

"You're joking," She deadpanned, hands still grasping his shirtfront. The Doctor's bowtie and braces had been discarded several minutes ago, and lay together in a heap on top of Amy's shirt, a pile of garish, slightly sweaty red and pink. "You're telling me that you're willing to risk almost certain death with creatures that can snap your neck literally in the blink of an eye, but in bed you're-"

"I'm a blushing virgin," To hell with technicalities; they weren't going to make him any less awkward, particularly since this regeneration seemed to be downright predisposed to awkwardness. Amy quirked an eyebrow, and her lips set in a smirk, inches away from his own. Experimentally, she groped his crotch, causing the Doctor to gasp in a way that only cemented what he had just said. (Why did this regeneration have to be so sensitive as well as awkward and gangly?)

The Doctor had faced the Weeping Angels two times now, but he would swear up and down that Amy could move even faster than they could, because the remainder of both of their clothes were off before he could even register, and he was lying on the bed, and Amy was on top of him, and oh, he could get used to this being a sensitive regeneration.

Amy leaned down to his ear, and her long red hair tickled his face as she whispered in it, "Don't think for a second that that's going to stop me. I intend to thoroughly deflower you."

2. RIVER

Last time, the Doctor had at least had an excuse, the excuse being that since he'd never had sex before in this body he'd every right to just lie back and let Amy thoroughly dominate him.

As a very beautiful, and very naked River Song pushed him back against the console of his TARDIS, the Doctor realized he had no such excuse this time, and that possibly the excuse he'd given last time for being such a bottom was very-likely-at-least-partially-if-not-completely a load of Judoon excrement.

"W-wait!" He managed to get out. It was vital he take control of the situation before his pants came off, or he would be lost. As it was, his jacket, shirt, and braces had been removed and piled on the floor. (But somehow, against all the rules that were usually in place regarding the removal of clothing before sex, his bowtie was still on.) River's clothes were nowhere to be found, and the Doctor made a mental note to himself for later: "THOROUGHLY CHECK SHIP BEFORE LETTING ANYONE ELSE ON BOARD. YOU DO NOT WANT A REPEAT OF THAT INCIDENT WITH ASTRID."*

River stopped taking his clothes off, but didn't stop trailing a long finger up and down his sternum. The Doctor could feel his hearts beating faster on either side of his chest, and willed himself to calm down.

"Ah. You told me about this." She said absently, quirking an eyebrow in amusement.

"… What did I say?"

"You told me that the first time we did this- from your perspective- your self confidence was going to take a beating because you had no reason to, in your words, 'let me ride you until you saw stars.'"

The Doctor frowned. "Those were my words?" River smirked, and stroked over his collarbone with a thumb, then ran it up his neck so she was propping his chin up.

"I may have.. Embellished a little. But the point still stands." She leant in, pausing an inch away from his lips to murmur, "Don't worry. It's not you, it's me."

And when her deep kiss pushed him back against the TARDIS console, and his pants mysteriously disappeared, the Doctor felt that he might be able to get used to this as well.

*Astrid Perth had spent a wonderful hour aboard the TARDIS, in an era when the Doctor had been more focused and in control when it came to sex, but had neglected to collect her bra when she left. Several months later, Donna had found it in the room she had taken residence in, with predictable results. The Doctor had no desire to be nearly castrated by an angry ginger yet again.

3. RORY

Kissing the husband of your best friend who you'd had sex with on multiple occasions was a risky, roundabout way of asking for a threesome, and not one the Doctor would recommend if he ever got into a situation like this in the future. It wasn't as if he'd never had a threesome before, or even as if he'd never asked for one, but this was a different situation. A first, if you would.

That wasn't really what was on the Doctor's mind at the moment, because at the moment he was face down on a king sized bed, and the man who he'd just kissed was complaining about him wanting to be a bottom. This was a first as well.

"I was sort of expecting that since you were the one that shoved his tongue down my throat, you would be the one taking some initiative here.." Rory grumbled from somewhere behind him to the right. Also behind him, but to the left, Amy was laughing.

"I hardly shoved my tongue down your throat, I barely used tongue at all." The Doctor retorted, resting his chin on the pillow beneath him. "Your mouth wasn't even open!" Rather than having the intended effect of making him appear sassier and getting Rory to get on with it already, this just caused Amy to laugh harder.

"We are about to have some very serious sex here, Amy," Rory said, and from his position, the Doctor could entirely tell whether he was being serious or not. "I need to focus, because he looks like he's going to snap in half if I go to hard on him." The Doctor groaned aloud at the double entendre, but secretly he was glad that after 300 years in this body someone had finally grasped the necessity of gentleness.

4. CLARA

No. No. No. He couldn't get attached like this again. He refused to. Hadn't he learned anything from his past? From over a thousand years of losing every single person he'd ever cared about? From a future full of nothing but the possibility- the certainty- of repeating the same god damned pattern over and over until he turned into dust.

Clara kissed him. She kissed him, and she sealed both of their fates, because now he would need her to love him, and anything, anyone he needed would eventually slip through his fingers.

She pushed him to the wall, and to the floor, and he clung to her, and soaked in her heat with the fervor of a man who wouldn't have been warm even if it had been the hottest of summers, because he suffered from a deeper cold. The Doctor was drowning in an ocean of loneliness, and self-loathing, and in his longing for intimacy he would force himself to forget for an hour that everything he touched would eventually be ruined.

If it was difficult to get through layers and layers of Victorian fashion, he didn't notice because the brush of his fingers against bare, smooth skin and a pair of soft lips against his lips, his neck, his collarbone made him forget.

After 300 years, at a time when it was probably least appropriate, the Doctor was finally able to lie back and enjoy himself.