The Doctor woke up to the feeling of soft, full lips pressing kisses across his bare chest. He opened his eyes, giving Rose a sleepy smile as he watched her. "Someone's up early." he murmured, reaching up his hand and gently brushing his fingers through her long hair. It was oddly neat for her having just woken up. Usually it looked like a haystack on her head.

"I couldn't really sleep." Rose smiled against the Doctor's skin as she pressed more kisses to it. "I haven't been awake very long though." She pulled herself up a bit and pressed a soft kiss to the Doctor's lips. It was then that the Doctor knew something was up. Her kiss tasted of mint, like she'd recently brushed her teeth. He pulled back from the kiss, running his eyes over her and observing. Her hair had been fixed, her teeth had been brushed, there was a bit of eyeliner under her eyes, and he was pretty sure that she was wearing a different pair of pajamas then when she went to bed.

"Well, for someone who hasn't been up long, you're quite dolled up." He smirked at her as he watched her sit back, folding her legs and sitting on the bed Indian style. A blush was creeping across her cheeks, and the Doctor sat himself up as well, reaching out to take one of her hands. "What is it, Rose?" he asked, lightly gliding his thumb across the top of her hand. Rose smiled shyly, looking down at the bed and pulling at a loose thread in the blanket.

"I was just thinkin' maybe we could..." She bit her lip as she trailed off, letting her eyes glance up at the Doctor. He was staring at her, confused, not quite taking in her meaning. After several quiet seconds, it finally dawned on him.

"Oh.. Oh! You want to..." He laced Rose's fingers through his as she lifted her head to fully look at him, the shy smile still playing across her lips. "Oh, Rose." He said, gently, bringing her hand up to his mouth and kissing it. "You know there's nothing else in the entire universe I'd rather do, but.." he hesitated. "Are you sure?"

Rose took a deep breath after he asked his question. They'd talked about this before, ever since they started having a romantic relationship. Rose was still a virgin, and she had wanted to make sure she took her time before she and the Doctor crossed that line. The Doctor had completely agreed, of course, always wanting Rose to feel comfortable. It had been decades since he partook in that kind of relationship anyway, he had absolutely no problem waiting a bit longer.

Rose nodded as she spoke. "Yeah." Her voice was quiet, and the blush spread deeper across her cheeks. "I know that I want this experience to be with you, and I really do think that I'm ready for it." She bit her lip nervously, searching the Doctor's eyes to try and tell what he was thinking. He smiled warmly at her before leaning forward and placing a soft kiss on her forehead.

"Alright." His voice was soft, and brushed a strand of hair away from Rose's face as he gazed into her eyes. "As long as you're sure you're ready, Rose Tyler." He smirked as a Rose's shy smile turned more confident.

"I am." She only let about two more seconds pass before her lips were crashing into the Doctor's. She had caught him a bit off guard, and he couldn't help but laugh into their kiss as he steadied himself.

"Now, now, Rose, there's no need to rush." He pressed a soft kiss to her lips before slowly kissing up her jawline and down to her neck. He nipped lightly at the skin right under her ear, smiling against it as he heard her elicit a soft sigh. His teeth gently tugged at her earlobe before he whispered to her, his lips barely brushing against her ear as he spoke. "If I do anything that's unwanted, just let me know. This is for you, alright? What you say goes." Rose nodded as she let out a shaky breath, loving the feeling of the Doctor this close to her. The Doctor pressed one more soft kiss on her neck before leaning back and meeting her eyes.

"Lay on your back, Rose." he commanded, reaching out and softly cupping her cheek. Rose's breath caught in her throat as a sudden warmth ran through her, his command lighting the spark that would carry her through the next while. She nodded as she licked her lips nervously, the blush continuing to spread in her cheeks as she crawled around the Doctor and made herself comfortable on the bed beside him. He smiled down at her, and Rose couldn't help but let her tongue touched grin shine through as she waited for what he'd do next. She was incredibly nervous, but excitement boiled up in her as well.

The Doctor crawled onto his knees, still towering over Rose as she looked up at him from her spot against the pillows. He place on hand on her knee and pushed gently, letting her know that she needed to spread her legs. Once she had, he placed himself between them, nestling in between her thighs as he propped himself on his elbows to keep from putting all of his weight on her. He gave her a playful smile before he pressed his lips to hers, capturing them and pouring every ounce of love he had into the kiss. He kissed her for a long while, their lips and tongues working with each other as soft moans and sighs occasionally escaped their lips.

It wasn't long before the Doctor could feel Rose start to squirm beneath him, slowly arching and pressing her hips against his in search of friction. He trailed kisses down her neck as he inhaled deeply, catching the strong scent of Rose's arousal as it slowly filled the air. The scent caused his hardened length to twitch in his pants, and he soon found himself pressing his hips back into hers, causing her to let out a satisfied moan as her eyes slipped shut.

Rose's eyes immediately snapped back open as she felt the Doctor start to move away. She watched him, her eyes glued to his as he sat back and studied her. She could feel her blush deepen under his gaze, and she was just about to look away when he reached forward and slipped a few fingers under the hem of her night shirt. Her heart pounded in her chest, and she couldn't help but wonder why he was staying still, his fingers lightly brushing her skin but not pulling up the fabric. It was after a second or two that she realized he was waiting for her permission, not wanting to rush her. "Go ahead." She whispered, sitting up and giving the Doctor room to tug off the shirt. She shivered lightly as the cool air of the room hit her newly exposed skin, but the chill was immediately masked as warmth ran through her. The Doctor's eyes were glued to hers, a dark tint shading them as he took in another deep breath.

He came forward and kissed her again, guiding her back down onto her back before trailing kisses down her neck and chest. He paused when he reached her breasts, scanning them with his eyes a moment before bending his head and taking one of her nipples in his mouth. Rose gasped at the sudden feeling of his tongue trailing across the hardened bud, and she let her eyes slipped closed again as she brought her hands up to tangle her fingers in the Doctor's hair. She felt the vibration as the Doctor moaned against her skin, a reaction brought on by her nails skimming roughly across his scalp. He moved his mouth to the other breast a few moments later, giving it the same attention and once again feeling Rose begin to squirm beneath him.

He released her breast and raised himself up again, looking down at her and seeing the lust that was filling her eyes. "Rose, remember what I said." He bent down and pressed a soft kiss to her exposed stomach. "If I do anything you're not ready for, just tell me to stop." He brought his eyes back up to meet hers, waiting for her nod of confirmation before turning his attention back to kissing her stomach. He trailed the kisses downward, his lips and breath sending pleasured jolts through Rose until he stopped, just above the elastic of her pajama bottoms. Rose's skin seemed to tingle with anticipation as the Doctor's fingers slipped under the elastic, gently tugging her pajamas and knickers down while he continued to press kisses to the newly exposed skin.

When all her clothing was gone, Rose suddenly felt the need to cover herself. No one had ever seen her like this, and she couldn't help but feel self-conscious as the Doctor continued to place soft kisses across her hips. As if sensing her nervousness, the Doctor suddenly stopped, crawling back over Rose and giving her a gentle kiss on the lips. "You alright?" he asked, reaching out and brushing a piece of her behind her ear. Rose nodded, feeling her hands shake a bit as she tried to make herself seem more confident.

"Yeah." She smiled at him, meeting his eyes and seeing all the love he held there. "I'm alright, I just... it's just new." The Doctor smiled before kissing her forehead.

"I know it is." He gave her another kiss. "But I love you, Rose Tyler. You don't need to be nervous in front of me." Rose beamed a smile at him before grabbing him and pulling him down for a proper snog. It wasn't often that he could get himself to say the words, and the fact that he'd allowed himself to say them now, during such an important moment, meant the world to Rose. It didn't take long for the kiss to turn heated, and once again the Doctor began to travel downwards.

He could feel Rose's legs shaking a bit as he pressed needy kisses to the insides of her thighs. He knew she was still shaking from nerves, and no matter how much he tried to comfort her, she was still going to be nervous. He really couldn't blame her, it was just something that they would have to take slow.

Rose closed her eyes and rested her head back against the pillow as the Doctor kissed her thighs. Though she hadn't ever experienced it personally, she knew the next step in this process, and her body trembled with anticipation. She didn't have to wait long before she felt the Doctor's tongue gently slide up her slit. She gasped at the sensation, her body naturally reacting by lifting her hips, searching for more. The Doctor's hands found Rose's hips and pressed down, pinning her to the bed as he ran his tongue through once again, this time making sure to let it glide across the small bundle of nerves that would eventually make Rose come undone. "Oh god." Rose sighed, her hand reaching down to once again tangle her fingers in the Doctor's hair.

The Doctor worked her with his mouth, humming every once in a while so that the vibrations would run through her and drive her mad. He licked lower, satisfied with the moan he heard from Rose as he entered her with his tongue. She was still trying to buck her hips, and he pinned her down even harder, his own arousal growing as he took in how much pleasure he was giving her. He wanted nothing more than to take her right then, climb on top of her and make her his, but he needed to do this right. He needed to take things slow for her, so he continued to press his tongue into her entrance, loving the sounds that were escaping from her mouth. After a few moments, he released one of her hips, bringing his hand down and pressing his thumb against Rose's clit. She moaned and bucked once again, and the Doctor moved his thumb in a circular motion, bringing Rose up to the very edge. It didn't take long before he felt her shudder as her orgasm hit, and he gently licked her folds and lightly continued to move his thumb as he brought her down from her high.

Rose's breath came out in heavy pants as she fought to compose herself. She had never been given an orgasm by anyone but herself, and she still felt like she was floating on a cloud. After a few moments, she gripped the Doctor's shoulder, grinning as she pulled him up and pressed a playful kiss to his lips. "That was lovely." She panted, giving her tongue touched smile as she traced one of her fingers across the Doctor's chest.

"Oh, yeah?" The Doctor grinned smugly, bending his head and pressing a feather light kiss to Rose's temple. "You should see what else I can do." Rose smirked.

"I'm plannin' on it." She locked her eyes with the Doctor, and it seemed like all the lust that had built up was suddenly flowing right between them. The Doctor's eyes went dark and they traveled to look down her body as he reached to undo the tie on his pajama bottoms. Rose's hand beat his there, and he couldn't suppress the moan the escaped him as she fondled him through the thin fabric.

"Rose." He moaned, leaning forward and nibbling at her earlobe. "I need you to be sure you're ready for this. It's alright if you don't want to. Just be sure." He gave her several soft kisses down her neck, pausing to hiss in a breath as she squeezed him through his clothes.

"I'm ready, Doctor." She finally released him and brought her hands up to touch his face instead. "I want this."

The Doctor lifted his head, gazing into Rose's eyes to make sure she truly meant what she was saying. He didn't spot any sign of hesitance in them, and after giving her a silent nod, he moved away from her, kicking off his bottoms and pants before crawling up over her once again. He reached down between her thighs, running his fingers through her folds to make sure she was still wet for him. Rose moaned at the contact, and the Doctor quickly swallowed it up by placing a hungry kiss on her lips. He continued to kiss her as he removed his fingers from her and wrapped them around his erection instead. He stroked himself a few times before guiding himself to her entrance. He heard Rose's breath catch as he gently nudged the head against her opening.

"It's alright, Rose." He whispered, his breath tickling her neck as he placed a soft kiss there. "I'll go slow, I promise. If it hurts, just tell me and I'll pull back. Just try to relax and trust me." He felt her nod as he nipped at her neck and he soon lifted his head, gazing down at her as he shifted his hips forward a bit more. The head of his shaft barely began to enter her, and he could once again feel Rose begin to shake underneath him. He tried to calm her with soft kisses, pressing them lightly across her face and temples.

After a few moments, he pressed himself in a little further, and he heard Rose's breath hitch once again as he was met with some resistance. "It's alright." He whispered again, gazing down at Rose as he continued to press forward. After a moment, the resistance gave way, and the Doctor had to keep himself from letting out a moan at the same time Rose gave a sound of discomfort. "Shh, it's okay." He soothed, finally letting go of himself and using his free hand to gently brush Rose's hair out of her face. "Are you alright?"

"Yeah." Rose let out a shaky breath. "It just hurts a bit." She felt another blush cross her cheeks.

"Do you want me to stop?" the Doctor asked.

"No." Rose quickly assured him. "It's fine. Keep movin'." She dug her nails into the Doctor's shoulders and he pressed further into her. The pinching pain of her getting use to the intrusion was uncomfortable, but she knew that if she just let him take his time, pleasure would start to follow soon. Only a few moments past until she was fully filled, and she once again winced at the discomfort that came when he began to pull back out. He slowly began to push himself in again, and after a few minutes of slowly going back and forth, Rose was pleased that the pain had finally dispersed. She pressed a hungry kiss to the Doctor's lips as she wrapped her legs around his hips. She wanted him to know that she was fine now, and he didn't need to be gentle with her anymore.

It didn't take the Doctor long at all the get Rose's hint, and he immediately began to quicken his thrusts, closing his eyes and finally allowing a moan to escape his throat. He listened to the moans and whimpers that were escaping from Rose, and he once again felt warmth pool in his stomach at the thought that he was the one causing her to feel this way. A low growl escaped his throat as he gripped Rose's hips and began to pull her to him at the same time he'd thrust into her. They both cried out at the sensation, and it wasn't long before the Doctor could feel the coil in his stomach begin to tighten, searching for a release.

He removed one of his hands from Rose's hips, bring it down to roughly rub his fingers across her clit. She cried out at he touched her, and her hips bucked to try and take in all the contact she could get. The Doctor listened as her breathing began to change as he matched up his thrusts with the movements of his fingers. He could tell she was getting close, and he was going to make sure she got there first. "Cum for me, Rose." He growled, all the gentleness from his earlier voice now replaced with lust for his pink and yellow girl. The thrust of his hips was starting to losing it's rhythm, his movements becoming frantic as he chased his release. "I know you're close Rose." He increased the pressure of his fingers on her clit. "Now cum."

The coil in Rose's stomach tightened as she listened to the Doctor's command, and it only took a second or two longer before it snapped, causing her walls to sporadically tighten and flutter around The Doctor's cock. The Doctor only gave two more deep thrusts before he was crying out, pressing himself as deep as he could go as he finally allowed the coil in his stomach to snap as well. He gave gentle thrusts as he came, helping he and Rose both to slowly come down off the clouds.

They both burst into a light fit of giggles as the Doctor collapsed onto the bed next to Rose. All the nervous tension that had been eating away at her was gone, and she just felt light as she snuggled against her Time Lord's chest.

"Now that was lovely." Rose grinned, closing her eyes and listening to the Doctor's hearts still beating quickly in his chest.

"Told ya you should see what else I can do." He craned his neck to press a kiss to the top of her head before letting his own fall back against the pillows. They both laid there in comfortable silence, sleep threatening to take over the both of them. "Are you alright?" The Doctor whispered, gently running his fingers through Rose's now messy hair. Rose lifted herself up on one arm and turned to face him, meeting his eyes as a smile crossed her face.

"I'm perfect." She pressed her lips to his before going back down and resting her head on his chest again. "I love you, Doctor." The Doctor smiled sleepily.

"I love you too, Rose." He grabbed the blanket and pulled it over them. "Now let's get a little more sleep."