Written as a fic/art trade with PharoComics. Hopefully she enjoys it! I'm not sure I really fulfilled her prompt though... But I did actually have a lot of fun writing it. I apologize for the sex scene though if it's bad. they are not my strong suit.

Prompt: Smut between Peter Capaldi (Doctor or not) and me (or my OC).

Disclaimer: I own absolutely nothing! Obviously, I don't own Doctor Who or any of the characters from there. And Pen is property of PharoComics.


He'd brought Clara to this planet promising shiny baubles and an eclectic throng of "people." According to her, he'd delivered. He'd intended it to be a sort of bonding adventure, something to foster a reconnection since his regeneration, yet, somehow, he still found himself alone. Clara had insisted on exploring the "women's only" district, and while the Doctor knew Clara had not meant it maliciously (the girl barely seemed phased by his new form, different as she was herself), he still couldn't help feeling rebuffed. He had been given a specific time and place for them to meet up, and then she had run off some place he could not follow. While it was (hopefully) far less permanent than other times he had been left, it still left an acrid taste in his mouth.

He found himself exploring outside the city walls, having seen the bazaar more than enough times before. Outside the hustle and bustle of the city, the planet really was a remarkably breath-taking place- large trees that grew blue leaves and large fruits that glowed, along with crystalline lakes that glistened in the surrounding light. It was exactly the serenity the Doctor had needed since his regeneration.

There was something dark about this form, something similar to his ninth form, but also so much more. It was frightening to him after the easy-going personality of his last form. This was a way he especially did not want Clara to see him.

After making it to the shore of the lake, he took a seat on one of the multitudes of large rocks surrounding the area. Hoping to clear his head, he made to stare into the depths of the water. Instead, he was distracted at the reflection of his new face. The Doctor liked to think he wasn't vain (and oh how he could hear the voices of his past companions mocking that), but after appearing so young for so very long, he found it quite jarring to suddenly look so old.

He snapped to attention upon suddenly hearing a rustling from the trees behind him, jumping up and whirling around to point his sonic screwdriver in the direction the noise had originated from.

"Who's there!" he called.

"It is I who should ask you," a lilting voice answered from the darkness.

"I asked first," the Doctor responded, wincing as he realized just how juvenile that sounded.

The voice giggled. "As you wish, outsider."

One of the oddest women he had ever seen stepped out from between the trees- skin pure white; green eyes with black where the white bits should be; long, jet black hair; and completely naked.

"My name is Pen," the woman said with an amused smile. "Now, I believe I asked your name."

"I am the Doctor," he responded gruffly, sonic still aimed steady at her.

"Well, Doctor," she purred, smile growing larger, "What brings you out here? So few leave the city walls."

She'd walked closer to him, seeming to be inspecting him. He watched her suspiciously, sonic following her movements.

"The city was too loud," he answered. "I needed a place to think."

Pen tilted her head to the side, almost appearing sympathetic.

"And you?" the Doctor demanded.

The smile fell from Pen's lips entirely as she looked down and away from the Doctor.

"I... am in mourning," she responded flatly.

The Doctor lowered his sonic slightly. "My condolences."

Pen laughed bitterly. "Do not be too sorry, for it was I who killed him."

The sonic screwdriver immediately went back up, the Doctor stiffening.

Pen glances up at him through dark lashes and chuckled. "Well, don't look so scared. After all, I've no reason to harm you."

"But you had reason to harm him," the Doctor demanded.

Pen threw back her head in a humorless laugh that racked her whole body. When the laughter died down enough for her to speak, she looked at the Doctor with bitterness seeped into every line on her face, but still, she wore that eerily amused smile.

"I would not have done it without reason, dear Doctor," she purred.

"And what would that be?" he ventured.

"So nosy," she said, clucking her tongue, "but, if you must know, he betrayed me."

The Doctor narrowed his eyes. "But you still mourn."

"Of course I still mourn! He was my mate! He was to be by my side through all our days! It was his choice! He chose to abandon me! He chose his fate!" She was breathing deeply, eyes deep and haunted.

The Doctor stood rigid, watching Pen warily, sonic still aimed.

It was silent, save for the woman's labored breathing. A tense minute passed by before she got her breathing under control, and when she finally did, she looked up into the Doctor's eyes with a smile so licentious that it made his skin crawl. His grip on the sonic tightened as she slinked towards him, but he found himself unable to actually move.

She placed an inhumanly smooth hand to his cheek, caressing.

"You would make for a fine distraction from the heat, however," she purred.

The Doctor's eyes narrowed in defiance. "What are you? What have you done to me?"

Pen chuckled, a light, airy noise.

"Wouldn't you like to know?" she teased before leaning in to kiss him.

Still unable to move, his only line of defense was to remain unresponsive to her efforts. She pulled away with a pretty, if not obviously fake, pout.

"It's no fun if you don't play along," she simpered.

The Doctor glared down at her, the expression truly terrifying on this new face. Pen's lips turned up into a cruel smirk.

"I've ways to make you want it," she promised, and before the Doctor could even open his mouth to disagree, her hand was on his forehead, and then, suddenly, the scenery changed.

He was in the TARDIS, and before him stood Rose, staring up at him cheekily, bottom lip caught between her teeth. He felt he was forgetting something, had been doing something else, but it hardly mattered anymore with Rose's arms around his neck and her lips on his.

He was sitting on the edge of a bed, and the Doctor struggled to remember how they had gotten from the control room to here. The thought slipped through his as a very naked Rose climbed into his lap. Her mouth quickly latched on to his, all hungry tongue and teeth. It was going too fast; he felt he was drowning in the inability to keep up.

He grabbed her biceps, the feel of her smooth skin under his fingers sending an electric thrill down his spine, and reluctantly pushed her away. She caught his bottom lip in her teeth, obscenely pulling on it as she was pushed away, causing his cock to twitch in response.

With her still in his lap and held at arm's length, he finally managed to get a good look at her, and his breath caught. She was beautiful, all soft skin, her pert breasts rising and falling with her breathing. This was Rose, and it was perfect. It was more than perfect; it was more than he had ever dared to hope for.

As his eyes slid back to her face, he caught sight of the mirror on the wall behind her. Over Rose's shoulder, his new face stared back at him. He turned his head away, no longer able to bring himself to look her in the eyes.

"I'm sorry, Rose, I've changed," he whispered.

Her hands slid from his shoulders to his cheeks, and she gently turned his face back towards her's.

"Hey, look at me," she said so softly, so warmly, that he had to obey.

She was smiling at him, love sparkling in her deep eyes. "No matter how many time you change, you're still the Doctor- my Doctor."

And then she leaned in to kiss him again.

It was much softer this time, slower. Her hands found her way into his gray hair, clutching and turning his head to deepen the kiss, her tongue swiping softly across his mouth. He answered her silent request, mouth opening, his own tongue meeting her's.

His hands found their way to her hips, drawing from her a needy little mewl. The spark of wanting that had been smoldering in his stomach fully ignited at his pink and yellow human making such a sound. He groaned, fingers tightening on her hips. He found himself distantly hoping he left bruises there, something to show she was his. It was a dark and primal thought that, in his current state, he couldn't shy away from.

Rose broke the kiss, staring mischievously into his eyes and playing with the short hairs at the nape of his neck in a way that sent a pleasant thrill down his spine. His hands slid to cup her round ass, giving it a squeeze. She hummed in pleasure, eyes fluttering shut as she rested her forehead to his.

"Want you," she murmured, tongue darting out to wet her drying lips.

"Then have me, you shall," the Doctor promised gruffly, leaning in to kiss her again.

He lifted her hips and settled her down on his dick. He broke away from the kiss with a pleasured hiss, the feel of her hot and tight around his throbbing member almost too much to bear. Rose moaned wantonly, wriggling around in his lap as she adjusted to him.

The Doctor's head fell to her shoulder, mouth latching onto flesh, alternating between sucking, biting, and licking as he waited for her to be ready.

Rose attempted to raise her hips, not getting very far with his grip still tightly holding her in place.

"Doctor, please," she begged weakly.

The Doctor administered one last nip to his companion's now bruised skin, eliciting a sharp gasp from her, before slowly lifting her almost completely off of him before quickly bringing her back down. Rose couldn't hold back the cry of pleasure that escaped her mouth.

He kept up this pace- long, slow strokes up, and quick jerks back down, enjoying how it made Rose come undone. Her head was thrown back in pleasure, long, smooth neck on display, as she moaned for "more" and "harder, faster, please God, anything."

One of the Doctor's hands reached up to tangle in her messy blonde hair, pulling as he fastened his mouth onto her pulse point.

"God, yes!" Rose sobbed out, one hand pulling at the Doctor's hair and the other tightly gripping his shoulder. Using that grip as leverage, she took immediate advantage of her new-found freedom to speed up the pace, bouncing enthusiastically on his dick.

With an animalistic growl, the Doctor flipped their positions, throwing Rose on to the bed so that she was lying on her back and he was towering over her. Grabbing both of her thighs, the Doctor bent Rose in half and began driving his hips relentlessly into her's. She was all but screaming as he found her G-spot with every thrust. Her hands were scrabbling for purchase anywhere- the sheets, the Doctor, anything to hold her steady as the Doctor fucked her into the mattress.

With a sharp cry, Rose came violently, back arching and body stiffening, eyes rolling to the back of her head in unadulterated bliss. With a few more thrusts, the Doctor's own climax hit, his eyes falling shut in ecstasy.

When he reopened them, he was no longer in the TARDIS, but back beside that lake. And it was no longer his beautiful Rose beneath him, but Pen, smirking up at him with a glazed expression.

The Doctor quickly scrambled up and away from her, feeling ill as the reality of what just happened ran him over.

Pen slowly rose, limbs uncoiling like a sated cat.

"How?" the Doctor demanded, voice wavering.

Pen chuckled, staring at him in an odd combination of amusement and pity.

"Come now, Doctor, don't act as though you didn't enjoy it," she purred.

"It- it wasn't you!" he stammered.

Her expression turned more solemn. "No, I suppose it wasn't."

Her mouth twisted back up into a smirk. "You were certainly into her, whoever it was. So much guilt though! 'I've changed, Rose.' What does that even mean?"

She was mocking him, and the Doctor just felt as though bugs were crawling under his skin.

Pen stretched her arms above her head. "Anyway, I should be off."

As she passed him, she ran her knuckled down the side of his face. When he violently jerked away, she simply laughed and kept walking.

When she was behind him, he heard the oddest noise, like bones shifting. He turned, but Pen was no longer there. Instead, there was a unicorn, all white with a black mane and tail, and green eyes with black where the white parts should be.