A/N: Oh don't mind me, I was just leaving. I've left a titillating fic for you. ;) Un-betaed, if there are any mistakes please do not hesitate to let me know. Feedback is most appreciated! Enjoy! ;D

Disclaimer: I do not own Doctor Who or anything you recognize.


The Doctor started shedding off his clothes before he even reached his bedroom. He threw the door open, not certain if he closed it or not, and tossed his jacket onto his desk as he walked towards his bed. His tie was next, followed by his oxford. He kicked off his trainers and fumbled with his zipper, finding it unnecessarily complicated in his time of need.

Desperate need.

Not helping.

Finally rid of his trousers, he groaned and pressed himself through his pants with the heel of his palm. And it felt so good. After waiting so long, he was finally able to do something about his "condition." He had truly met his match. No one could completely undo everything he stood for like she could. Breaking almost every rule he had, demolishing every boundary he made, and cruelly twisting his emotions into a bundled mess.

Never had anyone made him want to run away so desperately.

And never had anyone made him want to possess something so strongly.

She made him ache; made him want to cling so much that he couldn't, wouldn't let go.

The only person who could break him.

And the only person who could make him.

Make him want her so badly.

Rose Tyler: tease extraordinaire.

Oh, she was a wicked one. All tight shirts and short skirts. Tights or stockings, hiding the skin he wanted to trail his fingers over. She just pranced around, bouncing in rhythm to the shaking of the TARDIS.

He imagined her walking seductively towards the bed. What would she wear?

Maybe a naughty nightie?

Or one of his oxfords?

Maybe some stockings? Yes, just like the ones she wore that time they tried to go see Elvis.

He cupped his balls, gently rolling them in his palm. He could just see her standing in front of him, trussed up like some sex goddess. Or, wearing nothing at all and still running on adrenaline from their last adventure.

That one was his favorite.

She would be all whispered words and sensual movements. He felt a jolt of arousal as he imagined her smiling at him with that tempting tongue of hers. She would be cheeky, teasing him about his lack of control.

And his almost uncontainable want for her.

He could imagine her straddling his lap, grinding down on his erection and he mimicked the action with his hand. Gasping, he rolled his hips, attempting to increase the friction. Every move she made, every gasp, every whimper. Wrapping his hand around himself, he imagined her enthralled expression; a euphoric visage. Tightening his fingers just right, he pumped slowly at first; light strokes, teasing just as she would.

He sped up. Pumping even faster, imagining that it was actually her warmth wrapped around him. His beautiful pink and yellow girl writhing above him in ecstasy as her muscles tightened around him.

Imagining that it was actually Rose moving above him, screaming his name as she came undone.

He felt his balls tighten as he reached his peak. A cry was torn from his throat as a powerful orgasm ripped through him. Body limp, the Doctor lay there in post orgasmic bliss, limbs too tired to move. Coming down from his high, he recalled the events that led to his unusually aroused state.

It started around noon, after they spent the morning just lounging about the TARDIS. Rose had been a complete minx that day. First she came bouncing into the console room wearing a short enough skirt that one gust of wind would reveal whatever lie beneath.

He couldn't help but stare at the expanse of skin the skirt revealed.

Rose blushed and he watched as color spread across her chest. Tearing his eyes away from her delightful appearance, the Doctor announced that they were going to a little moon circling around Hextofola, a planet in the Torrdeaf System. He wanted to show her the Dancing Lights of Appofola, a naturally occurring gemstone field. The gemstones were unique because of the chemical structure of the planet, which allowed the gemstones to grow to massive sizes. It was when the sunlight reflected off the gemstones just right that it caused a breathtaking display of colors in the evening sky.

Rose was excited about his pick. She grabbed a light jacket just in case and strolled out the TARDIS doors ahead of him. It was only after he left his ship that he realized he might have gotten the date a bit wrong, as well as the place.

Kintonas Prime.

The planet was right in the middle of a revolution against the monarchy. It was not as bad as some of Earth's revolutionary periods as there was hardly any bloodshed, but there was a great amount of suspicion going around and it wasn't surprising that the moment his ship appeared, the military surrounded it.

Rose was handcuffed and being led away by an officer. Another grabbed him from behind, cuffed him, and pushed him in the same direction. They were then led to a large building that the Doctor could only assume was the headquarters of this sector.

The Doctor tried to explain that they were just harmless travelers who happened to get lost. They didn't buy it. He and Rose were locked in a dark cell and, despite being almost pitch black in there, he promptly started pacing and complaining about being imprisoned for no reason. He explained to her that even during a revolution the people of this planet were not that hostile; normally they were very polite and generous. Really, the revolutionary period they were in was rather unusual for the people of this planet. They would not be put to death or anything, but they might receive a trial if there was any evidence of treason. As it stood, they were only being detained but they would be in there for a while.

And that really didn't sit well with one of the captives.

The problem was that the Doctor didn't like the idea of being stuck in a small, dark cell with Rose while she was wearing that skirt. It was bloody distracting enough when swished around her thighs, but having her so close to him with it riding up even further every time she moved made him want to throw caution to the wind and take her on the dingy cot in their cell. Or against the wall.

Eventually he got a bit restless and started chattering away.

At first, the guards warned him about being noisy, but he ignored them. They then threatened that if he couldn't be silent they would be forced to take action. The Doctor decided to push his luck and started ranting and goading the guards with rude comments.

Obviously they didn't take kindly to this.

The Doctor was then chained to the wall of the cell and the guards once again stated that if he could not remain silent and calm down, they would be forced to take more extreme measures. The Doctor was aware that the Kintonians abhorred bloodshed and violence if they could help it; they were all about controlling their actions. That also seemed to pertain to travelers too. Rose tried to get him to hush for a bit, maybe think up a plan. He didn't like being useless, especially in front of Rose, so he continued his irritated ramblings.

The guards finally had enough and gagged him.

He spent the rest of their stay grunting behind the gag and making unintelligible rude comments. Rose was trying so hard not to burst out giggling lest they do the same to her. The Doctor glared at her, not at all happy. This only made her shake harder from trying to contain her laughter. He slumped against the wall; at least they gave him enough room to sit down. He rattled the chains a bit, testing their strength. Maybe, just maybe, he would be able to yank them from the wall. Time lords were quite a bit stronger than humans so he might be able to do it.

Rose began to wander slowly around their cell a bit, checking for weak points. She must have discovered something under the small cot because she was trying her best to look at it without kneeling. Unfortunately, because of her short skirt, she couldn't get a good look without getting on her hands and knees. She turned towards him and gave him a pointed look.

"Doctor, can you look away for a minute?"

He blinked at her for a moment before nodding slowly, but didn't turn away. Rose lifted an eyebrow and smirked a little.

"That means stop looking, Doctor."

He blinked again before realization sank in and turned away as she kneeled on the hard floor. He heard the light scrape of her nails on the wall underneath the cot as she investigated what she found there. After a few more moments of her wriggling about on the floor, Rose exclaimed softly about something. The Doctor jerked his head up.

And got quite the eyeful of Rose's knickers.

Of Rose's sheer knickers.

Now that was just wasn't fair; he felt his trousers tighten on the spot.

Rose wriggled her hips even more as she drew closer to whatever she found and the Doctor was completely entranced by the dance of her bum. He was so distracted that he didn't notice she had stood up again until it was almost too late and quickly looked away.

"Alright then," she whispered in the small space, "I'm pretty certain that this tunnel leads straight towards the main floor, but it's a bit cramped so we'll have to crawl. I'll go first and see if I can get your sonic screwdriver back."

The Doctor rattled his chains in protest about her going alone, but she ignored him and pushed the rest of the earth out of the way of what looked like a well designed tunnel. That was interesting. She slowly made her into it and was soon gone from the Doctor's sight.

After a painfully boring half-hour, and a surprising lack of observation on part of the guards, Rose crawled back into the cell covered in dirt. She was wearing his brown jacket and in her hand was his sonic screwdriver. If he wasn't gagged and chained to a wall he would have kissed her.

Which lead to some other thoughts about what he might do.

Not helping.

Rose quickly unlocked the cuffs and removed his gag, but put her finger to her lips to warn him about keeping quiet. He smiled and mimicked her gesture.

Making sure that the guards weren't watching and again surprised by their lack of supervision, they shuffled over to the wall with the tunnel.

Rose stated that the Doctor should go first and he complained that it would be much safer if he were behind her, just in case the guards chose to follow them. Not that he had any ulterior motives or anything. Nope, none at all.

She huffed but chose not to argue. She probably thought that it was too dark for him to see in there anyway and they would only be able to rely on feeling their way through. Rose was not aware of how good his eyesight was, even in dark tunnels.

Getting on her knees, and that wasn't a thought he needed to entertain at the moment, Rose crawled into the tunnel ahead of the Doctor with him right behind her.

They had been following the twists and turns in the tunnel for a while as he ardently tried to ignore the enticing image in front of him.

She stopped and he had been so caught up in his thoughts that almost ran into her.

That's when he noticed something.

She was aroused; he could see it from the way her knickers clung to her.

He had to shuffle back lest he became too overwhelmed by her scent. This was cruel; he instantly regretted not going first. What had he been thinking? Oh, that's right, he'd been thinking about 'not' thinking about what he was currently thinking about.

That was confusing.

He most certainly was not thinking about how he could see right through those knickers in graphic detail. Very graphic. Obscenely graphic.

He groaned.

"You alright? Didn't hurt yourself, did you?" Rose's muffled questions caught him off guard.

"Yeah! Fine!" he squeaked loudly before she shushed him in warning.

She was looking for something, but the Doctor was getting a little worried at how long it was taking.

"Um, Doctor?"

"Yes?" his voice was breathless.

"Can you, um, can you give me a boost? There's a ledge here but the last time I did this it took me ten minutes to get the leverage."

The Doctor could just tell that she was biting that plump bottom lip of hers sheepishly. He was hard as it was and he very nearly came undone at that thought. Licking his lips he responded, "Yeah."

It came out much huskier than he meant it too, but it caused Rose to shiver a little. Could she be…? Shaking his mind free of those thoughts the Doctor put it down to the chill permeating the tunnel. She was only having a natural reaction to him being the only male she really had close contact with and not from wanting him in particular.

He felt his arousal subside a bit.

Well, that was a sobering thought, wasn't it?

Why would his beautiful, young companion want anything to do with a sexually frustrated, not to mention really old, Time Lord such as him? It was foolish to even hope for her affections beyond friendship as it would only lead to heartache in the end.

The tunnel was tall enough for him to rest on his knees as his head just skimmed the ceiling. The Doctor was able to grasp Rose around her hips and, using his superior Time Lord strength, lifted her high enough to put a leg over the ledge. Just a few seconds after he released her hips she slipped a bit and the Doctor's hands shot up to brace her. He got a handful of Rose's bum and, oh, well, um, that was, he hadn't meant to grab her there but there wasn't much time to avoid it and, and, bugger.

His trousers were unbearably tight.

Rose let out a little squeal as his fingers grazed a very sensitive part of her. Her weight forced his fingers to push against her through those naughty knickers she was shamelessly wearing. He was beginning to think that she had planned this.

Rose began to wriggle against his hands as she attempted to once again get her leg up on the ledge. It was taking longer than last time; she must be at a bad angle. The Doctor adjusted his grip and her knickers shifted and there was no longer a barrier between them.

They both froze.

The Doctor did not dare breathe. Oh no, this was bad. Very, very bad. What was she thinking? What if she was completely disgusted by his actions? He hadn't meant for this to happen, he was just trying to help!

Rose then pushed her leg completely on the ledge and shakily crawled onto the upper level of the tunnel and the Doctor found his hands free of the very soft and supple weight of one Miss Rose Tyler. He could feel moisture on his fingertips but did not dare think more about it.

Nope.

Not even going to consider it.

Rassilon, this was torture.

Being taller than Rose made it easier for the Doctor to push himself onto the ledge. He followed after her at a larger distance than before because he needed to keep himself from doing anything else incredibly stupid.

The two of them remained in complete silence until they reached the end of the tunnel and climbed out into a storage room. There were a set of unmanned doors down the hall that they easily escaped through. They made a quick dash towards the TARDIS that, thankfully, was not far away.

They barged through the doors and Rose exclaimed that she needed a shower after getting covered in all that dirt. She gave him a quick smile and was quite flushed; he couldn't tell if it was from the running or what happened earlier. She quickly excused herself from the room.

Now the Doctor lay on his bed contemplating what the earlier events could mean or if they should mean anything. Really, they could just pretend it never happened and go about their lives without ever mentioning it again, but the Doctor knew that he would not be able to stop thinking about it each time she wore a skirt.

His mind swirled with all the possibilities, but he was too exhausted to come up with a solution.

The Doctor drifted to sleep fantasizing about Rose and those deliciously wicked knickers.

However, he wasn't the only one having some salacious thoughts about the day's events. Oh no, a certain human companion of his was relieving her own tension after hastily leaving him in the console room.