His room wasn't as magnificent was some might think. He kept a bed, for those few nights he slept, and for the times when his thoughts became too much, too boisterous, and he had to silence them in solitude. There were books and paintings and an assortment of items from across the universe strewn about that he never bothered to tidy, and he sighed as his eyes refused to close despite the exhaustion he felt in his bones.

Maybe he was getting old, he considered, tucking his palms underneath his head as he continued to stare at the ceiling. Or maybe he needed a distraction. A planet. A visit to a new species, or a visit to an old one, or, he smiled, a trip to the edge of the cosmos to ponder on all of creation and choose where he'd take her next.

And he knew that was it.

That simple thought hiding the complexity of a process going on just behind his eyes – where would he take her next. He didn't understand why it seemed so important. Why this woman could make him second guess himself and look to her for approval. But then, he did. It was a small turn of his stomach when she entered a room, and a quickening of his hearts when she touched his arm, and a dizzying happiness that tickled his mind when she smiled in his direction.

The door to the Doctor's bedroom opened slowly and he glanced sideways at the brunette pushing it closed behind her, idly making her way towards him, her steps shuffled and tired, her hair disheveled, falling over her shoulders and covering half of her face. She bent at the edge of the bed and slipped her fingers underneath the covers, sliding them back before settling herself in beside him.

"Clara?" He questioned, voice breaking lightly as he watched her cheek nuzzle the pillow as a grin spread over her lips. The Doctor repeated her name, remaining frozen to the spot in the middle of the bed, aware that her knees slid up against his thigh and were now resting there, just as her fists were curled against the underside of his right arm, her head lying just underneath it.

She sighed, "The Tardis keeps moving my bedroom."

"Oh," he replied quietly.

"I'm tired of looking for it," she continued.

"Uh, huh," he managed.

"I found a bed."

"Yes," he told her.

"It's mine now," she muttered.

Slowly shifting, the Doctor brought his arms down carefully and turned on his side to look at her, eyes closed, dark hair fanned out over the pillow as she continued to sleep comfortably. He managed a chuckle, lifting a finger to chance pushing haphazard strands of chestnut behind her ear and she inhaled deeply before she blinked up at him, cheeks suddenly burning, but she remained still, simply staring up at him.

"It's yours," she realized.

"It is," he replied.

"I didn't realize you had a bedroom," she admitted, gaze shifting slightly before snapping back to him and she edged up on her elbow, giving him an embarrassed smile before gesturing towards the door, "I'll go die somewhere now," she mumbled.

The Doctor caught her shoulder, stopping her from rolling aside as he laughed, "Clara, no, wait."

Her lips pressed together awkwardly and she nodded, "Doctor, I really should find my bedroom."

"But that Tardis has moved it," he knew, because she'd just told him, and it amused him.

She shrugged, mouth tugging to the side to display the dimple there. "I'll find it eventually."

He gave her shoulder a squeeze and dropped back down onto the pillow. "You need rest."

"You're inviting me to stay?" She questioned, glancing at the hand that had slid to a stop at her elbow.

With a sigh, he nodded, "I'm inviting you to sleep."

"Sleep.. with you."

The words emerged as erratic as the Doctor's hearts were beating and he nodded, eyes finding the pillow beside his before he repeated, "You need rest." He watched her as she considered him, eyes surveying the room and then roaming over his body before finally finding his and she slowly inched back down onto the pillow as he lifted the sheets to her shoulder. "Sleep," he instructed.

Clara nodded, but her eyes remained open, looking over his face. "You sleep, I didn't think you slept."

"I thought you were tired," he pointed out.

"I was," she admitted, "I was."

He smiled, "Not tired anymore?" He then added, "It has been a long day."

"I'm sorry," she winced, "You're trying to sleep – you never sleep, I imagine this is… you really need your rest and I've interrupted it."

With a shake of his head, he told her on a whisper, "It's fine, Clara, just close your eyes."

"You don't wear the bow tie to bed," Clara told him absently before a hand slipped up to her face, covering it as she muttered another apology from behind her fingers. "Of course you don't."

"Why would I?" He laughed.

"I just, I don't think I imagined you would sleep in anything but the coat, the bow tie… I don't," she glanced up at him quickly, "I don't imagine what you sleep in, it's just, if I were to…" she pulled the covers over her face and told him, "I'm sorry I'm quite beyond delirious at the moment."

He tugged the sheets down and smiled at her, watching her face squirm with embarrassment, "Just boxers tonight," he told her, taking pleasure in knowing he'd caught her off guard, in a moment when she didn't have a quip prepared, or a look of mockery meant to stain his cheeks red. "And you," he laughed, lifting the sheets quickly for a stolen peek at the long pants and tank top. "Ah, not quite fair, you've got more on than me."

And his face froze in an awkward smile as soon as the words left his mouth because it sounded like he'd rather like to equalize their clothing situation and, in that second he considered it, he imagined it. Her lying beside him in shorts with no top, a pair of wildly colored socks adorning her small feet as she nestled them against his, and his body gave a small jerk as she stared at him.

"Not that I…" he started, vision darting away before coming back and seeing a knowing grin on her sleepy face and he flustered, shaking his head. "Not…" he started again.

Clara was laughing now, the sound barely leaving her throat, and something about it aroused the Doctor in a way that was not appropriate with her lying so close to him. He brought a hand under the covers to press at himself, almost willing the expanse of muscle to stop, but he knew it was no use; he'd have to turn away, roll over and think of wood. OF FURNITURE. Of grass and blankets and puppies and anything innocuous that wasn't Clara's bare arms, or the sliver of her stomach revealed between the thin top and the waistband of her pants or…

"I'll go," she told him with a huff of laughter, "This is definitely too much for you."

Reaching out, he caught her by her waist, fingers gripping skin and pulling her back to him, shocked by the sudden closeness as she lay pressed against him, eyes wide and searching. "Sorry," he told her, "I just... didn't want… you to go…" his mind faltered as she shifted slightly, brow furrowing.

"You sleep with your Sonic?" Clara asked him, grin pleasantly spreading on her lips as her hand slipped underneath the covers, reaching to retrieve the offending object.

Until he shook his head and informed her, "That isn't my Sonic." Her palm stopped its downward descent, resting anxiously at his waist.

"Oh," she managed, then her eyebrows climbed slowly over her eyes, "Oh."

"Sorry," he muttered, his hand loosening its grip on her, but she remained. "You have a way of… you're quite beau… And I've not much exp… I'm sorry."

"Oh," she repeated again, fingers curling around his side before she asked curiously, "Were you… I mean, before I came in, were you…" she refused to ask the question, only nodding as though he might understand.

And for a moment he nodded, then looked perplexed.

"Were you masturbating?" Clara asked bluntly, breath sending his bangs away from his eyes.

He laughed, "No, no, no, this is all you," he answered on a relieved sigh, before realizing his words might have been worse and he clamped his mouth shut and stared as she slipped back slightly.

"All me?" She said calmly, then whispered, "My stars."

The Doctor watched her a moment, unsure of how she'd react. He supposed the most natural thing for her to do would be to stand and vacate the room as quickly as possible, but she remained, studying his face and the worried look that now pained it. He certainly hadn't meant to offend her. And he certainly didn't want her to go, but there was no ignoring the elephant in the room – or rather, the snake in his boxers – and he gasped lightly when he felt the tips of her fingers lightly graze him through the thin material.

"Doctor," she began evenly, eyes dipping down before they met his again darkly, "Don't… move for a moment, would you?"

"Of course," he replied with a nod, throat closing around the syllables as her touch became more firm, palm cupping around him and moving over him slowly as she watched the effect it had on him.

Without another word, she slipped underneath the covers and the Doctor froze, staring out at the wall across from him as he felt her fingers work their way inside of his boxers and soon her breath was hot against his skin, as though she were considering her actions. And then there came a gentle lingering kiss, unexpected, and he groaned in spite of himself when her lips spread over him, taking him inside of her mouth just enough to bring his eyes shut tightly.

His hand found her hair, fingers tangling themselves into it as she began to work him over delicately. So very delicately, he thought to himself. Almost tentatively, as though, possibly, it was the first time she'd attempted such a thing, and the notion quickened his breathing as he felt her tongue rolling over his head and down as far as his boxers allowed before she swallowed him whole again, releasing him slowly, antagonizingly slowly, as he involuntarily pressed his fingers into her skull, begging her to continue.

There was a pause, a pause that felt like an eternity as she breathed against him, fingers of one hand twisting slowly around the length of him and he shouted mutedly, "Clara, please."

He felt the huff of laughter and it drew his brow together because the exhale rolling over his sensitive skin was almost too much to bear. Body shifting forward towards her, he felt her lips round him again and now she was more confident, more forceful, and he couldn't help the small jerks his hips gave, pressing himself further into her until she suddenly withdrew as he shouted out, eyes popping open as he glanced down. Her hand was still upon him, slowly gliding up, thumb rolling over the tip and then back down again and then there came a light kiss just under his navel.

"Clara," he choked as she trailed her lips over his stomach, hands now exploring his body, leaving him exposed and wanting between them. "Clara," he repeated, feeling her finger brush over his left nipple before her tongue spun around it, sending a jolt through his body he reacted to by bucking into her, stabbing at her midsection painfully.

"Patience, Doctor," she whispered as she emerged in front of him.

He crushed his lips to hers, breaking through and tangling their tongues on a sigh. Lifting himself up, one leg coming up over her to straddle her to the bed, his palms pressed into the pillow at either side of her head and he straightened, looking down at her pinned underneath him. And she smiled. One deliciously dark smile before glancing down at his erection laid bowed against her pants.

With a shrug, she told him, "Believe you suggested I could do with a little less clothing."

And the words were like a song in his ears, sending a small shiver down his spine as he hooked his fingers into her pajama bottom and knickers and he began to tug, eyes now focused on the skin revealed with each slow shift of material. He dropped his lips to kiss her stomach, then moved his mouth downward in tandem with her pants, tasting each uncovered bit of flesh before pausing to bury his mouth just under the neatly shaved patch just to hear her cry out in surprise as he held her legs against the movements she was desperate to make.

He smiled against her, tongue darting out and testing the sensitivity and he could feel her thighs wriggling against his palms, wanting to open herself up to him, but he wouldn't allow it. He lifted his head, resting his chin atop her to gaze up at her, seeing her fists clutching the bed at either side of her body as she hissed out into the air. Clara tilted her head back, throat bobbing as she swallowed roughly, and he chuckled at the sight, nuzzling her softly before releasing her to tug the clothes over her feet and toss them aside.

Sitting up, she pulled the top over her head and the Doctor's sleepy smile when she met his eyes was more intoxicating than she imagined it would have been. Crawling up to meet him, she curled her arms around his neck and felt his hands cling to her sides before his fingers slid around her body, pulling her closer to him. Clara grinned into the kiss he initiated timidly, lips testing hers before she deepened it, eyes closing against the feel of his tongue circling hers, a duel for ownership and authority – much like their dances about the Tardis console.

Clara shifted away, glancing down at the boxers that still hung off his thin frame and she huffed a laugh, dropping a hand down to stroke at him as he exhaled into her forehead, and then she shouted when he lifted her up, depositing her back down on the bed so he could slip out of the last bit of clothing. He watched her then, the way her right leg came up leisurely, crossing slightly to obscure his vision of her lying fully naked in front of him and he shook his head, hand coming up to grasp her knee and shift it aside.

"You are beautiful," he breathed, face relaxing as he sighed and took her in.

In the darkness he could make out every curve of her body and he longed to touch every inch, the thought aching his loins as he crawled closer, his right knee nudging her left aside. His left hand massaged over her thigh and came to rest atop her, forefinger teasing at her a moment before he let his middle finger slip slowly inside of her, eliciting a low moan as her back arched off the bed slightly and her eyes closed. His breath faltered as he slowly withdrew his digit, then replaced it with two, starting a gentle rhythm through her slick folds until she let out a gasp and rose up, taking hold of his arms and pulling them away with a shake of her head.

"No, Doctor," she rasped, "Not like that."

And he understood, seeing the dark eyes that stared into his. He dropped his head to kiss her, feeling the desperation now of her mouth as it molded to his and he picked her up effortlessly, hands at her backside as he dropped down to sit comfortably on the bed. Her lips left his in a sigh when he slowly eased her onto him and she inhaled against his ear as he filled her, allowing gravity to clasp their bodies together tightly while his own breath left raggedly against her hair at the feel of the warmth and wetness of her hugging tightly to him.

He stilled as they settled against one another, waiting for her to take a breath as she gripped his shoulders, and when she finally did, he raised his hands to push them through the hair covering her face, forcing it away so he could see her, face flush, lips drawn into a satisfied smile he mirrored. For a moment they stared at one another, eyes searching and finding contentment in each other before she gingerly kissed his lips, her own hands slipping up to hold his face so she could pepper him in butterfly kisses as he began to tilt up into her.

Slowly, but steadily, he shifted his hips against her, feeling her knees digging into his sides for leverage so she could counter his movements. She was breathing against his lips now, unable to concentrate on anything but the smooth glide of skin against skin and he dropped his head to suck at her neck, licking the skin now covered in a salty sheen. She nudged her temple into his hair as his movements became rougher, quicker, and he growled against her, hands gripping her sides to bring her down further onto him.

"Oh, god," she cried against the side of his neck, nuzzling him as he turned to do the same and she could feel herself climbing, reaching that edge.

He lifted his head to watch her, because he wanted to watch her come, but she dropped her forehead against his, groaning to match his strokes. The Doctor released a low guttural noise as her muscles began to constrict around him, could feel his own groin electrifying as he dug further and further into her, fingers squeezing her flesh and he shouted out just as she did. He rolled forward, momentum driving him into her and she wrapped her legs around his waist, heels digging into his backside, urging him closer – closer than was possible.

Clara breathed roughly against his ear, feeling him doing the same at hers, his hips still grinding into her, and then she laughed lightly, holding him and pressing several kisses into his shoulder. He rocked against her as she pulsed around him, laying his forehead into her neck, not wanting this to end, until he let his weight drop against her heavily, hearing the small gasp she gave at that final deep thrust of his pelvis into her to rest there.

"Sorry," he managed, out of breath as he raised himself to look at her and, inadvertently, shifted into her again. A movement that closed her eyes and sent one final shudder through her body. "Not sorry, then," he told the look on her face, lifting his fingers to brush away stray strands of hair from her cheeks.

Clara smiled before her eyes opened slowly and she watched the way his gaze roamed over her face, studying each feature, small grins tugging at his lips. She nodded slowly and lifted her head off the pillow, pressing her lips to his lightly before dropping back and releasing a pent up giggle.

"Now I am exhausted," she sighed.

He nodded in agreement, thumbs brushing over her cheeks lightly. "And this is most definitely your bed."