She was idly sitting on the ground near the controls, staring blankly at the wall. He watched her from the pilot seat, but she was unaware of his scrutiny. Her mind was wandering, that he knew, and it was very tempting to delve into her thoughts.

She looked sort of flustered, or at least her cheeks were flushed. They always had moments of quiet like this on their trips in the TARDIS. She was a quiet, introverted person, and liked thinking. He didn't mind her silence, as he understood the love she had for thought and fantasy, but he always wondered what it was that she thought about.

He realized that she smelled slightly different. It wasn't a bad smell by any means, and it was perhaps even better than her normal scent. Oh. Realization washed over him. He was smelling her pheromones. Her sex pheromones.

But then what wasshe thinking about?

He had promised not to read her mind. Promised. But her body was emitting chemicals meant to lower his will to resist. It was hardly fair, a rude and underhanded play on her part. Not that she was doing it on purpose, but it was working as if she was.

Just a peek couldn't hurt. Just a pop in and out, long enough to see, but not long enough to really intrude. Yes. It wouldn't hurt anything. His control crumbled for but a second and he tumbled into her mind.

She was kissing him passionately, straddling his lap. They were in his chair, he hadn't moved. Her hands were underneath his jumper, and his were cradling her breasts. She was undressing him demandingly. He pushed into her kisses, flicking his thumbs over her hard nipples.

He pulled back out of her mind quickly. Both his hearts were pounding and he was trying to catch his breath. It was him! She was fantasizing about him! He was doing his best to calm his biology, to keep everything within his control, but it was so difficult now that he knew she wanted him. If only she knew!

He gripped the armrests of the chair with all his might, willing his binary vascular system to behave.

Arousal was coursing, pumping through his veins. He couldn't stop it. He could prevent it from showing, if he was lucky, but not from making him feel electric, on fire. She thought he could never feel the intensity of arousal for her that she felt for him in her fantasy, but if only she knew! And here they were sitting not ten feet from each other, bodies on fire, concealing their attraction.

"Doctor?" she said. Her voice washed over him, making his skin tingle.

"Yes."

"Are you okay?"

He realized he was still gripping the armrests and his knuckles were white. He cleared his throat and softened his grip. "Yes. I'm fine."

"Doctor," she said, in that tone she used when she saw through him. It happened more that he would like, more that he would have expected from a human. "You read my mind, didn't you?"

He couldn't answer. He would never lie to her, but the truth? He had promised, and had just broken that promise. Such a private thing he had seen. He shouldn't have.

"Kiss me, Doctor," she said calmly, watching him.

He stood hurriedly and went to the controls so that he wouldn't have to look at her. He wanted so badly to kiss her! She was supposed to be the strongest obstacle, because he had tried to construct his own and only come up with weak excuses. She would see through them like she always did, so he counted on her to prevent him from kissing her. What now?

"No," he said, trying to brush it off, pretend she was joking and he was all business.

She stood and joined him. "Don't you think I'm beautiful?"

"Yes," he admitted. "You're very beautiful. It's just that someone needs to pilot the TARDIS."

She lifted an eyebrow. Damn! These were weak, weak, weak. "Every second? And doesn't it have autopilot?"

"Yes." Next one? He was frantically gripping for another excuse. Something. Anything.

"Then kiss me, Doctor." Her voice had darkened, become so sultry.

There wasn't another one. His brain had failed him, and it failed him so rarely. It was still grabbing for the next action, anything to keep him from standing there stupidly, looking for an out when he so desperately wanted what she was offering.

His body obeyed her in a violent rush, shoving her against the console and covering her mouth with his. She melted into his arms, hungrily meeting his advances.

He had seen her fantasy, had seen how she wanted him, and it was rough and desperate and passionate. For that he was grateful, because even with his voluminous self control, he thought that was all he could manage. He lifted her up just slightly so that she could rest her weight on the control panel and wrap her legs around him. He immediately pressed his hips into her, desperate for the intimate contact. He groaned and shifted against her as she pushed his leather coat off his shoulders. He broke their contact long enough to shrug it off and toss it onto the panel to his left.

"More skin," she demanded as he leaned in to kiss her again.

He kissed her again, too frantic for more contact to waste more time away from her. He took her hands instead and guided them under his jumper to the skin of his abdomen. They frantically shot over him, trying to take in every inch that they could reach. He placed his hands on her waist, slipping just underneath the hem of her shirt. When they found her skin, she shivered. His hands crawled upwards and found her bra, but were frustrated that they had met more cloth.

"More skin," he agreed, tearing away and pulling her shirt over her head. He fumbled with the hooks on her bra.

"Didn't have bras on Gallifrey?"

"Shut up," he growled, and it came free.

Almost as an afterthought, he pulled his jumper over his head and took her back into his arms. He kissed her neck, breathing a lungful of her scent, and took her breasts into his hands.

She leaned into him as his mouth moved lower, her fingers running though his hair. He tenderly kissed her breasts, and then slowly began to use his tongue, and then slight brushes of his teeth. She made soft, almost imperceptible sounds of encouragement, and he could feel her muscles tightening beneath her skin. She was so soft, but with such strength underneath. The combination was powerfully intoxicating to him.

He stood to kiss her mouth again, and this time the passion was slow and deep. Her legs strongly wrapped around him, possessing him, claiming him. He was so caught up in the sensation of her legs that it caught him by surprise when her hands slipped beneath the waistband of his jeans. It was his turn to shudder. Her fingers ran over his skin, just an inch below his waistband.

"Tease," he said through gritted teeth.

Her fingers met at his fly and popped the button. He closed his eyes, but her hands slid up his chest, toying with his nipples for a moment as they passed, and then clasped around his neck. She pulled him closer, until he could feel her breath on his ear.

"Me first," she whispered.

Motion burst forth from him. He lifted her from the console and fumbled with the button on her jeans. It came undone and took the zipper with it. He shimmied them off her and set her back on her feet. She grinned at him slyly.

She slowly dropped down until she was eye-level with his open button. Her fingers firmly pulled his zipper down. She pushed her fingers beneath his boxers, and slid them down onto his ass, pushing his jeans down with them. As he was exposed to the air of the TARDIS, he felt her hot breath on his hard length. She hesitated there for a moment, her mouth a tantalizing inch from him, before she slowly straightened.

He backed her up to the control panel again, lifting her right leg to his hip. He set her on the console again. His hand toyed with her until she was gasping for breath, her hands tight on the lip of the control panel. He groaned as she twitched violently under his touch, her arousal crescendoing fiercely.

"Doctor," she moaned.

He took that as an invitation and pushed his hips forward, using his free hand to guide himself into her. She groaned as she stretched to allow him, snaking her legs around his and pulling him tighter, closer. He began slow stokes, finding her favorite angle, her most comfortable position. The last thing he wanted was to hurt her, right when everything was feeling so damn good.

She was so quiet, even now. Suddenly, a stab of doubt ripped through him. Shouldn't she be moaning or screaming or something? "You alright?" he asked.

"Never been better," she managed, and the look on her face when he lost control for a second and thrust hard into her told him that his performance was far above adequate.

"Do that again, Doctor," she said, and he gladly acquiesced. He was pounding hard into her now, just like he had been dying to do since she stepped into the TARDIS. She was writhing, even though she was still silent, and was no longer able to meet his thrusts.

Her orgasm was upon her, he realized, as he watched her face. She was still quiet even as he felt her muscles grip him. She tossed her head back and spread her legs further apart as the waves crashed over her. He felt himself begin to lose control as he watched her, as he felt her pleasure take her.

It crashed over him, knocking him into her. She held him as he came, her aftershocks calming her, allowing her to coo soft encouragement and gratitude. He had never felt so spent as when his orgasm calmed and they sank to the TARDIS floor, exhausted.