HUGE thanks to resile for being my beta on this and for helping me make this story a lot stronger than it would have been without her help. Also thanks to everyone who answered all of my questions and/or looked at excerpts from this and provided feedback.
For IncurableRomantic, who prompted 'sharing a bed' nearly two months ago for her bday fic.
This chapter is rated T; will increase later. Spoilers up through The Age of Steel


The Doctor rocks his heels back and forth in anticipation as he watches Rose step out of the TARDIS doors and onto the gravel road. He sees her take it all in, sees the worried tilt to her chin and the slight furrow of her brow as she scans the landscape of the promised resort planet. For a moment, her eyes darken to something he doesn't recognize, something that holds none of the open joy and wonder he usually sees when he takes her to a new place. He thinks to ask her what's wrong, opens his mouth to speak and then closes it, reaching out to grab her hand instead, tugging her towards their destination.

She throws her head back with a snort of laughter, her sorrow forgotten, and he feels a smile grow on his face in response. They run towards the smell of the sea, through a caravan park that is littered with families on holiday doing all sorts of domestic and not so domestic things, through a tree lined village filled with sidewalk venders and small brick buildings that house various little shops. He smiles against the breeze as it pleasantly ruffles his hair, relishing the way her warm, soft skin feels against his palm, as they sprint past it all.

Ahead of them, there is an amusement park of sorts with a large wooden sign at the entrance that says 'Fantasy Island'. They stop to look at it and to allow Rose to catch her breath a bit before they continue. He nudges her with his shoulder, pointing excitedly at the huge rollercoaster in the distance and she rolls her eyes at him. But the grin on her face and the sparkle in her eyes give her away. She can never resist his enthusiasm and he knows that, knows how to keep the smile on her face so that the worry disappears.

The Doctor waves his arms around to indicate the space that surrounds them, barely containing the excitement that he feels thrumming through his body.

"Terraforming, Rose! Humans bandy about the universe for a good long while before they master it. Well, I say master it, but that implies a degree of, well, masterfulness and I'd hardly say this qualifies as a proper planet. Still, it's not bad. Not bad at all, considering all of this used to be just rocks and dust and sea and a low oxygen atmosphere. Anyway, once your lot finally figures terraforming out, they mostly use that knowledge to fill previously uninhabitable planets with resort towns and luxury hotels. If this particular one reminds you of a seaside English village, there's a good reason for that. Lilly Branson - a distant descendent of good ol' Richard Branson — modelled it after her childhood holiday spot."

He pauses, glancing at Rose to gauge her reaction.

Her eyes have darkened again as if obscured by a distant memory. He frowns, panic rising up in his throat, and begins to wonder if he'd made a mistake bringing her here. He likes to think that he knows how to read her by now, that he recognizes all the little nuances in her face better than he recognizes his own. Well, that's not saying much, he supposes, not when this new face of his is less than a year old. Still, Rose has always been open and naturally generous with her Rose-ness and he wonders what has changed. Perhaps he should ask her; a simple inquiry would probably do and it might even alleviate his fears. Or, she might just tell him exactly what he fears most of all.

Instead, he starts to walk, pulling her along with him.

"Come on, Rose! We need to get going if we want to get there on time." He picks up their pace, encouraging her shorter legs to keep up.

"Where are we going, Doctor? You never said," she yells into the wind, curiosity and amusement in her tone.

He turns his head to look at her.

"Now, now, where's your sense of adventure? Just you wait, Rose, just you wait," he yells back, shaking his head at her in mock irritation. Her response is a small uncertain smile and he grins to reassure her.

He doesn't really have a plan, of course, so they aren't actually running late for anything. His need to distract her keeps him moving forward, onto the next place so that they never have to sit still; so that he never has to face that look of doubt in her eyes that says she might leave him. She has been distant since losing Mickey and meeting her alternate father in the parallel world and he has pretended not to notice.

He's brilliant at pretending.

They stop when they come to a long queue outside of the amusement park entrance. The Doctor pulls Rose to the front of the line, flashing his psychic paper at anyone that looks their way.

Rose laughs and shakes her head at his arrogance. "Doctor, is this really necessary? People are glaring. That woman over there looks like she's trying to kill you with telepathy."

"Oh don't be daft Rose. Humans can't kill people telepathically. Well, I say can't…" He pauses to pull on his ear. "Best not to think about it, really."

"Seriously? You are having me on, aren't you? I mean that's like Star Trek mind meld type stuff, yeah? S' not real."

She smiles that smile. The one that sends his hearts racing and makes him want to push her against a wall and suck her teasing tongue into his mouth. He swallows the urge, turning his attention on the ticket attendant instead. With a flash of the psychic paper that proclaims them 'VIPs', they are waved in immediately.

The place he has in mind is at the back of the park, so he ignores everything around them and heads for the tram. Rose drags behind as she tries to absorb it all, making him feel a little guilty for rushing her. He can't let her stop though; she's getting that distant look in her eyes again. What he has to show her will be far more interesting than a few carnival rides and theme shops anyway.

"Ah, here we are. The universe's first double decker hover tram modelled on London's finest double decker buses! You're in for a treat, Rose." He places a hand on her lower back, guiding her to the entrance.

The psychic paper gets them on the tram right away and they go up the stairs to find seats on the top level. They choose two open spots towards the front and are met with the best view of the park and the sea that borders it.

Rose bites her thumbnail, exposing her nervousness, so he takes her hand away from her mouth to grasp it in his own. He rubs his thumb against her knuckles, lightly tracing the outline of her fingers, and feels her shiver in response.

"Cold?" he asks with a gentle smile.

"Just a bit. It's gorgeous from up here. How far away is this mysterious place you're taking me, anyway?"

"Not far. We'll be there in less than a few minutes once we get moving. Fast as cheetahs, these trams are." He squeezes her hand and then removes his coat to wrap it around her shoulders. "You might need this. It can get a bit windy."

Just as she opens her mouth to speak, a voice comes on over the loudspeaker to inform them that they should fasten their seatbelts and mind the gap when they exit. With no further warning, they lift up into the air and begin to move.

He feels Rose's body stiffen as they are pulled back into their seats and on impulse he wraps his arm around her shoulder. She relaxes immediately, melting into his embrace as she rests the side of her face in the crook of his arm.

"Blimey, Rose. It's just a hover tram. You've travelled on much worse. Or was that just a clever ploy to get me to wrap my big masculine arms around you?" he teases, moving his arm from her shoulder to wrap across her back and around her waist, pulling her closer until her head lays on his chest. The tram moves more smoothly now and the world outside has become a blur of colours.

Rose shoves him in his empty shoulder. "Oh, shut up. It was just unexpected is all. I thought I lost my stomach there for a moment! This must be what it's like to travel in that elevator from Willy Wonka, yeah?" She lifts her chin to look up at him, her light brown eyes huge and searching. A little bit of her tongue pokes out to wet her bottom lip.

The Doctor freezes.

Her lips are so close to his now; all he has to do is lean down a little and he will be able to taste them. They look so inviting, like sanctuary on a cold day - the kind of sanctuary that he doesn't deserve, a chastising northern accented voice in his head reminds him. But her scent is hypnotic, pheromones made more intense by sweat and proximity, and he feels his hearts speed up in anticipation of drawing her even closer. His internal musings fade, focus now entirely on kissing Rose Tyler. He feels his eyelids grow heavy, as they drift closed and he is pulled closer to her by an invisible magnetic force. Just as he meets her lips, the tram comes to a sudden stop, throwing them both to the floor.

He opens his eyes, and oh that's brilliant, opening his eyes, because now her breasts are in his face and if he could just move her down a tiny bit, his tongue might be able to reach that bit of cleavage that is currently on top of his nose. He tries to open his mouth to suggest it, because really it is probably the best idea he's had all day, but she chooses that moment to move off of him.

"I think this must be our stop," she tells him in an uneven tone.

"Our stop?" he asks distractedly, wondering why she looks so flushed and far away all of a sudden. She gives him a pointed look that abruptly brings him out of his daze. "Oh right! Our stop. Brilliant. They did say to fasten seatbelts didn't they?" He swallows; the space between them is now heavy with an air of awkwardness that makes his body twitch with the need to run.

"Yep. Probably should have listened to them. Mind you, they could've given us more warning." She uses the chair to pull herself up and extends a hand to him, which he ignores, the desire to pull her back down on top of him too alluring.

A brief flicker of hurt flashes across her face in response so he grins a manic smile and then extends his body into a backbend before leaping up into the air and exclaiming "ta da!"

If she sees through the clueless alien charade, she doesn't let on. Her wounded expression turns into a fit of contagious laughter that has him joining in, the awkwardness between them completely forgotten. He grabs his coat from the seat where it had fallen off of Rose's shoulders and then takes her hand to lead them towards the doors, which they slide through just in time, landing feet first on the pavement below.

They walk down the sidewalk, swinging their entwined hands back and forth in playful abandonment. A smile blooms on Rose's face that is bigger and brighter than any sunrise he has ever witnessed. It makes him feel giddy, light-hearted and free and he is overcome by an urge to lift her up and squeeze her against him in a tight embrace, to show her a little bit of how much he adores her in this moment and every other.

He doesn't, though.

The temptation to kiss her is still too fresh in his thoughts and he has several reasons to avoid acting on such impulses, several reasons that are coming back to him in full force and putting an inconvenient damper on his good mood. It isn't a train of thought he wants to embark on at the moment.

Fortunately, the distraction he needs is located just around the corner.

Letting go of Rose's hand, he motions excitedly at the building in front of them. "Here we are Rose! The 'Fantasy Island Hotel', home to the largest variety of spas in this galaxy and that isn't even the best part."

When he turns to see her reaction, she looks pensive and unsure, lips puckered and a line half formed between her eyebrows. His smile fades as he runs a hand through his already wild hair.

"What?" he asks, frustrated and dizzy from the effect of her vacillating moods.

Rose shakes her head, looks at him with a small forced smile that is even more telling than the frown that it replaced. "Nothing, S' just beautiful, is all." She shrugs. "So. What's the story of this place, then? Go on, I know you want to tell me."

"Beautiful? I don't understand, it's not -" He frowns, looking at the hotel again to make sure he didn't miss anything. While posh, it looks like it could be a generic office building; it is nothing more than a tall rectangular structure with countless tinted glass windows, surrounded by neatly trimmed bright green bushes and a simple garden filled with various common flowers. He sees nothing impressive about it. "There's not much to tell, honestly. I didn't bring you here to discuss the architecture. I'll get us checked in and then — then, Rose Tyler, I'll show you something worth discussing." He winks at her and pulls her into the building with him.

After several minutes of arguing with the front desk clerk, he secures them a nice room with passes to two different spas and the exclusive dining terrace.

He finds Rose sitting in the lobby on a velvet sofa, her chin resting on the palm of her hand, and holds up the passes with a triumphant grin.

She grins back at him, lifting up her head and standing up to join him. "What's that then?"

"Oh, nice try, Rose. I'm not giving away the surprise that easily. Well, I will tell you that I have a spa pass or two in here for you, but you can use those tomorrow when I'm doing TARDIS repairs. Tonight, I have something much better planned." He moves his eyebrows up and down in exaggerated glee.

She rolls her eyes at him with a playful smile. "So you keep not so subtly implying." Biting her bottom lip, she looks down, indicating her outfit. "Am I okay in this? You said it'd be a hot planet and I thought since we were going to a beach resort and all..."

"Uh."

He hasn't paid attention to her outfit until now; he was too busy worrying about how to keep her distracted from whatever has been bothering her. Of course he more than noticed her shirt and how it gaped open, exposing her cleavage, when she was on top of him on the tram, but he hadn't given any thought to whether or not what she was wearing was appropriate. Now looking at her, he wonders how he could have been so oblivious. She is always beautiful no matter what she wears and that never changes, and he would tell her exactly that if he wasn't such a coward.

But what she has on now hardly qualifies as clothing on many planets: Her bubble gum pink sleeveless top ties at the neck, halter style, buttoning down the middle, tightly hugging her curves, and exposing the skin below her belly button. The black shorts underneath it barely cover her upper thighs; showing off her muscular legs and making them look longer than usual. It is a huge change from the hoodies and baggie jeans she used to wear.

She clears her throat, startling him out of his blatant staring. "Doctor, are you blushing?"

Feeling alarmed all of a sudden and wondering when he became so easy to read, he lifts his arm over his head to scratch the back of his neck.

"Time Lords do not blush, Rose. You look — uh, you look great. Really, really great. Honestly, you'd look nice in anything, but that's particularly, erm, revealing." He holds his other hand up to stave off the protest he sees on her face. "It's very lovely to look at. Shows off your breas — I mean your, uh, your arms! Yes your arms look quite nice in that top, if in fact it is actually a proper top." Seeing her sceptical eyebrow, he rushes to reassure her. "Honestly, Rose I think it's a flattering look on you, just it might not be the best thing to have on for where we're going."

If she thought he was blushing before, he is pretty sure he must look completely crimson now.

"And you didn't think to mention this to me before you dragged me half way across the planet to a posh hotel, several miles from the TARDIS?" She shakes her head, in what he thinks is amusement rather than irritation, going by the twinkle in her eyes and the smile tugging at the corners of her lips.

"Well," he begins, and then shrugs, pulling out a credit stick. "You could buy an evening dress. Lots of little shops on the third level, according to the very informative desk attendants and this has unlimited credits." He hands it to her and sits down in the spot she vacated and she places the stick in her back pocket.

"Thanks. What, you don't want to come watch me try them on like that scene in Pretty Woman?" she says with a suggestive grin, tongue touching her top lip.

Too afraid she will see right through him again, he averts his eyes, not taking the bait to flirt back. "Nah. Never much fancied myself the Richard Gere type. Actually, why don't you meet me in the hotel room after you're done and then we'll go down together? Just make sure you're back by 5:00 PM local time. Room 807, don't forget," he points a threatening finger at her as he stands back up to give her the room card, "and do not wander off!"

Holding up her hands in surrender, she smiles at his stern tone. "Alright, alright, no need to get snippy. Good job Mum's not here; she'd have me out shopping all night if she knew how much was on that credit stick." She turns to leave, looks back at him over her shoulder. "See you soon, yeah?"

She disappears up the escalator, leaving him feeling bereft in the sudden silence of her absence, despite the noise and bustle of the lobby that surrounds him.

He sighs, already missing her and wondering if he made a mistake staying behind. He has some getting ready to do of his own, though; not that he ever needs to do much to his appearance, having regenerated into such a handsome body again. Still, he is relatively certain that his hair must look a bit out of sorts what with the strong breeze and all. Then there's the standard sixty-seven-point inspection of the hotel room that he still needs to perform. While he might normally thrive on the unexpected, he doesn't want any surprises waiting for him in the room they will be sharing. And, really, who knows what could be lurking up there, waiting to ruin their entire evening.

An elevator ride later, he arrives on the eighth floor. Quickly locating their room, he inserts the key to open the door and his eyes widen at what he sees: A heart shaped canopy bed, full size at best, occupies the centre of the room, a deep red floral duvet and twenty-five oddly shaped hot pink pillows on top of it. Similarly coloured toile patterned wallpaper decorates the walls and he squints a little in an attempt to dim the overall effect. It reminds him of something Jackie Tyler might have put together, though she would probably slap him if she knew he'd brought her daughter to a place like this.

Grimacing at that unpleasant thought, he stalks over to the communication pad located on the wall next to the ensuite and pushes the button to call the front desk.

"Yes, Mister Tyler?" the feminine voice on the other end says.

"Right. Hello! You seem to have put us in some sort of honeymoon style room by mistake," he tells them, in an overly friendly tone that belies his anxiety.

"No mistake at all sir, the room is to the exact specifications the paper reservation you showed us indicated," she says.

"Exact specifications - no, no, I distinctly remember the specifications I gave you and I definitely didn't ask for a room that looks like a valentine regurgitated its insides all over the — well, never mind that. What other rooms do you have available? We're going to need to switch."

"I'm sorry sir, but we're completely booked up. I'm afraid we won't be able to move you." The Doctor detects a hint of smug superiority in her tone and he finds himself regretting the squabble he had with them when he haggled for the passes. Really, they'd been incredibly difficult, though, so he could hardly be blamed for the situation.

"Thanks for that. We'll make the best of it then. Cheers." He depresses the button and runs his hands over his face.

"Well, this is certainly going to be interesting."