As he approached her room he saw light under the door, so he knew she was still awake. Not one to stand on ceremony he turned the knob and walked in.
"Donna…"
He stopped short, not quite believing the scene in front of him. She was splayed across her bed, naked, and obviously was in the midst of pleasuring herself.
For a moment she just stared at him, shocked at his presence, unable to quite form a thought about what her next step should be. As she finally realized what was happening, she reached for a blanket to cover herself.
"Wait, don't. Please." he said in a strangled voice that didn't sound like his own at all.
"You're so beautiful…"
She stared at him, but she let go of the blanket.
"Please keep going. Let me… watch you. Please? You're just so… so beautiful."
She didn't answer, but kept her eyes locked on his as she slowly leaned back against the bed and moved her hand back between her legs.
He made no attempt to move closer to her, but his eyes never left her. His breathing was shallow as he took in the sight of her milky white skin, little freckles scattered across it. He was awed seeing her stunning breasts uncovered to him, her pink nipples standing tight and erect. His gaze moved down her belly to the triangle of ginger curls where her fingers were now moving. She was making small strokes as she watched him, watching her. Her eyes were shining with an intensity he had never seen in them before.
She began to make little whimpering sounds and her hips started to move rhythmically as her fingers picked up speed. As she opened her legs wider he could see her velvety folds and watched as she alternated between slipping her fingers inside her wetness and rubbing the little bud that was growing ever harder. He could see the moisture glistening on her fingers.
She finally broke his gaze as her head rolled back as she arched her back when her orgasm overtook her. When her shuddering stilled, she withdrew her fingers and returned her eyes to his.
"Oh Donna Noble, you are magnificent." he said when he could find his voice again. Then he slipped out of the room.
They never spoke about that night, but thereafter he always knocked before opening her door.
