The Doctor kisses Donna one day after supper.

It would be a lie to say he had never considered it before, but when he actually does it, he hadn't been thinking about it much at all. He just leans towards her as they are washing the dishes, and presses his lips to hers.

Donna goes still, and her eyes meet his for a moment, wide and surprised. The Doctor draws back, mentally bracing himself for a slap, wondering if he has completely misread the situation and completely bolloxed up their friendship. By a stint of more effort than he's exerted in a while, the Doctor says nothing and just waits, looking at her face. Donna searches his face, and gives a little sigh.

"Oh," she murmurs.

And rises on her tiptoes to kiss him back, opening her mouth in invitation. The Doctor, feeling tipsy at her heady taste, wastes no time to trace the contours of her mouth with his tongue, and to begin exploring the depths of Donna's mouth. His hands end up spread over her lovely body, one hand with long fingers curving around her hip, and one next to her right breast, not quite touching it. The Doctor's eyes are closed, and he thinks he could kiss Donna Noble for a lifetime and never tire of her taste or the shape of her mouth or how soft she feels under his hands.

All too soon though, Donna breaks the kiss, panting slightly, and the Doctor's lips give a slight twitch in amusement at seeing how flushed she is, the reddened skin extending down her neck and underneath her blouse. He can hear her pounding heart, even at this distance, and her eyes are wide and glazed.

She blinks at him, and puts firm hands on his chest, pressing her lips back to his, and begins to ease off his suit jacket. Occupied as he is by thoroughly enjoying Donna's kiss, it takes the Doctor a little while to realize Donna has undone his belt and is working insistently at his flies. When her humanly hot hands come into contact with his erection, he wonders how he could have missed where her hands were heading, and he lets out a strangled groan as her fingers work up and down, alternating in speed and grip. The Doctor lets his head fall back, supported by one of the kitchen cupboards.

He's not quite clear on how they went from kissing at a leisurely pace to Donna having her hands down his trousers, but he's not about to complain about the development. She feels almost too hot against his cooler skin, and Donna's not the only one panting now. A shiver goes down the Doctor's spine and he realizes how close is to coming and how he really doesn't want his first time with Donna to be like this, no matter how nice and hot and (oh Rassilon) her hands feel.

"D-donna," he manages to croak and she stills her movement and meets his gaze. The Doctor wastes no time, grasping her hands in his, drawing them away, and turning quickly, puts her with her back against the counter in his previous place. Donna gasps, and the Doctor swallows the rest of the sound with his mouth, taking time to re-explore the crevices of hers.

He finally, finally, gets to touch her the way he's thought about (for quite a while, if he's honest) and she exceeds every fantasy he could ever have imagined. Her flesh is soft and pliable, and he pictures her as Venus on the shell, the embodiment of womanhood, as he strokes up her hips and sides, over her breasts, and down. He feels ridiculously pleased that she's wearing a skirt, allowing him access to her pale thighs, and the pair of silky underwear that does little to conceal that her hair is as red there as on her head. He's about to touch her when she turns the tables again, grasping his cock and jumping up to sit on the counter, guides him into her body.

The initial burst of pressure and heat is almost blinding, and the Doctor supports himself, hands on the counter, gasping. When some rational thought returns to him, he begins to move, grasping her hips for leverage and desperately searching for her mouth and her taste again (her taste, he wonders!). Donna's head is turned away and he chases her mouth, caught up in her tightness and how she smells like the clearest autumn day and rain to come. If he could only kiss her again he would…

The Doctor stills.

"Donna?"

Donna's head is still turned away, but returning to himself, he can see the tear tracks on her cheeks.

"Donna?!"

Awkwardly, he pulls out of her, and pushes himself off, stumbling in his haste. Donna starts, and looks up at him.

"Donna, what's wrong, what happened?" The Doctor struggles to understand, scans his mind for things he might have missed, signals he might have misunderstood. Donna blinks at him and shakes her head.

"Nothing," she mumbles and reaches for him. "Go on." The Doctor sidesteps out of her range, a queasy feeling building in his belly.

"Donna, you're crying, why are you crying?" She reaches up to touch her wet cheeks, and stare at them in surprise, as if she'd not realized she'd been weeping. She looks dazed, and speaks in a disconnected voice.

"It's just… I thought… You said you… I thought you weren't interested, is all. Or well, I thought you were diff-… " She stops, looking resigned, and ancient and very much like a little girl all at the same time. "But I guess it's a fair trade to get to see the universe."