What can we take away from this? The Doctor is stubborn, clearly, but he's not made of stone.

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PART 2

The Doctor's bedroom was two doors down from hers, and across the hall. She had never seen the inside, but she frequently heard the Doctor shuffle down the corridor on the way to turn in, after she was already in bed. Tonight, she remained exceptionally quiet, so as to ensure knowing when he retired for the night.

She heard him pass, then waited a half-hour.

On her way out the door, she changed into the necessary garment for executing her plan.

And when she stepped out into the hall, her heart went thud, right in her stomach. This scheme could prove to be utterly vindicating, but on the other hand, there existed the possibility that she'd be forced into retreat, totally humiliated. She took a deep breath, and told herself that she could handle anything that happened – she was owning this night.

She hoped she wasn't lying to herself.

She moved toward his bedroom door, and inspected the light (or lack thereof) coming from underneath. She knew (because he had told her) that he usually read a bit before falling asleep and it had only been thirty minutes since she'd heard his footsteps. She didn't want to catch him with book – that wouldn't do at all.

But there was no significant illumination peeking through, so she reckoned he'd lain down.

She took another deep breath, gave a quick knock, and then opened the door a smidge.

"Doctor, are you awake?" she asked, softly, though not in a whisper.

"Yeah," he said. "Are you all right?"

"May I come in?"

"Of course."

He sat up as she moved into the huge room and shut the door behind her. She took in her surroundings in a hurry, quickly realising that there was, in fact, a bit of light in the room. One of the TARDIS' signature ceiling roundels was giving off a spray of faint bluish-white illumination that mimicked moonlight.

She also noted that the Doctor didn't seem to be wearing a shirt, which was all the better for her, though she couldn't see what he was wearing below, due to the bedclothes.

Still hanging in the shadows, she said, "I've had a nightmare." She didn't say it in a way that sounded as though she were particularly upset or traumatised.

Nevertheless, he said, "I'm sorry. About what?"

"Something attacked me in my room," she riffed. "Anyway, it doesn't matter now. It's just… I'm a bit on-edge. I'm too freaked-out to sleep in that room alone."

"Oh… okay."

"Mind if I stay here? I just need… a friend." She emphasised that last word, just so.

After a quick pause, the Doctor replied. "No, no. I don't mind at all. I'll just…"

"Great, thank you," she said, cutting him off and taking two steps forward. She now stood in the dim mock-moonlight. Nonchalantly, she pulled loose the sash on the robe she'd donned just before leaving her own room, and shrugged the garment off. "Doctor, I really appreciate this."

She now stood in perfect soft light, completely nude. All caramel-skinned, sinewy, curvy and silken. She lingered only for two or three seconds, then began to walk toward the bed.

The Doctor, of course, was stunned. And until she decided to move forward, he seemed too paralysed to speak.

"What are you doing?" he managed to ask, his mouth having gone completely dry.

She stopped about two feet away. "Oh, erm… you said you didn't mind if I stayed with you. I can't be alone right now. That nightmare was a doozy."

"But… why with the…?" he said, gesturing from her knees to her shoulders with his hands, and allowing his eyes, momentarily, to drink her in gluttonously. But she saw it – she always saw it.

Though, his eyes were wide as though caught in headlights once again, and he couldn't speak without gulping.

"Why with the… oh, the nudity? This is how I sleep," she told him, innocently. She closed the rest of the distance between herself and the bed, lifted up the sheets and comforter, and crawled in, lying down on her back. "And we're just friends, right?"

"Yeah," he answered, unconvincingly. It sounded a bit like a question.

"Okay, well, thank you, Doctor. And good night."

She seemed to settle in a bit, then closed her eyes.

He, however, remained sitting upright, watching her, totally nonplussed. Eventually, he lay down on his back beside her. "Seriously, Martha," he said after a couple of minutes. "What the hell are you doing?"

"Just trying to get some sleep. I think you should do the same – it's been a long day."

"I don't think I can," he muttered, teeth clenched.

"Don't think you can? Really."

"Yeah, really," he growled.

"Hunh," she said, again, innocently. "What's wrong, did you have a nightmare too?"

"No."

"Does something hurt?"

"No."

"Oh, I know. You're wondering about the repairs you made to the TARDIS, and wish you didn't have to wait until tomorrow for the test run."

"Shut up," he scolded. "You know that's not it."

"Well, I can't imagine what would keep you from sleeping," she sang. "I mean, it can't be me. It just can't. We're the best of friends. And a brilliant woman such as myself lying beside you, well, that shouldn't keep you awake, should it? I would think you'd sleep all the better. Hm, this is a head-scratcher."

She heard him huff, and she could feel him fuming in the semi-dark. She couldn't help but smile, as she pretended to be trying to sleep.

After about five minutes of listening to the Doctor snort and exhale with exasperation, he finally sat up again, pulled his hand tightly down over his face in resignation, and said, "All right. What was it you asked me earlier?"

"Earlier?" she asked. "I'm not sure I know what you mean."

"In the console room, when you came in, asking about… argh! You know what? You know exactly what I'm talking about!" he spat, turning to look at her, annoyed beyond annoyed. "Now out with it. Ask me again, and I'll give you the truth."

"The truth?"

"Yes, the truth. You clearly know I was lying to you before… been lying to you for months. So just… what is it that you want to know?"

His voice was harsh and biting, but somehow, it sounded like victory to her.

"All right," she conceded, evenly. She sat up, then asked, "I asked you: when your eyes do that thing, when they slide over me like little invisible tongues… what do you see in those moments, in your mind's eye?"

"It's not about what I see, in my mind's eye," he said.

"Then what is it about?"

"It's about what I feel. In my mind's…" he paused.

"Okay, don't finish that sentence. Then, what do you feel when you're looking me over?"

Quite suddenly, he reached across her with one hand and grasped her cheek and neck, pulling her toward him for a kiss. Immediately, the kiss was deep and intimate, and totally without pretence. Tongues danced, breaths quickened, guards went down.

He moved that same hand down to her shoulder and pushed her gently backward, and then shifted himself on top of her. From there, he devoured her lips and tongue like a man starved. She buried one hand in his thick, perfectly mussed hair, and pulled his head in for more.

When finally he pulled away and looked down, he asked, "Are you here to see this through, or just to prove a point?"

She smiled. "Oh, I'm going to see it through."

"Because if you're not, you should probably leave now." His voice came across as worried, harried, but not judgmental nor angry.

"I'm not leaving now," she said. "In fact, I may never leave."

"Good," he said, now burying his mouth against her neck. Lust came over her like a warm tide, and she felt heat and moisture gathering between her legs. "Because if you want to know what goes through my mind when my eyes rove over you… well, there's nothing for me to tell."

He moved down her neck with wet kisses every inch, dipping his tongue into the divot at the center of her clavicle, then he worked down her sternum. He planted a kiss squarely between her breasts, then moved to his left.

Now he licked. His tongue slid across the subtle curve of her right breast, down around the contour, in concentric circles before, finally, lapping sharply at the nipple. He felt her arch against him when he did this, and heard her give a moan. This was really where the fantasy lived, when he looked her up and down, calling her brilliant. It lived in his hands and tongue, on her soft flesh, and in the shifting of her body as she absorbed the delicious shock of being licked and kissed all over. He wanted to memorise the taste of her skin, the satiny texture, the gorgeous glow of it under the false moon.

He smiled to himself, then repeated the action. Her reaction was the same, and almost precisely has he had, admittedly, always imagined it. He encircled the other breast with a thumb and forefinger, then fanned the other four fingers rapidly across the nipple. She squirmed, exhaled heavily, and whispered his name.

He moved across to his right, trailing his lips and tongue to the other side. He repeated the process there, once again, feeling the jolt through her body as his tongue flicked the nipple. He then wrapped both lips around it and sucked for a few seconds. With that, she again buried both hands in his hair and tugged. This coaxed a moan out of him, a surprise jolt of sensuality in an already intensely tactile moment.

And he moved down. His fingertips, lips and tongue took in the feel of her stomach and hips, the curvature, the smoothness, the up-and-down of her breathing, the pressure of her wanting. He fanned both hands over the expanse of her abdomen and kissed around her navel, relishing the warmth and the little twist of her body that it incited.

He kept descending, getting lost in the sensation, lost in her, lost in the fantasy, wondering if he was, once again, just standing in the console room letting his eyes shamelessly explore her, hoping she wouldn't notice, yet knowing that she probably would.

But the reality of this, of her, the experience of her, the sounds, the scents… all of it could not be denied. And when he reached the point where her thighs met, it got very real, very quickly.

Yet, there was no hesitation. He kissed the mound halfway between her hips, then slid his hand between her thighs, encouraging her. "It's all right," he whispered. "Just open them for me."

And when she did, he began to lick some more, this time between swollen, hot, molten folds. Her body arched, and she could not help but dig her fingers into his scalp once again. Her clit resisted him, as it should – it was hard as a pebble, and pushed against his tongue as he flattened it and began to rake back and forth.

Martha began to pant, and to push against the back of his head, looking for that impending release. Her legs splayed wider, and her hips pressed upwards, and suddenly, this fantastical, leisurely, sense-based trip over her body became incredibly real, urgent and goal-oriented.

He planted his hands on her hips and slid them around to her bum. As he squeezed the flesh, something in him changed. The fantasy changed. There was a place where his trains of thought led…

And now, it was all about getting there. He squeezed her bum with both hands, hard enough to hurt, and sucked her clit into his mouth. He pressed it between his lips and continued to flick it with his tongue. From here, it didn't take her long then to cry out, and let her body practically seize. She pressed upward as though she expected to fly away. She absolutely buzzed with pleasure, her mouth alternating between biting her bottom lip and going slack. Her fingers dug into his hair and the sheets, and she lost her breath... she seemed to come forever.

But after a few moments, she whispered, "Blimey, that is what you think about?"

"Yes," he told her, his voice gravelly and low. "In sometimes alarming detail."

"Wow."

He sat up on his knees, and for the first time, Martha noticed that he indeed was wearing pyjama bottoms. She had seen this pink and blue striped set before – it's what he'd been wearing when they met. Though, the front was incredibly misshapen now.

"You're here to see this thing through, yeah?"

"Yeah," she told him, inflected almost as a question.

"Because this isn't where it stops."

"No?"

"Oh, no," he insisted. His voice was still low, and his eyes bore into her like lasers. "Because, well… yes, licking and kissing your entire naked body inside my mind while you stand there, waiting for me to say something else… that is indeed, something I do on a regular basis. You knew that when you entered."

"Sort of."

"But fantasies have a life of their own, Martha. Sometimes you're facing me, and can see where my eyes are..." he said.

"Mm. And when I'm not facing you?"

He paused and gazed over her body, shuddering a bit with the sight. Then he asked, "Will you turn over?"

She did as he asked, without a word. She was now lying on her stomach, head resting on her forearms, thighs pressed together once more.

She felt his hands on her bum, and like before, he seemed to be only taking in the texture and contours of her body, but then, suddenly, he took her by the hips and pulled.

"Up," he snapped. "On your hands and knees."

"Oh!" she chirped almost involuntarily, as she obeyed the tug, and the order.

He ran a hand firmly down her spine, then kissed the small of her back, guaranteeing that she would arch and keen like a cat being stroked.

"All right?" he asked.

"Oh, yes," she moaned. She could practically taste the anticipation. It was all she could do to remain still.

She felt him moving on the mattress behind her, but she did not look back. Moments later, the pink and blue striped trousers were thrown over the headboard in front of her.

For the second time that night, he coaxed her thighs apart and placed himself between them. Then she felt both hands on her hips again, then felt those hands squeeze her flesh as something long and hard slid into her. They both gave a groan as this happened, both shivered a bit, both holding back from pushing, grunting, cursing, taking what they wanted from each other.

And so, she waited.

He ran his hands up and down over her back, again seeming to read the curve of her body like Braille.

And after a few moments, he pulled back, and slammed into her again, inciting another groan.

As he pulled back for the second, third, fourth, fifth times, and set about fucking her deeply, but slowly (for now), he wondered once again: am I still standing in the kitchen behind her, watching her reach across the counter for the mustard? Am I in some sort of precarious situation, watching her lean over and care for a patient, thinking highly inappropriate thoughts that are going to get us both killed? Am I self-flogging for letting my mind go to those places with her? Is this some kind of twisted punishment for not keeping my libido in check?

But again, the fantasy didn't stop, it just got more and more intense, more and more tactile… more and more engrossing. Like quicksand. Like a drug. Like the sweetest, most languid, sensual dream imaginable. Details became important as he committed every little moment to memory. He watched her fingers dig into the sheets beneath them, and wad the fabric in her palms for leverage. He heard her moan and whimper each time he plunged inside. He noticed her hair falling forward and being jostled back and forth, as he jostled the rest of her.

And certainly, he felt a storm gathering within himself, though all too soon.

He tried to slow down, and concentrate on her pleasure, not his own. And to that end, his fingers crawled around to the front of her, and found her clit. She hissed at his touch, and keened again, arching her back. "Yesssss," escaped from her lips.

He began to rub in slippery circles with two fingers, which was somewhat distracting for a few moments. But it was just a bit too perfect, because her groans ramped up in pitch over the next minute or so, and then she was coming again. He felt pulsations inside her, tugging on his cock, her whole body vibrating with pleasure, release, desire, and seemingly every shuddering human sensation there was.

It was too much.

He cursed inside his mind, wishing it hadn't been so bloody long since his last shag. But as it was, everything about him was ready to blow, and he needed to take his release. Even as she lost strength with the ebb of her orgasm, he moved her back and forth rapidly, pulling her onto his cock over and over again. Hard and fast now – there was no point in trying to delay at this stage. She barked out breathy cries with every stroke, her head flung back, her eyes shut tight…

God, she was perfect. Could she read his mind?

One last time, he slid one hand forward over her back, and grasped her shoulder hard. Absently, he wondered if he was hurting her, and it wasn't that he didn't care, it was just...

And with that, he stopped trying to hold back. He let himself go, and released deep inside of her. He groaned, cursed and tried to stay aware of her while he came. Waves of drunken pleasure flowed through and over and out of him… and then it was over.

It was over, and he felt like he'd been nearly drowned, or drugged. He swooned slightly, and pulled out of her, falling to one side with exhaustion, making an effort to stay conscious.

Likewise, she fell to the other side. Both lay there panting for a few minutes, holding hands, occasionally looking at each other and smiling.

"So, that's what's going on in your mind when I'm not actually looking?" she asked, at last.

"Yeah," he admitted. "When I do that thing with my eyes, and your back is turned… well."

"Doctor," she heaved. It was an exclamation in and of itself - it needed nothing more.

For a long while, they were silent, just enjoying the afterglow and thoughts of new possibilities.

Then, she asked, "Just one question."

"Why didn't I do anything about it? If I've been having dirty – and dirtier – thoughts, why did I just keep letting them be fantasies, not letting them breathe, letting them get a bit out-of-control?"

"Yes," she said. "And why did you lie to me when I asked you directly?"

He sighed, and took a while to answer. When he did, he said simply, "Fear."

"Fear? Of what?"

"Of… the unknown. Of outliving you by millennia. Of ruining our partnership. Of taking advantage of you. Of guilt. Of loss. Of heartbreak - again. None of this is particularly revelatory, Martha. You probably could have guessed at most of the reasons."

"I probably could have."

"But I'm not just a coward. I went down a bit of this road not so long ago with Rose. Well, not the physical bit of the road, but the angsty, tedious, what-will-become-of-us bit. And when I lost her, I vowed never to do it again. And then I met you, and it all went to hell. There were… feelings. Lust, of course, but also…"

"I get it."

"Good, because, I'm not sure I do."

She squeezed his hand. "We'll work it out together. Yeah?"

"Yeah. You know what? You're…"

"Please don't say brilliant."

He chuckled. "You're right. I'm going to have to come up with a whole new adjective now."

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