She awoke to the sound of their hushed voices.

"Come on, Doctor," she heard Jack murmur, his voice gravelly with sleep and the remnants of his ordeal, "just for one night."

"There's no night in the TARDIS," the Doctor replied evasively, as though he didn't constantly use the word "night" himself when talking to them. Not a very strong argument, that. Whatever discussion they were having, it seemed that Jack was winning.

Both men sounded amused, at least. That was a good sign.

"All the better," was Jack's blithe reply. "That means I can take my time."

"Seriously, Jack, twelve hours ago you were on the verge of- well..."

"The verge of death, Doctor? No, I think not." Jack's voice faltered, lost some of it's brightness, just for a moment.

"You were in a bad way, Jack. You need rest. You need to relax. You almost certainly need a therapist to deal with the stress of the traumas you've endured. How can you possibly want -"

"You asked if there was anything you could offer me that would make me feel better," Jack stated plainly. "You can't fault me for being honest."

There was a pregnant silence. Martha bit her lips to keep from laughing. Was this what it sounded like? Was Jack actually propositioning the Doctor right now?

"You're actually serious," the Doctor laughed nervously, confirming her suspicions. "Jack, we can't... I mean - Martha is trying to sleep right here."

She opened her eyes a sliver at the sound of her name. Jack still looked a bit weary, but he was smiling. He caught her eye and his smile widened just a bit before he turned his attention back to the Doctor, whom Jack was pinning to the mattress by his shoulders.

Jack is feeling better, then. Thank God.

The Doctor's trousers were wrinkled and he had his rumpled shirt sleeves rolled up to the elbows, buttons undone far enough for her to see the light shadow of his chest hair peeking out. His tie was nowhere in evidence and his hair was sticking out in far more directions than normal. Jack was straddling him, naked except for the pajama bottoms he had worn to bed. All remaining physical evidence of the torture he had endured had faded while he slept, and as the muscles in his back and shoulders moved his smooth skin glowed in the dim light. The pair of them together was a positively gorgeous sight.

Jack had seen her stir, she knew, but when he looked down at the Doctor now, his eyes were full of false innocence. The cheeky bastard.

"Oh, she's exhausted, Doctor. Don't worry about her. She'll probably sleep for hours." He made a dismissive hand gesture in her direction.

She stifled another chuckle at his gall. But she'd play along with his game, for now, because it looked like she was in for quite a show.

The Doctor muttered something insolent about primitive human apes and their base instincts, but even as he spoke he yielded, stopped straining against Jack's touch, and began to relax back into the pillow as he raised a hand gently to his friend's face.

"It must be lonely for you, man out of time, trapped on Earth as you are, so far in the past. It's so primitive, compared to what you've known."

Jack looked deep into the Doctor's eyes and shook his head, brushing the sympathetic hand away.

"There isn't anything for me on Boeshane. I can't go back to the time I was born. The Time Agents can go fuck themselves. But on Earth, here, and now? It's simpler - in a lot of good ways. And I have Ianto and Gwen and the others. I can sometimes actually help people. I -"

As his voice started to grow thick, the Doctor moved his hand to place two fingers over Jack's mouth, silencing him with the gentlest touch Martha had ever seen him use.

"I'm sorry I brought it up, Jack," he said with sad sincerity.

"It's fine," Jack said with a deep sigh. "At least you can relate. You know, I may be older than you are at this point, Doctor."

"That's why I worry. Your body isn't meant to endure for so long - even less so the mind. Neither is a Time Lord's, for that matter. That's why I regenerate. The strain on your human physiology over time must be-"

"I rather enjoy straining my human physiology, Doctor," Jack changed the subject abruptly by leering lasciviously, raking his nails up the Doctor's sides as he spoke, then rolling his hips to punctuate his meaning. He was clearly done speaking about his unique condition.

The Doctor laughed softly as his body arched in response to Jack's touch. "Okay, you single-minded primate. If you really think that ravishing a Time Lord will help your pain, far be it from me to-"

He gasped as Jack leaned forward to bite playfully at his collarbone.

"You talk too much, Doc."

And without further ado, Jack began to kiss and nip his way down the other man's body, and the Doctor finally gave up on words for a few moments. From where she lay, Martha could see the tension begin to dissipate from the Doctor's shoulders as he allowed himself to surrender control and focus on the sensations Jack was making him feel.

Despite Jack's impatient attitude a moment before, he seemed in no hurry now, and was taking his time to savor each taste as he made his way down the lean, muscular body to rest on his knees, straddling the Doctor's legs. He paused for a second with his ear to his chest, listening to the double heartbeat.

The Doctor ran a hand through Jack's silky hair and hummed appreciatively.

"You know you're really quite good at that," he murmured. "The kissing."

Jack smiled and closed his eyes, check still against the Doctor's skin.

"You don't have to sound so surprised," He murmured before continuing his exploration.

"Time Lords didn't really touch each other," the Doctor murmured softly, babbling a little as Jack moved, kissing along his sternum and down the ridge of his lower ribs. "No sex, typically, as I assume you're at least cursorily aware - not even for procreation, at least in the Citadel. Test tube babies, the lot of us. Sexual impulses were, as best, thought of as vestigial annoyances, to be mastered and overcome - intimate touch was considered barbaric. They'd have institutionalized me if they could've see me now. But the stigma goes farther than that. Most of us were never held or kissed or anything of the sort after we'd been weaned. The physical form was always considered inferior, and all focus was to be on the mind. So even though I've clearly indulged a bit here and there, in a few bodies, this sort of thing still feels alien to me, after all this time... This closeness. I'm out of my depth here. But... It's nice."

Martha's heart broke a little at the revelation. No wonder the Doctor seemed to relish each hug he gave them with such intensity. To share a joy or a pain with another in that way was something he had only come to know as an adult. What must it have been like to grow up so isolated? It sounded horrible.

Jack's words echoed her feelings as he sat up and placed both palms against the Doctor's chest.

"That sounds like the loneliest thing I've ever heard..."

For a few moments they just laid together as Jack touched him, really touched him, running palms all over his exposed skin, lowering himself to cover the Doctor's body with his own, burying his face in the Doctor's shoulder as though he could wash away the loneliness with his own warmth. The Doctor gasped and moaned, allowing his arms to fold around Jack and pull him closer, drinking up the contact like a man dying of thirst.

When Jack bit his neck gently the Doctor cried out, a soft and helpless sound. Jack responded with an appreciative hum as he pushed himself up on his elbows and gazed hungrily down at the man below him.

This time it was the Doctor who moved, reaching up to take Jack's face in his hands, lifting his own head to bring their lips together.

This kiss was soft, but with a more desperate edge. It was as though they had stopped teasing, and were both finally admitting how much they actually needed this moment. When they broke for air Jack's breathing was heavy and urgent, and the Doctor's cheeks were flushed.

Sitting up, Jack undid the remaining buttons of the Doctor's shirt and bent almost reverently to kiss the hollow of his stomach below the ridge of his ribcage. Martha's mouth watered as as she saw him run his fingers thorough the faint line of hair that led temptingly from his navel to vanish beneath the waistband of his trousers.

"Still... All things considered, Seems like you don't find it so bad, consorting with barbaric apes," Jack murmured, voice turning dark and thick with lust as he ran his palm against the bulge forming in the Doctor's trousers. "I guess it's fun to slum it with lower life forms sometimes, is that it?"

The Doctor gulped a lung full of air. "Filthy habit, I know. Could be worse, though," he snarked, trying to appear less affected than he clearly was. "At least you know what you're doing. If I'm going to act like a retrograde deviant, I may as well do it with someone who knows how to handle such things properly..."

"Is that a compliment, Doctor?" Jack quipped, waggling his eyebrows suggestively. "Oh, I'll handle you, all right."

Martha, still playing at sleeping, stretched and discreetly turned her head to face them, wanting a better view for what she suspected was coming next.

Jack didn't disappoint. He smirked up at the Doctor before finally opening his trousers, freeing his beautiful, swollen cock, flushed and dark against his pale belly.

"Not bad for a vestigial annoyance..." Jack breathed appreciatively. Martha's mouth went dry and she felt a rush of warmth between her legs. She was suddenly burning with the desire to reach out and touch the Doctor, taste him, in a powerfully primal way. She wanted to sink down on him until he was buried inside her to the hilt. The force of her wanting took her breath away, for a moment. But she remained perfectly still, not wanting to break the magic of the moment. The agony of her inaction was sort of delicious, in its own way.

"Beautiful," Jack breathed, pulling the Doctor's clothes off the rest of the way and tossing them carelessly to the side of the bed. Martha silently agreed. Naked and laid out in the dim light, the Doctor's lanky form had a delicate strength about it, like a dancer or a runner. Defined muscles recalled his active lifestyle, and his skin looked soft without appearing feminine. He was absolutely delicious.

The Doctor gasped when Jack came to rest on his belly between his legs and suddenly took the entire length of that gorgeous cock into his mouth.

"Oh my... Jack!"

Jack hummed around him, sounding as though he was ecstatically savoring some rare delicacy on a foreign world. It seemed that the entirely of his consciousness had shrunk to a bubble containing just him and the Doctor. Martha wondered if he even remembered she was there.

For a long time Jack laid there, worshiping the Doctor's body with his hands and tongue.

He moved one fist up and down the length of him while gently cupping his testicles in the other hand, exerting just a tiny bit of soft pressure there as he pressed his own neglected cock against the bed with his hips, searching for any bit of friction to slake his thirst.

Martha wanted to reach out and touch Jack, to run her hands over his beautiful body and feel the hot, solid weight of him against her palm. But she still held herself back, riveted as she greedily took in the sight.

Jack eventually came up for air, but by then it was the Doctor who was gasping.

"I want to fuck you, Doctor," Jack confessed through red, swollen lips, voice ragged. It sounded like a prayer.

The Doctor's mouth opened and closed once before he finally managed to say, "Yes. Yes, please."

He shifted the position of his legs, folding them up to give Jack better access to his body.

Martha felt another jolt of heat pool in her stomach and spread through her abdomen. Unable to stop herself she rolled closer to them, coming to rest about two feet away from the Doctor's lean form. She watched them hungrily as Jack slicked his hand up with lubricant from his bedside table and slid a practiced finger inside the Doctor, gently working him open while kissing and nipping along his hips.

The Doctor whimpers and moaned and let his head fall back against the pillows, awash in sensation, oblivious to Martha's nearness until his hand flexed, grabbing for contact, and he gasped in shock when hers came up to meet his with a firm, steady grip.

His hand was cooler than a human's, and she could feel him tremble.

"You're awake," he observed, looking charmingly embarrassed. Jack paused in his ministrations to look up and grin wickedly at them.

"You're too noisy," she replied mildly, her voice a low purr, "But I can certainly think of worse sights to wake up to..."

The Doctor made as if to reply, but his words were stolen from him as Jack pushed a second finger slowly inside.

"So there is a way to shut you up after all..." Jack teased.

The Doctor's hand tightened on hers as Jack fucked the Doctor with two fingers and then three, pulling out and pressing back in again, slow and steady. It was the hottest thing Martha had ever seen.

For a while they were all silent, except for the Doctor's incoherent gasps. Martha was captivated by the sight in front of her, of the Doctor coming apart piece by piece, decimated by the intensity of Jack's steady, reverent movements.

When he opened his eyes Jack met her gaze, and the intimacy that passed between them was breathtaking.

"Do you want to slide in here?" Jack asked suddenly, sitting up on his heels and gesturing towards the Doctor's straining, neglected cock as casually as if he was offering her tea. "What do you think, Doctor?"

The Doctor flushed deeper red and smiled up at her through his eyelashes. "Ladies choice," he murmured by way of consent.

Martha's mouth went dry again as she thought about what they were offering. Her mind was inundated with images of he own body writing under the Doctor's, that beautiful cock pushing into her with the force and rhythm of Jack's thrusts as he penetrated the Doctor from behind. Martha's cheeks flushed, and the warmth at her core became a sharp ache, throbbing with the sudden force of her desire.

But as suddenly as these images had flooded her imagination she found them replaced thoughts of Tom Mulligan and his soulful brown eyes... of her own justifiable rage from just a few hours before. And she realized that she couldn't do it. She'd just mustered the will to leave. She knew herself - she couldn't do this thing and still mange to walk away.

But maybe they could meet somewhere in the middle?

"I want to," she told them both. "But not... I can't... No penetration. It's too much."

Jack nodded his understanding and smiled. "I think we can work with that. Why don't you take off those pajama bottoms, then go lean back above him, by the head board? Doctor, get on your hands and knees between her legs."

She moved into place against a fluffy pillow, stripping down to simple tank top and thin, cotton panties. The Doctor also did as he was asked, coming to kneel between her legs and smiling shyly at her.

"This okay?" He asked softly.

Martha, not trusting her voice, smiled and nodded back at him.

How is this my life? She asked herself as the Doctor folded forward to rest his head on her chest, draping his arms lightly around her.

This was harder to wrap her head around, in its own way, than Daleks and the Master and resetting the Earth's time lines with a frenzied prayer. Martha reacted instinctively to the embrace, bringing one arm up to wrap around his shoulders while the other tangled in his hair. The heat of his skin and the firmness of the muscles beneath was absolutely delicious.

Jack beamed at her from the foot of the bed.

"Beautiful," he breathed, caressing his swollen cock with a lube-slicked hand.

He moved into position behind the Doctor, nudging Martha's legs farther apart to slide between them and the Doctor's knees. He urged the Doctor wordlessly to raise his hips higher, and Martha lay transfixed by the intensity of his crystal blue gaze as he positioned his cock and slowly began to push himself inside.

Jack smelled amazing - dizzyingly good. Martha realized with amusement, as he leaned in closer, that she was drunk on his 50th century pheromones.

Jack looked like he was drunk himself as he pressed forward slowly into the heat of the Doctor's body. The Doctor, meanwhile, clung to Martha as though she were his lifeline, his arms around her tightening as he gasped in pleasure and discomfort, trying desperately to hold his hips high despite the trembling in his legs.

"Jack..." He choked out helplessly.

"Oh, Doctor," Jack replied, his voice thick with lust. "You feel... just unbelievably amazing."

Martha thought she might die from the amount of desire and emotion saturating the room around them. Jack's words stoked the heat within her and her core ached, wanting desperately to be filled and damn the cost of her actions.

She found that she was clinging to the Doctor now as hard as he was holding her, as they both tried to prepare themselves for what was to come.

Martha raised her eyes to Jack's and found she was mesmerized by them - over large pupils ringed in cerulean blue that seemed impossibly darker than they had been a half hour ago.

"Do it," Martha commanded with a rough, breathy moan.

Jack gave her a warm, knowing smile and a wink. Then, taking the Doctor's hips in both of his hands, slowly began to move.

The pace was slow and steady, and she felt herself succumb to the rolling, erotic rhythm.

After a few long, sensuous moments Jack shifted, allowing his body to fold forward over the Doctor's and gripping the head board behind Martha's head with one hand.

The new angle was deeper, Jack's thrusts were harder. Even if she couldn't have felt it through the Doctor's body, the white knuckled grip he had on her shoulders would have been enough for her to understand. And when Jack's cock found a place within that caused his spine to arch and his arms tremble, the Doctor gasped what sounded like a prayer into the hollow of her throat.

Martha's body soared with the sensations - the weight of the two men above her, the relentless rhythm and heat of their movements. She felt like she was on drugs, her whole world reduced to the pulsating ebb and flow of Jack's movements and the soft descant of the Doctor's breathy moans. Her core was throbbing, protesting her decision to abstain from a more intimate embrace. She could feel the pooling wet heat of her own arousal slick against her thighs.

Before long, the Doctor was squirming beneath them breathlessly, murmuring incoherently in a language the TARDIS didn't care to translate. His hips canted forward in desperation.

"Uh-uh, Doctor," Jack warned him, "Not yet. Her before you. She deserves it."

Why was he denying the Doctor? She herself had decided that penetrative sex would be too much, too close to the thing she so desperately wanted but could never truly have. But she couldn't argue that the idea was intoxicatingly hot. The Doctor's taut body above her, seeking friction, desperate for relief but frantically trying to hold on until Jack gave him permission to let go.

She locked eyes with Jack, who locked his lips as he slowed the motion of his hips to a maddeningly gentle pace. The Doctor keened desperately between them.

"Show us what you like, Martha," Jack requested in a thick, heavy voice. "Tonight is for you too. Whatever you need."

Martha slid an arm from around the Doctor's shoulders, feeling absurdly self conscious considering what was happening between them. With a shaking hand she guided her fingers to her core.

The Doctor ran his hands up and down the sides of her body, making her shiver in pleasure as they made cool contact with her skin.

Her fingers felt like ice against the heat of her own skin, and as they trailed against the dripping heat of her vulva she gasped, burying her face in the Doctor's neck.

He moved his arms to hold her tight around the ribs, murmuring soft encouragements into her hair, broken only by his own gasps as Jack's thrusts grew rougher and hungrier.

"Good God," Jack exclaimed in a ragged voice. "You're both so fucking beautiful. It's just... Incredible. I can't- Martha baby tell us what you need-"

The desperation in his voice was her undoing. The orgasm hit her like a truck, ripping a scream from her throat she barely recognized as her own as her world dissolved into nothing more than a wave of overwhelming sensation.

She arched up against the Doctor, collapsing against the head board as his own back arched and he cried out in a language she didn't know. She felt the heat of his climax splatter against her bare thighs and cried out again at the sensation. Jack followed them moments later, his thrusts growing more and more erratic until he froze with a silent gasp, gripping the headboard with white knuckles as he trembled above them.

They fell away from each other, breathing hard, Jack to one side and the Doctor to the other, leaving Martha lying between them, unable to think about anything at all but the glorious sense of peace she felt for the first time in almost a year.

I'm going to be okay, she realized suddenly.

And then for a few minutes, there was nothing. And she slept.

The Doctor was watching her when she came back to reality, looking at her like a beautiful rare bird or a supernova.

"Human beings really are quite brilliant, aren't they?"

She rolled to face him, making a face as she realized that she was still covered in their mingled fluids.

"Never have gotten used to the mess. Horrifically inefficient manner of reproduction," he teased.

"Just means we get more practice..." Jack quipped. They rolled their eyes at him playfully.

The Doctor smiled and gathered Martha into his arms, holding her against his naked chest. It must have been the endorphins, but in that moment she forgave him for absolutely everything. She would have felt content to bask in the moment forever.

"I'm sorry I can't be what you want, Martha," he murmured. "I'm sorry that I'm not the man you need."

"You can't help who you are, Doctor," she replied softly. "But it's okay. Today you were exactly who I need. Even if it was only for tonight."

"'Was'... You're leaving," he said. It wasn't a question.

"Yeah," she told him. "I am. It's time."

He nodded sadly, and pulled her closer.

"I'll miss you, Doctor," She said unnecessarily.

He hugged her tighter.

"You're a star, Martha Jones."

He pulled back and took her chin in his hand, leaning in to kiss her softly. It was no a kiss between lovers, exactly, but rather one that felt like thanks and a benediction at the same time.