*Author's Note: This chapter is dedicated to everyone who yelled at me across various media about how the last part ended. :) Will probably do a little epilogue after this to wrap things up.*

Convinced they were out of danger, the Doctor looked up from the console controls to see a half-naked Rose Tyler breathing hard with her back against the door. He smiled, knowing it was more than their sprint to the TARDIS that was causing her chest to heave, her face to flush. Then he paused, finally rerouting enough oxygen to his brain to remember all the reasons why they shouldn't do this.

Rose saw his expression change, could practically see the steel doors of his emotions lowering again, inch by inch by inch. She started up the ramp at him, holding up a hand as if to stop their descent.

"Rose," he said, apologetically.

"Oh, no you don't." She rounded the console to stand in front of him. "I'm standing here in my knickers, for god's sake! And why am I in my knickers? Oh, I don't know, because you took my jeans off!"

Rose steadied herself against the railing and tried to reign in her frustration. He didn't deserve that - well, not completely - and the state of her undress was besides the point. She thought about his lips on her thigh, strong hands gripping the backs of her legs, and took a shaky breath.

"Look Doctor," she started again, softer. "I'm not gonna force you. But we're not doing anything wrong. I want this for us. I want you." She suddenly felt shy after that admission, put forth so honestly, and bit her lip looking up at him tentatively.
The Doctor had to silently count to 500 in the span of a few seconds to stop himself from pushing her against the console and kissing her hard. He had to think big picture.

"Rose," he tried again, swallowing thickly. "Before when I said I don't want to let you down, disappoint you, it's just..." He ran a hand through his hair, trying to find the words, trying to ignore delicious-looking pout growing on her face. "I can see all the ways that this might end for us. Tens of possibilities flashing in my mind and all leading to the same point. There's only pain."

"Oh," Rose whispered, contemplating his words. She knew she should feel downtrodden at this revelation, that he had an inkling of what was in store for them and it wasn't good, but she couldn't help breathe a soft sigh of relief. He was trying to emprotect/em her. It wasn't that he didn't want this with her. The only problem was he was trying to protect her from himself.

"Doctor, it's going to end in pain either way," she said, resigned, holding her hands out helplessly in front of her. "If we don't move forward from here, that will hurt to. I'd rather take my chances, enjoy whatever little happiness we can have while it lasts..."

She turned from him, not wanting him to see the tears brimming in her eyes. She felt lightheaded, disconnected from her body, still jarring at having gone from his head between her thighs to near tears in the span of five minutes.

He came up behind her, wrapping one arm across her stomach and the other across her chest, holding her tightly to him. He leaned his head against hers and she could feel his breath on her left earlobe. Even after everything that happened on the space station this made her shiver; a simple hug from behind, his breath on her skin. Her heart sank as time passed and his touch didn't falter, hands unmoving. She gently disentangled herself from his arms, picked up her jeans and trainers from where he had dropped them, and slowly walked out of the console room.

The Doctor didn't want to admit to himself how much it stung when Rose walked away from him without so much as a glance his way. All this talk of not hurting her and that's exactly what he'd gone and done.

He paced the width of the console room running different scenarios through his mind, trying to find the one that would lead them to happiness. He swore under his breath, realizing what she said was true. For them, pain was looming, a thundercloud on the horizon. He could feel it, always could. The only choice lay in what they would do in the mean time.

He found her in her bedroom, the first place he looked. She was curled up on her bed on top of the duvet, facing the wall, still only wearing a shirt and knickers. The lights were off and she didn't turn when he opened the door, but he could tell by her soft breathing that she was awake. "Rose," he said quietly.

When she didn't respond he walked over and sat on the edge of her bed, resting a hand on her waist. "Rose."

Still nothing. He sat there dumbly for a moment and ultimately decided that if Rose Tyler wanted him to leave the room, there would be no mistaking her intentions. So he slipped off his trainers and laid down on the bed behind her, slowly fitting his legs behind hers, running his hand up her arms, which she clutched tightly to her chest.

"Do you remember last night, Rose?"

This question apparently piqued her interest and she rotated in his arms until she was facing him, keeping a few inches between them. He was relieved to see her cheeks were dry, but that sad look was still in her eyes. She nodded. He seemed to be struggling with what he was going to say next. Having a feeling it was another apology, Rose cut him off at the pass. She'd heard enough sorrys to last a lifetime.

"You've slept in here before, haven't you?"

"Yes." He held her gaze, seemingly not planning on elaborating.

"Why?" She felt the frustration simmering inside of her again. If this was his idea of patching things up, he would need to do better, fast.

He tugged on his ear, bitterly noting how typical it was for his loquacious gob to fail him only when talking over important matters with his most important person.

"Sometimes I just... need to be with you," he said, stitching the words together as best he could. "If we've had a bad day, if not everyone lives, it helps to be close to you." He didn't look at her as he spoke; eyes focusing on his hand that was tracing her fingers, which were splayed against the pillow.

"But don't you think I feel the same way? Did it ever occur to you that maybe I would take comfort in being near you on nights like those?" Her words weren't accusatory, but laced with sad regret. "I wish you would have let me known you were there."

She brought her other hand to his face, cradling his strong jaw, so that he would look at her. She could see that look in his eyes again, like he was torn between advancing and retreating. Steel doors open or steel doors closed.

He was relieved that she was touching him again, reiterating her feelings for him. It seemed no matter how many times she told him she cared about him it made his hearts beat a little faster. He brushed her hair out of her face, leaving his hand tangled in her locks, thumb stroking her cheek. It was then he realized he had fallen off the ledge long ago, that there was no decision to be made - he was already hurtling toward the abyss. The Doctor felt a rush similar to the one he experienced in the pit on Krop Tor after releasing his harness from the rope.

"Do you know what I wanted to do last night?" Oh, she knows.

"Show me."

Tilting her head with his hand, he brought his mouth down to hers, pulling her into a long, deep kiss. Rose gasped, in both pleasure and surprise, not realizing he would obey her command, that he had changed his mind after all. His tongue explored every inch of her mouth, experimenting with the reactions he could elicit from her; a gasp when he ran it along her roof, a squeeze when he tasted her fillings, a whine when he ran it along her plush bottom lip.

That lip, which he had lusted over since the day they met, and her soft noise resulted in his undoing. He growled hungrily, taking her lip between his teeth, releasing her head to pull her knee over his hip, closing the gap between them.

Rose moaned at the sensation of him sucking on her lower lip combined with the feeling of his cock hard against her stomach. She was reminded that she was still in her knickers, which were probably soaked through by now, leaving wet spots on the crotch of his trousers. Incapable of caring about that now, she wrapped her leg around him pulling him closer, searching for any kind of friction that might help dull the ache between her legs.

Sensing her desperation the Doctor pushed Rose onto her back and straddled her, pausing above her to remove his suit jacket. That done, she pulled him down roughly by the tie to take his mouth in hers again, fumbling at the buttons on his shirt while she was at it. Using one hand he skillfully started to help her, and she abandoned that job for pulling the shirt from his waistband and then going to work at his belt buckle. She needed him inside her now, before he could have third, fourth, and fifth thoughts. Before she died of unquenched arousal.

"Now you," he breathed, having wrestled the shirt from his shoulders. She unzipped his fly before lifting her arms above her head, allowing him to drag her t-shirt off. She left her arms above her against the pillow, while he expertly unhooked and discarded her bra, taking a second to marvel at her raw beauty before pinning her arms above her head. He leaned down to suck on the sensitive skin below her ear.

"You like me helpless, Doctor?" she asked, arching her breasts into his bare chest, knowing he could feel how hard her nipples were now.

"You could never be helpless, Rose," he said into her skin as he kissed down her neck, tasting her collar bone, her clavicle, the tiny freckle on her chest.

He used his hips to push her back flat against the mattress, moving his erection against her in the process and groaning as a result. He wished he'd at least taken his trousers off before securing her arms above her. In truth, holding her down was an act of self preservation; he was sure he wouldn't last long if she touched him in all the ways she desired. But a small part of him also relished in throwing her off her game, in forcing the ever-selfless Rose to receive his attentions without giving any back. Not that she wasn't trying, what with the way her hips were moving against his.

His mouth finally reached her right breast and he ran his tongue around the outskirts of her peaked nipple, making her moan in frustration. She was about to protest when he sunk his mouth around it and sucked hard, running his tongue across the bud. She moaned in earnest this time, a sweet sound emanating from the back of her throat, arching off the mattress once more. He moved her hands down so that they were on either side of her head to give him better leverage, turning his attention to her left breast.

"Let me go," she said, voice low, wrists straining against his hands. He gave her nipple a long suck in response and Rose spoke through her moan, "Let me go, now. I need you inside me."

The Doctor gaped at her and she felt his cock twitch against her stomach in response to her words. Seeing her way out of his hold, she ventured forward. "Doctor," she said, voice husky. "I need you to fuck me."

With that, he let her go and she sat up in an instant, pushing him into a kneeing position. Hooking her thumbs under the waist of his pants she pushed those and his trousers over his bum, lying back down, leaving him to kick them the rest of the way off. He hovered over her again and before he could even think of restraining her once more, she reached between them and took his cock in her hand, so hard and smooth and dewy at the tip.

"Fuck, Rose," he moaned, pushing into her grip, as she ran her free hand over his chest and shoulder before pulling him down into a messy kiss. She felt a singe of heat course through her at hearing him say her name like that, especially coupled with the word before it, which she'd previously only heard him mutter in frustration while tinkering with the TARDIS.

She dropped her hands from him to slide her knickers off - finally - and he shifted back between her parted legs. She brought her hands to his lower back, pulling him to her, feeling the head of his cock bobbing at the inside of her thigh.

He could so easily have slid into her right then, but he paused, trying to collect his wits about him. He had thought about this for so long, they both had, and he needed to be sure he got it right. He reached between them and ran a finger along her folds, sucking a breath in when he felt just how wet she was for him. Rose whimpered as he touched her there, so close to where she needed, and pulled on his lower back again, nails digging his flesh.

Not to be rushed, the Doctor plunged a finger inside her, then two, then three, Rose's back completely off the mattress now. His thumb traced her clit, barely touching it, and the tremble returned to her legs.

Almost subconsciously he brought his index finger to his mouth, sucking her juices from it, identifying all of the distinct flavors that were Rose. Time seemed to slow as he took in the sight of her, wanting and writhing below him, casting him a look of hunger that he'd never before seen grace her face.

"Doctor," she said, voice pleading. "Fuck me."

Supporting himself on his forearms on either side of her, the Doctor gave Rose a slow, gentle kiss as he positioned herself at her entrance. She arched against him, gasping as she encompassed his tip, but the Time Lord himself didn't move. He was staring down at her, face tender, lips struggling to form words.

"Rose, I..."

"I know," she said, trying to keep the impatience out of her voice.

"No, you don't." He ran a thumb along her jaw. Oh, she knows. "I promised myself I'd tell you. If I ever got out of there, I swore I'd tell you." He cursed himself for wasting time, for telling her about telling her, instead of actually just telling her. How did he get so emotionally stunted?

"Doctor," Rose said gently, sensing his inner struggle. "I do know. I've always known. You know too, right?" He nodded, feeling a stinging behind his eyes. "So you don't have to tell me," Rose continued. "Just show me."

And with that he pushed into her, slowly, eyes locked on his precious girl. Rose gasped when he was fully inside her, all the while keeping her eyes on him. As he began to pull out she closed them, though, the sensation so overwhelming she had to give up sight, hearing, and taste to fully experience this feeling. They fell into a slow rhythm, him pulling nearly all the way out before thrusting back inside her, burying his face in her neck as her tightness and slickness and warmth became his whole existence.

Rose wrapped her legs around his waist, locking her ankles, and he picked up the pace, lifting a hand to fondle her breast. It took them a few minutes to fall in sync, to match each others thrusts, but it didn't matter - to them, the off-beat rhythm was just as beautiful as the measured score.

Unable to hold back any longer he began to move even faster. Rose clung to his neck, abandoning all attempts at reciprocation, feeling that warmth begin to pool at the pit of her stomach.

The Doctor sensed her nearness and slowed slightly, wanting to stretch her pleasure out. He bit her neck, sucked on her earlobe, ran a tongue over her nipple, and finally, when he knew he couldn't last much longer, snaked a hand between them to rub circles on her clit. Rose's orgasm started slowly, breath caught in her throat as she bucked beneath him, mouth open but no sound coming out. He continued to pound into her until a whispered "fuck" escaped her lips before she moaned loudly, repeatedly, grasping at every inch of him she could find.

The Doctor watched in awe, saving the memory of Rose coming in a secure part of his brain, even as it was happening. Of all the times he thought her beautiful, nothing compared to this moment.

As he felt the last spasm of her walls against him the Doctor came then too, moaning softly into Rose's ear, strands of her hair stuck to his lips. She reveled in the sound he made, still not quite believing it was all for her. She smiled into his chest when he gently pulled out of her, leaving a wet trickle in his wake. He rolled onto his side next to her and pulled her to him, Rose slipping a leg between his before realizing they were still on top of the duvet.

She nuzzled into him, uncaring, until the sweat began to dry on her skin and she shivered against him. "Let's get under the covers," he said in her ear, voice still low and sending different shivers down her spine. They untangled themselves long enough to get under the sheets, Rose making a mental note to wash the duvet cover tomorrow, before resuming the same position they were in before.

"You really know?" he whispered, rubbing circular patterns on her back.

"I know," she murmured against his neck just before drifting off to sleep.