A/N Sorry for the LONG delay. I can write dialogue in my sleep, but for some reason smut takes a lot more time. Thanks for hanging in their. Hopefully this chapter will be worth the wait. Just two more chapters to go. I have them all worked out in my head, so I should be faster with them. Thanks for reading.

Chapter 7 - Two's company...

Rose stopped just inside her bedroom door. An uncertain look creeping onto her face. "Hey," Clara said softly, bringing a hand up to caress her cheek, "what's wrong?"

Rose pressed into the touch, "It's just... I've never done this before."

"There's no pressure," Clara said with an encouraging smile, "We don't have to do anything you don't want to do."

"But I do want to," Rose said quickly with a blush, "I just don't know what I'm doing."

"Yes you do. Trust me," Clara kissed her again, deeply. As she did she reached around and unfastened Rose's bra.

Rose chuckled, "Boys are always rubbish at that."

"It's just practice, that's all," she pulled Rose back into an embrace and let her hands move unimpeded across the soft skin of her back.

Rose reached out for Clara's bra, but it took two or three attempts to get it off, "How could I be that bad at that?" Rose asked in a self deprecating way.

"Like I said, practice," Clara cast the bra aside and then took Rose in her arms again, both women delighting in the feel of skin against skin.

"I should have gone to camp..." Rose muttered before her mouth was stopped with a hungry kiss.

Clara gently laid her down on the bed. "We can stop at any time," Clara whispered, wanting to make sure Rose was still comfortable.

"It's all green lights so far."

Clara smiled. She kissed Rose lightly and ran her fingertip slowly down her side. Rose shuddered and deepened the kiss, her hands woven through Clara's long, chestnut hair. Clara began to caress Rose's breasts. This made her moan in the most delightful way. Clara couldn't help but smile against her lips. She abandoned Rose's mouth and left a trail of kisses down her neck. Rose moaned deeper and involuntarily shifted her hips until Clara's thigh was resting between her legs and hers found the same place for Clara. Both women let out a sigh at the delightful friction, their hips rocking back and forth slowly as Clara kissed her way down to Rose's breasts. At the feeling of Clara's tongue on her nipple Rose arched her back and called out in ecstasy. She reached out for Clara and grabbed on tightly to her forearm.


On the other side of the city, midway through his repairs, the Doctor felt that familiar pain in his arm. Clara had found something. He closed his eyes, ready to ask what it was, but his words seem to disappear. For perhaps the first time in his whole life the Doctor couldn't make a sound. It wasn't possible. With his eyelids tightly shut, looking through Clara's eyes, he saw Rose. And not just Rose, he saw all of her. She was lying down, topless, her eyes filled with lust, staring up at him... no, not him, Clara. She must be looking at Clara. He was so baffled; so completely spellbound that it took him a moment to catch up to the other transmitted senses, but soon they hit him too. The smell of her, so achingly familiar that it broke his heart even after hundreds of years. The feel of her soft skin and the way it tasted, slightly salty and uniquely her. And the sound. What amazing and terrific sounds she was making. How she mewed and sighed under Clara. His Rose. His Clara, too. Perhaps possessive adjectives were a little more complicated now. The slug was sending him other sensations as well. The sharp pain as Rose dug her finger nails into Clara's arm, the dizzying feeling of the pressure between... Clara's legs.

He had to stop. This was an intrusion, a violation. He was never meant to see this. Clara was so distracted she might not even notice the pain of him severing the connection. The Doctor reached out for his own arm, but before he could sever the link he felt Rose's hand pulling roughly on his-Clara's hair. She was guiding Clara upwards and back into a heated kiss. Those lips, that tongue, even the feel of Rose's teeth as she gently bit Clara's bottom lip. The Doctor had kissed those lips once, but it wasn't Rose behind them, and it didn't surprise him that the real Rose was passionate and teasing and loving, all at the same time. That she threw herself wholeheartedly into the kiss and held nothing back. She was growing bolder, she snaked her hand between their bodies and reached under Clara's knickers. Both Clara and the Doctor let out a deep sigh as Rose's fingers explore the wet folds before coming up to delicately brush against Clara's most sensitive spot. Rose moved her fingers gently, experimenting with different motions and speeds until she found one that made Clara's breath hitch in her throat. "You...you learn very fast," Clara manage to get out through ragged breaths, "told you you were brilliant." The Doctor mightily agreed.

It took all of Clara's self control to pull away from Rose. She sat up, staring at her dreamily for a moment before inching down her body and positioning herself between Rose's legs. She ran her fingers up the inside of her thighs and Rose's whole body shuddered. But her eyes kept finding Clara's, a wicked, expectant grin on her face. The light was green to be sure. With deft hands Clara removed Rose's knickers in a teasing way, without coming in contact with any of the places Rose longed for her. After casting them aside Clara crawled back up the bed. Rose called out in surprise and delight at the feel of Clara's mouth on the inside of her thigh. Clara kissed, licked, and bit her way further up the leg, while she ran her nails against the inside of the other. Rose froze at the feel of Clara's breath against her sex. Rose held her breath. The Doctor did too.

Clara's tongue against her centre seemed to fire electricity through Rose's veins. Her whole body quivered and her fists gripped the sheets. Experience was right. Clara artfully licked and sucked on Rose's clit, sending waves of euphoria through the young woman. Rose thrashed so much under Clara's skillful mouth that Clara had to hold her hips steady, which only caused Rose to call out with greater insistency. While her tongue worked in agonizing strokes Clara teased Rose's entrance with her fingers, "My you are wet," Clara smirked, before returning to her work.

"You think?" Rose was rocking her head from side to side. No one had made her feel like this before. "Clara... I want..." she seemed at a loss for words.

"This?" Clara asked innocently, as she slipped a finger inside her. The pure cry of pleasure that escaped Rose was answer enough. Clara added a second and thrust her fingers in and out rapidly while continuing to worship with her mouth.

The Doctor was on sensory overload. The taste of Rose, the smell of her, the sound. Clara's burning desire coupled with his own. Did she feel it too, he wondered, the way her own senses were being amplified? He doubted she could possibly be this free if she knew he was there too. Guilt crept back into him. He should stop this now.

Rose was close. All three of them knew it. "Is there a way...?" her body spasmed in pleasure, but wasn't quite there yet.

"A way...?" Clara echoed, gazing up at her from between her legs, while her fingers continued to thrust into her.

"A way we could come together? I want to make you feel this too."

Clara smiled in a smoldering way and sat up on the bed. She pulled Rose up to her and captured her mouth in a deep kiss. Rose couldn't think of anything more erotic that tasting herself on those sweet, rosy lips. Rose's whole body was on fire and with rushed and impatient hands she made short work of Clara's knickers, "It's a crime that you've had these on the whole time," she managed to say in-between kisses. "What do we do now?"

Clara smiled, searching out Rose's eyes, "You're amazing, you know that?" Clara shifted their position slightly until they were aligned, centre against centre. Rose held her breath; having Clara's sex against her own felt amazing. Clara began to rock her hips, starting up a steady rhythm. Before Rose even realized she was doing it she was matching her pace. Rose was a goddess. Her blond hair bouncing in time, her face expressing everything she was feeling, her eyes staring right into Clara, right into the Doctor. She'd never looked at him that way. Maybe somewhere off in a different universe, but not in this one. Rose and Clara were getting closer. The Doctor was too. He was trying to fight it, but even Time Lords could not resist these deep-seated biological responses.

Clara increased the pace and Rose matched her, linking their hands together, spurring each other on. Clara closed her eyes as another wave of pleasure shot through her and for a moment the TARDIS's control room came into view. Her eyes snapped open. She glanced down at her forearm, but there was no way to reach it, Rose was holding on to her hands tighter than ever, and her movements were becoming wild. Clara was losing control as well. She rested her forehead against Rose's as her body began to shake. They came together, the two lovers in bed, and the silly old man in his lonely box.