A/n: this one is a longer chapter so... Yeah. Bye!

Right. Enjoy, read, and quite possibly review?

Story's getting a little bit more complicated, and I know I've definitely got some plot holes but they will all be closed once the story progresses. Kind of like the hellmouth in Buffy. Whoops. Wrong fandom. Anyway, just read and enjoy. I command you to. Mwahahahaha!

Lily shifted uneasily on her feet. Their long awaited talk seemed to be to her something nightmarish out of those old fairy tales. It was silly of her to think so, but after everything, everything, she really wasn't looking forward to The Talk. She had seen things, and done things that would've made her Doctor blush and then some.

It was...awful to have to tell him about those things because...because he wouldn't view her in the same light anymore. He'd act as if everything was alright, sure, say sweet things like "we're together now, that's all that matters" but deep down inside that inscrutable head of his, he would regard Lily with a taste of mistrust. Not enough to tear them apart, but just a little so that Lily would feel obligated to want to make it up to him. The troubling part of it was, she had no idea how she would start. She had two daughters to care for (and apparently a son too, but he was...Lily couldn't remember) and she had already missed a few months because of that damned time stream.

She had so many things to make up for... Leaving James so abruptly, running away with an alien and falling in love with him twice, getting her friends killed... Gwen...Ianto...That poor girl Hermione...

Merlin's Beard! Jack! She had forgotten about him. He couldn't die...so somewhere on Midnight, he was still being held in some dark dungeon...

She shook away the thought. If she kept on thinking about those types of things, she would never get to talking with the Doctor.

"Sit," he instructed, taking a seat beside her. The console room was quiet, save for the indestinct humming that never really went away. Lily tilted her head at the humming. It was a rather soothing type of noise. It was nice.

"OK, you're not the boss of me," she joked softly. Her smile didn't quite reach her eyes., but she continued the façade anyway, because the alternative was just too... Well, it wasn't preferable.

A smile tugged at the Doctor's own lips, but he managed the serious expression he was fighting tooth and nail to keep on.

"Lily... Do you remember anything?"

That took her off guard.

"Sorry?"

"I... Back on Midnight, before...well, do you remember when the Daleks attacked?"

Lily frowned.

"Of course I do. What's this about?"

"Do you remember me...stabbing you?" He was grimacing now.

People were screaming. Something about her not being the 'real Lily'...

"Why did you stab me?"

He grabbed hold of her hand, folding it in his own.

"I was wrong. I had a theory, and... I was wrong. I'm sorry. I am so, so sorry. After I was shot...you were taken away, and, fixed up, I was too, but taken prisoner. So was Jack. "

"But why are you telling me all this? I already know what happened. I was there!"

"I know, I know. But human memories, even a witch like yours, are unreliable. Sometimes you forget things. Important things. Unimportant things. The point I'm trying to make Lily, is that..." He gave a weary sigh. "I shouldn't have let any of that happen. And I promise you I won't let anyone hurt you again, not Kovarian, not the Daleks, not the Master, not even me." He got up, went to the console, and pulled a lever. A second later, a pink light appeared on the console screen. Beneath the light were the words, 'pilot mode'.

Lily noticed.

"Doctor, what are-" She fell silent when he scooped her in his arms and planted a swift kiss on her mouth.

She continued in blissful silence even as she was carried away to another room. Her heart beat was a bit too quick for her liking, but all of her worries were soon forgotten about.

"Are...Are you sure?" She managed to say between gasps of breath and heated kisses. She sighed a little when he moved down to her collarbone, and lingered there for a while. "I mean... I...After everything?"

He paused in unbuttoning her shirt. Lily was surprised. She had pictured the Doctor to be more...more flustered, and possibly inexperienced in that field, but instead...pure confidence. Were all Time Lords so knowledgeable? She almost smiled.

"After everything, Lily?" Those ancient eyes of his were lit up like what the muggles called the Aurora Borealis in the night sky. He touched her cheek, brushing away a stray hair. A familiar electric feeling shot through her.

"I practically abandoned you, and Harry and everyone else... How can you even stand the sight of me?" Oh, for wizard's sake! She was bloody crying! Why couldn't she have made things go more smoothly? Lily kept making mistakes, but so did everyone else she knew that much. But those mistakes hurt everyone around her. Her home...her planet burned because of her. And that hurt. The damned tears didn't stop anytime soon, so the Doctor eventually realized how deep she was in.

He cradled her to him.

"I know. Everything that's happened is...indescribable, really Evans. But...I have thought about this, I have honestly, I mean all that time being chained up some thoughts were formed-"

"-Just...get to the point, Doctor."

"Okay, okay. After everything, and the agonizing amount of time spent away from you... I realized I've never wanted anyone anymore than I've wanted you in my entire life. And...as you know, I've been around for a while. I've seen things, met people."

"What about...Oh, come on! There's got to be someone other than me!"

A brazen look from the Doctor told her everything.

"Okay. So there has been. No big deal, I mean, when I started traveling with you, I was with James and... I don't know anymore. I feel like such a-"

He touched his lips to hers with the sole intention of distracting her. It worked.

"Listen. If...if you're going to keep doing that, we'll never actually talk..."

"That's the point." Her shirt thrown carelessly to the side, the Doctor began working on her pants, shoes, until eventually she was just left in her underwear.

Vaguely, a memory of her first encounter popped up in her mind. Remembering things like that were always odd, but that night had been...well, unique. And looking back on it, very, very funny.

"Doctor!" She yelled louder this time louder. The Doctor's voice drifted to her.

"Alright, I'm coming. Don't get your knickeys in such a fuss." The Doctor bent over, looking down at her. There was some amusement in his eyes.

"Are you going to help me out or not? And what are knickeys?" Lily demanded, angry. She was scared of course, but the anger helped her to think and speak clearly.

"I don't know what on knickeys are. I just like the word..."

Remembering that moment in a different perspective reminded Lily why she fell in love with the Doctor in the first place. The man was ridiculous. So she laughed.

"What are you laughing at?" The Doctor's voice was low and...husky? She never thought she'd see that coming.

"You." She might as well have been honest about it. "Do you remember knickeys? You know, me dangling from the TARDIS?" A confused look passed over his face before he broke into a wide grin and nodded. She giggled.

"Still have any idea what they are?"

"Not a clue." They both laughed, holding each other. When their laughter died down, some kind of understanding passed between their eyes because in the next moment Lily was helping the Doctor with his coat, and that ridiculous head girl badge-"You still have that thing?" "'Course. Wouldn't be caught without it. Proud of my heritage." "Oh, shut up." "With pleasure."- and his braces/suspenders whatever you wanted to call them, boots, until he was left with nothing on.

Lily appraised him with some tentativeness. She had never seen the Doctor naked before. She never actually thought she would because...because that was the Doctor! He wasn't exactly someone she had sexual fantasies about, not that she had sexual fantasies at all, but... From Hogwarts to this? Life was certainly odd.

The Doctor noticed her hesitation.

"What's wrong, Evans?"

She covered her face with her hands, blushing furiously. What was happening? Why couldn't she have been a normal witch? Why?

He placed an arm around her shoulders, and the thought of him naked while holding her made her shiver a little.

"Don't...call me that while you're...naked!" Merlin's Beard, she was a teenager all over again. Only this time with the Doctor instead of James.

"Why? What's wrong with me calling you Evans? You never complained before."

"I know...but you're naked! I mean, actually and properly in the nude." She didn't see him do it, but she knew he was smirking at her comment. "What?" She snapped.

She felt him shrug his shoulders.

"Nothing...nothing. Just, you know, I didn't think there was a proper way of being 'in the nude'."

"Shut up! There is! There totally is. And...well, you're the Doctor, and...and you're naked!"

"Well, of course I'm the Doctor, and of course I'm naked. The point?"

She opened her eyes now, but still could not quite summon the courage to look him in the eye.

"You're...a time traveler. You're a space traveler. And you save worlds. The...He told me all about you. Everything. And... You're amazing. But...you're a thousand and something alien who's utterly ridiculous and, and wonderful... But... You have the face of a twelve year old and I... I don't know." Lily let out a shaky laugh. "I love you. I love you."

"You know, if you say it three times he'll appear."

Lily tilted her head in confusion.

"Who?"

"Beetlejuice."

"What?"

He shook his head and fought back a grin.

"Nothing, just a cheap, muggle joke. Anyway, you were saying?"

Lily rolled her eyes and lightly punched him in the arm.

"See? This is what I mean. You're... I never imagined... Have you actually, you know, done this before?"

"Oh, yes, loads of times. I'm an expert at it, beat Beckham on the field more than once."

"Doctor, do you know what I'm talking about?"

"Sex. Of course...Right?" His enthusiastic smile made Lily give him a smile of her own.

"No, I mean yes, but... I think you've got it confused with...football."

"No I haven't. Sex is completely different. It's the one where you pass a ball and kick it into a net, and score a goal. I know my games."

Lily was finding it extremely difficult to keep from laughing. The Doctor was bound to get something wrong eventually but this?

"No, no you don't. You really don't."

"I do!" Lily sighed. She leaned forward and whispered the real details of what sex was. The initially changes in expression for the Doctor were: indignance, confusion, then general battlement.

"Oh. I...well...I've had some experience. It's been a while, but, I know what to do."

"I...okay. But, the thing is, you're the Doctor. You're the mad man that dropped down from the sky and appeared from out of nowhere in the Gryffindor common room. You..."

"So don't think of me in that light. Flattering, yes, but... Don't think of me as the Doctor, then. Lily," he added when she awkwardly looked away. "I may not be human, and I may be a thousand and something time and space traveler, but I do know what's it like to love, and how to..." He moved closer, so that his breath could be felt on her neck. "...express it." His hand shifted to her shoulders, gently slipping her bra straps down.

Lily turned to say something along the lines of 'you're ridiculous' but was swept up in a sudden, unexpected heated kiss with the Doctor.

She didn't even notice her bra 'mysteriously' disappearing, or the fact that she was on her back, in a room she presumed was his. No. She was too distracted by the feel of him on her, with her, and every touch that seemed to make her an active livewire.

She forgot all her insecurities, and her worries, because with him, it was pointless to even feel sad with that ridiculous smile of his and that even more ridiculous head girl badge he still managed to keep.

Childhood living is easy to do
The things that you wanted, I bought them for you
Graceless lady, you know who I am
You know I can't let you slide through my hands...

For him, her small moan of pleasure was enough to forget about what they were avoiding talking about. That sigh she gave when he pressed himself to her was enough for him. It just was.

I watched you suffer a dull, aching pain
And now you've decided to show me the same
No sweeping exits or offstage lines
Could make me feel bitter or treat you unkind...

Lily pulled him closer, noticing the way he was kinder in his touch than anyone she had ever met. It was hard to explain exactly but she felt so... She felt like she had her adventure when he was around. If that made any sense, which, to tell truth, probably didn't, but Lily didn't care.

She was tired of losing everything, and tired of expecting things to get better when they wouldn't.

She bit his lip when he kissed her again, but that seemed only to excite him further so she did it again.

Her rapid breaths did nothing to satisfy her. Instead, and without realizing she did, she tightened her hold on the Doctor, and met his own thrusts with her own.

Wild horses couldn't drag me away
Wild, wild horses couldn't drag me away...

Everything became a bit of a blur, a blissful blur at that, when they came together. Their hearts racing, their breathing ragged, and their limbs tangled, it was a while before they calmed down.

And even then they refused to move.

"You..."

"Shhh..." Lily whispered, planting a kiss on his forehead. She just wanted to lie there with him because it felt so bloody nice. Months of being with a psycho maniac had made her appreciate her Doctor all the more.

"But-"

"I said shhh."

"Fine." He grumbled, but enveloped her in his arms.

Lily remained silent for a few minutes, stroking his am with her fingers. She loved the fact that she was in his arms and no one else's. It gave her a sense that, even though there were some very messed up things with the universe, at least there were those silver linings to look forward to.

"We've never done that before, have we?"

"Mmmm..." He mumbled in reply.

"I mean, ever. That was the first time."

"Yes..it was."

Lily didn't know why, but a sudden feeling of optimism and...happiness overwhelmed her. She knew she was grinning like an idiot, but couldn't bring herself to stop smiling.

"Well...I was thinking...I mean, if you want to-"

"Oh, yes." With that, this time he pulled the sheets around them before doing anything. And, as Lily experienced firsthand, he really did know how to express himself.

Late. That much she knew.

Yawning, she enjoyed the stretch she did beneath the covers. It was still dark in the room, so she didn't make out any distinguishing features. She yawned again.

"Oh, good! You're awake!" Lily nearly jumped at the sound of the Doctor opening the door, and cowered when he turned on the lights.

"Come on, Evans. You're a witch for cryin' out loud."

Lily mumbled something unintelligible.

"What was that?" There was a sound of what seemed like a tray being set down beside her. Smelling something truly delectable, Lily wrapped the sheet around her and sat up. She let her eyes adjust to the bright light.

The room she was in was a surprisingly chaotic one. Random objects cluttered the various tables in the room from books to weird instruments that Lily had absolutely no idea what its utility was. Even with her magical background, the Doctor's room befuddled her. Strange, circular symbols decorated the walls and floor, and even the bed she was on had a stargazed look about it. Beautiful carvings had been carved into the headboard depicting a artist in a field, painting a beautifully starlit sky.

Impressed, she turned her attention back to the background.

She was surprised to see he wasn't attired in his usual tweed coat and suspenders. Instead, he seemed content just to sport simple boxers.

"I said," she smirked, answering his question. "I may be a witch but that doesn't mean I'm immune to let sudden bursts of light. Nice boxers by the way."

The Doctor glanced down at them, and she could have sworn she saw him blush.

"Oh,um, I...I thought this was what human lovers, er, sported. But I can change into something more-"

"No, no, no, no!" Lily grabbed her hand and pulled him down with her back on the bed. "Don't do that. You look sexy in those boxers."

"Well, that wasn't the intention, but thanks, I had trouble figuring what to wear after we, um... Well,"

Lily laughed at his flustered words, and rolled on top of him before giving him her good morning present. Her tongue collided with his, and as the kiss deepened, she felt something hard against her thighs through the sheet.

She eyed it with amusement before saying, "Is that a wand in your pocket, or are you just glad to see me?"

She grinned when he answered, "What? No-shut up."

Lily leant down on him, making him squirm a little when she shifted her position on him.

"Make me."

"Well, maybe I will."

And they were lost in each other. Lily groaned when she pressed down on him, feeling his hardness through his own boxers and the flimsy sheet. She did it again, amazed at the course of pleasure than ran through her.

Shaking her head, and also slightly reluctant to do so, she moved off of him to grab a bagel from the stray of food he had set down.

"Food's going to get cold," was all she said, giggling at his disappointed expression.

Lily hated the clothes she had worn before, because for one the Master had chosen them, and for another he had no sense of style. So she went to the massive wardrobe the TARDIS kept, and fell immediately in love with all those clothes.

When she came out an hour later, she smiled brightly at her choice, once again feeling like herself. Faded juggle blue jeans with a high waist and a dark, violet blouse, she loved fashion.

When she checked on her girls, she saw that the Doctor was busy regaling them of some far fetched tale about how one time he had met flying fish.

Lily rolled her eyes, but listened anyway to his story.

"...and anyway, we had to make sure it would live, because, well, would you have wanted old sharktooth to die? I don't think so. So we brought her up, Abigail sang, and it was so beautiful. You should have heard her. And in the end, everything ended up being alright. Kazran got to spend Abigail's last day flying around in a one flying shark open sleigh, and the Ponds and I went on our merry way." Jean, or Jo, one of the two gurgled. The Doctor responded with, "What do you mean it wasn't a good story? I thought it was great. Everyone's a critic." He played with them for a bit, making funny noises and pretending to be a talking bear named Winnie to them which Lily thought was hilarious.

The Doctor whirled around when he heard her laugh.

"Mummy's here!" He waved her on over, handing Jean to her while he carried Jo.

"Hello, my pretty baby. Has the Doctor been telling you funny stories?" Lily kissed her daughter. "He is a bit weird isn't he?" She shook her head at him having a one on one conversation with Jo. From the looks of it, it seemed they were having a debate about something.

Lily didn't think she'd ever get used to this.

In midst of a rant, the Doctor froze. He gave Jo a weird look, like he was somehow sad...or...worried? It was hard to tell.

"Doctor? What's wrong?"

He didn't answer her.

"Doctor?" He was beginning to scare her now. "Doctor, come on now. Seriously, what's-"

When he spoke, his voice sounded soft and scratchy as if he was struggling not to cry.

"Josephine asked me...if I was her daddy."

Lily froze. She knew this moment would come sooner or later. She had been hoping for later rather than sooner, keen on avoiding the awkwardness of the situation.

But...it had come, and from the look in the Doctor's face, he was waiting for am answer just as much as her daughter was.

The Doctor was clever enough to know who the real father was, but hadn't gave much thought on it because the matter was too delicate for him to bring up just after him seeing Lily again. He found himself holding his breath as he waited for her answer.

"Tell her...of course you're her daddy. Both Jean's and Jo's."

He let out a breath, his hearts soaring at the news. He walked over to Lily and placed his lips lightly to her forehead, murmuring Thank you."

His eyes were all teary, and as she realized, so were hers.

There were questions needed to be answered, for example what would her daughters become, why had River attempted to kidnap them and who the heck was she working for, but at the moment, all Lily Evans wanted to do was treasure the warm feeling in her heart, that feeling that threatened to explode because she was so happy.

She leaned on the Doctor, savoring the comfort he brought her. A question dawned on her.

"Doctor, have you ever been a father before?"

As he opened his mouth to answer, a loud CRACK! sounded before a tall, rugged-looking man appeared in front of him.

Lily gaped, recognizing the man despite the dirt and grime and general hellish impression he gave.

"Jack?" She asked, bewildered.

He turned, and smiled in relief.

"Oh, thank God I found you guys! Thought you'd both be dead."

"Why would we be dead, Jack?" The Doctor said.

"What? You guys don't know? Kovarian attacked Midnight. The whole place is in shambles. Every Sontaran, Dalek, Syxorax you name it is dying to protect the Master's Project."

"What project?"

Lily drew Jean closer to her. Jack noticed but decided not to comment.

"The one Kovarian and her little minions are planning on destroying. Hello? Haven't you guys been paying attention?" Jack sighed, shaking his head. "Honestly guys. End of the freakin' universe and no one bothers to take notes?"

The Doctor gave an indignant huff.

"Believe it or not, I had a plan. I really did. And it was a very great plan, if I do so myself."

Jack rolled his eyes. "And what were the details of said plan?"

"I...they're a little sketchy, but I... I was going to take Lily and the girls to a safehouse planet and there we'd raise them. I'd teach 'em amazing card tricks and the like, Lily would change the diapers, everything fine. But, again, details are a tad sketchy-" Lily had to admit that did sound nice. Unrealistic, but nice.

"Oh, you mean the part where we fix whatever the hell's going on with the universe, and turn everything back to normal where a homicidal maniac isn't in charge?" Jack crossed his arms. "The universe is at war. Everyone's either taking Kovarian's side or the Master's."

"And what side are you on, Jack?"

He chuckled.

"Yours. And Lily's. Now, I don't mind telling upou about the Project, but can someone bring me a glass of water? Seriously. Traveling by vortex manipulator ain't pretty. And who's this beauty?"

Jack leaned down and made weird kissey faces at Jean.

Lily glanced at the Doctor. He seemed worried at Jack's arrival.

She had guessed their tiny bubble of bliss would have to have been popped sooner or later. And she was right.