Last Time: He bounced to the kitchen with the energy brought on by promised milk.

He stopped short when he saw the back of the Professor, her hair was messy and ruffled from the bed, and her clothes made the Doctor blush. She was humming and mixing a big pot on the stove that smelled like hot chocolate. He smiled, then cleared his throat. Reflex made her spin around and her hand went to her side, where she usually had her gun. When she saw it was him, she sighed and turned back to the pan. "What are you doing up?" The Doctor asked.

"Couldn't sleep," She stated flatly. "And you?" She asked, glancing back at him.

"Couldn't sleep either." He stated, sitting down in one of the chairs.

"Do you want some hot chocolate?" She asked.

"Sure, I love chocolate." He said, smiling at her. She reached up to the cabinets to grab two cups. In doing so, her shirt rode up and revealed a patch a skin on her back. The Doctor found himself staring at that patch of skin. Was her skin soft? He thought, did it feel like a baby's skin? What did it taste like? His eyes widened at the sudden turn of his thoughts, he blushed red. Man, he really did let his imagination run wild, he thought to himself. She pulled down two blue coffee cups and poured the hot chocolate. She handed him one of the cups and sat down across from him. She sipped her chocolate and stared at the countertop, "How come you couldn't sleep?" The question popped out before he could stop it.

She tensed up, "I'm not very fond of sleep." She said, not meeting his eyes.

"Why?" He asked, curious.

"Doctor, you are 911 years old, I am 978 years old. When a person lives that long, clearly not all memories will be happy, now will they? And my subconscious chooses to torture me with such memories. Therefore I don't sleep." She explained, in a very uninterested voice.

The Doctor's face crinkled in confusion, "How are you older than me?" He said, pouting a bit.

"Time moves differently in the other universe, it goes faster." She said, glancing at him. "Besides all of your regenerations are flying around the universe right now, I could avoid all of them for 1000 years and still accidently meet your first regeneration." She explained shrugging. She sipped her hot chocolate, and let out a pleased moan. The Doctor blushed as his mind filled with very unclean thoughts. She saw his red face, "Doctor, are you ok? You look flushed," She said, leaning forward and placing a hand on his forehead. Her hand felt cool against his hot face. But with her leaning forward and her clothes loose, he realized she wasn't wearing a bra and his face only got redder. He backed away from her touch, and almost fell when his legs got tangled in the chair.

"Yah, I'm fine," He said quickly.

"Doctor, are you sure?" She said, raising an eyebrow. She got up and started walking towards him. He back away… into a wall. She stopped in front of him and placed a hand on his forehead again. "You're burning up." She looked at his eyes and an amused smirk was on her lips. "Doctor, why are you looking at me like I'm going to pounce on you or something?" She said, raising her eyebrow again.

"I don't know what you're talking about." He said, shuffling his feet.

She shrugged, "Well, I am going to finish my hot chocolate in my room." She said, grabbing her mug and walking out into the hall. The Doctor stood there for a few more seconds, letting his face go back to its normal color. He sighed and sat back down. He sipped his hot chocolate and felt his eyes droop. He put his cup in the sink and walked back to his room. He flopped back in his bed and fell asleep as soon as his head hit the pillow.

The Professor walked out of the kitchen with her hot chocolate, and went back to her room. She sat at the edge of the bed and drank the rest of her hot chocolate. She sighed as she heard the Doctors footsteps in the hallway. She fell back on her bed, and felt her eyes closing. She sighed and then fell into a blissful, nightmare-less sleep.