Joan burst in suddenly, so focussed she didn't even blink at John and Rose cuddling. "We've a problem."

"What a surprise," grumped Rose.

Suddenly a bright green flash from outside changed the complexion of everyone in the room. A not-so-remote explosion followed; John and Rose blinked at each other in alarm before Rose scrambled off his lap and both hurried to look.

At the window all three stared at the bizarre green fire burning its way through the village. Another blast streaked the sky and a new explosion rocked them, adding its fire to the first's.

"They're attacking the village," Joan murmured. "I was told most everyone evacuated after word spread of what happened at the dance, but still..."

"Who told you that?" Rose asked.

Joan's shoulders squared. "By a professor who was helping arm the boys for battle." She nodded toward the window. "It seems now we have two problems."

John was aghast. "Battle? Against whom?"

Joan opened the window and pointed to the grounds below. At the outskirts stood Baines and the little girl, watching the school disturbingly as a veritable army of scarecrow men amassed behind them.

"They're preparing to attack, to force you out or their own way in." Now they'd been made aware of it Rose could hear the sounds of bustling and activity below, feet on stairs, equipment being hauled.

"Where are they getting all those men?" John boggled.

"I don't think they are men." Joan eyed the scene below as though it were a lynching. "I think they really are scarecrows, animated in some other-worldly way...which means we don't know their powers," she concluded uneasily.

"If the school's in danger why don't they just evacuate the boys?" Rose demanded.

"Oh, honour and all that rot," Joan erupted, exasperated. "Defending this hallowed bloody institution. Some of the professors became very angry and retaliatory once they learned of the headmaster's demise..." She looked to Rose and John for confirmation. Rose thought back, puzzled, till she remembered Baines' comment and the dust on the floor. The same realisation lit in John's eyes. "We weren't there when it happened," Rose said, "But yes."

"They're using boys to avenge his death?" John charged. "That's monstrous."

"I could not agree more," Joan sniffed.

"So it's a two-pronged assault..." he continued, wincing as another green streak flashed past. "Two forms of pressure to get me to surrender." The Earth grumbled loudly as the blast hit. John went a little pale. "This is all because of me," he murmured.

"S'all because of them." Rose's protective instincts were fierce.

"Still...there's nothing for it." Rose's heart couldn't decide whether to break or to soar as she watched him decide.

Joan looked at him carefully. "You're going to open it?"

A nod while staring at middle distance. "Yes."

Joan processed a moment. "Once you do, how long will the change take?"

John blinked at her. Rose shook her head. "Dunno. Took about ten minutes t'change the first time, but I don't know if changin' back is the same."

A silence settled over them. Presently Joan extracted a ring of keys from her apron and began removing one. "I'm no expert but I think you have a few minutes before anyone's likely to attack—I don't think either side is completely in place. I'll go downstairs and see if I can delay any declarations of war—some of the professors will actually listen to me." She handed the key to John, nodded toward the infirmary door. "Lock the door after me, for some privacy, so...no one sees anything he's not supposed to. Just...let me know what you need me to do once it's done." She strode to the door and exited, John drifting behind her to lock the door once it closed.

He did so, pocketed the key, turned and strode toward Rose, hauling her up by the upper arms and kissing her hard. Rose made a surprised sound, which slowed John down not at all. Blasts were going off outside, the reports coming through the windows, concussing the air around them.

"There isn't—there's no time," Rose gasped.

"There has to be," John growled. "If I'm a dead man, I demand my last wish."

Rose threw her arms around his neck and pulled herself against him as hard as physics would allow.

Oh God, this might be the last time, the last time, oh God oh God...The thought taunted her over and over. She didn't know how they were going to undress when she was totally unwilling to let his warm, wet mouth lose contact with hers. Clever John, he pulled back just enough to attack the buttons on the front of her dress, keeping up his bruising kisses all the while. He fought the top of her dress off her shoulders...and stopped completely cold, mouth hanging open, at the sight of her small, lacy bra.

"What?" Rose gasped. She looked at herself—oh. "S'what I wear in my time," she explained hastily. "I just couldn't make m'self wear one of those hateful corsets under that pretty dress."

John seemed to have lost all sense of haste, hypnotised. "This is all you wear? Every day?"

Rose nodded, seriously beginning to enjoy his reaction despite the hovering background tension. She slowly brought the rest of her dress down over her hips, revealing lacy bikini panties. John groaned helplessly.

"What were you going to say if I saw you in this?" he croaked. "If we'd found a place to be alone?"

"Hadn't thought that far," Rose admitted. "Maybe I would have just left the room and come back naked."

John stepped closer, touching the lace over her breast in tentative amazement. "You show me this just before I'm supposed to change back? You're trying to kill me." He sounded completely serious.

Rose smiled sympathetically even while her lip began to tremble, thinking again about loss. "Maybe it'll be incentive for the Doctor," she tried. Suddenly her lip stilled, gaining confidence as an idea occurred to her. "In fact...I'm going to give the Doctor every bit of incentive I can think of."

He looked at her in wary fascination as Rose curled two fingers underneath John's waistband and pulled him against her.

John could feel in Rose's kisses that something had changed. Something about her was more sensual, womanly, predatory. Less worried about pleasing and more...sure she'd do. Her lips caressed his with more honest hunger than he'd ever felt. Her hands slid over him with a fresh, desperate possessiveness, stroking and unbuttoning and fighting fabric away. It felt ravenous and heady and suddenly like he was very, very new here.

Fiery adrenaline flooded him, making his legs weak and he felt a sudden need to be in control. He backed up to the nearest bed and pulled her onto it with him. She planted her knees on either side of his hips as they bounced and rose above him in those wicked bits of lace and strap she called undergarments, looking down at him with a wanton need. He abruptly realised all he'd done was put her on top.

Something in her eyes suddenly made him feel there was no hiding from her. She could see right through him, always could, see him as a man, with all a man's wants and thoughts, past any gentlemanly pretensions to the hot, sticky core of what drove him.

She was taking him someplace he hadn't been, and he was cowed and intimidated.

He was also so damned hard he thought he would burst.

What if he couldn't keep up where she wanted to go? What if he disliked it, disliked her once he saw her there? What if he proved himself weak and disappointing?

Then he remembered his own voice: I want to hear all your ideas...

He remembered his room door opening at midnight and her staring up at him, having run through the cold and the dark to be with him.

He remembered: no time left.

He remembered she loved him.

He let go.

He saw her mouth turn up and the pupils in her soft brown eyes dilate as she detected it happening. He watched her catch him.

Then he jolted as Rose ground herself slowly against his unyielding erection, head falling back and mouth falling open as though she'd finally done something she'd been desperate for. She did it again and again, ratcheting him and herself higher and higher. He gulped and hung on as she moaned and writhed like a woman possessed, trying to block out the noise of the blasts outside, spellbound by her reaction to his body when he wasn't doing a thing.

She fumbled blindly with the buttons of his trousers and he helped, focussing her frenzied hands. They cooperated to bare his hips and his legs and his fat, straining penis, which Rose immediately took into hand, stroking it reverently. She watched him more closely than she'd ever done. He knew she didn't need to study him that way to discover what he liked—she knew most of it already. He realised she was watching him react because she liked it, that it was arousing her. She was drinking in his every gasp and breath like it was fuel for a flame inside her.

His heart galloped for a couple of beats. They had something in common, then.

Suddenly she scooted back onto his legs and leaned over him. John's eyes went saucer-like as she nestled his penis between her breasts, pushed them together tight around it and began to move herself up and down. The underside of him moved against her breastplate and the pillowy softness of her breasts cuddled the sides, sending shocks of pleasure through him as they caught the underside of the head on each upward stroke.

John's mouth hung open as helpless, heaving breaths escaped. She knew he was gawking. "Do you like that?" she murmured. "Do you like the way it looks?"

John could only nod, too busy watching to speak. After a minute he itched to hold her breasts himself, to urge them harder against him and when his hands hovered near hers she readily gave him control. He shivered to watch her watching it happen; she stared as the head of his penis emerged and disappeared between her cleavage; sometimes she breathed out little moans of excitement. If he hadn't been so regularly and thoroughly satisfied over the last week, he likely wouldn't have lasted.

A fresh blast of alien fire startled him and caused him to lose his rhythm and grip. Rose's eyes briefly showed her own fear and urgency, then she moved away from him and down, her haste redoubled. Her face hovered right over his erection and he suddenly had the strangest feeling.

"Rose, I—"

Whatever he'd intended to say was lost forever, dispelled by a disbelieving cry of epic proportions as she took his erection into her mouth.

John gasped and flailed like a caught fish until Rose's hand firmly stilled his hip. He'd only barely regained control when she suddenly began moving her mouth up and down him, sucking and tightening and tongue dragging and he cried out again, equally as loud. He heard faint footsteps on the stairs and the muffled sounds of boys calling commands to each other and instinctively knew to silence himself but it took everything he had. He felt a frisson of guilt at not protecting the boys yet and disbelief at Rose's actions and ecstasy and utter complete total Neanderthal abandon.

Being inside her was sweet but this was a path to insanity. Indescribable wonderful slick how could it be that she wanted to do this how did she even know and OH HER TONGUE moving and flicking oh there THERE OH OH OOOH dear God could he ever repay her in kind? Would the Doctor know how? Could the Doctor satisfy her like she was doing to him? What if he climaxed, he couldn't possibly, not in her... what would she think do say? And he—OOOOOHH her tongue swirling, mouth tightening and pulling and his hips bucking upward and then shock of cold air AAAAGH crying out she's gone, where had she—

—YES, ooohh, yes, sweet comfort and heat as she sunk down around him. His eyes finally opened and he stared at her newly-foreign face that he still knew by heart and she was smiling with confidence that was slipping as her excitement grew, oh that face he knew and could do something about and he angled and thrust up in a way that made her stifle a cry just barely and he knew himself again and her but it was all growing fuzzy, too, blurring with passion and need like madness.

And she was grinding and he was rubbing rubbing grinding slipping sliding clenching she was climaxing OH god squeezing and weeping that she loved him and he loved her back so much thrill in his chest and stomach to look at her and feel her and as soon as he thought she was ready or maybe before he flipped them and thrust back into her, hard and slick and tight and he had to touch her laying his whole body and arms and chest atop of her warm and breasts pressing more more more.

"I can't touch enough of you," he heard himself moan. "Oh God, Rose...I have to touch you, everything..."

"Never leave me," she pleaded. "Never never leave me..."

"I won't," he swore. He raised enough to look into her sweat-damp face, his own face bobbing just inches above hers. He clumsily cupped her cheek with his hand as he continued to move at a desperate rate. "I never will. Even if he does..." His eyes squeezed shut with grief and wild sensation. "...please know that I never did."

She kissed him fiercely, holding on across his back as his face burrowed against her neck and he pounded so hard against her pubic bone that the vibrations built until she was coming again, quite to her surprise, her body soaring and singing with pleasure as if nothing had informed it of the tragedy its occupant was going through. Against her neck he was grunting and gasping, till he flexed back sharply and stiffened, groaning in wholeness and in despair. Rose clenched her eyes shut against a moment she normally loved, the beauty and thrill of him coming marred by the crushing knowledge their time-out had ended.

They waited together, breathing and joined for as long as they dared, till eventually they parted.

She idly picked up his shirts, and after a moment he reached for her underwear, and together they spontaneously, silently began dressing each other, taking care to right the clothes over each other's bodies, John smoothing his fingers along the silky straps of her bra as he lifted them over her shoulders and Rose closed the clasps behind her back. When everything was replaced they simply looked at each other, each sitting on the bed, taking in this last moment. Everything possible had been said, everything possible had been done. He drifted his face close and nuzzled her, as he'd done before they'd first kissed.

"I love you," he whispered.

She managed a shaky smile. "Hadn't noticed," she teased quietly. He met her eyes with a soft grin of wry approval. "I love you as well, in case I didn't mention," she finished.

He nodded, then stood, picking up the watch from the nightstand then walking from the bed until their lightly linked fingers pulled apart. Rose's heart railed against the action, hated this, hated it like nothing she'd ever felt in her life.

He stood in front of the bed, his fingers poised to trip the latch. Green light kept glowing and fading outside, preceding detonations of faraway destruction. At the last minute Rose blurted: "It's going to hurt."

He smiled wanly. "Can't hurt any more than this moment."

He was wrong.

The transformation was hell in its sheerest form. Every cell in his body was being stretched until it screamed. He could hear his bones popping like fireworks. He could feel his organs liquefying and reforming. His lungs were filled with wasps and his skin boiled, a thousand marching ants crawled over his eyes. Endless unfamiliar thoughts and facts and sounds and awarenesses assaulted his brain until he was sure he was mad...except he found he kept filing them away somehow and it was all slowly becoming a pattern he recognized.

Aeons before his sight slowly trickled back into being, fuzzy particles fading away like he'd been rubbing his eyes for days. The first thing he saw was Rose perched on the edge of a hospital bed, clinging to the end rail with white knuckles, eyes red and teary with horror. She waited breathlessly for a signal.

He found that every moment of his human experience was intact in his brain. Including the last 15 minutes.

The smell of her and him and their activities was still riotous in the air. Her hair was unmistakably mussed. The sensation of her mouth tight and slick around him was still fresh in his head...

...and every reason he'd ever had for keeping her at arm's length was flooding back into his heart.

He could once again see a billion timelines in front of him, and at the merest glance he could see several thousand in which she died a horrific death in front of him, solely due to him. He could see another hundred or two in which he let something irreplaceable perish, let civilizations suffer untold horrors because he'd chosen her over them. He couldn't decide if those were worse or better than the ones in which she merely aged, becoming plagued with indignities, losing her fire in front of him as nature cruelly stole her faculties. In others she became senile and battled imaginary torments or worse yet, forgot him and their life together entirely.

There were other options, of course—happy ones, full of love. But he couldn't see them for the potential crimes against her far-too-beautiful soul.

He was pulling away from her as surely as if he were on a conveyor belt. He knew they couldn't continue together now, in any capacity. She'd never give up what they'd had, and he could no longer give it to her.

"Doctor?" she whispered. "It's you, yeah?" He nodded. "What—" she ventured tremulously, "what do you remember?"

He stared at her for a long moment. "Everything," he said.

A staredown ensued. He could see Rose fighting so hard to ask him something other than what she was dying to.

He swallowed. "Rose—" he began. But he never finished.

Because she flickered once, then disappeared.