A/N: Thanks to everyone who reviewed last chapter XD You all made me smile during a very stressful week, so I felt compelled to write some more!

The Other Side of Insomnia...

The Doctor could not sleep.

He wasn't a stranger to this phenomenon. Indeed, after the War, he hadn't slept very much at all, because every time he closed his eyes, he saw his destruction; and when he opened them, all he could see was the blood on his hands.

And really, he could cope with about a third of the sleep humans needed anyway, so it wasn't that much of a problem.

But. Thing was...

This, um. This girl sort of...popped up in his life unexpectedly, and...

Well. Maybe, just maybe, she made him better, because those nightmares of the War? He hardly had them any longer. Well. Not often, anyway.

And he wanted to sleep when she slept because otherwise he missed her company too much. He didn't want to start being creepy and stalkery and wandering into her room to watch her sleep, as he no doubt would if he let himself stay awake during the night. A much better, safer, more normal solution was to sleep himself.

But right now, he couldn't.

And he couldn't sleep for a very, extremely, other-end-of-the-spectrum-different reason than before...before her.

Sighing heavily, the Doctor turned onto his front and pressed his face into his pillow.

He wasn't trying to suffocate himself, you understand. Nor was he testing out his respiratory bypass system. No. No, he was inhaling the scent of the pillow, committing it to his mind until it would seep into every memory he had of her.

Ah yes. Her. You see, therein lay the problem.

She'd slept in his bed yesterday. Not in the fun way, just in the normal, sleepy way. She'd had a nightmare of some kind and sought out the Doctor to reassure herself that he was still there. And the Doctor, feeling generous – as well as wanting it with every atom of his being – had allowed her to stay in his bedroom, in his bed, for the night. Shaken up and tired, Rose had agreed.

He could still remember the exact expression of surprise on her face when he climbed back in with her.

"What?" he'd said defensively. "I'm not going to sleep on the floor while you get the comfy mattress all to yourself."

"Oh, yeah, well, yeah, I know, sorry, I just..." she'd spluttered, blushing a delightful shade of pink.

He'd rolled his eyes as if she was silly and adorable (which she was) and told her not to steal the duvet (which she did.) Then he'd turned out the bedside lamp and they'd both closed their eyes and neither of them, neither of them, slept a wink.

He could hear her breathing, could hear the speed of it, and knew at once she was just pretending to have drifted off. Each rustle of the bedcovers made him tense up, expecting her to move closer by accident. She didn't.

He rectified that immediately.

If there was a Hell, he was probably going there for what he'd done in his 900 years without her anyway, so feigning sleep and wrapping his arm around her waist to pull her closer really wasn't going to make much difference. Aside from the fact that it could wreck his friendship with her, but...well, after her short noise of surprise, she'd quietened considerably and snuggled into him, her back up against his front. So that was alright, then.

And then the fact that he was basically spooning her made his hearts beat a bit too fast; and yet he couldn't help but keep his arm around her, holding her close. He was a doomed man, and he'd known this ever since she smiled at him the first time, so...in for a penny and all that.

He realised that actually, he must have drifted off at some point last night, because in the morning, she was gone. He'd never felt such a crushing disappointment than when he opened his eyes in confusion after not feeling her still in his arms, and saw the empty side of the bed. He'd have thought he'd dreamt the entire thing if it wasn't for the scent of her permeating his room. His bed.

And he'd met her in the kitchen for breakfast. And he'd checked, "You alright?" And she'd replied, "Yes, thanks." And that was all that was mentioned about the night before, if you could even call it a mention.

The rest of the day they passed the time on a planet called Sango, in its tropical rainforest, no less. And they were back to their normal flirty banter and easy way of being with each other, swinging their joined hands between them like they always did, laughing and joking and having fun just like usual.

Except – and now, here was what she didn't know – every time he looked at her all he could see was her golden hair spread across his pillow, tickling his nose. And when she held his hand, all he could think of was the way she fit against him, horizontally, not just palm to palm or vertical hugging. And as they were running – because near the end of their relatively trouble-free day, she'd said something that had accidently offended one of the locals (which made a change; usually that was his job) – all he could think was how else he'd like her to move, chest heaving, beside, beneath, above him.

At one point, she'd caught him staring at her stomach when her top rode up as she climbed a tree. He'd told her some lie about thinking he saw an insect there (in which case: be careful, Rose Tyler – one Telascotti bite and you're loopy for a couple of hours!) when really, he was remembering his arm looped around her waist, his palm splayed across that very piece of tantalisingly exposed skin.

Of course, this daydreaming about his friend was not exactly new. The truth of it was, he always had about twenty-two simultaneous thoughts going on involving Rose Tyler. His other five thoughts (for twenty-seven at once was Standard Time Lord Procedure) could be dedicated to other things. You know, less important things. Like temporal physics and escape plans and where to go next.

Anyway, the day had continued in much the same way (even when they ate their dinner, he couldn't help but wonder if her tongue would feel as divine as it looked, licking up the peach juice from around her mouth as it was...) and when they got back to the TARDIS, Rose informed him of her plans for the rest of the night.

"Right," she'd yawned. "I'm gonna grab a shower, then go to bed, I think. I'm knackered."

And he'd nodded and replied, "Okay, then. Night..." and sat on the jumpseat wondering what she'd do if he just so happened to walk passed her bathroom as she was stepping out, her towel wrapped around her and her wet hair dripping rivulets of water down her back and chest and...

And then he'd hurried along to have a shower of his own, trying, desperately, desperately trying to put all thoughts of Rose out of his mind. It didn't really work.

Now here he was. Tossing and turning in his bed that Rose had been in, just twenty-four hours before. He half-wished she'd have another nightmare, as cruel as that sounded, just so she'd have an excuse to turn up at his door again. Just so he'd have an excuse to wrap his arms around her again.

He groaned loudly in frustration. Laying on his back now, he stared up at the ceiling, wondering if he should just take a chance, and tell her that he sort of maybe definitely was in –

He sat up straight as he heard his door squeak open, a delighted smile making its way onto his face before he remembered he should control that, in case she was upset.

"Rose?" he murmured.

The light from the corridor illuminated Rose in his doorway, and she looked lovely, all pink and yellow and golden. And she was wearing the pyjamas he loved, the ones he had found, quite spontaneously, on the planet Rekkio, and was adamant that she buy. The ones with the really short shorts with little bananas printed on them, and the vest top thingy that had I Heart Bananas written across the, uh, chest area.

Whenever she wore them, he thought back to that day, back to her bemused expression at his insistence that these were the best pyjamas he'd ever seen and she simply had to get them, seeing at they were for women, not men, and at least one of us should be wearing the best pyjamas in the universe, Rose Tyler. And she'd complied with his request with a loud sigh – but the twinkle in her eyes told him she was only pretending to be exasperated with him. Just like how he pretended to be miffed at her when she called him 'adorably cute,' when secretly, he was quite pleased.

"Hi," she replied, stepping in.

"Are you alright?"

She nodded firmly as she moved closer to the bed, leaving the door open so that she could see where she was going. "Yeah, I'm fine. It was just...I..." She looked embarrassed. "I couldn't sleep, so I was gonna go make some hot chocolate when I heard you groan really loudly and it sounded as though you were in pain, so I..." Her eyes darted across his face, before searching his eyes. "But you...you seem okay, so...are you okay? I mean, you look okay, but -"

"Rose," he said quietly, interrupting her.

He watched her curiously as she swallowed hard. "Yeah?"

"Why are you talking so fast?" he asked, his lips curving into a half smile. "Are you okay?"

"Yeah, I told you, I'm fine," she said quickly.

"You look really nervous and on edge," he told her wisely. "What's wrong?"

"Nothing's wrong," she insisted. She let out a sigh and sat on the edge of his bed, facing away from him. "I don't know what's up with me, I just..."

"What?" he prompted. When she didn't reply, he moved over to where she was sitting, and swung his legs out of bed so that he was sitting next to her. He felt her tense up and took her hand, entwining their fingers gently. He kept watching her, but she didn't turn her head to look at him. He squeezed her hand. "Rose, tell me what's on your mind."

She stood up hastily and took her hand back. "No, it's, it's, I..."

Starting to feel anxious about what she was thinking about, the Doctor stood up too, and placed his hands on her shoulders, looking into her eyes. "You can tell me anything, you know that, yeah?"

"Yeah, I know..." Rose mumbled. She sighed again, and stepped back, shrugging his hands from her shoulders. "Okay. I'm just gonna say it. Please don't get weird about this, alright?"

His brow furrowed. "Wh - " he began, but Rose cut across him.

"Promise me you won't get all awkward and defensive? Just let me say it?"

"I promise. Please, Rose...just, say what you want to say," he asked her, curious and anxious and a little desperate that she would just let him know what on earth she was thinking.

She breathed out roughly. "I...I keep thinking about last night," she said quickly, wincing once she'd said the words, as if bracing herself for his reaction.

He blinked at her in surprise. "Oh. Um...why would I get awkward and defensive about that?"

"I dunno," she replied sarcastically. "Because maybe you won't like to know exactly what I'm thinking about last night?"

He gulped. "Oh. So...what's that, then?"

"Okay. So before I came to you last night, I was having this nightmare where I...lost you, and...and when I woke up, I just needed to see you, just to know you were still okay, and..."

"And...?"

"And then I got here, and you were lying there..." she continued, gesturing to the bed. "Asleep. Completely asleep, and you looked so peaceful, so still, so quiet..."

"Right...?"

"And I didn't mean to wake you, really, I just...couldn't resist standing there and watching you for a few minutes." She paused then, looking contemplative all of a sudden. "What did you think, when you opened your eyes and saw me watching you?"

The Doctor sincerely didn't mean to say it, but the words, the truth, tumbled out before he could stop them. "I thought you looked beautiful."

Rose's mouth dropped open.

"I – I mean, er," he stuttered, realising his mistake. "Um. Well, I was a bit...worried, I didn't know why you were there, so, er...yeah. But I didn't mind. That you woke me up, I mean. You can always come to me if you need to, you know that."

She composed herself and then asked, "So, it was okay?"

"What was okay?"

"That I...stayed?"

"I asked you to, didn't I?" he retorted, baffled by her anxiety over it.

"Yeah, but..." she trailed off, looking at him helplessly.

"What, Rose?"

"You don't...you don't remember what happened, do you," she murmured.

He rubbed at his eyes wearily. "Rose, will you please just tell me - "

" – you kissed me," she blurted out.

His eyes went wide. "I what?"

"Not on the lips," she added hurriedly. "Just, um." She gestured to the curve where her neck met her shoulder. "Here."

He swallowed thickly; he'd dreamt about kissing her there. Everywhere else, too, of course, but...but there most of all. It was a part of her body that had him constantly fixated upon it, whenever she tied her hair back, or wore one of her off-the-shoulder tops.

"You were sleeping," she continued quietly. "I think maybe you were dreaming or something. I dunno. But all of a sudden you trailed your hand up my arm...sort of, swept my hair out of the way, and kissed me there. And your hand..."

He closed his eyes and winced. "Oh god."

"It sort of...moved to my hip, and you...um..." She cut off, looking flustered. "You pulled me closer, and, and, well, I felt, well, I felt your, um..."

The Doctor's eyes snapped open in time to see her nod towards his lower body.

"Ah."

She smiled awkwardly. "Yeah..."

He watched her shift uncomfortably from foot to foot. "Rose?"

"Yeah?"

"I'm...I'm sorry."

To his surprise, she giggled. "It's okay, I just...I thought you'd be, I dunno...angry with me or something."

"What? It wasn't your fault, I just...must have...I don't know...been having an interesting dream. Or something."

"I know, but. Well. I got up and left."

"Oh," he replied quietly. "Right. Well, I don't blame you. It must have been...awkward." He suddenly couldn't look her in the eye.

Rose didn't say anything. She suddenly had a lump in her throat she couldn't get rid of.

"Are...are we...you know. Okay?" he asked, staring at the floor.

She just about managed to respond, "What do you mean?" without her voice cracking.

"Well, I haven't ruined things, have I?"

"No," she replied firmly, shaking her head. "Course you haven't. I just wanted to get it out in the open. So that we can...move past it."

His jaw tightened. "And just forget about it?"

"Yeah," she croaked out, her throat dry.

He looked back at her again. "Can we do that?"

"Why, don't you think we can?"

"I don't know," he replied honestly.

"Then what do you suggest?" she retorted. A worrying thought went through her mind. "I'm not leaving," she insisted adamantly.

He looked surprised. "I didn't say you were!"

"No, but you were thinking it."

"I wasn't," he assured her.

"Then why do you look so sad?" She paused, waiting for an answer. When it didn't come, she continued, "Look, it was a stupid involuntary bodily reaction, it doesn't mean anything, right? I mean, I know you're not human, but it all works the same, I'm guessing? So it's really not a problem. A silly thing like that's not gonna ruin our friendship."

"Then why did you bring it up?" he asked.

"Because...because...well, I couldn't just ignore it completely. I was surprised, though, that's all. Shocked. I didn't think..."

"Didn't think what?"

"Well, I've never seen you get like that before. Well, obviously." She laughed nervously. "So...I dunno. I'd always wondered if Time Lords even...did that sort of thing."

"They didn't, not really. Not that often, anyway," he told her seriously.

"Then...why?"

His cheeks went a bit pink. "Like I said. Must have been having an interesting dream."

"About who?" she asked harshly, before she could stop herself. She cringed slightly at the envy in her voice.

The Doctor laughed shakily and looked away. "I...I don't remember."

"Great," she muttered.

"You don't..."

"What?"

"You don't want to leave, do you?"

She stared at him unblinkingly. "I just told you, it's silly to get so worked up about something like this." She sighed, and looked towards his bed, her thoughts wistful. "Not like anything even..."

The Doctor remained silent.

"Wait," she started, looking back at him. "So...you...you don't want me to leave, do you?"

They were both quiet for a moment. Then, "I want you to stay," he murmured softly.

Rose smiled in relief. "Good." Then she yawned widely. "Well, then, I suppose...well, I should go back to bed -"

"No, I mean - " he paused briefly, gathering his courage with a deep breath in. "- I want you to stay here. With me. Now. Tonight." He winced, thinking he probably could have phrased this question better. Maybe more romantically. If he were that sort of a man, of course. Which he was not. Definitely, definitely...not. Perhaps.

"In your room?" she asked tentatively, hoping she'd not misinterpreted his request.

"In my bed," he clarified. He winced again and she raised an eyebrow. "Again. I mean, only if...only if you want to," he continued hurriedly.

She smiled shyly, biting her lip as she contemplated that for a moment. Her tongue crept out to touch the corner of her mouth and the Doctor sighed in relief once he saw, knowing that she wasn't going to be angry with him for suggesting such a thing.

"Is that really wise?" she asked teasingly.

"Probably not," he answered truthfully. "But I'm thinking of ditching the wisdom in favour of recklessness tonight. Want to join me?"

"Yeah, alright," she shrugged, seeming indifferent; but the mischief in her sparkling eyes and the fact that her smile was now more of a big grin told him she really didn't mind.

"But Rose, I mean..." He looked at her helplessly, wondering how he could ask her to actually, you know...sleep with him the fun way...without it just seeming like he was asking for sex. Which he wasn't. He wanted to instigate something permanent, something meaningful. He wanted her to know that it was her he dreamed of. He wanted her to know how much she meant to him.

He wanted to ask her if he could make love to her forever, not just one night.

"You mean what?" she asked, as he took a step closer to her.

"Have you, uh, have you ever considered..."

"Considered...?"

"I, erm, I mean, I was wondering if you would be...inclined to, um, to want..."

"Doctor," she said impatiently. "Will you just say it?"

He exhaled roughly. "I don't want you to take what I say the wrong way," he complained.

Rose stared at him silently for a few moments, searching his eyes again, then seemingly came to a conclusion. "Okay, then. If you're worried I'll take what you say the wrong way, why don't you just show me what you mean?"

The Doctor's eyes widened. "Well, I suppose...right. Okay. Just...don't pull away, let me..."

And then, to Rose's immense surprise, he closed the distance between them and kissed her. Moving his lips against hers, he coaxed her mouth open, and then she started participating properly, kissing him back, tentatively twirling her tongue around his. She moaned into his mouth when his hands ran down her back, before resting at her waist, the pads of his thumbs tracing circles on her hip bones through the fabric of her pyjama shorts. She let her hands wander up to his hair, and, tugging it gently, she pulled his lips away from hers.

Breathing heavily, she looked up at him with heavy-lidded eyes as she said, "I sort of just meant, show me your thoughts in your mind – like telepathy, yeah?"

"Oh," he realised, gulping. He let go of her waist. "Ah. Well. Sorry."

She giggled, and giggled even more when he looked affronted at her giggling.

"What?" he demanded.

"Nothing, nothing." She shifted closer to him, and moved her hands down to his, bringing them back to her waist. "But you don't need to be sorry. It was much better, you doing that. I just didn't expect that to be the thing you were thinking of, big Time Lord brain that you've got. Just like I didn't expect you to have..." Her voice lowered. "...naughty dreams."

"Oh, you'd be surprised then, if you saw inside my mind."

Her eyebrows climbed her forehead. "Oh yeah? In a good way?"

He shrugged, a hint of a smile twitching into existence at his lips. "That depends on whether you think similar thoughts or not, really, doesn't it?"

"Are you asking me if I think about kissing you?" she teased.

"That's exactly what I'm asking," he assured her.

"Well," she began, and he jumped a bit when she trailed her hand up his chest. "Maybe occasionally."

"Just occasionally?"

"Yeah...because..." she smiled seductively. "Maybe there are even better things to think about you doing with me."

"Rose," he murmured breathlessly.

"Yeah?" she replied, tilting her head up.

"I lied, earlier."

"When?"

"When you asked me who I was dreaming about."

"Oh?" She couldn't keep the hopeful note out of her voice.

"Well, you see, it's really quite a simple question for me to answer," he said, swallowing past his nerves to finally just admit it. "Because it's you. It's always you."

Rose smiled, extremely pleased, and leant closer to him to whisper across his lips, "You dream about me."

"Yeah," he breathed out. "It's all very...interesting."

"What do we...do? In your dreams?"

He chuckled deeply. "Weeelll...all sorts of things."

"Yeah?"

"Mmhmm."

"Good to know." She lifted herself on tiptoes, aligning her mouth with his again.

"Yeah," he exhaled roughly. He stared into her eyes for a few moments.

Rose was growing impatient. "Doctor, if you don't kiss me again in the next ten seconds, I may have to just strip off and lay on your bed, because my neck is really starting to ache, staring up at you like this - "

He cut off her little rant the way she wanted him to, by sealing their lips together again. He walked backwards, guiding her with him with his hands at her waist, and then flopped onto the bed, pulling her down with him. She broke the kiss and giggled in surprise. "Hello," she murmured.

"Hello," he whispered back.

They grinned at each other, and both of them secretly knew that they wouldn't experience sleepless nights on their own anymore. Together, on the other hand...