Chapter 3! This one is definitely going to bump the rating up. YOU'VE BEEN WARNED!

Disclaimer: I own nothing from the series. Which sucks.

"Doctor, why are we leaving so soon? We've only just arrived!" Clara was being pulled by the hand through the crowded streets of the huge city moon of Ictheliar, which sustained a population of 10,000,000 with the surface space for only 10,000. He pushed through a band of laughing humanoid jellyfish-sloth crossover creatures, who spoke with a mixture of zap and strange creaking noises. She stepped on one's tentacles, and ran away as she got hissed at menacingly. They ducked underneath a fallen bridge, and as he unlocked the TARDIS doors, he stated boldly, "Well, Clara, I never imagined that this place would become so dull and boring. It used to have a waterslide that went up to the first level of the atmosphere, and now there's only… smelly buildings!" She sighed. "Can we go to a place that isn't a planet? How about… A supernova, or a star cluster, or the brink of a black hole? I want to see something that will make me want to…" He looked at her, still listening, wanting to know the ending to her sentence. "Well?" Clara shook her head. "Never mind…" He shrugged, but she saw the faintest hint of red on his face. He was blushing?

"Well, Clara Oswald, I believe that I have just the thing for you." He turned on his heel, flipping switches and pressing buttons, and the TARDIS jolted, and they set off into space and time, Clara not knowing where he'd take her. The TARDIS stopped as soon as it had gone, and the Doctor put his hands over her eyes. "No peeking. You're the first human in the universe to see this, Clara," She heard the doors open, and when he dropped his hands away, she gasped.

In front of her, seventeen planets were aligned, casting a strange blue light on everything it touched. Clara was at a loss for words. "I… It's beautiful…" He hugged her, and whispered, "You are the same; Unique, beautiful, and the first person I've ever seen with this version of me who I truly and thoroughly adore." Clara turned around, and touched his cheek. "Doctor…Why did you choose me?" He leaned his forehead against hers, closing his eyes. "Because you're special, Clara. You're my impossible girl, the one and only beautiful Clara Oswald." The next moment, Clara was kissing him, clutching his brown hair in her fists, pulling her body closer to his. It caught him by surprise, and when the initial shock vanished, he was holding her waist, kissing her with equal strength.

She broke away, and grabbed his bowtie. "Doctor, come on." He closed the doors, picked her up, and carried Clara to her bedroom. She hastily unbuttoned her dress front, kicked off her ballet flats. His own clothes were gone in what seemed like a second, and his hands were around her, moving up and down her back, up her neck, over her shoulders. She tried to breathe, but her nose was unable to work due to the stress and feelings in her body. She gasped, "Wait, wait!" She broke away from his lips, and was breathing heavier than she ever had in her entire life. Her hair was knotted, her skin hot, and her face burning with embarrassment, but she was not sure why. He stepped to her, and proceeded to kiss her neck instead. "Clara, my little human and breathless Clara." His voice was muffled in the skin of her throat, and she held onto the back of his head. "I think that you make me breathless. Every single bloody time you hold my hand, or hold my face, or even touch me, Doctor, I just... I can't seem to catch a single wisp of air." He chuckled. "I've noticed. If I let go, I hear you sort of choke up, and then start breathing again. At first, I thought it was just the sights. But I noticed it when you were with me in the Heart of the TARDIS, and when I kissed your hand, you stopped." Clara suddenly became aware that she was naked, and flung a sheet over her body. "Oh, my stars. Did we nearly just... Did we almost shag just now?" He shrugged. "I think so." Clara was horrified. They had almost shagged, and I didn't know next to nothing about him! "God, what do you even do to me?" She cried, sitting on her bed and digging her nails into her scalp.

"Every single time I look at you, I can't help but feel like...like doing that with you, no matter where we are, is just the right thing! Why do you have to be so damn perfect, Doctor?!" Clara said, making her head spin with all of the reasons as to why she even loved the Doctor in the first place. "You love him because he's smart. Because he's handsome. Because he's everything you could ever want. Because he'll be there for you." When she looked up to apologize, he wasn't there, neither were his clothes. Clara dug her eyes into her palms as she felt tears coming. "I am so bloody stupid! You love him! You fucking LOVE HIM!" She began to cry, sitting there on her bed, with only the sheet still covering her body. She suddenly heard a voice in the back of her head.

"Clara, you are strong. Strong and impossible. You're his impossible girl. You fucked it up, sure, but there will be another chance. If you get breathless, remember that you have lungs and a functioning throat. Just…make sure you don't make the same mistake."

Clara sighed, and put her underwear back on, her dress, and ballet flats. She went into her bathroom, and brushed her long brown hair into a neat ponytail, adding some perfume to her neck found in the medicine cabinet. The perfume glowed golden, and gave off a sort of fruity and tropical scent, which seemed almost intoxicating, attractive, and seductive.

She walked out of her room, which was just outside the control room. The Doctor was leaning on the console, his head facing the control panel, his eyes cast downward. She was the one to break the strange silence. "Doctor, I'm sorry about how I reacted. I was just super nervous. You understand, right?" He nodded, and smiled. "Clara, I do understand. I was…well, to be honest, I was nervous, as well."

Clara sauntered to his side, leaning her head onto his shoulder. "We can try again, you know. Is that good with y…" She was stopped in mid-sentence by the Doctor kissing her again, but this time, he actually tore her dress open. She remembered the voice in her head, and repeated to herself, "Don't fuck it up, Clara, don't you break his hearts again." It worked, and they ended up going so impatiently, they shagged on the console. And they didn't care at all.

Well, there it is! The first Whouffle smut of much more! I worked on this a while ago, it's from my old Whouffle story, which was in first person, so it will take FOREVER to change it all to third person, so I might be on haitus for a while, while making gifs for tumblr, too. Hope you liked it!