Note the rating change. Smut ahead. If that's not your thing, read until you reach where you want to skip ahead, and then scroll down until you get to Nardole's appearance, and you're good. (Otherwise, just skip the whole rest of the chapter, that's fine too.)

After the fourth concert - the fourth disappointment, the fourth time she's looked out into the ocean of fans and not seen the one she needs to see, the one her heart hasn't stopped aching for - Bill finds herself being tucked into bed by Missy.

The pity from the people around her has been hell. Only Missy, Theo and Ashildr are tolerable at the moment. The way everyone else looks at her is killing her.

And Missy? Missy has become bizarrely protective of her. Hence why she's now fussing over Bill, asking if there's enough marshmallows in the hot chocolate she's brought her (there are twelve marshmallows in the hot chocolate, Bill is fairly sure it is more marshmallow than drink at this point), as well as two extra blankets and chocolate biscuits.

"Missy, I'm okay," Bill insists. "This is… weird, and sweet, but I'm okay."

"Don't lie to me, Pottsie, I can sniff lies out a mile away," Missy says, coming to sit on her bed, next to where she's propped up on pillows. "I know you've had a few cries, but sometimes you need to cry with another person, and as such, I'm volunteering my shoulder."

"Why are you doing this? You're… you."

"Because you're my friend," Missy says simply. "And god knows, I don't have many of those. You're my friend, and you're upset, and I want to help in whatever way I can."

"Well, you can't, because I messed it up all on my own. I made a stupidly public declaration of affection, unsurprisingly scaring the girl off, and now I'm the new lesbian tragedy of the century."

Twitter is unbearable at the moment. It's either full of people still convinced she and her mystery girl are going to make some kind of announcement any day, or people who have noticed how upset Bill is. Both are… the worst, somehow.

"You didn't mess it up," Missy assures her.

"I did!" Bill argues. "I did. I don't know what I did wrong, but I did, I messed it all up, and it's so stupid because I didn't even know her, I still don't, I've never had a single conversation with her, but we just had something, I know we did, and I ruined it-"

She's choking on tears now.

"Okay, come here," Missy says, pulling her into a tight hug. Bill sobs into her shoulder and hugs her back, wondering when the hell this insane, maddening woman became one of her closest friends, became the person most intent on comforting her.

(She knows Theo is just as here for her, just as much wanting to help her, but that he's simply not as good at this sort of thing. Weirdly, at least in ways like this, Missy is significantly better with people than he is.)

"I wish I could say that I could fix it," Missy tells her quietly. "But I can't. I'm not saying you'll never see her again, but that's up to her, and I think you've done what you can. And if she doesn't want your heart after you offered it to her like that, then she's the biggest idiot on this planet."

Bill pulls away from her. "Why are you being so nice? You hate being nice."

"Like I said, because you're my friend. And because I hate not being able to do anything." Missy frowns, and then looks at Bill, biting her lip and cupping Bill's face in her hand, stroking her cheek with her thumb. Bill closes her eyes at the touch. "It's the worst feeling in the world, being helpless, not being able to help when someone you care about is in pain."

"It's not your fault that you can't do anything."

"I know. But still, I-"

Bill opens her eyes to see Missy staring at her strangely.

"What?"

"I can't fix it, I can't even try, but-" Missy's face is impossible to read. "But I could make you feel better." Her hand strokes across Bill's hair, eyes intent and dark. Her other hand comes to rest on Bill's wrist. "I could make you forget about all of it, just for one night. I could make you feel so, so good."

Bill stares at her, heart suddenly pounding in her chest, as she realises what Missy is offering.

"Is your solution to my having my heart broken seriously to fuck the sad out of me?" Bill asks, without really meaning to, her disbelief winning ownership of her mouth after a brief battle with the various other emotions in her chest.

Missy laughs, and god, it's such a great sound, Bill had forgotten just how attractive Missy's laugh is.

"Your words, Pottsie, not mine," she says, her thumb stroking the skin at Bill's wrist. "I can see why you absolutely wouldn't want to. But I hate not being able to do anything, and this is one thing I could absolutely, positively, do very very well."

"Big talk," Bill replies, lifting an eyebrow.

"When was the last time you actually had sex?"

Bill hasn't slept with anyone since she broke up with Penny.

"None of your business-"

"Because I'm thinking it's been about a year, not since that girl of yours," Missy muses. "And that's all very well, you do you. But is the idea really so repulsive?"

"You know it isn't," Bill says to her, swallowing. "It just… you and me, it would never-"

Missy laughs again. "Bill. Dear. I'm not professing my undying love. I'm here, as a friend, offering to make you feel very very good." She's so close to Bill now, her face only inches away. "It's as simple as that."

Bill is sure that somewhere in her mind, she has a whole list of reasons why platonic sex with Missy isn't a good idea. But damned if she can recall a single one of them right now.

Looking into Missy's intent blue eyes, Missy can only see sincerity, a genuine desire and - something else. Something difficult to read, but… Bill thinks that maybe Missy needs this distraction as much as Bill herself does.

Bill sits up a bit, wondering if she's ever spent this long staring at Missy's face. She's so beautiful - cold and angular and otherworldly until she isn't, until she's burning like a sun as you see how much she cares in her own way.

Bill finds herself completely without breath.

Missy's fingers come to rest against her lips, her gaze unwavering as she leans in closer until their faces are only a few inches apart.

"May I?" she asks, voice barely louder than a whisper.

Bill swallows again. "God, yeah."

Missy closes the gap between them and kisses her so gently that Bill immediately finds herself crying again. She doesn't know what she did to deserve this kind of gentleness from one of the least gentle people on the planet, but she'll never stop feeling blessed for it.

Bill slides a hand into her mane of hair and pulls her closer. Missy, without breaking the kiss, uses her left hand to pull back the covers separating them so that she can straddle Bill's lap, kissing her a bit more deeply and drawing a moan from Bill's mouth.

"Beautiful girl," Missy murmurs when they stop for breath, hands cradling Bill's face. She leans down to press kisses along Bill's jawline, and Bill thinks that agreeing to this might have been her signing her own death warrant, because in hindsight, how the hell is she going to survive sex with Missy? She can't even handle Missy touching her leg, how is she supposed to handle… all the rest of it?

On the other hand, Missy is in her lap and kissing her face and is right here for Bill to touch if she can build up the nerve. Is that something Bill can turn down? Would she ever forgive herself if she didn't take this one, incredible chance to live out one of her wilder fantasies?

"Is this really happening?" Bill asks Missy.

Missy smirks. "If you want it to be."

Bill looks up at her. "But I mean, it's not just… this isn't like, a pity fuck or anything, is it? Because if it is, you can get-"

"When have I ever once looked at you with pity?" Missy asks seriously. "I don't look at people with pity. I'm not convinced I'm capable of it. I don't have the empathy for pity. I'm doing this for purely selfish reasons. Which is that I hate seeing you like this, that I also need a night to take my mind off the rest of the world, and that you're one of the most beautiful creatures I've ever met."

"Oh," Bill says.

"That alright?" Missy asks, tilting her head, voice having gone extremely soft again in that way that sends warmth shooting through Bill's body.

Bill just nods, rapidly losing the ability to form words. "... kiss me?"

Missy smiles and does just that, hands keeping a firm hold on Bill's face while her tongue gently slips past her lips. Bill's hands clutch at Missy, one of them slipping up underneath the back of Missy's tank top and making the older woman hum appreciatively against her mouth.

"Permission to remove all this pesky clothing?" Missy asks.

"From me, or from you?"

Missy shrugs, a tiny laugh escaping her. "Why choose?"

"Fair point. Permission 100% granted."

They lean back from each other and do away with their shirts. Bill had already taken her bra off for bed, so she's now bare, while Missy is - of fucking course - now in her black lace bra.

"God, you're beautiful," Missy murmurs, "I'm going to get you to shuffle down and lie back, darling."

Bill does as she's told, wiggling down until she's on her back. Missy is now much more easily able to pull down the shorts Bill had been wearing to bed, leaving her completely naked while Missy is on her knees above her, smiling like the cat who got the cream.

"You as well," Bill says, resisting the urge to cover herself.

"No, not at the moment," Missy replies, head tilting again as she regards Bill and her newly bared body with those darkened eyes of hers. "I'm here to make you feel good. Anything else can come later."

She's sitting on Bill's thighs, at this point, and stroking her hands up the sides of Bill's torso. One of her hands cups Bill's breast, just gently, before Missy leans over to use her tongue as means of affection instead. Bill arches into her touch, into the warmth of the mouth enveloping her, but it's soon gone as Missy's lips come back up to capture Bill's own. Her hands meanwhile trap Bill's wrists either side of her head.

"You taste yummy," Missy murmurs, and it's such a weird thing to say or at least a weird way to say it, but as per usual, somehow it doesn't sound that strange coming out of Missy's mouth. Or else, it does, but she makes it work anyway.

"Thanks? I guess?"

"Need a proper taste now, though," Missy says, and starts kissing down her body, and by the time Bill realises what she means by that, she has about five seconds to have a panic before Missy's mouth is between her legs and Bill is letting out a truly embarrassing noise. "Hmm. It really has been a while, hasn't it?"

Bill doesn't answer, because she doesn't want to, but all it takes is a sweep of Missy's tongue to have her cursing under her breath and bucking her hips up.

"Ooh, responsive little thing," Missy purrs. "Good."

Whenever Bill had dared to think about this, she'd always imagined that Missy would be incredibly good at going down on women. Sure enough, her tongue is - well, god, Bill has no idea, but it shouldn't be legal.

Bill bites her lip as Missy gently holds her hips and legs down, mouth so soft and precise that Bill's entire body is shaking. It's too good. She's so warm, her chest feeling tight and it all seeming like too much.

On a sweep of Missy's tongue, a helpless, needy noise escapes Bill. She can't even feel embarrassed, she's close enough that she'll make any noise she likes. Her hand goes to Missy's hair and grips it, and she feels Missy chuckle against her.

She's close, so close, but not getting any closer. Bill starts to suspect that Missy is doing it on purpose.

"Missy," Bill moans a little, but Missy only hums against her. "Missy, seriously, please-"

Missy lifts her head, and rakes a hand through her hair to sweep it out of her face. "Please what?"

Bill is not playing this game with her. She doesn't do dirty talk, or at least, she doesn't say it herself. She isn't going to start today.

So Bill doesn't respond. She just lies back and hopes, prays, that Missy will be merciful and give her what she needs.

Missy is slow, methodical, and incredibly gentle. It drives Bill insane, but it's also strangely wonderful, letting the heat and the pressure simmer, her breath laboured but not gone from her entirely, body screaming with want but not shaking.

"Beautiful girl," Missy says again, softly, against her thigh.

Bill doesn't know what to say. Doesn't quite know how she got here, whether here is where she should be, what it says about her that she's here. But here is strangely amazing.

Finally, Missy's mouth becomes more urgent. Only a little, but it's enough. Bill catches a glimpse of the clock on the bedside table and realises that it's literally been almost an hour since Missy first went between her legs. But what an hour it's been. She can't remember when she last felt so warm.

She's so sensitive, so worked up at this point, that her hips almost immediately buck upward as the heat fills her body, fills her chest until she thinks it might burst. Her legs tremble as she topples over the edge with a little cry.

"Mm," Missy hums against her skin, kissing her thighs, nibbling at them. "How was that?"

Bill isn't sure she can speak. She's a puddle of endorphins, floating on the high of it all. She can, however, pull Missy up her body, pulling her into a kiss where she can taste herself.

"Good?" Missy asks.

Bill just nods, feeling her eyes shining, and god she's crying, how embarrassing. "Yeah. Really good. Thank you."

Her hand goes exploring, pops the button of Missy's jeans open, making her friend blink at her.

"We're focusing on you for now, poppet," Missy tells her, shaking her head, but her breath has hitched, and so Bill frowns at her.

"But I want to focus on you for a bit," Bill says, "can I?"

Missy, after a moment's hesitation, nods. Bill's hand goes underneath her waistband, her fingers easily slipping inside and making Missy inhale deeply.

Normally, Bill would go slowly. Be gentle, be reverent - but this is Missy, and that doesn't feel right, no matter how Missy might be treating her. So she isn't rough, but she's quick and firm, sure, and Missy moans her appreciation into Bill's neck, where she's started trailing kisses. When Bill curls her fingers, Missy bites into Bill's shoulder, and that's never been something that Bill has been into, but Bill feels heat rush through her at the sensation, and is surprised at herself.

Missy comes quickly and loudly - Bill isn't sure what she expected, she's a drama queen - but thankfully most of the sound is absorbed by the skin of Bill's neck.

As she breathes a bit harder than usual, Missy lifts her head and gives her a glassy smile.

"Precious girl," she says, kissing her jaw. "Making me feel so good. Such beautiful, strong fingers." She takes Bill's hand, the one that's only just withdrawn from her jeans, and takes Bill's glistening fingers in her mouth, without breaking eye contact.

Bill nearly dies on the spot, her heart skipping a beat and the ache between her legs becoming exponentially worse.

"Oh my god," she whispers.

"Definitely earned a reward," Missy tells her, and next thing Bill knows, Missy's fingers are inside her and Bill is letting out a slightly strangled cry at the unexpected sensation. Missy smirks.

It's too slow, too gentle; Bill's had enough of that for the moment, she needs something else now. Not just her body, but her mind - she's too curious about what Missy is like when she's not being delicate.

"Harder," Bill manages to say, "Please."

That's how she ends up with Missy's mouth along her jaw while her fingers take her over and over, no less precise for the speed and force behind them. When those fingers curl, Bill's hand tightens in Missy's hair and Missy lets out a groan that tells Bill that she likes it far too much.

It isn't long before Bill reaches her climax, whimpering into Missy's hair as she clutches at her back, a neverending tirade of yes Missy please yes.

"You're so beautiful like this," Missy tells her as she stares down at her and pushes some of Bill's hair out of her face with one hand and sucks her fingers clean with the other. Missy's eyes are soft, almost reverent. "Was that good?"

Bill's hands slide up Missy's torso. "You know it was. It was amazing. Thank you. Can I… can I see you? You're still wearing so many clothes."

"What?" Missy blinks at her, like she's suddenly started speaking a foreign language. "Oh. Yes, of course."

It's not the easiest feat to get her out of her jeans, but they manage it, and then the bra and underwear disappear too, and Bill is left staring at her in awe. She splays a hand on Missy's lower back and tries to flip them over, only to find herself being promptly flipped right back.

Missy's eyes are alight with amusement and delight. "Ooh. Naughty. I'm still in charge here, Pottise. That bit's non-negotiable, I'm afraid."

"Look, can you please come here? I'm feeling a serious need to prove that you're not the only one here who is good at going down on girls," Bill tells her, making Missy's eyes flash.

"Is it going down when I'm currently astride you?" Missy asks as she lifts herself onto her knees and slowly brings herself higher up Bill's body, now holding herself above Bill's chest.

Bill stops her there, sitting up so that she can lean forward and press kisses to Missy's hip, to the bottom of her stomach. Her attention then goes to Missy's thighs, and she discovers a curiosity - what looks like some kind of scar, round and raised and ugly, on the top of her left thigh.

At any other time, Bill would be desperately curious to know what it is, or what it was from. As it is, Bill focuses only on pressing a light kiss to it before kissing further up until Missy lets out a moan as Bill's mouth reaches the apex of her thighs.

Missy's fingers slip into Bill's hair and grip it tight, holding her in place as if Bill had any intentions of being anywhere except between her legs.

Bill is as slow and sweet as she can be about it, kissing her there over and over until Missy finally expresses frustration after many minutes of soft, encouraging noises. Then she uses her tongue, finally, and the noises that escape Missy at that point are so obscene that they should not be in any way attractive to Bill, who has always gone more for subtlety. But they are, because it's Missy, and so of course, being able to make her make noises like that is the hottest, most incredible feeling ever.

The noise she makes when she reaches her climax is the worst by far, and Bill feels a flood of mortification as she realises that Theo and Nardole can probably hear them. Oh god.

She can't regret it, though, not when she just got to live out one of her wildest fantasies.

Once she's come down from the high of it all, Missy shifts so that she's lying next to Bill, pressed up against her, and reaches out to cup the back of her neck and kiss her slowly, leisurely, her hand sweeping across Bill's torso.

"Thank you, beautiful girl," she murmurs. "Did that help? I know it helped me, but that wasn't supposed to be the point."

Bill kisses her back. "It helped a lot. Seriously. I never thought sex could be… therapeutic, like this. And yet here we are."

"Here we are," Missy repeats, with a tiny smile.

Bill takes several deep breaths, evaluating her body, the pleasant tingling and soreness, and leans back on her pillows, smiling sheepishly.

"I can't believe we just did this," Bill says.

"One shag and you're already questioning your grip on reality? Goodness, I am good."

"My god, you're such a prat," Bill laughs. "Your ego is like nothing I've ever-"

She doesn't get the chance to finish her sentence, because Missy has flipped her over onto her stomach, and leaned over to put her hand between Bill's legs again, fucking her ungraciously and without warning.

Bill's cry of surprise turns into a moan she tries to stifle with the pillow in front of her. How is Missy this good? How can she just find the exact places she needs to touch to make Bill's body shudder, to make her mind swim?

"Shhhh," Missy murmurs, kissing down the back of Bill's neck and top of her spine. "You have a funny way of showing gratitude, Miss Potts."

She curls her fingers and Bill whimpers. It feels amazing.

"Now, I want a thank you, and then a please."

"Are you serious-"

Missy's hand stops moving. Bill's body goes into uproar.

"Okay, okay," Bill says quickly, realising she'd say anything to get her to keep going. "Thank you, Missy, for all of it. Please keep going."

Missy kisses the top of her shoulder, and just behind her right ear. "Good girl."

Bill melts a little at her words, and thankfully Missy's fingers start moving again, stroking her insistently until she's on the edge, then expertly to keep her there.

"Missy, please," Bill says.

"Please what, love?" Missy asks, kissing the top of her spine, still. Her other hand has since gone between Bill's body and the bed so that she can get a hold of one of Bill's breasts. "I'm fucking you into the mattress, you'll need to be more specific about what you want from here."

Heat shoots through Bill at her words, and Bill feels herself tipping over the edge unexpectedly, her hips jerking as she comes with her face buried in the pillow.

"Ooh, whoops," Missy says, sounding delighted. "God, that was something. You're nothing short of incredible, Miss Potts."

Bill tries to catch her breath, and feels warm at Missy's praise since otherwise she might have felt a bit embarrassed about what had just happened.

"I take it back, you can have the ego, you deserve it," Bill tells her.

Missy hums happily and kisses her shoulder blades. Her hands move to trace patterns over Bill's back, and it feels so soft and so good that Bill melts into her touch.

She doesn't realise she's fallen asleep until she wakes up to a shriek from Nardole.

He's standing in the doorway to her bedroom, staring at her with shock, and she becomes acutely aware of the fact that she's naked (he can't see anything because she's face down on the mattress, thank god) and has Missy snuggled into her side.

"Nardole, what the hell, man?!" Bill asks, squinting at him.

"I - what are you-"

"Leave," Missy says to him, voice low and dangerous and with an authority that makes Bill shiver. "Now."

Nardole squeaks and quickly shuts the door, and Missy makes a 'hmph' noise like a disgruntled cat and nuzzles into the back of Bill's neck.

"He won't be back any time soon," she says.

"Guess he wasn't here last night to hear us after all," Bill says thoughtfully.

"Guess not. Just Theo, then."

"Yeah, that's going to be weird," Bill replies.

"Why?"

"Well, he's like my dad. Or the closest thing I've ever had, to a dad. And I just fucked his girlfriend."

"She spent a fair bit more time fucking you than the other way around."

"You know what I mean!"

"I know you're a rare monogamous creature in our circle, Pottsie, but I promise you, it won't be that weird," Missy says. "Thete and I have well over a decade's experience in this sort of thing. Much closer to two, actually. The only thing he'll care about is that you're okay, and that you're feeling better."

"That makes sense," Bill admits. She can't actually imagine it going any other way, now that she thinks about it. "Is it morning?"

It's a stupid question - sunlight is streaming through the hotel window.

Missy rolls over to grab her phone and lets out a whistle.

"Four missed calls," she says, lifting her eyebrows. "Two from my brother, one from my sobriety sponsor, and-"

She trails off, pursing her lips and glancing at Bill, who gets a look at the screen as she turns to lie on her back.

Sure enough, there's a little '2' by the missed call notification that says Emil, and then another notification from someone called Seb, who must be the mysterious sobriety sponsor. Who either Missy has decided she doesn't need to be so weirdly secretive about, or was definitely a cover for Missy's actual secret caller, who Bill would bet her arse is the Private Number notification that remains.

"You going to call them back?"

Missy smiles and throws the phone away. "Later. I had something more fun in mind."

Bill lifts her eyebrows. "Oh yeah?"

"Well," Missy says, voice coy, eyelashes fluttering. "If this is our one and only chance, as we both know it ought to be, then shouldn't we make the most of it?" Her hand is trailing over Bill's sternum.

Bill grins and hooks her leg around Missy's waist and pulls their bodies flush together, making Missy let out a noise of surprise and delight.

"That's my girl."

Bill has no doubt that this time, and the time after that, and the time after that (and a few more times besides), Nardole definitely does hear them.

She'll deal with the problem of having to look him and Theo in the eye later. It'll be worth it.

Thanks for reading, let me know what you thought!