Disclaimer: BBC owns Doctor Who and licenses it, not me. I make no money for the writing of this fanfiction.

A/N: Beta'd by NerdOwl

Green ancient eyes with the weight of centuries in them met hers. They were deep brown and young. She wondered if dandelions could be fancied by a huge oak tree. Orders of magnitude of years separated them in age but Clara couldn't help but wonder about his maturity since he danced between childish and ancient in the space of a day. All she knew is that he made her feel like a delighted child at times with his antics.

Which was why she felt a bit confused at the way he embraced her now. His hands rubbed her back yet she didn't want to let go. Sniffing his tweed jacket. The smell of it binding with his natural scent was addictive.

Drawing back the Doctor cupped her cheek with his large hand. She felt the cool metal from his wristwatch pressing to her cheek. Whether he nor Clara moved first was debatable, but the meeting of lips commenced all the same. Just the contact of his mouth on hers sent shivers of delight all over Clara.

The Doctor stepped back, his hands and fingers still on her upper arms. Sheepishly he admitted, "Ah. Well, that was a bit forward of me."

"Down boy," Clara whispered but he saw the smile on her face showed that she didn't mind. Both her hands ran up and down the lapels of his jacket.

Tilting his head back the Doctor regarded her and asked, "So, You're saying you didn't mind?"

"No, d'you?" Clara replied, her hands poised on his lapels. Keeping his one hand where it was, the Doctor seemed to ponder something. He then slid it around to the back of her neck, cradling it.

"We must be careful, very careful," the Doctor muttered, staring deep into her eyes as if he was unsure.

"Doctor I'm not going to break," she began to say, but he silenced her by pressing a finger to her lips. He shook his head.

"Not on my watch, Clara," he promised.

Impatiently Clara stood on her toes and pressed her lips to his. Stumbling back a bit, the Doctor spun his companion around so her back touched a console, one of the outer ones, and he guided her to the rail.

Once his hand slid behind her back he bent his knees slightly so she could reach him better. Clara felt his breath surging to meet hers so she opened her lips slightly. Her tongue teased along his mouth during his slow lip presses. She let out a small sigh at the taste of his lips, and slid one hand into his hair to mess with it.

"Oohh mmmm, you taste nicey," hummed the Doctor, as if he was eating a Jammie Dodger.

"More than nice," Clara whispered, liking how his forehead pressed to hers. "Why'd you stop?"

"Well I want you to be comfortable with it is all, and considering the difference in height... OWW!" yelped the Time Lord as she punched his arm.

"No more cracks about our height. Let's keep on what we were doing," Clara scolded in that authoritative voice reserved usually for Angie and Artie.

Waving his hands he blurted out, "Well if you insist, but I thought kissing would be nicer if we could reach each other's mouths... Wait wait wait, I meant I want to make sure to get the best angle!"

"That sounded better in your head didn't it?" Clara teased seeing how he tugged at his hair and she smoothed his shirt.

"Oi! Hang about," he spluttered but he didn't need to worry about what to say next because Clara's lips did align with his very nicely. It was intense like Rivers kisses but not aggressive like Amy's. Just in between.

His knee slid out a touch and he felt Clara scoot up so her legs straddled it. Whether unconscious or not she liked it there so the Doctor brushed his tongue along hers. Kissing had not been a major issue thanks to years of practice with River. Already her hands roamed over his waistcoat, fob watch and back and forth under his jacket. Surfacing for air, Clara opened her eyes halfway, her vision hazed.

The Doctor asked softly, "Do you feel safe?"

"Excuse me?" Clara asked, frowning because he was skirting close to breaking the mood.

Forehead wrinkled in concern the Doctor queried, "With me, with this kissy huggy make out-ey thing were doing right now?"

Surprised that he gave a name to their activity she asked, "Yeah, aren't you? Isn't this a snog box?"

"No! I mean... Shut up!" yelped the Doctor using the phrase he'd heard Amy resort to. All he had for reference was the ponds relationship and his own with River, and snatches of other lives over the centuries.

Seeing that half but confused smile, the Time Lord tugged on his bow tie and dipped his head towards hers. She grabbed his lapels and yanked him into another intense kiss. Growing bolder the Doctor now spun her around so she backed up against the wall. Taking ahold of her left leg he carefully lifted and pressed her between himself and the wall's flat surface.

Clara again pulled away to catch her breath. She smiled broadly and regarded him with half shut eyes as she cooed, "Now we're getting somewhere Chin Boy."

He put a finger over her mouth, and wrapped her leg around his hip. Again his chest he felt her soft breasts, smaller than River Song's had been, but no less pleasant. He scolded her, "Oh no no no no, it's just the Doctor."

Those ancient green eyes sparkled with the same mischief she'd seen in the Cyber Planner. It both thrilled and terrified her. The Time Lord moved his finger to her chin and dove in for a taste of her lips. Clara moaned into his mouth eagerly as she raised her other leg to wrap around his waist.

He heard a pinging sound from the Fault Locator and pulled back. Combing a hand through his hair violently he protested, "Oh not now! Not now I'm busy!"

"I told you she didn't like me, Doctor," Clara whispered.

Pouting, the Doctor backed away from the wall but held Clara by the waist and swung around. He gingerly lowered them so she sat in the triangle of his legs. With a satisfied grunt he said, "There we go. Now we can get on whilst I see the fault locator..."

"Hang a mo. This isn't one of your little tinkering jobs!" Clara snapped.

"Clara, Clara, please bear with me. I just hate being interrupted," the Doctor reassured her, kissing her neck.

"Now that's more like it, Chin Boy," Clara began to say.

However the Doctor pulled away with a shushing noise. He warned, "Didn't I tell you not to use that word? Be... Because..."

"Because?" Clara sassed back, liking that playful look in his eyes.

"There will be consequences if you do, " teased the Doctor, smirking. His hands tickled up beneath her skirt sending small electric shivers along her nerve endings.

"Is that the way it is, Doctor? Well, try this," Clara challenged, sliding her hands between his vest and jacket. Sensing he was serious she then renewed their kiss.

A purple tweed jacket whispered to the floor behind him. Clara's mouth remained attached to his as he removed her jacket that he helped snuck off her. Neither seemed in any hurry, content to explore the terrain of each other's mouths. The Time Lord rubbed her legs lightly through the tights. Simultaneously she played with his fob chain and the buttons of his vest without undoing them. It was more sensual of a game then tearing off clothes.

So far this was the first time she had actually made out with him and she wanted to savor it. Every stroke, every brush of his tongue across the roof of her mouth. Each soft kiss and nibble on her sensitive neck she treasured. Now that it was her turn, she nipped into his neck just under his collar without unbuttoning it. He breathed into her ear, letting his tongue dart over it. She tasted and smelled delicious.

"Clara," he moaned with his eyes closed. "My impossible girl."

"Beg pardon?" Clara murmured, pulling back. He cupped her face fondly and sprinkled kisses on her lips, then her eyelids. She kissed his jaw, chin, and then lips.

"You are my impossible girl because you're perfect in every way for me," he clarified quickly.

Eyes wide Clara swallowed hard. She snapped, "What took you so blasted long to say it?"

Thanks to the comfort his lap provided she didn't feel the hard flight deck under her backside. Yet she guessed he must be uncomfortable the way he was sitting. Especially with the way she felt his pants tightening.

"We'd better stop," he murmured.

"Before what?" she asked.

"How quickly things move along," he said in a hoarse whisper. "What this will mean, how it will change things between us."

"Doctor you worry too much. I'm a big girl. I can wait, or we can just muck about," Clara said as she arched her left eyebrow.

"Well that wasn't quite what I had in mind," protested the Doctor, forehead wrinkling.

"Oh don't be so Victorian," she scolded as she climbed to her feet. "Cmon, the floor can't be good for your bum."

Straightened up, he grasped her hand. He spluttered, "Oi, wait! Hang about! I wasn't meaning it like that!"

Always his innocent protests added to his charm. She tugged him by the hand toward the innards of the TARDIS. The way the tips of his ears turned red only elicited a giggle. Determined to keep some measure of control the 11th twirled her around for another hug and kiss.

"Clara, we can't do this," he murmured, breathing on her forehead.

Frowning Clara demanded, "Why not?"

"I mean we can't unless I make one thing clear," he replied, threading their fingers together.

"Friends with benefits," Clara interrupted.

"Yes I am familiar with that," the Doctor said.

"Good, because it would make things a good deal easier, wouldn't it?" Clara suggested, seeing his hesitation.

Bringing his delicate brow close to hers he fanned her lips with his hot breath as he said, "But I don't fancy sharing."

"Neither do I," Clara murmured. "You'd be the only one."

"Mm that could be good or very not good," he mused, running his hands over her hips. Yet he was still reluctant.

"Think about it," Clara whispered against his lips. A small smile came to his. Yes, it could work.

"Well ding dong then it's a lucky day," he chuckled in relief, tugging her into him. Once the awkwardness was gone he felt a huge weight off his chest.

In other alien cultures sex was recreational. It was encouraged as healthy and fun between consenting Earth in this century that belief was much more prevalent. However he felt jealousy guide his need to have her all to himself.

"Have you done this before?" asked Clara.

"Mmm hmm but it's been a while," he admitted, nosing into her pale neck.

"Have you slept with men and women," she asked, nibbling on his ear.

"Both," he said and saw her smile.

"Good, because I fancy women as well," she confessed, tension flowing out of her muscles. The Doctor kissed on the top of her head.

"That hardly is a deterrent... I have had the fortune to be with omni sexuals," he admited, remembering Captain Jack Harkness. Carefully he led her to one of the rooms and she saw bunk beds.

Clara rested her hand on her hips. She complained, "This isn't what I had in mind."

"But what's cooler than a bed with a ladder," he drawled.

Clara shook her her head, bantering back, "Ones I don't bonk my head on thank you."

Still he seemed insistent so she went with it. More kisses led to her swept up and spun around into a room that was both shadow and light.

She sat down on the bed and saw his mischievous look. He flopped down next to her and they laughed. Amusement twinkled in his green eyes as he observed, "Nice and bouncy isn't it?"

"Shut up," she whispered. Before she could bend down he stopped her.

Instead he swung her legs around and she laid back. Tickling up her stockings he snagged the top and slid them down. Pleasantly surprised she let him, linking that twinkle in his green eyes. Clara slid her hand down over the front of his pants. Somehow they lay in a tangle of clothes once he got his pants slid down and accidentally bumped his head on the wall.

Amused she rubbed his head and teased,"You get right to the point.."

"You don't mind do you? I've no diseases that would harm you ," he whispered, nibbling her ear. "But if you like..."

"I feel safe with you, and I'm on the pill," she whispered. "Unless your space man sperm.."

He quickly pressed a finger to her lips and yelped, "Oh no! Don't you dare say it, Clara!"

Before she could say anything else he interrupted her with another kiss. She felt his wool pants against her bare legs and his weight on the mattress. His hands on her hips where he lifted her legs up and over his head so the stockings were still on her ankles.

His thumbs slid up her inner thighs and she moaned. Her bottom braced his upper thighs and she panted up at him. Fingers reached between them and touched him in the shadows.

His low hum encouraged her, plus the way he pulled her into place. Then she nodded and urged him to push inside her. Clara caught her breath as she felt how he fit deeply into her core. Her sharp hiss made him hesitate to thrust. Instead he folded her tightly in his arms.

"Are you all right?" asked the Doctor, panting deeply.

"Just a mo," Clara whispered, eyes shut.

"Ooh! Hmmm it's nice, though," he said, savoring the intimate connection. She grabbed onto his shoulders when he first wriggled and thrust up.

Both lovers moved in unison, smiling and sighing at the way the mattress increased the bouncing thrusts. Clara loved how the clothes rubbed her and him but their skin alone heated to delicious friction.

"There's a spot right there," he teased, changing his angle. Clara let out a loud noise and he remembered River had sounded like that.

"Don't stop, that again," Clara urged. She tunneled fingers in his hair, wondering if it was a supernova building up in her. That friction would take forever to push her to orgasm but the Doctor showed no sign of fatigue. Sweat seeped into her blouse and she was sure she was equally soaked. The sparks of heat traveled down to her curled toes and she released the tense ball of light. His nose in her next and his tongue licking just sent her over the edge of night into blinding day.

"Doctor, ohhhh," she kept cooing. His turn arrived soon because she felt him bend her knees and hold her flush. Molten pleasure surged into her heat, warm and wet.

The white dissolved into blue tingles. Instead of separating them he remained in place with his arms locked around her. Clara rested her head on his shoulder because she felt her cranium had opened up and floated into the shadows.

His bow tie tickled her sensitive neck. Breaths surged past her ear as he rubbed her shoulders. She just contented herself smoothing his messy hair and pulling him into a kiss. Cupping her neck he returned the crush of lips. Yes, this benefits thing could work quite nicely. Unfortunately there could be problems ahead if care wasn't taken.