Ace heard a soft knocking at the entrance door to her private rooms. She had been so grateful to the Professor when he had showed her "her space", as she had never had anything this nice.

He had never knocked before, never even followed her to her rooms before, leaving her with the distinct impression that he knew of her past encounters with men. He was trying to give her the space in which to finally feel safe.

Well, why can't he give me space now? She growled, knowing that was unfair. She had been in her room, with the blankets over her head, for half a day now. He cared for her. She was sure she had him worried to a frazzle. She stifled a sob, though, knowing full well that she no longer just wanted him to care for her.

"Ace? Please, open the door." The Doctor's voice was caught somewhere between concern, annoyance, and I'm-going-to-break-down-this-door-in-30-seconds-if -you-don't-open-it. She sighed deeply, resigned. Here we go, she squared her shoulders, gathering strength from some unknown well, and opened the door.

The Doctor's hand was poised to knock again as the door swung open to reveal a disheveled, tired Ace in nothing but a rather tight tank top and pj bottoms.

He stuttered "A-Ace, I, I th-think we should talk," completely flustered. This is never going to work, I can't even look at her so exposed, he thought wildly, knowing full well that he had seen her in less in the past, having to be both medical doctor and nursemaid to someone that only had one incarnation. This, he knew though, was different.

Ace simply turned and walked back inside her rooms, leaving the door open. She had used almost all of her reserves just to open the door. He would have to take some responsibility.

The Doctor stepped just over the threshold, and closed the door. He hadn't been in these rooms since Romana. Not in an inappropriate way, but she had often invited him in for tea. Now, as Ace sat down on a couch she must have programmed from the replicator, he knew he had to get passed this. He simply wasn't sure that he was not about to hurt her horribly. Again.

Ace gestured to the cushion next to her. "What did you want to talk about?" she asked a rather monotone voice, artfully masking any and all emotions.

No, the Doctor realized, it wasn't artful, it was that she was simply exhausted, emotional reserves completely spent in the last several days. He sat.

He actually wrung his hands together, having no brolly or hat to fiddle with. "I don't know," he finally whispered, his eyes downcast, emotionally trapped between not knowing what to say and all of the new thoughts that were racing though his mind.

He looked up at a sound that sounded like a harsh laugh, but looking into Ace's face, realized it was a broken sob wrenched from her chest. "I know you don't," she said, putting her hands to her face as the tears began to flow. "I'm so sorry!" she sobbed.

"Ace!" he groaned miserably, pulling her to his chest. How could he not have seen this? Was he so emotionally oppressed that he couldn't understand the needs of his friend, his longest friend?

She cried out her grief on his shoulder, so glad to just touch him, smell him, after days without him. She loved him, was in love with him, lusted after him, all of it. She knew she was in trouble, now.

"It is I that should apologize," he said into her hair, grief making his voice thick with emotion. "I should have understood your feelings sooner."

The sound actually calmed her. She breathed deeply. He did care. He cared so much for her. She knew that. How could she be so ungrateful?

"What about your feelings, Doctor?" Ace whispered, her head snuggled against his shoulder. Maybe they could talk this way, almost mind to mind. It wasn't as intimidating as looking him in his eyes.

His arms tightened around her. He couldn't even remember the last time she had called him "Doctor." Was it a sign that he wasn't really her "Professor" anymore?

"I…." he started. He took a breath, and spoke his words carefully. "I care for you…more than I have cared for anyone in a very long while," he confessed in the same whisper she had used.

"But?" she asked, knowing it was there.

"But…it has been a very, very long while," he said slowly, so softly she wouldn't have heard him if he wasn't breathing in her ear. He felt like he was exposing his soul to her. It was frightening, he felt, but realized, it also felt good.

She held her breath, deep in thought at his words, knowing they held more meaning than just what was on the surface.

"I'm afraid I will…disappoint you," he finally whispered. She looked up at him at this confession, confused. Realization dawned as she saw the flustered blush on his cheeks, the pained looked in his eyes, feeling his fear of being not able to respond to her, to please her….

"I've never been…willingly…" she blurted, finally finding her voice for her own confession. "On Iceworld, I had nobody. Glitz…paid…" she shivered at the memory.

His whole body shook in anger as he grasped what she meant. But then he stilled himself, knowing that she didn't need his anger. She was safe with him, now. He had thought it at the time in that cafe, simply from watching how her and Glitz interacted. When Mel explained Ace's situation, he had actually thought more of her than less. How brave she had been to survive through it all.

"Do you understand that this is why I've "not noticed" your affection for me? And ignored mine for you?" he spoke out loud his own realizations. "I would never, never want you to think…."

"No!" Ace said, looking up at him. "I know you wouldn't!

"And how do you know?" his voice low, their faces close.

"This," she said, as she touched his lips with hers.

It was a chaste-looking kiss, but there was nothing chaste about how it made him feel. Her warm lips on his felt like life itself.

His lips were like icy fire, sending hot electrical current down to the tips of her toes.

They pulled apart, their eyes wide with the truth they had both experienced, his breathing shallow, her pupils large with desire.

"Yes," he said thickly, leaning in to return her kiss. He pressed a little harder, hoping that instinct would guide him. He knew nothing about kissing. This body had never kissed anybody before. My god, he thought metaphorically, it feels so wonderful.

The Doctor lips explored Ace's cautiously, still fearful that he would do something wrong. But as he took a breath, she pulled him closer, deepening the kiss in a way that awoke something inside him. Passion flared through his body like fire as he claimed more of her lips for himself. He brought his hand to her cheek, touching her soft skin with his cooler hand. She moaned, parting her lips to him, wrapping her arms around him.

He tentatively touched her lips with his tongue, asking for permission. She opened to him, and he nearly growled at the sensations. His cooler tongue darted into her hot, moist mouth, tasting her for the first time. It was erotic, intoxicating. She tasted like spiced Christmas wine, and he couldn't get enough.

He felt drunk with need as he pushed her back on the couch, diving into her mouth with his tongue, her soft sounds of pleasure inflaming him. Ace shifted, trying to brace herself. The movement brought the Doctor screeching back to reality.

He pulled away hastily, certain he had crossed a rather thick line of impropriety, and stood up. "A-Ace, I'm, I'm so sorry, I don't know what came over me, I didn't mean to…." he babbled furiously, panting with desire and embarrassment.

Rejection hissed through Ace's brain, but passed quickly, as she looked up at him. He looked like a deer that actually knew it was about to be run over, obviously disgusted with himself for "taking advantage of her," and expecting her to be disgusted with him in return.

"Stop," she said simply, as she stood up beside him. She reached out and fingered the collar of his shirt, tracing her fingertips over the knot in his tie. The pained look on his face turned to sheer panic as she slid her hand down his arm. Ace had never thought of herself as a seductress, but somehow she knew she'd be a natural with him.

"You didn't do anything wrong," she said it bluntly, so there could be no misunderstanding. "We don't have to do this now, but I need to know…" she took a deep breath, and dived for treasure, "if you care for me this way, if there is any future for us. Because I can't go on pretending that I don't want you. Desire you. But I don't want your pity. If you don't, or can't, I understand. But I need you know how I feel."

The Doctor was stunned silent, overwhelmed from the grace and wisdom his Ace had gained. He reached up to her face again, hesitantly tracing her cheek, her jaw. She closed her eyes and sighed, leaning into his gentle touch.

"I would like to try," he said softly. Ace looked up with relief and love in her eyes. "There are many things I would need to explain to you, about Gallifrey, about Gallifreyans, culture and…biology…" he said, flushing, embarrassment at the subject evident.

"But…" and there was a hint of a smirk playing at the corner of his mouth, enough to make Ace's heart skip a beat with the rush of feeling. "Could we kiss like that again, now?"

Ace's full smile was the only answer he needed.