She fell against his chest with a wheezing sigh, swallowing hard before expelling heavy breaths against his neck. The Doctor cradled her to his chest and stared blindly at the ceiling as he struggled to return his own breathing to normal. When he felt more like a man and less like an amorphous puddle of limbs, he turned his lips to the side of her head and kissed her hair.

"You are so beautiful," he whispered reverently, lips lingering against the side of her head. Clara chuckled softly and heaved an exhausted sigh against his chest. "You are," he reiterated, as if her silence had contradicted him. He began stroking her hair away from her face. "I love watching your face…"

Grinning, Clara leaned back against his shoulder so she could meet his eyes. This was the closest to pillow talk she'd ever managed with her usually shy and skittish Doctor. No matter what they did in the bedroom, he would always clam up at the mere mention of touching each other, even whenever they were alone. "Yeah?" she prompted.

"Mm-hmm," he replied lazily, hand still stroking her hair.

She smiled lightly with disappointment when he didn't elaborate further. Glancing towards the wall behind the headboard, she added softly, "I hope we weren't too loud. Don't want the other guests to know what we're up to."

The Doctor's fingers trailed down the slope of her neck and along the lines of her collarbone, his gaze following the motion. "It is a pity. I rather like the sounds you make."

"Do you?" she replied with a pleased smile. "Even at the risk of traumatising the sweet little family in the room next door?"

"I like to know that I'm making you happy," he replied, his voice remaining soft as his fingertips glided along the side of her breast. Clara suppressed a shiver with difficulty.

"So it's about boosting your own ego?" she teased.

He chuckled softly. "Maybe it's all about you. Have you ever considered that?" He pressed a kiss to her shoulder. "Maybe your happiness is all I want."

She wrinkled her nose thoughtfully and shook her head. "Nah. I'm pretty sure you're more fond of your own 'happiness.'"

He chuckled again and hugged her tightly to him, rolling them both on their sides. Clara hugged him back as he pressed his grinning lips into her neck and breathed deeply. For a long time they lay there in silence as they savoured the feeling of being in each other's arms.

"I think this is the first place you've ever taken me where there hasn't been some sort of near-death experience waiting around the corner," Clara observed after a lengthy silence. Her hand was stroking his hair.

The Doctor lifted his head and stared at her in disbelief. "Did you have to jinx it? Honestly, Clara…"

Hours later the hotel was evacuated when a rebel invasion took the city. "What are they rebelling against?" Clara shouted over the sound of gunfire and explosions.

Their backs were pressed against a wall of rubble that served as a barricade to the storm of firing lasers behind them. The Doctor met her eyes and shrugged, shouting, "Search me! I thought this was a peaceful planet. A relative utopia!"

Clara snorted. "You of all people should know that no such thing exists."

"I did say relative, didn't I?" he retorted before throwing himself over her just as another explosion knocked debris in their direction.

They found their way back to the TARDIS after the crisis was resolved. They both showered, separately, and Clara moaned with a mixture of pain and pleasure as the hot water rinsed the dirt and grime from her sore and beaten body. She had made it out without any injuries, save for a large bruise above her left knee. She showed it to the Doctor when he arrived in her doorway after her shower, half dressed in his trousers and shirt, bow tie hanging loosely from his open collar. His hair was still damp.

"Everything alright?" he asked, concern etched on his features.

Clara hugged the fluffy white towel to her body and sat at the foot of her bed. "More or less. Got a nasty bruise on my knee, though."

She glanced down at the purple and blue spot the size of a large fist on the side of her knee. Slowly, the Doctor made his way over to the edge of her bed and knelt in front of her, his hands resting delicately on her knees as he examined the bruise. "It looks painful."

"Smarts a bit, yeah."

Smiling, he bent down and pressed a gentle kiss on the edge of the bruise, careful not to hurt her. He didn't rise up immediately afterward, but instead laid his head in her lap and wrapped his arms around her waist. He heaved a tired sigh. "I'm sorry."

"For what?" she asked, stroking his hair.

"For promising you a nice holiday and landing you in the middle of a rebellion."

She chuckled lightly. "That's alright, Doctor. I'm pretty used to it by now."

He lifted his head and gripped the mattress on either side of her hips. "You do know I want the best for you, right? All this travelling, all the running and the adventure… None of it matters if you're not happy."

Clara placed her hands on either side of his face and smiled fondly at him. "You make me happy, Doctor," she assured him before leaning down to kiss him sweetly. Her lips curled into a mischievous grin. "You make me very, very happy."

His breath shook at the throaty tone of her voice and she kissed him again, this time slipping her tongue past his lips to leisurely stroke his. The Doctor slid his hands up her sides and leaned into her knees, pressing painfully into her bruise.

"Ow," Clara gasped as she pulled away from his lips.

"I'm sorry," he breathed.

She couldn't help but laugh at the sweetness in his tone. "It's OK. Come here."

She gripped his collar with one hand and pressed her other against his side, tugging him up as she lay back on the bed, his body settling over hers, hips pressing between her legs. They kissed each other slowly and delicately, lips tugging each other as they stroked the other's face, neck, and sides with loving hands.

Clara could feel him growing hard against her thigh and she kissed him with rising passion. He wrapped his arms around her, squeezing her tightly against his frame as she whimpered softly against his lips. Their hips began to roll and buck against each other, and he peeled the towel from her body so he could lower his lips to her breasts, making her hum and sigh as he nipped and sucked at her sensitive flesh. She dug her fingers against his scalp and bit her lower lip as he moaned against her skin.

"You know," she began breathily. "I rather like the noises you make too."

He grinned up at her, chin resting between her breasts. "Oh really?"

"Mm-hmm," she nodded, grinning.

Quickly, he sat back on his knees and started unbuttoning his shirt. Clara idly wondered why he'd even bothered putting it on after his shower, or why they even bothered showering separately. She supposed they were both due some time apart so they could decompress on their own, but alone time was the farthest thing from her mind when she sat up and started unfastening his trousers, helping the undressing process along.

"So helpful," he teased with a grin as he peeled his shirt back and tossed it over the edge of the bed.

"More like impatient."

He stood from the bed and Clara laid back on her elbows as she watched him lower his pants and trousers to the floor. Her eyes fell to his blossoming erection and she bit her lip, knees swinging back and forth coquettishly as she admired him. He grinned at her obvious appraisal of him and started to move forward to rejoin her on the bed.

"Wait," she said, sitting up and lowering her feet to the floor.

His eyes glazed over as she placed her hands on his lips and then leaned forward to kiss the soft skin at his hipbone. His belly rose and fell sharply with controlled breaths until her lips wrapped around the tip of his cock. He released a guttural moan that encouraged her to take him into her mouth as fully as she could, her hands sliding up the backs of his thighs as she flatted her tongue against him.

His hands dug into her hair as she moved along his shaft, head bobbing rhythmically as he groaned and choked out her name. She caressed his backside with one hand and gripped his balls with the other, all the while sucking firmly on his cock with her eyes fixed on his.

The Doctor tugged gently on her hair, urging her to stand, and then bent forward to kiss her with sloppy eagerness. Clara chuckled against his lips until the firm motions of his tongue made her grip his shoulders and moan wantonly. He pulled away and placed his hands on her shoulders, turning her around so that she was facing the bed, his erection bowed against the small of her back as wrapped his arms around her.

"Is this OK?" he asked between heavy breaths, his hand stroking her belly as he pushed his body into hers hesitantly, like he wanted to bend her over the edge of the bed.

Clara shuddered, her voice completely leaving her. "Uh-huh."

He gently pushed her onto the bed and she gripped the sheets, her muscles tensing in anticipation of his body falling onto hers. She laughed when instead his hands landed on her shoulders, palms moving down the curves of her back, her waist, and her hips until they reached her backside. He slid his hands up and down her supple flesh, gripping her gently as he admired her.

"Sometimes I think you're the most beautiful thing the universe has ever created," he muttered without thinking.

Clara wanted to laugh it off as something a man said whenever he's got a woman naked in bed, but instead she buried her blushing face in the duvet and sighed. He pressed a fist into the mattress next to her shoulder while parting her thighs with the other and she held her breath. He pressed himself against her but didn't push in. Instead, he lowered his upper body against hers, supporting his weight on his elbow as he pushed her hair away from her neck so he could kiss her there. He then whispered her name before pushing into her, and Clara bit her lips to keep from crying out as her body spread around him. It always hurt a little at first, but not in a bad way, and he always waited until he knew she was ready to start moving.

"Oh," she gasped when he pulled back and then pushed into her a second time, her body tight and accommodating. The Doctor kissed her shoulder, the arm he wasn't using for balance wrapping around her shoulders as he rolled his hips against her with fluid motions.

"Look up," he breathed into her ear. "I want to see you."

Perplexed, Clara lifted her head from the bed to catch sight of herself in the wardrobe mirror across from her. She must have left the door open before they'd last left the TARDIS.

His pace increased but remained steady, a deep moan issuing from his chest as he watched her eyes slam shut and her lips part around her own gasps and guttural moans. He watched her face for a long time as he continued to pump inside of her, completely taken by the pink of her cheeks and the darkness of her eyes whenever they opened to meet his in the reflection of the mirror.

She cried out when he slid his other hand between her belly and the sheets, fingers snaking down between her legs where he stroked her confidently. "That's it," he whispered against her neck, thrusting wildly into her as he neared his own climax. "That's it, Clara. Come for me… I want to make you…" He paused, a moan escaping through gritted teeth. "I want to make you feel good."

A strangled laugh escaped her throat and she reached for the hand attached to the arm around her shoulders, her fingers gripping tightly to his as she squirmed beneath him. He was starting to lose control.

"That's it, Clara," he muttered, teeth nipping her neck gently as his breath caught in his throat. "Oh, that's it. It's you and me. Running… together, always together… You and me, Clara… That's it… That's it…"

He stroked her with more urgency, earning sharp, keening moans from her that preceded her body quaking violently beneath his, a muttered oath escaping her lips before he cried out against her neck and spilled into her.

His body sank heavily against hers. He wasn't fully aware that he was crushing her until she shifted weakly beneath him.

"Sorry," he said, pressing his elbows into the bed so he could alleviate some of the weight pressing into her.

Clara replied with a throaty chuckle. "Don't you dare apologize. Ever. For anything. Not after that…"

He laughed against her shoulder. "Listen to her, spouting nonsense."

They both laughed softly as their breathing slowed to a more normal rate. Clara reached an arm back behind her and stroked the back of his head while he nuzzled her neck, his lips pressing softly against her salty skin.

"I like it when you talk to me," she said.

He was certain she could feel his grin against the curve of her neck. "Says the woman who frequently tells me off for babbling."

"Rambling without end, more like," she corrected dryly. Her fingertips caressed his scalp in a way that made him close his eyes and bury his face against her neck with a light moan. "But when you say things like that… That's…" She swallowed hard. "Really nice."

"Is it?"

"Mm-hmm."

He lifted his head and buried his fingers in her silky hair, gently encouraging her to turn her face towards his. She smiled when she met his eyes and he covered her lips with his in a kiss that betrayed the depth of his adoration for her.

"Whatever makes you happy," he said.

Clara hummed with delight, her lips spread into a wide grin. "You know what would make me happy?"

"What's that?"

"Food."

The Doctor laughed softly and pressed a kiss to her cheek. "You've worked up quite an appetite, haven't you?"

She snorted as he rose from the bed, practically having to peel his body from hers. "There goes your ego again."

She rolled onto her back and he bent forward, hands slipping under her arms so he could lift her from the bed. Clara squealed with delight as he gave her a quick twirl before lowering her back down to the ground. "What'll it be?" he asked, hands lowering to her waist as hers looped around his neck. "Dinner in Paris? Brunch at the still unnamed moon of Allora? It's always daytime there, you know. They're only ever serve breakfast. Excellentwaffles."

Grinning, Clara shook her head. "Whatever you'd like."

"You're the one who's hungry," he reminded her, poking her playfully in the side.

"Yeah, but I like making you happy, too."

An earnest smile spread across his face, the sort that made him look like a young boy. "Is that so?"

Clara pulled him towards her, standing on her tiptoes, and nodded as she pressed her lips to his. "That's so."