**Basically, I wrote this on a dare. It starts out fluffy, and then…well, you can guess what happens next!**

They'd agreed beforehand that sleeping in the same bed, together, was completely innocent. Yep, nothing strange here, just two very good friends comforting each other with their presence. It especially helped after a particularly dangerous adventure, when simply being alive was something to be cherished.

His past self would have never gone and done something like this, ever. And ever since they'd started sleeping next to one another, the Doctor wondered why he'd never thought of doing this sooner. Every time they stepped out of the TARDIS it turned into a "dangerous situation". They used to comfort each other with hugs and easy-to-reach handholds, or movies in the TARDIS media room, or books in the library. The parallel universe and the Cybermen were only the tipping point.

The first time had been nerve-racking, especially for the Doctor. Rose had whispered a quick "good night" and slipped out of the console room, tears beginning to form in her eyes. The Doctor, meanwhile, stood in the control room of the TARDIS at a complete loss for what to do. Mickey was gone, with no way to bring him back. Should he try and comfort Rose? Would she want that? If he wasn't such a coward, maybe…

In the end, the Doctor growled softly and walked briskly to his room. He didn't trust himself not to say something hurtful with his ever-present gob. And although a part of him desperately wanted to be the one to dry Rose's tears (curse his excellent Time Lord hearing), he didn't do anything of the sort. Coward, every time.

But then the Doctor discovered that he couldn't get to sleep. Every time he closed his eyes Rose's face appeared, but as he watched it morphed into a cold, heartless Cyberman shouting, "Delete. Delete. Delete."

The Doctor began to pace the room, muttering to himself. But in the darkness of his room, and without Rose's usual warmth by his side, he began to doubt himself. What if he'd missed something important? What if Rose had somehow been turned into a Cyberman in the factory? What if his visions were true, and she was in her room becoming a metal, emotionless robot? What if?! The words taunted him until his doubts became very real fears.

He threw his pinstripe trousers back on and flung his bedroom door open, half-running to Rose's room. The TARDIS had conveniently moved her door to be right next to his. "Rose?" He called softly, resisting the urge to make his knocking sound more like banging.

There was no reply from inside the room, but the Doctor, filled with visions of a Rose unable to respond, entered anyway.

Rose was in bed, her eyes slowly opening as she became aware of the figure in her doorway. The Doctor breathed a sigh of relief. Of course she wasn't a Cyberman, he thought. It was scientifically impossible. He shouldn't have let himself get carried away with his nightmares. Now assured of Rose's human state, he could leave. He should leave. But his legs refused to move.

"Doctor? What is it?" Rose asked, her voice still gravely from sleep.

Well, maybe he should get a closer look, just in case…The Doctor stepped further into the room, shutting the door behind him with a soft click. "Just checking if you're okay."

She flicked her bedside lamp on and looked him up and down, taking in his bare feet, undershirt, and disheveled trousers with her eyebrow raised. She didn't look suspicious or hostile, just curious. He took that as a good sign and continued hesitantly. "And, well, I needed…I wanted to make sure that you're still…you."

Rose nodded in understanding and smiled shyly. "Yep, I'm still me."

"That you are, Rose Tyler." The Doctor gave a little answering smile, but it faded the longer he stood in the middle of his companion's room. She really was gorgeous, whether she was in her sleep shirt or in a floor-length ball gown. Her hair, mussed from sleep, draped over her shoulders, and the Doctor briefly (briefly) wondered what it would be like to be as close to Rose as her hair was all the time. He could have lost her today, he mused. If he had been a few seconds too late at any moment in that parallel universe, he would have lost everything that made Rose, Rose. No wonder his feet refused to move. Part of the Doctor worried that if he turned his back for even a moment she would vanish.

They stared at each other for perhaps a whole minute before Rose's gaze softened. "Come here, Doctor," she whispered, scooting to the other side of her large bed to give him room.

The Doctor realized what she was implying and his whole body froze. But what she was offering wasn't so bad, was it? He wouldn't have to go back to his lonely room and worry about losing her. Oh, his brilliant Rose, always coming up with the good ideas. With that thought, the Doctor turned off the lamp and took off his trousers so he stood next to Rose's bed in only a sleep shirt and boxers. He took a deep breath and slipped into under the bed sheets, taking care to be nowhere near Rose. The Doctor had a suspicion she slept in her knickers and that thought would not help him fall asleep any faster. His body was already responding to his proximity to Rose, and his brilliant Time Lord mind was imaging everything he could do with her at an alarming rate.

After some difficulty controlling his body, he drifted to sleep. And if he was holding Rose's hand the whole time, who was to know?

The next time it happened was after the incident with the Wire, and this time, there was no hesitation on the Doctor's part. When Rose gave him one of her signature smiles and went to bed, the Doctor's first thought was how he'd nearly lost that smile, that swing of her hips, and that voice that were an inherent part of Rose Tyler. He gave his companion five minutes to change before he rushed to her door.

He barely knocked, but as he stepped into the room, he found there was no need to. Rose was already asleep on the far side of the bed, facing him. Her face was still there, but just to be sure, the Doctor shed his clothes until he was in his undershirt and boxers and lay under the covers beside her.

Rose blinked her eyes open. "Doctor?" She mumbled.

"Shh," he muttered. She looked so peaceful, he didn't want to disturb the moment. "Just making sure you're still you."

"I'm still me, Doctor," Rose whispered, her words slurring together in her exhaustion.

"Good." Before he could stop his new-found boldness, the Doctor raised a hand and traced Rose's features, from her eyes, to her delicate nose, to the curve of her cheeks. She giggled under the contact, but by the time his hand made it to her lips, she was asleep once more.

The Doctor sighed in contentment and fell asleep, physically closer to Rose than he was the first time.

When he woke up, he was alarmed to find himself spooning her, his erection pressing against her bum. He fled her room in an embarrassed rush, swearing that he would never give in to his desire for "midnight wanderings" again.

The Doctor kept his promise to himself and never entered Rose Tyler's room again, especially while she was sleeping. But his own room was proving to be quite lonely, filled with nightmares and cold sheets. And his imagination was no help, either. All it could conjure up were images of Rose above him, Rose below him, and all of them doing things that were decidedly not sleeping. But the comfort those images provided him were short-lived. Instead of quenching his desire, they made him desperately crave the moment when those images might become a reality.

But he held steadfast, no matter how much Rose tempted him (and she had no idea how often that happened, those moments when the Doctor found it difficult to keep his hands off her). Not until Rose turned the tables on him.

It was the "night" after they'd saved a swamp planet from being burned to a crisp by a dying sun. The Doctor had had no problem in creating a device that could siphon off the solar radiation, creating a power source the swamp people could use for the next millennium. But while he was off being a hero, Rose had been arrested for having blond hair. Apparently the swamp people thought that those with blond hair came from the sun, and since the sun was about to burn up the planet, they took every "sun-born" hostage. The Doctor had been able to break her out easily, especially once the disaster was averted, but he couldn't erase what Rose had seen. Children torn from their mothers arms because their hair had yet to darken, husbands separated from wives…the fact that the swamp people closely resembled humans only made it worse. What Rose saw was painfully similar to the Holocaust movies she'd had to watch in school.

As Rose lay in her bed, the horrific images and screams haunted her and kept sleep at bay. She finally gave up and put a pair of sleep shorts over her knickers.

Outside her room, the TARDIS used Her lights to guide Rose to the Doctor's bedroom. How strange, she thought. Had it always been right beside hers?

She opened his door without knocking, and found him sitting on his covers, reading a thick tome. Every second or so he would turn the page, but his eyes were staring at the book so intently it was clear he wasn't skimming through it. His pinstripe trousers were still on, but he'd taken off his suit jacket and trainers.

At the sound of his door opening, the Doctor glanced up and smiled. "Rose," he said. "To what do I owe the pleasure?"

Rose glanced away, now unsure if she would make him uncomfortable by suggesting it. But then again, the Doctor had had no problem sleeping in her room before, so why should this time be any different? "I couldn't sleep," she replied. "I was wondering, could I sleep here? With you? Just for tonight…" She trailed off uncertainly.

But the Doctor's face lit up at her suggestion. "Of course you can. There's plenty of room."

Rose nodded and smiled gratefully. He sounded so relaxed about it, like this was something he did all the time. But just as she stepped further into the room, the Doctor launched himself off his bed and into the loo, mumbling something about getting dressed for bed.

Okay, maybe not so relaxed about all this. It made her smile.

The Doctor delayed himself in the loo, giving Rose a chance to settle down and turn off the lights. Well, more like it was a chance to calm himself down. Rose was in his bed, his bed, clad in nothing but a shirt and knickers (still a suspicion, but not one he was willing to ignore). And he would be sleeping next to her. In his bed. In his room. While he wore a sleep shirt and boxers and nothing else. If he thought any more about it he feared he might regenerate on the spot.

Inhaling deeply, the Doctor opened the door and stepped into his room, now pitch black. Rose was no doubt under the covers, waiting for him (or asleep, but that sounded much less interesting). He quickly moved to the side of the bed he usually slept on and realized that she'd fallen asleep on his side, and wasn't that just thrilling? No complaints from him, none at all.

He fell into a deep, nightmare-free sleep next to Rose, both of them unaware of (or ignoring) the fact that they were so close to one another they might as well have been breathing the same air.

When Rose woke, she was confused. Where…oh, yeah, Doctor's bedroom. Why…nightmares, that's right. What…wait, what was that? Something was on her breast—

Her eyes flew open, and at that moment whatever was on her chest squeezed in exactly the right way. It was the Doctor's hand. During the night the Doctor had positioned himself so he was spooning her, and now the Doctor's hand was cupping her breast. And not just holding it, no, squeezing it and kneading it in a way she'd only imagined. She'd never be able to replicate it.

But was he even awake? Doubts crept into her mind and she bit back a gasp. What if this was just some Time Lord reaction? What if he was thinking of someone else? (A certain French woman came to mind.) What if he'd be disgusted by her for letting him go on like this for so long? What if he kicked her off the TARDIS?

And then the Doctor's hips began to move against her, and it was all she could do to keep herself from moaning. Her cheeks burned. The one thing she'd wanted to happen since "run" was finally happening, and she couldn't respond to it! Her frustration only grew as she felt the Doctor's breathing turn heavy and ragged on the back of her neck, causing desire to pool in her belly.

The Doctor's other hand slid down to run circles above her core and across her bum, and Rose crawled out of his bed before she embarrassed herself. If he continued along this path, she'd be writhing in his arms in seconds. She fled to the bathroom, the desire bellow her belly making her legs ache for some kind of friction.

When she emerged from the loo, refreshed in more ways than one, the Doctor was gone. And the rest of their day progressed as it normally did. He never mentioned it because he remembered having a brilliant dream and nothing else. She never mentioned it because if the Doctor knew, he wouldn't let it happen again. And that just wouldn't do at all.

On a planet orbiting a black hole, Rose watched the Doctor disappear down a metal elevator designed to go deep into the planet's crust. She was well aware that that might prove to be the last time she saw him. So as the Doctor's voice came through the speakers, she made a decision. She only hoped they would survive this so she could act upon it.

The Doctor came into her room almost immediately, just like she'd hoped he would.

This time, neither really had the words to express their feelings. It didn't matter, there was no need. Both of them were thinking along the same lines, that they had survived, and that that was something sacred.

As the Doctor lay beside her, her hand in his, he realized how stubborn he was being. Of course he loved her! But when the time came to say it, he couldn't do it. What if she'd died, without knowing his feelings towards her? And if he did finally tell her, who's to say Rose will accept him? She might want to remain friends, and he didn't know if he could handle that.

After a lengthy inner debate with himself, the Doctor finally fell asleep. Without meaning to, he was spooning Rose within minutes. What he didn't know was that his companion had noticed, and she smiled. Time for step two.

The Doctor wasn't sure what woke him at first. But then he felt it again: something was in between his legs, and moving in a very arousing way.

His eyes shot open in confusion, and in front of him he saw a sleeping Rose. A sleeping Rose that was very close to him and was currently rutting the top of her thigh against the bottom of his crotch. Her hands were coasting along his chest, and when she hit a particularly sensitive spot, he gasped and gripped her tighter (since when were his arms clutching her back?).

"Rose…" he breathed, and suddenly Rose whimpered slightly and came closer to him, sliding over his body until she was on top of him. Her fingers slipped under his undershirt and played with his taunt muscles.

His mind was screaming at him, no, no, stop her. She was asleep, she didn't know what she was doing. And if she did, she would be horrified and never speak to him again and probably demand to be taken home—

And then Rose began to move her hips against his crotch and there was literally no way she couldn't be feeling his bulging erection. He remained completely still, hoping against hope that she would wake up. Or not, he thought as she did that magical thing with her hips again. Not was always good. Of course, the fact that Rose Tyler had wet dreams about him (well, he hoped they were about him) did something to him that was indescribable.

One of her hands crept up to his hair and she began to toy with it, her nails ever so slightly grazing his scalp. His muscles clenched, and he moaned in time with her hips. She had to be awake by now. It wasn't possible to do all this while sleeping. Unless, of course, it was, and in that case the Doctor was really excited to see what his Rose was capable of when she was awake and willing.

The Doctor glanced down at his chest, where Rose's head was still lying. Except that her eyes weren't closed anymore. They were open. Staring right at him, watching his face. And she was smiling.

Oh, that little minx. She knew exactly what she was doing to him, and the next roll of her hips proved it.

Now that he knew Rose was awake the Doctor wasted no time in flipping them over on the bed. The covers were somewhere at their feet, and their clothes disappeared in a frenzy as if by magic. They he was above her, naked and panting, staring into the eyes of an equally-breathless Rose. Rassilon, she was beautiful!

"Morning," she said, a huge smile on her face.

In response the Doctor growled and dipped his head down to snog Rose within an inch of her life. Something in his mind told him to stop this before it went any farther. That he never did this sort of thing with his companions, and there was a reason for that. That even this kissing thing was new, and he shouldn't rush it. But one swipe of Rose's tongue on his lips and all of his doubts flew out the metaphorical window. Their tongues dueled for dominance, the Doctor winning for the most part after he discovered that pinching Rose's nipples made her gasp in the most delightful way. He wanted to make that sound come out of her every day, at every hour.

Rose giggled and moved her mouth away for only a second to gather some much-needed air, but the Doctor didn't stop. He chased her lips and nipped at everything he could reach: her eyes, her forehead, her nose, her lips (again and again), all the way down her neck and across her chest. Just before he reached her breasts Rose threaded her fingers through his wild brown hair, bringing his gaze back to her.

She didn't say a word, just took one of his hands and showed where she wanted him: inside of her. The Doctor grinned and kissed her soundly as he positioned himself, and thrust forward into his very wet and very willing companion.

The effect on both of them was instantaneous. Rose's head fell back against the pillow with a gasp, and the Doctor grunted as he held himself still, waiting for her to adjust to his size. Then they gradually set up a rhythm, the Doctor gently rolling in and out and Rose meeting him for every stroke. It was a perfection the Doctor could never imagine matching. How had he gone this long without making love to Rose Tyler? The better question was, how long could he go before he'd want to again?

Their pattern dissolved as the Doctor's thrusts sped up, and he whispered in her ear, "Come, Rose. I want to see you fall apart underneath me."

She whimpered, her muscles clenching around the Doctor. He grunted and lifted her legs around his waist, giving him the added leverage to sink his thrust in deeper, harder. She was so close. All it took was a single swipe of his finger over her cilt and she cried out, her whole body frozen in blissful ecstasy before releasing itself in a crushing wave.

The Doctor was just as close. He only needed…he needed…

And below him, Rose suddenly said, "I love you".

That's what did it.

The Doctor glanced over at Rose to find her asleep, her body curling on and around him like it was sculpted to fit in that spot exactly. A contented happiness bubbled up in his chest, and he grinned. If this was what happened after a particularly dangerous adventure, he couldn't wait for the next one!

**My first smutty fanfic! What do you think?**