A/N: Little one shot for you. When the Doctor dreams the events of Doomsday he seeks out a sleeping Rose to ease his mind but events take an unexpected turn. I've been promising you some smut for a while but I hope I've not gone too overboard. M for a reason.

"I love you."

"Quite right too."

Her little face looked half amused, half heart broken and he wanted nothing more than to reach out and kiss away the tears on her cheek, "If it's the last time I get to say it, Rose Tyler…"

She was gone, the connection had failed and he felt his heart breaking, the words dying on his lips. He'd wasted all that time and he'd lost her, his Rose, his best friend. He felt the tear slip down his face but didn't push it away. He turned to face the console, perhaps there was a way to get back to her. He stopped still. There was a bride in his control room, a bride and she was shouting at him. He felt his mind twist in confusion. He recognised her somehow, a memory of Rose surfaced again, enduring some ridiculous Earth programme at her side. The bride was still shouting and he shook his head in confusion as the edges of her being began to blur. She twisted into another shape and the bronze and gold gleam of a Dalek stared at him. He cried out, his hands striking out against the console but it gave way and he was tumbling, falling into the void that had appeared at his feet.

The Doctor woke with a start as he impacted solidly with the wooden floor of his bedroom. He looked up into the darkened room and saw the familiar ceiling above him, heard the hum of the TARDIS as it rested quietly in the vortex. He used the sleeve of his shirt to wipe the thin layer of perspiration from his forehead before sitting up, rubbing his elbow where it had borne the brunt of his fall. He half chuckled to himself, seeing the covers knotted around his legs, still clad in his pinstripe trousers. He hadn't had a nightmare since his regeneration and that had to rank among the strangest he had ever witnessed. He got to his feet and gently laid a hand on the lamp stand, the light, golden glow filling the room and chasing back the shadows.

He gathered up the knotted bed clothes and tossed them back onto the bed, straightening them before sitting down on top of them. He pulled off his plimsolls and flung them towards the corner of the room where his jacket, coat and tie already lay. Socks, shirt and trousers soon followed before he clambered beneath the covers once more, pulling them up to his chin and resting his head on the deep pillow. His eyes caught the framed picture on his bedside table, a hurried Christmas present from Rose on the Boxing Day after his regeneration. It was a picture of his old incarnation and her, framed in cheap wood she'd picked up in the only nearby shop open that morning. Usually he wouldn't have anything like that in his sparse bedroom but the sentiment behind the gift had compelled him to keep it even now, a year into his new form.

Seeing Rose's carefree expression in the picture pulled him back to the dreadful side of his nightmare. He saw her once more, standing on a grey beach with tears in her eyes after they were separated by some great battle on Earth. He felt his hearts still in his chest, trying to convince himself that it had been a dream, that Rose was only down the hall in her own room not separated from him by an entire universe. He shook his head in despair as he felt the stray tear in his eye. He brushed it away, laughing to himself at the absurdity of his connection to the young human. She was no mere human though, his Rose, she was valiant, confident, his closest friend, his entire family. The thought of being separated from her could kill him if he dwelled on it too long and he sat up in bed once more, pulling a book from the dresser and leafing through it, trying to rid himself of the grey image.

Even the Quantum History of Amoebic Warfare couldn't bring his thoughts from the image and after ten minutes of futile struggle he gave up, slinging his glasses down next to the book and getting out of bed once more. He pulled on a dressing gown over his shorts and pulled open the bedroom door, leaving the warmth and comfort of his room for the cold, steely light of the TARDIS corridor. He had meant to go to the kitchen either for something hot and milky that his mother had always insisted would knock him out or the fifty year old malt whisky that had been well tried and tested in his previous incarnation for chasing away the daemons of two in the morning but he paused outside a familiar door and pressed an ear to it.

The hum of the TARDIS made it almost impossible to discern the gentle breathing pattern behind the door so he gently pushed down on the handle, hearing the lock click free. He slipped quickly into the room, not wanting the light from the outside to disturb the sleeping figure on the bed before him. Even in the dim light he could make out her slim figure, clad in shorts and a vest top while the thin sheet she'd covered herself with only came up to her knees. She clutched a strange, blue fluffy teddy to her chest and her breath came out in gentle, even sighs. The room had definitely become her own after her two years travelling with him, the entire place furnished in various pinks and lilacs and as messy as she pleased to keep it. The Doctor smiled as he saw her outfit from their last adventure strewn haphazardly over the ottoman at the base of the bed, the full pink skirt looking like a giant marshmallow at her feet.

1950s England had certainly been an experience, of course he had meant to take her to New York but, after the necessary defeat of another alien nasty, the street party they had attended to celebrate the Queen's Coronation had proved just as much fun as New York could ever be. He'd even danced, in public, a thought that would have made his previous self's blood run cold but he'd enjoyed it, whirling Rose round to the old fashioned music. He blushed lightly as his eyes fell onto the discarded frilly underwear next to the bed. He'd been watching her as she'd danced with another of the street's residents, he'd lifted her up in some fancy jive and the Doctor had got more than a glimpse of her stockinged legs and the frilly, pink suspenders underneath. He'd quickly occupied himself to discuss the end of rationing with an elderly resident but his mind wandered every so often onto the memory of what lay beneath the silk and lace of her skirt. He'd be the first to admit he was attracted to the human before him, anything with a pulse and half a brain would be and he had two pulses and much, much more than half a brain, but he couldn't act on it. He knew she found him attractive in this new form but he would never be sure of her affections beyond that and the thought of destroying their friendship held him back from even a simple enquiry.

The Doctor caught himself staring and made to turn to the door. The desperate whimper from the bed had him by her side in a second. He looked down at her sleeping face to see her brow furrowed prettily as she struggled with the nightmare that currently held her. He stroked down her hair, hushing her gently and she slowly quieted. As a peace came over her countenance he took the sheet covering her and pulled it back up to her shoulder. His hand remained on the skin of her shoulder as he gave in to the urge to press a soft kiss to her forehead. He almost started as he felt her warm fingers grasp those that rested on her shoulder but her eyes remained closed. Rose sighed gently and her grip tightened on his fingers. He knew he couldn't pull away without waking her.

He knelt for a while, hoping she would release his hand but she had a tight hold and her dreams had quieted. He saw the choke hold she had on her teddy bear and knew there was little chance of escape. He pulled back the light sheet and eased into the bed beside her. He knew she would not be shocked in the morning to find him beside her, it had happened before. Quite often they would fall asleep alone but awake next to one another, sometimes not even knowing how they'd got there but comfortable with each others presence. He was glad of it as he felt her warm breath stir his hair as he lay his cheek on the pillow next to her. His dream had terrified him that they would be soon separated and being close to her dispelled that fear.

He watched the play of shadow across her features, felt his hearts increase ever so slightly as his eyes lingered on her lips. He had seen many beauties in the universe, many he would admit that could rival Rose easily but there was something about her that just made him quiver despite his confident bravado. The thought of losing that, having that feeling torn from him made his hearts break in his chest. He surprised himself when he felt the silent tears on his cheeks and he moved to free his hand to push them away.

The rustle of the sheets was louder than he planned and he watched as Rose's eyes gently fluttered open to meet his own. She gave him a sleepy smile before her expression turned to one of concern. Quickly disposing of the teddy bear behind her and releasing his fingertips from her grasp, she reached a hand out to gently brush at the trails of moisture on his cheeks. Her eyes questioned him and he saw, if not heard, his name form on her lips. Without warning he pulled her into a hug, burying his face in her hair and revelling in the feel of the warm, familiar weight against him. Her arm wrapped round his shoulder, her fingers drawing patterns on his back through his dressing gown.

"What's wrong?" came her soft, sleep filled voice in the darkness.

"I had a dream," said the Doctor into her hair.

"Gallifrey?" asked Rose although it seemed more of a statement as she tightened her arms around him, "Oh Doctor, my poor Doctor."

He could let her believe that was what he'd dreamed, that he's sought her out for comfort as he had done so many times in his old form. He could hear her humming against his cheek as she pressed her lips to the tear tracks there, some gentle old fashioned lullaby she always sang to him but he never heard the words.

"I didn't dream of Gallifrey," he said, barely trusting his own voice, "I…I dreamed…"

"Doctor?" said Rose as she pulled back to capture his gaze once more, concern and compassion apparent on her youthful face.

"I dreamed that I lost you," he said honestly, "That we were separated and…"

The lips on his forehead silenced him, "We weren't, I'm here," she said softly, "You know it would take the entire universe and then some to separate me from you."

The Doctor almost choked as her words hit too close to home and Rose felt his arms tighten around her waist. She pulled back until they lay face to face, her nose just gently brushing against his. The Doctor watched as her eyelids fluttered lightly, bringing his brown eyes into focus. He often wondered what she saw there, did she see the torment, the loss? Did she see the thousand alternatives to each second of his life? Did she see the love he felt for her, the passion he concealed in himself whenever she was close to him as now?

Her fingers came up to brush away another stray tears but instead of drawing back she cupped his cheek in her warm palm and the Doctor couldn't help but turn his head to press his lips against the soft skin. He dropped another kiss against her wrist, closing his eyes as her pulse jumped up to meet him. He could smell the faint traces of perfume and soap that lingered there and they brought a welcome burn to his senses. Rose's hand began to move against his lips, the side of her thumb and then the delicate tips of her fingers tracing his mouth as he pressed tiny, fleeting kisses to each pass. He watched the gentle blush form on her cheeks in the darkness and reached out his own hand to cup the warm flesh, running his thumb over the apple of her cheek as his long fingers traced the delicate shell of her ear.

It was when she trembled that he felt himself move closer to her. She shivered with pleasure at his touch, her lips parting invitingly in a stifled gasp. It felt like eternity between the gentle warmth of her breath playing against his lips to the soft pressure of her kiss but when it came he felt the tears in his eyes anew as he held her to him. She kissed him gently, the movements of her mouth barely perceptible but sending delicious bolts of electricity through him all the same. He didn't dare deepen it, not wanting to frighten her away and ruin this perfect memory. Before she could pull back he released her, not daring to open his eyes to see the expression on her face. He shivered in surprise as she pressed featherlike kisses to his closed eyelids before tracing down his cheek to his lips once more.

He felt her name form on his lips but she kissed it away before he could speak. The delicate brush of her tongue against his lower lip elicited a unguarded moan from him and he felt her smile against him. She continued her assault, gentle coaxing him into parting his lips. He was almost timid, like a school boy sharing his first kiss with a girl from the year above behind the bike sheds. Rose teased his lips with her tongue before letting it play against his own, soft and innocent. Her hands thought were not so angelically inclined. The Doctor stiffened in surprise as he felt her hands on the tie of his dressing gown, loosening it. As it slipped free she traced her hands underneath it from his slim waist up to the light dusting of hair across his chest. The Doctor felt the trails of fire and ice her fingertips left against him and quickly freed himself from the fabric's restraints as Rose pushed it from his shoulders.

The action was enough to break the kiss for a second but her eyes still held his in the darkness, her breathing coming in ragged puffs. Her fingers had found their way into his hair, gently rearranging every strand to however she pleased. For a long moment he was lost in the chocolate gaze of her eyes, his mind whirring over the thousand scenarios that could play out now. He could pull away and leave, tell her it was a mistake and pray they went back to being friends. He could carry on kissing her and then pretend it was all a blissful dream by morning. He could take her home and never speak of the incident again.

He almost choked on his own thought, there was no way he could leave Rose, dump her back into the waste of a life she would have in London. There was another course of action before him but he didn't know if he was brave enough to defy the conventions of a planet long dead, to commit himself to the pain he knew he would feel as punishment for the one pleasure he desired. A longer time than he had thought seemed to have passed as he felt Rose's hand slip from his hair and back onto his cheek.

"Doctor?"

"Rose," the name tumbled from his lips with more than a growl and he knew the decision had already been made for him, "This is so dangerous, I'm dangerous."

"I don't care," was the response as two petal warm lips pressed lightly to his, "I love you."

His hearts really did stop beating then. He'd heard those words from her lips before, not just in his dream but they'd never left her like that. So often when they'd been separated or he'd done something particularly special for her she'd give him a soft affirmation of her love but it was never beyond anything but their deep affection as friends. Now she was saying it whilst she lay in his arms, in a bed in his TARDIS, her lips and hands doing to him what no dream could ever do.

"I love you," he echoed before he finally pressed his lips to hers with some conviction, causing Rose to moan in delight as his tongue pressed through her lips to duel with her own. He felt her shiver in delight as his hands traced the base of her thin pyjama top before slipping beneath to the taut skin of her stomach. From the way Rose's kisses were laced with moans and the way her small frame pressed all the closer to him the Doctor was in little doubt that his fingers did the same to her as hers did to him.

With a shaky grip upon all control he gently eased the soft, cotton top up over her head, before flinging it unceremoniously into the darkness of the room. He almost didn't dare to cast his eyes back down to her form. His hands led the way, his fingertips just brushing the soft expanse of her neck, down to her collarbone. His hands stilled at the top of her chest, his little fingers just lightly teasing the swollen flesh beneath. Rose's hand came up and closed around his own, guiding his open hand down onto her breast, arching into him as the cool of his palm settled against her already too warm skin. The Doctor watched his hand as it danced over her soft pink skin, marvelling at the blush and goosebumps that came to her as he caressed her.

"You are so beautiful," he murmured against her lips, fluttering kisses over them, "So perfect."

"So are you," said Rose, smiling wickedly as her unseen hand suddenly gripped softly through his thin shorts, "Someone's awake."

"You are half naked," said the Doctor with a soft moan as her hot little hand caressed him through the material, "What did you expect?"

He loathed the loss of contact as her hand left him but he felt her fingers hook into the waist band of his shorts, gently easing them free from his form. When the length of her arms proved a hindrance she gave him a soft kiss and a wicked giggle before deftly slipping from his arms and beneath the covers. He soon was free of the restraining material and he expected her to return to him but he felt her fingers on his ankle bone, teasingly walking up his leg.

"Rose what are you doing?" he said, his voice lost somewhere between bemusement and unrestrained passion, "Its much more fun up here trust me."

"Oh really?" came the muffled response from beneath the sheet as those teasing fingers reached his thigh, tracing the soft skin of his inner leg. The Doctor shuddered in delight as her fingers reached a little higher, not quite reaching where he desired them to be. The contact broke from him and he groaned in frustration.

"Rose?" He couldn't believe the begging tone she'd reduced him to, "Rose…oh God Rose!"

His back arched against the mattress as her warm mouth descended onto him, slowly gentle caresses before she took the length of him into her mouth, the soft cushion of her tongue and the pressure of her lips making self control flee as quickly as his rasped breath. She gave a soft, little moan and the vibrations shot right through him, long forgotten senses coming alive as this little human girl brought him completely to her mercy. His fingers knotted in her hair, fussing the golden strands as she pleasured him. Much as he wanted her continue he knew he wouldn't last long under her delicious assault, so with as much control as he could muster he guided her away from his body and back up to his side.

His breathing was ragged but he still pulled her in for a desperate kiss, gradually calming himself as her fingers began to work intricate patterns over his chest. All thoughts of whether this was right or wrong left him as she melded perfectly against him, mewling softly in his arms as his hands traced down her sides, slipping round to grip her backside, his long elegant fingers mapping the soft, supple flesh. His lips descended onto her neck, nipping and sucking at the skin beneath. As he reached her collarbone his tongue darted out to caress the point where it dipped to her breastbone and Rose moaned desperately, her entire body flexing towards him in need.

"Where did a nice little girl like you learn to make noises like that?" he murmured against her neck, marvelling at the flutter of her pulse against his lips.

"Same place I learned to do this," she muttered, her clever hand having once again passed his defences and descended. She gripped the hardened flesh between them firmly before caressing the length of his shaft, purring against him as she did so, "I want to feel you inside me."

The Doctor reached down and gripped her offending hand in his before gently moving her onto her back. His weight settled gently on top of her and her hips raised to meet his, begging for contact. He kept millimetres away from her, causing her to almost cry in distress as he pressed tiny, innocent kisses to her lips. He smiled as her body moved desperately beneath him to no avail. She tried everything, her eyes pleading but he continued to press the light feathery kisses to her and nothing more.

"Doctor," she moaned, "Please…"

He trailed his lips onto her neck, pinning her hands to the mattress either side of her head as she wriggled, "Patience darling," he murmured, a joy hitting him like never before as she sighed softly at the simple term of endearment. His kisses continued down onto her chest, marvelling at her reactions as he mapped one breast and then another with his lips and tongue. His path continued down onto her stomach, finding particular fascination with a mole next to her navel and causing her to let out something between a giggle and a moan. He descended further, deliberately drawing his lips as close to her as possible without meeting her desire, enjoying the scent that was purely elementally her that came to meet him. The weak moan that escaped her as he kissed his way up her still clad inner thigh was almost enough to break his control and have him plunge into her and seek completion but he steadied his mind, concentrating on the task at hand. Slowly he pulled the pyjamas bottoms she wore off her legs and tossed them aside, not caring where they landed.

He placed his hands on her hips, anchoring her to the bed pressing gentle kisses to the tops of her thighs. Temptation proved to much for him to carry on teasing and he flicked out his tongue to just brush the tiny bud of nerves nestled between her legs. Her reaction had him in awe of her beauty as she arched back, her hips fighting against the pressure of his hands and her body flushing a deep pink.

"Do you want me to stop?" he murmured cheekily, his lips close enough to her sex for the vibrations to tease her further.

The reply he got was more of an incoherent squeak than a word but the hand that had knotted into his hair gave him his answer. The sounds that followed only fuelled his desire further as he lapped and sucked at the one place he now knew she had wanted him since the day they met. His name left her lips in her ecstasy and he wondered whether to tell her his real name just to hear it tumble from her as his title did now. She writhed beneath him as heat and scent told him she was nearing completion. He was glad that the TARDIS had no other occupants on board as they would have been brought running by her scream, her entire body tensing with desire before she fell limp back against the mattress, only just finding strength to wrap her arms around him as he trailed kisses back up to her lips, the taste of her still like nectar on his tongue.

He felt the erratic thump of her one heart mingling with his two as his chest pressed to hers, his hand pushing back the slightly damp hair from her forehead. He pressed a kiss to her lips, the laboured rasps of her breathing gentling as he allowed her to calm herself, murmuring to her in his own tongue, knowing she wouldn't understand but also knowing she wouldn't care if she didn't.

"No ones ever…ever…"

He cut her off with a kiss, gently positioning himself so she could feel him gently nudge against her opening. She bucked up to him instinctively but he couldn't take that as an invitation.

"Rose?" he said against her lips before pulling back to stare down into the deep pools of his eyes, "Are you ready darling?"

The look of desperate love that passed over her face at his words almost brought tears to his eyes and without even having to rely on his ability to see people's minds he knew that no one had ever cared enough to ask her before. All they had wanted to do was take, all he wanted to do was give. He kissed her again, her arms tightening round him, anchoring him to her.

"My Doctor."

It was all the affirmation he needed and he gently eased into her, revelling in the tight warmth that greeted him. Her muscles contracted around him and he nearly lost himself there and then but he held back, beginning to move gently inside her and marvelling as she met him perfectly thrust for thrust. There was no awkwardness, trying to settle into a rhythm, finding what worked, they both knew, an instinct brought on by months of chaste intimacy that had fused them closer than any whirlwind lovers.

The sounds of her moans and her movements were all the Doctor could focus on from there, glorifying when he found a place that made her gasp in pleasure and exploiting his new found knowledge to the highest. Her hands and lips were her weapons, coaxing him, gentling him, causing him to cry out in a delicious mix of pleasure and pain as she raked her nails up his back. The sound of her completion as she keened and tightened around him was enough to push him over and he came with a shuddering cry, her name mingling with his own language as he emptied himself into her.

He was still trembling as she pulled him to her, her shoulder providing a soft, slick pillow as she held him, their ragged breaths mingling. The room slowly came back into focus around them and the Doctor almost laughed at the clothes randomly strewn around the place, he couldn't remember having flung her top that far. As their heart rates settled back into a normal pattern the Doctor slipped from her and settled onto his back, pulling her to his side so her head lay on his chest, her arm snaking around his waist. He pressed a kiss to her hair, not quite able to believe that he wasn't about to wake from a blissful dream.

"You're amazing," he muttered, needing to hear his own voice as well as her reply.

"Mmm," was the contented reply at his shoulder, "So are you. I love you Doctor."

He felt her smile as his heart rates increased beneath her cheek, "I love you too," he said before his face broke into a grin, "I only came in here to check you were alright and now…"

"Now I'm more than alright," said Rose, lifting her head to look at him, "No regrets?"

The Doctor smiled down at her, somehow the dreadful nightmare that had brought him to her side disappearing in the glory of her eyes, "Only that I waited so long to be with you. My Rose."

"My Doctor," she murmured as she settled back against his chest, "So all you thought you wanted was a cuddle?"

The Doctor tightened around her as he felt her breathing begin to even into the oncoming of sleep, "Not just a cuddle," he said, his fingers tracing her shoulder as he eased her into a dream, "I wanted to lay beside you."

The Doctor had spent a lifetime wishing. He smiled as he too fell into a contented dreamless sleep. He'd finally had one granted.