Title: Needs Must, 1/2
Author: Lilac Summers
Characters: Ten/Donna
Classification: Ust and humor
Rating: This chapter PG-13, for language and suggestive content

A/N: I really shouldn't be starting something new before I finish everything else but...

He was tall and broad-shouldered, with dark hair and green eyes. His strong, square jaw was just stubbly enough to send her into a little Indiana Jones fantasy, and when he smiled at her there was an adorable little dimple in his right cheek.

In short, absolutely everything that appealed to Donna Noble. Especially a Donna who hadn't had a real honest-to-goodness, no-strings-attached flirt since a failed wedding, failed virtual marriage, failed real marriage, and a failed youaren'tsmartanymorebutyourbrainwon 'texplode!metacrisis.

The Doctor was off somewhere, looking for a thingamajig that was supposed to repair the TARDIS' heating system (or maybe it was the cooling system? Perhaps the ice box was on the fritz? To be honest she hadn't been paying that much attention.)

Point was he wasn't there and it might be hours until he got back, while the man across the way was giving her the eye.

Donna swung her long curtain of hair behind her shoulder and cast him a flirtatious smirk that blossomed into a full-fledged smile when he started to make his way to her. It'd been a while, but apparently she still had it!

And then before she knew it she and Rafael (Rafael! Now that was a real name, not something stupid like 'Doctor') were having some fantastic frothy drinks from a nearby booth and he was sending out all the right signals. She playfully placed her hand on his very nice, tight pectorals, leaning in as the crowd of market-goers jostled her from behind. She may have groped him just a teeny tiny bit, but he didn't seem to mind.

"How about an early supper? Right now, at my place; I could cook for you," he invited.

Hell if she didn't know what that was code for, because even if this was a human outpost in the 37th century, some stuff was just universal. She sent him an inviting glance from under her lashes as he reached up to cover the hand on his chest with his own. She leaned in just that necessary inch more to press up against him and make it clear she understood and agreed with what he was really proposing.

"That would be lovel-"

"Hello there!" came the cheerful intrusion as a hand suddenly speared between her and the hunk, deftly untangling her grip from Rafael's and replacing it with his own.

"I'm the Doctor! And you are?" he shook Rafael's hand frenetically, forcing Donna back a step if she didn't want to get beaned in the eye.

Before Rafael could respond with his name, the Doctor was barreling on, still shaking his hand enthusiastically. "Look at you, making friends so quickly. Rather friendly friends. But you can never have too many friends, even if the people you meet are too friendly, you understand, almost suspiciously friendly if I dare say. But then what's the point of having friends if they aren't friendly, amIright? And OH!"

Both Donna and Rafael jumped at the sudden exclamation.

"Oh! I had forgotten, Donna, to tell you that we really must get going because as much as I love Mahla-Hao in the 37th century, with its fantastic two suns - and isn't it weird that it's not hotter here than you would expect, with two suns...well, I say weird, when it's really not weird at all, you see, the planetary orbit is at just the right angle so that no one place gets the full brunt of both suns' heat at any one time, it's fascinating, Donna, I must tell you all about it when we get back to the TARDIS - I finally found that piece I was looking for and we need to go fix the pool's auto-heat setting as quickly as possible because the water's been freezing for the past 200 years and I quite suddenly and urgently fancy a dip. There's really no better exercise than swimming, even though you know I love the running, it's ever so bracing and gets the hearts pumping, but swimming is quite better on the joints, yes quite better, and you can never be too careful with your joints, Donna, I hope I've told you that before because it truly is worth repeating! You're probably wishing you could take a dip in the old pool this very second, wouldn't you-"

"No, I wouldn't fancy a dip in the pool. I was just arranging some supper plans here with-" broke in Donna desperately, knowing the Doctor wouldn't wind down anytime soon. It was nigh impossible finding an opening in one of his epic run-on sentences.

"Oh no, we can't stay here, though how kind of you to invite us for a meal, Rrrrrafael!" The Doctor rolled the 'r' in Rafael's name exaggeratedly. "Alas, no can do this time, compadre. Ooh, no, don't ever let me say that word again, this mouth doesn't do Spanish well. But Donna if you get this kind man's number I'm sure we could return one day. Mind you," he patted a dazed Rafael's shoulder in happy camaraderie, "probably not in time to meet you again. Your great great grandson, however, we might be able to catch up with assuming he keeps the same number as yours and really what are the odds of that but in any case one can hope, hmm? Ah, Donna, seriously, you've dallied too long and didn't I just tell you that i need to fix that pool ASAP?"

With another friendly pat to Rafael's back that almost sent the other man sprawling, the Doctor grabbed Donna's hand and began to haul her away.

"But wait, I was going to-and he-"

"No time now, Donna! Blimey but you can talk! Maybe next time you'll let the poor man or his great great grandson get a word in edgewise and then you won't have wasted so much..." he blabbered on, soliloquizing on the merits of time management.

Donna only had time to cast one last woebegone look Rafael's way, as he stood, dazed, watching her get pulled away without even the chance of exchanging numbers as the Doctor had suggested.

Donna tossed and turned, huffily pounding the pillows under her head as if they'd personally insulted her. The room was hot, but if she kicked off the covers then she was cold. In an effort to cool off, she had abandoned her nightgown to slip nude between the sheets, only to lay there for a minute before scrabbling for the gown once more.

With the way she was feeling, it was best if she was naked as little as possible. God knew there was only so much self-lovin' that would do any good, and she was far past that point. Being naked might inspire her to do things she really, really shouldn't even be thinking about.

Like walk down the hall. To find a certain alien. And climb into his bed to slide up against his blessedly cooler body.

Arrrgh. Bad thoughts. Bad thoroughly-delicious thoughts.

Truth was, Donna was horny. She'd reached that point where quick and easy self-helped orgasms weren't making a dent anymore. She missed the connection, the contact, the taste and touch and feel of man. She wanted the weight of a body pressing hers down, a hot, hard body (or a cool, long, wiry one). She wanted lips on hers, dueling tongues (would it finally shut him up?). She wanted a man's face buried in her neck, whispering words in her ear (perhaps in a long-forgotten language) as she wrapped her legs around strong (slender, maybe even bony) hips.

It was getting really bad. Stare at the Doctor during his minor bouts of oral fixation and have mini orgasms type-of-bad. Want to rip off his pinstripes to see if he was really just skin and bones underneath type of bad.

Though, if she were honest she would admit those were symptoms of a problem much larger than just needing to throw her leg over someone. Those were symptoms of her being increasingly sure she was in lov-

No. nononononononono. None of that! No point to those kinds of thoughts, anyway, not like anything would ever happen with him. She'd just have to live with these annoying, growing feelings, and be a big girl about it. She'd known what she was getting into from the very beginning – he'd made it very clear. God forbid he find out and start pitying her, like Martha!

No, this was her problem, no one else's. Anyway, what she needed to do was stop thinking moronic romantic nonsense and focus on the solution. And the solution for cosmic horniness was what she'd been trying to do for the past month with no success: find herself a man for a few hours of satisfying relief so she could stop thinking about her hormones and amusing herself with thoughts about carnally attacking her traveling companion. But it always came to naught; anytime she got close to reeling a man in, something invariably went wrong. Explosions. Revolutions. Flesh-eating hamsters. Clueless Gallifreyans intent on introductions.

She grumpily stared up at the dim ceiling. It hadn't seemed like such an issue the first time she'd traveled with the Doctor. Non-stop adventure and the lingering burn of Lance's contempt had kept sex far from her mind. But now? How long had it been now? Some cutie at a bar, about six months after her divorce with Shaun was finalized. Eh, he hadn't rocked her world, but he'd done okay for himself and, mainly, had served to get her out of the funk her failed marriage and lost memories left her in. That would have been about 8 months before the Doctor found her again, and since then...that would make it...oh god, just embarrassingly too long! No wonder she was climbing the walls.

Enough was enough. It was time to stop sulking and acting like she was some virginal heroine in a novel, waiting for the cosmos to align for her or some such rubbish. She needed to just take control of things. And if what kept her from doing what had to be done was that she was always interrupted, then she had to stop the interruptions. Stop trying to do things slyly and get some buy-in from the one who was always interrupting.

Yes, it was time to have a very candid talk with her Doctor.

Donna loitered by the library door, peeking inside to spy on the Doctor. He was sprawled out comfortably on the sofa, reading. She straightened and tightened the belt on her robe, readying for battle. Like ripping off a bandaid! she told herself sternly. Fast and ruthless.

"Doctor," she said briskly, striding into the library as if she owned the ship. "We gotta talk."

The Doctor looked up from some enormous tome, peering above the rims of his stupid-not-hot-at-all-sexy-get-it-together-Donna! brainy specs. Donna quelled the clenching low in her belly through pure force of will.

"Hmmm? What's on your mind, Donna?" He reached for his tea, taking a small swallow, then licking off the moisture that remained on his bottom lip.

Donna stared, entranced, before shaking herself out of it. "Er...right. Right. Look, thing is..." she managed, before trailing off uncertainly.

She could do this, she could. It didn't have to be awkward at all, telling the Doctor she needed a night of horizontal mambo-ing. She took in a deep breath through her nose. Opened her mouth, closed it again, then hemmed and hawed as embarrassment crept in.

He blinked back at her, waiting patiently, eyes wide and guileless as a fawn. Innocent as a lamb.

"Erm...Ah…uh." Okay, maybe she couldn't. She deflated, losing her battlefield stance and resorting to fidgeting. This was utterly humiliating.

The Doctor, observing his companion go from tempestuous Valkyrie to blushing schoolgirl, became very concerned. He'd thought she was going to demand another spa retreat (since the last one was kind of derailed by flesh-eating hamsters). Now, watching her wring her hands together, he had to revise the severity of the situation.

"Donna?"

Donna flapped a hand his way. "Nah, never mind. Just forget it."

"No, Donna. You obviously have something important to say. I'm listening." He pulled off his glasses, folded them neatly, and sent what he hoped was a reassuring smile his companion's way.

Okay, we're all adults here. No big. He's my best mate. Pretend he's like…an alien Nerys. A Nerys with a penis. And if she didn't say anything now, it would only get worse and worse and god forbid she actually end up doing something monumentally stupid in her desperation.

Trying to grasp onto that elusive courage, she carefully edged onto the couch. The Doctor obligingly shifted his feet over for her.

"Well, Doctor, thing is…I'm a woman." She skewed her gaze his way, to check if he was following so far.

He nodded enthusiastically. "Yes, my amazing powers of deduction had figured that part out."

She flushed crimson and rounded on him with a pointy finger, stabbing it into his sternum. "You want me to talk to you or not?" More nodding, this time a bit more enthusiastically, from the Doctor answered her question. "Then mind the lip, yeah?"

Sullen nodding, now.

"So as I was saying, being a woman means that there are times when…um, well, you see, it's like this. Sometimes, sometimes women -" Donna tried to continue.

The penny dropped amid Donna's fumbling explanation and the Doctor heaved a great sigh of relief. Oh, silly Donna! He cut off her faltering speech by grasping her flailing hands. "Oh, Donna. I already know what you're trying to say, and there's nothing to be embarrassed about."

Donna stopped mid explanation. "No?"

"Of course not. I'm a doctor, after all." Adorable humans, getting embarrassed about the most natural things. He graced her with a kind, indulgent smile.

"You are not!"

"I am!" he defended, insulted. "I know more about medicine than any of your paltry human physicians do!"

"Oi! Paltry?!"

"Yes," he said firmly, now getting up and tugging Donna along after him. "And you forget that I've had many human female companions. I know just what you need." He dragged Donna determinedly behind him. "Of course I can help you out. You should have asked earlier."

"You do?!" squawked Donna. "You can? I should have?! Doctor, I thought you said you just wanted a ma—"

They rounded a last corner, the Doctor hauling a struggling (only half-hearted struggling, mind) Donna. And Donna found herself, quite unexpectedly and disappointingly, in the medbay with a cheery Doctor opening a cabinet and proudly offering her a box of Feminax.

She stared at the little box before peering up at a too-smug Doctor. "Cramps? Seriously? You think a grown woman of 37 years has to ask you how to deal with menstrual cramps? Who the bloody hell do you think buys the stuff to stock in the flippin' med-bay to begin with?!"

"Donna!" he rebuked, holding the bright pink box protectively to his chest, "no need for such langua—"

"God save you, Spaceman, if you say a damn word about my fucking 'language' I will make you swallow those pills, box and all. And no, not everything that is wrong with a woman revolves around her period!"

The Doctor carefully placed the box back in the cabinet, closing the door with great dignity. He made a big show of miming a zipping motion over his mouth, graced her with what she liked to call "attentive wide-eyed Doctor look #3" and made an exaggerated 'go ahead, then' motion with his hands before shoving them in his pockets.

This conversation had obviously taken an unseen and unwanted detour, and Donna was no closer to spitting out the truth than before the Doctor reacted like typical clueless bloke. She really had expected better from her Martian, but apparently a bloke was a bloke was a bloke.

Donna clapped her hands over her face and scrubbed furiously, then took a long, calming breath. Maybe she could go more round-about. Take the scenic route, so to speak.

"Look, Doctor, you ever heard of an American show called 'Sex in the City'?"

The Doctor screwed his brow in confused thought, before brightening in remembrance. "Ah, yes, of course I do! Early 21st century. Sarah Jessica Parker, in fact, I'd bet money on being from the planet Herticose~XX981. Really quite obvious if you look at the bone structure. Ooh, Donna, do you want to go to Herticose-XX981? Really a rather misleading way for you to ask to go, but if that's what you're after we can hop on over for a quick jaunt, take in the rainbow-hued moons of-"

"For the love of little baby Jesus, Doctor, shut your gob already! I just asked if you remembered it!"

The Doctor shot her an aggrieved glance before straightening out his lapels with injured dignity. "Yes. I do recall the show."

Donna sighed in relief when he didn't go on to sprout more alien nonsense, then skewered him with another expectant look, as if she could beam understanding into his brain. When he continued to stare at her blankly she decided he needed help. "It's about women, and their... their needs." She tried to telepathically prompt him with another significant look, just in case some magical metacrisis juju still swirled around her head. "Aaaand?"

"Aaaand..." he parroted back, helpfully, some semblance of realization dawning on his face, "you want me...to...buy you shoes?"

"What?! That's what you remember from the show? No, Doctor, what I want is - wait, are you offering to buy me shoes?"

"Isn't that what they always seem to be blabbering about? Is that what you want?" he dug a hand in his pocket, as if he was going to pull out an unlimited credit chip right then and there.

"No." Realizing she was turning down footwear, Donna backtracked frantically. "I mean, yes! Yes, I do want you to buy me shoes. Later. Don't forget, okay? Shoes are always good." Screw the stereotype, she wasn't about to pass up a shoe-shopping spree! "But, umm, that's not what I'm talking to you about right now. Do remember it for later, yeah?"

At his uncertain nod, she huffed out a breath, relieved the shoe offer was still on the table. "Okay, I need you to focus here. You know, it's called 'Sex in the City,'" she stressed.

His hands had traveled into his hair and he scratched his head thoughtfully. "Oh, huh. Fancy a quick stopover in New York?"

Frustration finally won over embarrassment and Donna snapped. "SEX, Doctor, I'm talking about SEX!"

His eyebrows flew up so high and so suddenly she was surprised they manage to stay on his forehead. Then they dropped down just as quickly into a confused frown. Could eyebrows get whiplash?

"I thought we had established that you're a woman. And that it's not…" he vaguely pointed at the cabinet behind him, wary of making the same mistake.

"Not my sex, you dunce! THE sex. As in with other people. Relations. Knowing, in the Biblical sense. Do I need to pull out the thesaurus, here? Fucking," she concluded succinctly.

The Doctor's brow had been steadily furrowing as she spoke, so he looked a bit like a befuddled Shih Tzu when she ended her rant. "Sex? But there is no sex. I've made sure of..." He seemed to forcibly cut off that sentence with a cough that degenerated into full-blown choking for a minute, until she pounded on his back in real concern.

After a bit, voice hoarse, he continued. "I mean, what I mean is, I don't see how you've had the time, I … that's what I mean. I'm pretty certain that…" his voice dropped, shivering across her nerves, "there's been no other man allowed on board."

"No, there hasn't been – time or men. On the TARDIS or off. And that's the problem. I'm a woman, a human woman, with human needs, and a vow of celibacy wasn't exactly discussed in the nonexistent 'how to be a companion' reading material," Donna muttered.

The Doctor couldn't seem to decide whether to flush red or turn sickly pale. It was rather amazing watching him somehow try to do both.

"I didn't know," he almost whispered, "that you were…needing."

Donna huffed, so incredibly embarrassed that she wanted to just die, and it only made her angrier. "Why not?! What is this, a Victorian novel? You said so yourself; you've had many human female companions. Don't tell me all of them have been nuns while on board."

He dipped a finger into the knot of his tie. Tried to loosen the fabric that was determined to strangle him. "Well, no."

"Right. So what did…oh." Donna told herself she wouldn't take this personally. She wouldn't, she was an adult woman, she would be rational. "Oh, you...and them. I see. 'Cos, uh, you weren't just 'mates' with them."

His eyes widened at what she was obviously inferring. "No! Oh, no no no. It's not like that. I don't do that."

Sure you don't, she wanted to bite out with seething sarcasm. Lookin' like that; I'm sure you've been a saint. But that would be catty, so she was going to hold herself back.

"You don't do that. Sure you don't." Okay, so this was a stressful situation and sure some cattiness could be forgiven.

"No, Donna, I don't." His voice was quiet and he looked away, almost ashamed.

Donna stomach plummeted. "Oh. You mean you can't?"

"Of course I can!" he yelped.

"Ah, then." She awkwardly pulled her hair over her shoulder, fiddling. "Huh. I'm not sure what to say here, honestly. D'you…do you rather men, perhaps?"

"No, Donna! I just - look, it's not something Time Lords take lightly. And I have never wanted to complicate my relationships with my companions to want to add that into the mix."

"Soooo, not even with Rose?" she queried tentatively.

The look he returned was dark and forbidding. "No, not even with Rose. Not even close."

Okay, she was just going to let that one drop right there.

"Huh. Back to the point then." She shook herself, as though shaking off unpleasant thoughts. "If it wasn't you, then what was the solution for your other companions?"

"Weeeellll, let's see. Some have had lovers; I'd drop them off every now and then. Others were couples I'd invite on board." He paused, wary. "Rose, for example, had a boyfriend. Mickey. We took him on board for a while."

She forced herself to only look vaguely interested, as opposed to having her jaw hit her chest in shock. It was apparently the right thing to do, as after a cautious glance her way, the Doctor continued. "Jack managed to find five minutes alone in every planet we went to, and really, five minutes was more than enough. Martha…I imagine Martha found solace during the year that never was; ended up engaged to him, after all. And others have fallen in love, found someone that struck their fancy, another planet, another time, and decided to stay."

How awfully sad. He looked so matter-of-fact about being abandoned that Donna wanted to hug him and squeeze him and... Because she couldn't, she got testier. "Oi, well don't be getting any hopeful ideas. I ain't about to jump ship because of a pretty face. Whole of time and space, after all!"

The Doctor looked pathetically hopeful. "You really think that?"

"Well of course I do, you weird alien. If the threat of my brain exploding couldn't keep me away, nothing will. I'm not giving this up for anything!"

He let out a relieved breath. "Well, that's awfully good to know, Donna, that you can't be swayed by a pair of nice biceps and some green eyes on a 37thdcentury man. Probably fakes, you know - the eyes. Not the biceps. Though coulda been. Very advanced plastic surgery practices. Ah, but, none of that matters. Good talk, Donna." He patted her shoulder all friendly-like and started walking out the door.

"Hey! Hey, you outerspace, oblivious git, I didn't say we were done with the issue! I still need some-something. And I don't take sex 'lightly,' either, the way you put it, but well, it's been a really long time! Months and months and months means a girl needs some options."

The Doctor was frozen by the door, refusing to face her, but his head seemed to be trying to sink into his shoulders.

"So, work with me here." she finished, a bit more quietly.

Suddenly he rounded on her, like a switch had been flipped, and he went from contrite to furious. "Well I'm sorry if exploring the entirety of time and space is getting in the way of your sex life!"

"Don't you turn this on me! You just said your other companions had happy fun sex time. Why am I not allowed?!" she demanded.

He crossed his arms and stayed stubbornly silent, and for some reason Donna felt as if he couldn't take the conversation seriously, not because of the topic, but because it was her. Sure she wasn't a pneumatic twenty-year old, but that didn't mean she didn't need some physical attention just like anyone else. It hurt that he would dismiss her so readily.

She swallowed thickly and blinked rapidly to keep tears from rising to the surface. "I'm not asking to find a boyfriend and haul him around. I'm not even asking for you to do anything other than let me meet a few people without always interrupt-"

"Fine," he cut in brusquely.

"Fine?"

"Yes, fine. Whatever you want," he ground out, then stalked off, slamming the medbay door behind him.

Donna reached up to press the palms of her hands hard against her eyes, then exhaled, fluttering her fringe with a great upward sigh. "That went swimmingly."

To be continued!

I shamelessly stole the "little baby Jesus" lined from the movie "Talladega Nights." Be a doll and review!