Martha meant no harm; she just wanted a drink of water.

She just going back to her room when she stumbled upon a strange door.

Curious Martha cracked the door open and peeked inside, she gasped in shock when she found the Doctor sound asleep in his boxers.

Gently closing the door Martha's face was beet red from embarrassment.

"He never told me he slept." She thought grasping her chest.

She was about to go back to bed but biting her lower lip she mischievously thought. "This is an opportunity to good to miss."

Martha carefully opened the door and watched him sleep.

The Doctor was sleeping on his back, his head lying on his arms with his feet crossed.

She never knew the Doctor looked so different when he was asleep, so peaceful and relaxed.

Martha softly giggled at his messier than usual hair.

She then noticed something in his hands, next to his head.

Martha peered closer and realized it was a stuffed toy banana. "I wish I had my camera." She thought snickering.

He then turned his head slightly displaying his handsome profile. "So unfair even asleep he's gorgeous." She thought.

The Doctor turned on his side hugging the stuffed toy and facing her direction leaving Martha taken aback by his amazing physique.

His arms were long and powerful and framed his strong shoulders perfectly.

There was just the right amount of hair on his well-developed and muscular chest.

Martha practically fanned herself as he stretched out his torso and flexed his long lean legs.

She became distracted by how the fabric of his boxers clung to his lower half she stumbled a little against the door waking The Doctor.

Martha quickly ducked out of sight and prayed he hadn't seen her.

"Hello?" He yawned.

Martha held her breath as she heard his sonic screwdriver scan the room.

After awhile the Doctor shrugged. "Probably the TARDIS playing tricks, again." He yawned and quickly fell back asleep.

Martha exhaled and decided it was time to go. "Better let him sleep." She thought.

She started to quietly leave when the Doctor called out "Good Night, Martha!"