NOTES: In the event the rating didn't clue you in - this is smut. I've never written Doctor Who smut before, but this idea would *not* go away. So, I'm giving this whole smut thing a whirl. Wee.

His mouth felt like any mouth should. Though she'd never had one kissing her shoulder quite like that before. Lips closing around her earlobe just as anyone else would do. She supposed it shouldn't have surprised her as everything else about him seemed as human as she was.

So, what did it say about her that a simple kiss could squelch her anger? Okay it wasn't a simple kiss. And her anger wasn't completely gone.

But still.

She shouldn't allow herself to be distracted by his attempts to appease her. Distracting though they were.

With his mouth he was capable, seemingly confident kissing patches of her skin constantly so she was never sure where he was going to strike next. His hands, however, seemed tentative. As if he wasn't sure where was safe or reasonable to touch.

Sadly, she wanted him to touch her everywhere. She wanted to scream it from the top of her lungs. Except she wasn't sure anything would come out but a pleasurable groan just then because he chose that moment to nip the sensitive skin at her throat. There wasn't anything he couldn't do to her just then. Or most probably ever.

She'd wanted it - him - for so long it was scary to think it was finally going to come true. She'd dreamt of it, tried to replicate him (unsuccessfully) but she never imagined it like this. In this blue box that was so much more. With her mad because he'd threatened to take her home. As if she was still that girl he'd met fourteen years ago.

She wasn't.

At all.

She'd hardened her heart, refusing to let anyone get too close. Oh, she put on airs well enough, let people in just enough that she didn't seem cold or unfriendly. But always there was a wall. It didn't help that everyone'd thought her mad for years.

Her thoughts were distracting her from paying attention to what he was doing because somehow her blouse was undone as was the front clasp of her bra. Dexterous hands skimmed her abdomen, hands she'd watched enviously as they almost suggestively worked the controls of his time machine.

This moment, though, they were on her. Touching her. She gasped as he brushed the back of his hand over her breasts. First one and then the other.

She was mad. Angry. Ready to fight him tooth and nail so that he wouldn't bring her home. And she had every intention on telling him just where he could put his threats of taking her home.

So why was her body betraying her?

Her blouse was pushed over her shoulders and off, falling to the floor at her feet. And just where were they anyway? She'd sought him out after her shower and wasn't exactly sure where she'd gotten to. That didn't really matter she supposed, as she found him. He'd murmured something about being sorry. She'd started in about how he couldn't go on treating her like a child. She realized it'd only been a few minutes for him but she wasn't seven any longer.

He'd cut her off mid-argument by kissing her. Thoroughly. Deeply. So intensely she was sure at that moment she wouldn't have needed the TARDIS to travel through space.

And now his mouth that same mouth that had kissed her senseless was doing fantastic things to her neck, his tongue licking a path from neck to collarbone to

She cried out as his mouth closed over a nipple. Already hard and aching, the warmth and wetness of his mouth was more than welcome. Her whole body ached in excitement. No use fighting it anymore. She wanted him to do this. Wanted him to want her.

Need her.

It was essential he needed her, too.

And she knew he did even if he didn't. Yet.

He was very thorough in his attention to each breast, each nipple. While she wasn't endowed with a huge chest just now that didn't seem as if it mattered. He certainly seemed to like what she did have just fine.

Hands fell to her hips as hers found his shoulders. She lifted the collar of his shirt as he worked the hem of the already short skirt up along her thighs.


His hands were so warm as he rested his palms against the back of her thighs. His thumbs grazed her skin as he nipped the underside of a breast.

She'd had enough of letting him do all of the work. She unfastened his bowtie (no easy task as she'd never done it before), sliding it out from around his neck. She reached to unbutton his shirt, which resulted somehow in them both falling to the floor.

Neither tried to get up any further than their knees. His shirt joined hers on the floor, only she tossed his aside rather than letting it fall nicely.

His hands were at her back now, drawing her close. Her sensitive breasts brushed against his chest and she heard a groan. Had to be from him because she didn't make noises like that. At least not until now.

His hands were busy, touching everywhere from her hips to her shoulders before coming to rest at her hips. The skirt again. He lifted it higher still, his mouth claiming hers once more. He cupped her ass, drawing her against him, letting her feel that she wasn't the only one excited by what they were doing.

And perhaps giving her a chance to stop him from going any further.

Of course she didn't. Wouldn't. Couldn't. She'd waited her whole life for this moment. For him. For this.

She placed a hand over his, sliding it to the zipper at the back of her skirt. He took the hint, working it down as he moved to kiss her breasts again. And then lower still to her stomach as he slid the skirt over her hips and down. His hands moved with it, guiding it down the length of her legs. She stood so he could remove it entirely. He drew away a little then, looking at her.

She was of the mind to ask him what he was thinking, scrutinizing her like that. Looking very much as if he was, well, memorizing her for lack of a better way to think of it. And maybe he was. She kind of liked that idea.

His hands started their journey the other way now, up her legs, sending heat through her body that had so much more to do with arousal than his hands warming her. Fingertips slid between her thighs. She parted them without any prompting, wanting him to know how ready she was for him. For this.

A finger slid between her lips and up, circling her sensitive nub. She cried out when he replaced the finger with his thumb, increasing the pressure there just enough that she had to grab onto the nearest thing. And hope that it was sturdy enough to keep her upright.

A hand made its way from her hip to her abdomen, running his fingers along her skin. He slid it up more, cupping a breast as he kissed her so intimately. He was gentle at first, almost hesitant as if unsure this, too, would be allowed.

She was too far gone now not to allow it. Wanting completion, knowing that he had all of the necessary parts and knowledge of how to use them to give it to her. Hands slid to her ass, pressing her firmly against his mouth.

She had no idea what she said, if it was coherent, when she felt his tongue slide in between her lips, up and in to that spot she wanted him in more than anything just then. She may have just begged. Especially when it was clear he was in no hurry to move onto anything else. No hurry to see to his own pleasure.

She'd heard girlfriends talk and none of their boyfriends went on with their mouths for this long at least by their accounts. It was as if he had no desire to stop licking her, tasting her, and making her quiver in a way that she imagined only he could. She didn't want him to stop either. Every time she thought he might he merely changed tactics, alternating between touching and licking the different parts of her he was so focused on.

She let go of whatever it was she held onto, moved her hands to his head. That hair. Silly though it was, she loved it, and she ran her fingers through it. Silently pleading with him not to stop, not to let up as she felt her body begin to reach that point he'd been so thorough at bringing her to.

He slid his hands to her hips, securing his hold on her as she let go of both her body and her mind, riding the waves of the orgasm he'd helped her achieve.

Never before had she experienced anything like it. She'd never let herself lose control so completely. She couldn't not until tonight, knowing that he'd catch her if she fell.

He encouraged her to the floor. Wordlessly. Neither had so much as said a word since he'd first kissed her. She didn't count incoherent mumblings, though there'd been plenty of those on both of their parts to this point. She went willingly, didn't need much guidance it seemed, working the zipper on his trousers and pulling them down. Just as she'd done, he stood so they could be removed.

It was her turn to touch and kiss, taking him in much the same way he had her. As if memorizing him. This man she'd thought more than once wasn't going to come back for her. Except he had. She didn't understand the workings of the TARDIS but she believed him that it was an accident.

She believed him. She hadn't wanted to trust him, trusting him would mean everything had been for nothing. But she did now.

So much so, that she slid his length into her mouth, surprising herself (and apparently him as well) with her enthusiasm in doing so. His whispered "Amelia" only served to encourage her to take him deeper, exploring a bit the things she could make him feel with her mouth. The different ways to lick him, taste him, suck him. And every way she tried elicited a different response from him. As if each time was new, exciting, much the same way it was for her.

Her hand stroked the base of his shaft, stroking him as she followed his unspoken clues as to what he liked most. Apparently, he really liked when she licked the tip of the head like she would swirl an ice cream cone. Of course, she had yet to find anything he didn't seem to like so it was all relative she supposed.

He pulled himself out of her mouth, kneeling in front of her. He kissed her again, their tongues met as he guided her to the floor with him on top of her. He broke the kiss, eyes watching her for a moment. Was she supposed to shut her eyes? She had no idea, didn't want to that was for sure. She wanted to capture every moment so she'd remember every detail. Always.

She lifted her hips, sliding her legs along his calves, which was evidently what he'd been waiting for. A sign that she wanted this to go the distance. Only then did he enter her, sliding into her almost as if he thought she might break. Or not be real. She didn't know which.

He was gentle, his strokes in and out of her almost tentative. And then he was there. She felt him right there. And wanted more.

"Please," she murmured. Begged. She needed him inside of her.

She felt him withdraw once more and groaned in frustration, because that wasn't at all what she wanted. She wanted him deeper not pulling out.

She wasn't disappointed for long. With one quick thrust he filled her completely. And it wasn't just her body he filled. Her mind.

"Oh God," she cried out. It was almost too much. She felt what he felt, knew what he was thinking, how he felt being inside of her, how sorry he was not just for the threat of taking her home but for the error that meant twelve years passed between their meetings for her.

She saw so much. Too much. His life, different faces - faces she'd seen on the hospital roof, though she hadn't understood who they were. She did now.


They were all him.

She hoped he saw the things in her mind just as she saw those in his. That while it had hurt he hadn't come back as promised, realistically she wasn't sure what she'd done if he had returned. And would he want her like this, like a man wants a woman, if she'd been with him for the last fourteen years?

"Yes," he murmured, though she wasn't sure if he'd actually said it aloud or with his mind. Either way, she had her answer. It should have frightened her a little, the depth for which he was allowing himself to feel for her so quickly. It wasn't love. She wasn't foolish enough to think it was that this soon, but she knew he'd held back before and he didn't want to make that mistake again.

She knew, too, when he realized that as close as she'd let herself get to Rory this was something she hadn't been able to give him. Always in the back of her mind was the thought that he truly thought her mad.

Fitting, she mused, that her raggedy doctor should be her first. She wasn't fool enough to believe she was his first, but this man's she was. So they shared that awe of feeling connected to someone so thoroughly for the first time.

Their bodies reached their release long before he severed the link between their minds. Maybe he liked taking a stroll through hers. She had no secrets from him, not after this. Earlier today she wouldn't have wanted him looking into her mind.

And maybe it was the easiest way for him to make her understand him. Make her understand that he would always make rash decisions, say things without thinking, but that it was his actions that she should pay attention to more than his words.

It was then that she knew that it would be up to her whether she returned home. Not that she really had a home to return to.

"We could be your home," he murmured against her ear. Neither had moved, perhaps they were incapable of doing so just yet.

She didn't respond, but reckoned there was no need for her to.

He was in her mind after all.

~The End~