A/N: Wow, I really did not expect such a lovely reception to that first chapter. Thank you all so much for reviewing and telling me what you thought! It really made my day. More smut in this chapter, probably pushing the envelope just a little bit more but we'll see.

It is very smutty and at times a bit dark but it's my take on the somewhat difficult relationship between Rose and her human Doctor and how it might have worked out. Much thanks to lj user=chicklet73 who has been looking at bits and pieces of this for almost two years. Please let me know what you think, adjustments are still being made to the ending and I do value any feedback, happy, not so happy, critical or not. Other than that, I can only ask that you enjoy it.

He looks up and it's the same measuring expression she usually sees behind his glasses (actual prescription now, and truly necessary for any reading at all) and then looks back down again. Rationalization holds out until she feels his breath on her stomach and can no longer see the ground between them, her teeth clench and she shuts her eyes, unable to watch for the feel of need pooling in the pit of her stomach, threatening to spill over and force her to beg.

His teeth make contact with her skin through the dark tights on her belly. Not quite what she had in mind and there's no tongue, no heat but for his breath. His hands are there, no caress, picking like the teeth, tugging and nipping and then she feels the seem that runs from her belly button down, between her legs and up the small of her back, feels the seem pulled away by his teeth and his hands fly to his aid and then she feels the seam pulled tight against her giving her a spike of obscene pleasure, hears the tear of nylon as his teeth break the threads and the stitches come quickly undone.

Legs turning to water, she steadies herself with a hand to the wall behind her back, forcing herself up a little as the feel of his breath so close makes her own breath quicken. What remains of her tights slowly give in to gravity, peeling away until they're hanging off her at mid-thigh and all that's left between his mouth and where it needs to be are her black cotton panties.

For a reason she will later find unfathomable, she expects him to let her step primly out of them. Prepares to push off the wall and mange the maneuver when she feels his mouth on her through the cotton. Now there's tongue and this is when she realizes how wet she is, when he realizes he wants to taste her more than he wants to breathe. Potent, intoxicating bliss, is all he can think and before this moment, he had no idea human's were capable of such sensory overload but now there's taste and smell and the texture of it tingling against his tongue. A few more presses of his open-mouth, tongue lapping and he finds his comparisons with a drug are more than adequate, intoxication giving way to addiction. But, to continue further with the metaphor, he knows in that forever calculating part of his mind, that this is merely the sweet, sticky pre-mix beverage, knows if he concentrates he can get to the absinth and lose himself there in a few seconds of devouring. His hands find the crotch of her panties and try desperately to move the cotton adversary out of the way but it's all too complicated and with an angry growl that vibrates through her core, he holds them aware from her body and manages again to break the right thread with his teeth and unravel the rest.

He's terrifying her now in the most delicious of ways.

Body sagging against the bricks with that simple sound, tearing fabric denoting such desperation on a man and all for her, her back arches when his tongue first touches, a flicker out and into her, finding the core of her almost embarrassingly wet and hot and then sliding his tongue back into his mouth and tasting so, so carefully: his Rose.

Strange at first and he wonders if that's because this tongue, his tongue, has never tasted a woman. Strange at first quickly giving way to dynamic and over-powering, urging him back and only now does he glimpse the landscape before him, panties shredded, tights similar, now reminiscent of knee-highs, skirt bunched and her skin flushed and with a sheen of sweat. Beautiful, and he says it.

She doesn't really respond except to groan impatiently and roll her hips off the wall, closer to his mouth and to that sound, that motion, he needs no further invitation.

Hands to her thighs, spreading them and pulling her down the wall until she's at the right level, hand to her ankle, drawing her leg over his shoulder, giving her a platform in the shape of his back beneath the thigh now beside his neck, hand under her ass, stilling, steadying. A final movement, a hand tickled up her body, between her breasts, and by god she is about done with his games and so close to saying it but as he stretches and stretches, middle and pointer fingers tapping at her collar bone, arm outstretched, his words beat hers and quite simply shut her up. "Suck."

Nothing to do but comply, she takes the two offered fingers in her mouth and sucks, long and hard and reveling in the moan it pulls from him. He reclaims his fingers, traces them over a nipple and before she can guess the plan, before she can have any idea he'd be so ruthless, those two fingers are pressed against her opening, slickened and pressed and suddenly inside her and then his tongue flicks over her clit and she clenches, the sudden eruption of contact and feeling close to unbearable and she screams, not a porn-star scream, just a high, desperate keening that makes his insides flip and his tongue retrace the same path.

She doesn't scream again but he can feel her body reacting around his fingers, holding tighter each time and knowing how close she is as he slowly starts building a pace, stroking in and out, agonizingly slow, his tongue languid against her, long, tedious patterns that make her whimper and rock and swear under her breath.

His tongue laps a little more directly and his fingers curl just a tad, the motion speeding up for just a second before he slows back down and listens for her frustrated sigh. It's more a mewling but he can live with that. Licks again, from his fingers up, long swirling letters, the letters of a language she doesn't know and that he's half forgotten, spelling out a promise she won't hear and then whispering against her. Tongue harder, fingers faster, he promised to make her come hard, he said nothing about making it last and she wonders if he'd like to draw it out but can't, wonders how hard he is now, wishes she could see or feel, judge her affect on him but can't and another groan escapes as his tongue catches exactly where she needs it. His own groan rattles through her, felt rather than heard and she wonders if hearing her response prompted it.

Next time his fingers curl just right and his tongue laps just there, she doesn't swallow half the moan but opens her mouth and lets loose; it's his name and it's keening, high pitched and breathless and he falters beneath her in the best of ways, his fingers speed up, deeper, faster and his mouth fixates, lips and nose bumping, tongue across flesh sucking and too quickly it's a spiral of lost control.

Her mouth now open, knowing any sound she releases makes him more desperate, knowing him more desperate makes her more vocal and moans his name again and again, with every stroke, louder and louder until she's begging him with each breath, his name, 'please'. 'oh god', 'please', over and over, pressing down until his face is buried against her, his fingers as deep as physics allows and his mouth, open and now, unbelievably, he finds the space to call to her, "Rose."

The loss of his tongue allows her voice to quell to a whimper and she listens, poised mercilessly close to falling and just the tiniest flick of wrist, of finger, of lip, of tongue and she'll be done and she waits, waits, waits.

When he speaks again it's loud enough that she thinks anyone could have heard it, in hindsight, anyone within range to hear that will have already heard her, but she's not thinking of that she's reacting to the word resonating through her, singular, demanding, obscene. "Come."

And with a final stroke of his fingers, his tongue finding her again, she feels all that liquid heat coiled tight inside her, solidify and shatter into a million desperate droplets of pleasure that course through every inch of her, spreading from the tips of her fingers and toes to her core and dancing as lights before her eyes. Her whole body shuddering hard and long as his fingers retreat and his tongue invades, pressing up into her and moving in a way his fingers can't, drawing her climax out, letting her grind down against his mouth and ignoring his need for air, content to live off the sounds still escaping her lips; whimper and moan and gasp all drawn into one, his name repeated slipping from her tongue as the lights behind her eyes spark and die and she slowly stills.

When he's fairly sure she can balance herself for long enough for him to stand, he does, rocking back on his heels and propelling himself up, shocking her out of her post-climactic daze with a cheeky grin that makes her cheeks blush madly and her gaze dip away from his.

"Oh no, don't dream of getting shy on me, Rose." His voice is husky and strangely strained but his smile conveys that he's excessively pleased with himself and since just thinking about what just happened is making her tingle, she can't really argue. Still she won't quite meet his eyes, unsure how to explain away the extremely embarrassing amount of noise she just made, yet alone the fact that she let him do that to her in a dirty little alleyway. "Rose," he warns in a low voice, the tinge of seriousness making her wonder if he can read her mind.

He kisses her cheek, just chaste and wet and she wonders with a jolt what part of that wetness was hers. "Rose, I promise you, that was the hottest thing I've ever heard. Stop blushing."

Still demanding, even in praise, she feels her back straighten as she tries to comply, knowing somehow that he's telling the truth and, as is the case, feeling a surge of impressiveness as she notices his own flushed cheeks, his askew hair and his lips, glistening and pink. The dying frissons of a moment's ago ecstasy suddenly turn and return to her core. She wonders at how he managed to turn that around so quickly but then she sees the hand resting on her shoulder, two fingers still glistening and wet, too obvious a invitation and he's just told her she's brilliant and fantastic and there's something adventurous here, so she grabs them out of the air, aware that if he realizes he'll simply wipe them clean, and holds them firmly up between them.

He seems suddenly nervous, for whatever strange reason, and his brow furrows as she examines his fingers. She doesn't know it but for the first time since he kissed her, he's not in control, he doesn't know the next move and that scares him a little.

If she did know that those were the thoughts inside his head then her actions would have been exactly the same anyway. Slowly, ever so slowly, so he has to understand what she is about to do, she pulls his hand to her lips, rests the two fingers there, smiles almost demurely, and then sucks them into her mouth, flooding them in hot and wet and so, so similar to where they'd just been but different because now he is watching her face, watching her react to the taste of herself on his fingers, feel her tongue push between the two digits and lap it up, and that combined with the feel of the hot suction of her mouth makes him buck his hips into the foot of empty space between them.

With a last suck and a grin to rival the Cheshire cat, she releases his hand and licks her lips. Staring at her, he has the presence of mind to huff at the sudden audacity, to appear a little put out, like she just snatched his ice cream out of his hand (and he supposes that's a rather good metaphor). Then his pupils dilate and he tastes metal, he's smart enough to know that's the adrenaline and is rather impressed he's remained so calm for so long, but now physiology is overriding everything and his body demands action. Rose is running her tongue over her teeth and that's it: he falls back against her, completely oblivious to anything (gravity, air, the weather, the time) except the burn of the blood in his veins and the need to be inside her. His tongue moves across her lips, seeking entrance and meeting an equal match, stroking against hers and their hands race everywhere and their minds melt, unable to get past the exponential heat of flesh against flesh and the taste of her on his tongue and back again, sinful and blatant between them and it seals the deal that nothing will stop this now: right now.

Her hands burrow down between them, having to push against her and his skin, continuously getting caught as they draw themselves tighter and tighter together but finally finding the cotton waistband of his underwear and mercilessly pushing them down his hips. The feel of his teeth on her shoulder, not biting, pressing into flesh as a growl that borders on pain escapes, makes her pause, bewildered, glancing around, trying to find the cause for the sudden change from desperate for contact, for movement to almost asking for pause. She realizes that it's the terrorizing friction of the waistband moving over him about a second before the motion's complete and grins lazily while a thrill races her spine to find that she's had such an effect on him. Exposed and hot and hard and now pressed uninhibited into her belly the teeth at her shoulder start to nip, his tongue tickling the curve of the muscle as he nuzzles her, quite obviously unable to concentrate on doing much more. Hands on him, making him twitch noticeably at her touch, she squeezes to judge the moment and finds him bucking completely uncontrollably, grunting now and the motion repeating.

Desperate, he seems to have lost all ability to think and is now simply following the base need to thrust up and into whatever she's willing to give, the hotter and tighter the hold, the better. But she's a tease at heart and it won't do to have him spent, she recalls that he's put her through hell a thousand times over to get them to this point, not least of which occurred less than an hour ago when his rage turned on her. So she is going to draw the pleasure out, let herself enjoy while tightening the reins on him, slow him down and torture him until he's begging mindlessly, until it's unbearably clear that he was right, that from now on, he belongs to her.

Limiting the friction, the slip and slide, she wraps a palm around his length and runs her thumb lightly over the tip, relishing the way his breath hitches and he swears just beneath her ear.

There's going to be a height problem, she knows that, he's at least half a foot taller than her and against the wall, she's even worse off. Any attempt to pull his body between her legs - and boy does she plan on attempting that - is going to lose her a few more inches so she really has no other option than to wrap both legs around his waist if she wants this done properly: hard and fast and with the potential for injury. Not yet though, first, she wants to tease him until he can't speak. Feeling his ragged breath on her ear, she doesn't think that will take much.

Right arm around his neck, her right leg lifts, thigh across his hip, calf across arse, she rests some of her weight on him and some on the toes she's again balanced on. With the hand around his length she guides him close to her, hears him whimper at the mere whisper of hot and tight but gives him only a touch, rubbing the tip of him across her entrance, up and then down, the wet heat there echoing what's to come, giving him the slightest taste and at the same time, sending a spike of delicious pleasure up her own spine, her flesh still sensitive as she lets herself enjoy the reality of him.

She keeps going, stroking him against her; delicately but exactly where she needs it and yes, she wants to feel him inside her, wants him to come uncontrollably but as they are there's already another orgasm building in her and from here she can watch the rigid angles of his body, his face as he resists the urge to force her hand, to demand she let him fuck her properly.

And he knows it's a tease, knows it's his job to let her keep going, to murmur sweet nothings in her ear until she takes pity and slides him inside her, but there's too many affecting chemicals in his system for patience, too much dominance in his position to not use it. Not physically, doesn't need it, he's seen her react to his words and with a kiss to her lips that he lets himself groan into he pulls back, ignores the feel of her constant, unrelenting stroking between her legs and says in his most serious, most level voice: "You've got about three seconds to let me bury myself completely inside you or I'm going to start thinking about ways to punish you for this tomorrow and I've got a vivid imagination so I can probably manage -" a well timed, punctuating thrust of his hips almost, almost rewards his aim, but she tenses away from him "- enough dirty thoughts to come all on my own."

The sound she makes is best described as a squeak of shock, both at his choice of words and at the sudden pulse of passion that runs through her. She would very much like to be able to assemble the presence of mind to say something quippy like: "Should have known you'd be a talker. What about a gag next time?" But all she can really think, and she's worried if she opens her mouth it'll come pouring out, is: 'Fuck, he knows how to use that mouth of his, fuck, fuck, fuck, that delicious, over-sexed mouth, fuck.' She wonders if he's realized yet that she swears, usually such a clean mouth but him and sex, sex and him, and her world turns to filth.

But that tongue, manipulating her effortlessly, with words and presses and...speaking of which, it's once again in her mouth, stroking over hers, hungrily.

Hand leaving his cock to join the other wrapped around his neck, both hands bury in his hair, she feels his own hands, large and long and she remembers how good those fingers felt inside her...but now his hands on her waist, waiting for the leg around his back to loosen just enough -

She squeals as he lifts her up, it seems so effortless, it's almost a throw, up and up the wall and then she has a moment where she feels gravity working on her and there's not enough traction to stop, feels herself falling, quick inch by quick inch, her eyes closed against it. Then there's the heat of his chest pressed to her breasts and the biting cold of the wall scraping against her back and she knows he's caught her and oh god, just as she thinks it, all in that one second's motion he's managed to line up so perfectly, read her, read the physics and in the final instant of falling, of her nipples being teased by the scatter of hair on his chest, of their hips bumping over each other, of his tongue still stroking over hers despite the kiss now so messy and unfocussed it's not like any kiss she's ever experienced. In that singular moment of him pressed against her, there's no time for hesitation, or the thought processes required for a slow, sumptuous union; it's simply a swift, hard thrust upward and he's buried inside her to the hilt, a hoarse silent roar escaping his lips as his attack of her mouth finally ends, the stroking motion of his tongue immediately translated to his hips as he wastes no time letting her get used to the feeling of him inside her and begins to rock against her.

It's painful and uncomfortable and oh so good. She wasn't ready, he didn't ask and at this angle every time he slams inside her she feels the contact spread through her, just crossing over into painful, just enough that she has time between sparks of pleasure to notice the scratching at her back, the cramping in her legs, the feeling of being torn apart from the inside out because it has been so, so long and she can't relax and he feels a little too big inside her.

But it's good, in between the pain there's pleasure and she can feel the heat of him smothered against her wherever they touch, all down her front, her neck, the insides of her arms where they're thrown around him, her thighs where they encircle him, it's all heat and friction and it does feel wonderful, even if it's just in the knowledge that finally, here and now, after so long, it's happening.

He grunts against her cheek and this thrust is faster, deeper and she can't help but wince.

He notices and freezes, half inside her, cringing, the pair of them frozen for a second and a half. And then he recoils as much as he can while still inside her, tries to stop touching her though it's impossible with him the only thing keeping gravity at bay, he won't look her in the eye but he's completely still, even a hard rock of her hips doesn't prompt him back into action though she sees his jaw clench. The look on his face is of pure torment, his voice broken. "I'm hurting you."

It's not a question so she can't answer, even if she could, she's not sure she could tell the truth and not make it worse.

Looking like he just realized that the earth has ceased spinning and that he's responsible, he succumbs to the need to stop touching her and grasping her hips gingerly, he lifts her away from him, away from the wall and carefully puts her back on the ground.

With his eyes empty and his lips set in a grimace, the pair of them look ridiculous and immediately she sets about finding her clothes, her top's a little bit dirty and missing a button and as she smoothes her skirt back down she struggles to recognize the tatters of her stockings and knickers. He quickly slips his trousers and shirt back on and, still looking at the ground speaks, his voice low, defeated. "I didn't want it to be like this. All those years...years of waiting, I didn't want it to be like this. I imagined," he swallows, "I imagined that I would be able to take my time, that it would be all for you, hours and hours and hours of exploring and practice and anticipation and when I took you, it would be slow and careful, I'd watch you every moment, have you shaking at the pleasure of it. And now I've gone and done this, in an alleyway, I've trapped you, yelled at you and fucked you up against a wall. I hurt you and I didn't even notice..." his voice trails off only to be replaced by a strangled groan of self-loathing. "I can't even..."

She's a bit beyond understanding the man in front of her and she wonders if it isn't because he's still finding himself. And in spite of herself she's aching at the loss of a half-fulfilled dream. His voice little more than a whisper, he utters "I'm sorry," and then turns on his heel and starts to walk away, close to running back onto the street, into the night and away.

And there's part two. What do you think now? Too dark? Too envelope-pushy? Too angsty? Part 3 tomorrow.