Disclaimer: Yeah, yeah, I don't own it and both characters belong to the BBC. That doesn't mean, however, that anyone can steal my ideas.

A/N: This is my second fic; I had the idea this afternoon and wrote it down quickly. I don't like it as much as my first fic, but I think it works for what it is. This one goes out to everyone who read and reviewed "A Favour for Amy"- you guys are my new favourite people! Seriously, you rank higher than Matt Smith now (though I am really a David Tennant person). Thanks so much for all the criticism! This is also unbeta'd. Like before, I just wrote it and read it over. Cheers.

The tall man standing in the doorway paused for a second before entering.

"Rose, may I come in?" His companion rolled her eyes and waved him forward, barely looking.

"Course you can come in, Doctor! Since when has that been a question?" She grinned at him, a little puzzled but still happy he'd sought her out. After the experience they'd just had with the impossible planet, she was afraid the Doctor would shut her out like he usually did. Sometimes, when they weren't running and laughing and saving, Rose worried about the Doctor. When things didn't go as planned, or he didn't save everyone, or sometimes when it was just too late, he would go and just sit in his bedroom, or the library, or the garden, and wouldn't let her near him. But now here he was, in her bedroom. Maybe he'd come to his senses and realized that you can't be the hero every day. That you could just have fun afterwards and not worry about who might have suffered because of you. Not that Rose thought he shouldn't care, but he beat himself over the head about damn near everything.

"Is there any particular reason you're in my bedroom?" she asked once the Doctor had taken a seat on her bed. Rose was aware of the fact that she was wearing a very revealing pajama top, and she was also aware that the Doctor wasn't exactly looking away. She grinned cheekily, but the Doctor was looking at his feet now.

"Yes, actually," he admitted, scratching the back of his neck, "there is a reason I'm here. I wanted to, um, ask you something."

"Of course," Rose said, ready to hear whatever it was. She shifted so that her top rode up a bit, exposing a strip of skin above her pajama bottoms. The Doctor cleared his throat and looked up to her face.

"More of a request, actually. A question." Rose was getting more and more apprehensive as he avoided asking her. What could it be that the Doctor was too afraid to just come out and say? Whatever it was, he'd better do it: she had been about to go to sleep. Rose was all for the Doctor sharing more with her, but not if he was going to pander on about 'questions' at midnight.

"Yeh, go on, Doctor. What is it?"

"Will you sleep with me?" Rose stopped breathing. The Doctor looked vaguely embarrassed.

"What?" She stared at him, wide-eyed. He winced and opened his mouth, moved his head back and forth a bit, then shut his mouth again.

"I'm sorry if, um, I'll just be…" The Doctor jumped off the bed and made a beeline for the door.

"You stay right there!" Rose ordered, pointing an accusatory finger at him. He obeyed and spun around, standing in between her bed and the door.

"Sit." He sat on the bed again.

"Now, Doctor, I 'ave a few things to say. They start with, why feel the need to ask?" Rose raised one eyebrow and grinned at her friend. "It's not like we haven't thought about it. We've gotten close enough to it. Now's as good a time as any."

"Rose, I-" She put a finger against the Doctor's lips. "Shut up a minute. If we do, I want to know you have the right, you know, protection. And I have a few questions about Time Lord… you know. I take it it's about the same? Other than that, yeah, 'course I'll sleep with you." She smiled and removed her finger; the Doctor's mouth immediately shot open.

"Rose, that's not what I meant when I asked you to sleep with me. I know you humans have some confusing terminology, but-"

"But," Rose said, echoing the Doctor, "I-" The Doctor put his finger over Rose's mouth and pursed his lips.

"Shh. Now's just not the time. I don't mean that I don't want to, but at the moment it would be over-complicated. Believe me, you don't want to. What I meant by my question was, can this not be about sex? Can you literally sleep with me, and just let me hold you?" His brown eyes pleading with hers, Rose could tell he really wanted to know her decision. She was stunned. The Doctor and she had shared some, well, intense moments, but this was the most truly intimate he had ever been. She couldn't deny her best friend and lover the one thing he asked her for.

"Course," she said, "of course I will. I'll sleep with you, and it won't be about sex. Come on." Rose gave the Doctor a reassuring smile and peeled back the covers of her bed. He sighed in relief, but hesitated, and she put her hand over his.

"It's alright, honestly." The Doctor nodded and smiled, kicking off his Converse.

"Hold on a minute." He took off the suit jacket, threw off his tie and began to unbutton his shirt, stripping down to his suit pants and the thin t-shirt he wore under the other layers. Rose couldn't deny the small feelings of excitement in her stomach (and below) while she watched him strip, but a small part of her mind let her keep a handle on it and remind herself that it was really just sleeping this time. Once most of the Doctor's clothes were folded neatly on the floor, he climbed into bed and lay down next to Rose, who was still sitting upright, and now felt scantily clad in her low-cut top. Resigning herself to the fact that he really wasn't looking there for the moment, she smoothed the covers around the edges of the bed and tucked in the Doctor, letting her hand linger around his chest.

"You comfortable or should I move over a bit?" The Doctor put his hand over hers and smiled reassuringly.

"No, I'm fine. Perfectly comfortable." Satisfied, Rose lay down and flipped onto her side, facing her companion. Their hands still lay on his chest, the firm beat of his hearts trickling between her fingers. Rose closed her eyes for a moment and relaxed, getting used to the new rhythm beside her.

"I don't mean to pry, Doctor, but what brought this on?"

Her companion took a while to answer, tapping his fingers absently on the back of Rose's hand. He looked up at the ceiling, and then back to her, turning on his side to face Rose.

"I just… needed someone. Down in the pit, you weren't there. But you're here, now, Rose, and I just want to be with you." Rose wished she could accept this answer, but it wasn't enough. Besides the reference to the Pit, what the Doctor had just said sounded like any other man trying to get in bed with her. And sure, the Doctor was already in bed with her, in a completely innocent way, but that wasn't gonna cut it.

"Doctor, you talk all the time, but you never say anything. I mean, I can go days without you even pausing for breath talking about bananas, but you never really say what matters. You don't say how hard it is do this, or how you're feelin' or anything. I'm fine with that, but don't you just want to talk about it sometimes? You should stop shutting me out, because I need someone to talk to too." Rose wondered if she'd gone too far when the Doctor didn't answer her, but she waited for him. He could reply on his own time, it wasn't her fault if she fell asleep waiting.

"I know," he said after an eternity. "I know. I don't talk. I don't need to. Some things are better left unsaid. But I need you, Rose. You keep me fighting. And I realized that sometimes, I do need someone there for me. Sometimes I don't want to mourn alone. And you're here with me, and I'm letting you know, and I just need to hold you." Rose had never seen so much of the Doctor's soul, and it shocked her. Every new thing she learned about him, every revelation he let slip combined, was nothing to how this made her feel. The Doctor needed her. The universe needed him, and she was in love with him, and he needed her. And maybe if she didn't just fall asleep with him, he would fall apart. She raised herself off the pillow with an elbow and kissed the Doctor's forehead, lifting her hand from his chest and smoothing her thumb across his temple.

"Do you want to go to sleep now?" she asked. The Doctor nodded mutely and she flipped to her other side, letting his right arm encircle her waist. He bent his left arm upwards with his hand under his own head, leaving a space in the crook of his elbow for Rose to lay her head. She did so gladly and pressed herself to the Doctor, feeling his arm grip her tighter as though he craved the contact. The TARDIS felt it appropriate to turn off the lights, and Rose closed her eyes to the sound of the Doctor's twin heartbeats, adjusting to the close rhythm in her ears. The valiant child who would die in battle so very soon drifted off into a deep sleep, protecting and held by her Time Lord.

When he was sure she was no longer awake, the Doctor kissed the back of Rose's head and breathed in the smell of her.

"Rose Tyler," he whispered, "you know this already, but I love you. And I believe in you, above all else. And I will never let you go." He thought about the Beast and the Pit and all the death of the day. He thought about the black hole and Ida Scott and Toby. The Doctor felt as though he was being ripped apart again, like every time he retreated to his room and screamed about the unfairness of it all before he pulled himself back together. He didn't want to Rose to see him coming apart, so he would always ask the TARDIS to block all noises from whatever section he was in and he would scream until his throat was raw. That was exactly what he had felt like doing tonight, until he had remembered the moment in the pit and how he believed in her.

He looked back down at Rose and pulled her as tight as he could to his own body and permitted himself one tear before he fell peacefully asleep for the first time in months.

THE END

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