Disclaimer: I don't own the Doctor or Donna, but if I did, this would be part of their story.

Tell me when

She felt his hot breath in wordless caress on the side of her face and knew it would be a mere micro-second before…there it was… that long, warm tongue was swirling around the shell of her ear, then ever so slowly making its way down her neck, where it was joined by soft lips, and the soundtrack of an ancient song in words she didn't comprehend but that none the less were completely, completely distracting.

Admitting defeat, she put the book down on her lap.

"Okay, Spaceman, I get the message. Your oral fixation is bored again and needs attention."

"Mmhmm" the Doctor mumbled, continuing his ministrations to the curve of Donna's neck, bringing gentle nips into play, sending tingles all the way down to her nether regions, currently nestled under the bedcovers.

"That'd be, like, only, what the tenth time in the last hour."

The Doctor looked up momentarily, flashing his puppy dog eyes. "What, you're complaining?" he asked in mock hurt.

"Hardly" she replied with a slight smile, "but seriously, what has gotten into you tonight? You're even more amorous than usual".

He quirked an eyebrow. "And that's a problem because…."

"Who said it was a problem? Just curious, that's all" She reached up to touch her fingers to his moist lips, slightly parted in anticipation. I'm happy to give this mouth as much attention as it needs." She gave him a slow, deep kiss to prove it.

The Doctor verily purred with pleasure before resuming his gentle assault. "It's just that, you know…kiss….I'm here…another kiss…you're here…more kisses… looking all come-hithery and ..he moved his mouth to her bare shoulder…that skin of yours is so ..ooh, tongue kiss!...soft and white and smelling divine….kiss kiss kiss…."

Donna let out an involuntary moan as she felt him change course, moving across and down. Into VERY dangerous territory.

And then, not quite believing what she was doing at that moment, she felt her hands brace gently against him, curiosity inexplicably trumping desire, as she pulled back and looked him squarely in the eyes.

He regarded her carefully, with the barest hint of trepidation. "Ohhhh, I know that look…. the Oncoming Question."

As if in confirmation, she ploughed straight in: "Well, it's like, you've got me wondering, just now…tell me, when was the very first time that you wanted to kiss me?"

Amused, she watched the Doctor turn crimson almost instantly, averting his gaze and umming and ahhing nervously "Weellllll….I'm not sure I remember so clearly…"

She narrowed her eyes at him ever so slightly. "And I know that look, your patented 'I'm trying to avoid answering the question because the answer is really embarrassing' look, am I right?"

"Possibly" the Doctor squeaked out, "Could be…I mean, it was some time ago now.."

Realising that he had just inadvertently incriminated himself, she suddenly became even more interested in this line of questioning, angling her body closer so as to better watch him squirm as she continued probing him.

"Oh really? Some time ago, you say? Exactly how long ago?" This game was getting fun.

"Ah, well, now that I think about it's hard to pinpoint the precise moment, you see…." He rubbed his neck apprehensively.

Donna rolled her eyes. "Oh, you are SUCH a rubbish liar on this type of thing. You remember EXACTLY when! In fact, you can probably even recall what I was wearing at the time."

She didn't miss him closing his eyes, enraptured, for a second…obviously remembering …..nor him mumbling "Oh yes. Would be impossible to forget…."

"See? See? I told you," her exclamation sounding a little more triumphant than she'd intended, "Let me guess…." she continued, before he could get a word in edgeways "…bet it was when I said yes to your second invitation to travel with you. I saw that look on your face when you didn't get a hug…obviously you were hoping for one…."

She paused a moment, as realisation began to dawn "Hang on, you'd just finished telling me that you only wanted 'a mate' but secretly you wanted a KISS as well as a hug? What was that all about, then? Flippin' randy Martian!" She hit his arm lightly in mock-annoyance.

Ignoring her outburst, he gamely attempted to correct her misconception. "Ah, well, that actually, um, wasn't the first time. And the 'mates' thing well, I know that's what I said, and I kind of meant it, a little, at the time and anyway you seemed so offended by the thought of us being anything else, but then you were just, so happy for us to be travelling together again and you have no idea how beautiful you are when you're happy like that so naturally I wanted to kiss you…"

It was like she hadn't heard anything after the first part of his sentence.

"That wasn't the first time?" she said, with genuine surprise. "It was before then?"

"Yes, it…ah…was" the Doctor stammered out, his nervousness growing more palpable, "A little before then…"

Her voice dripped suspicion. "How much is 'a little'?"

The Doctor, avoiding having to look directly at her, began babbling again. "Oh, not very much, not much time at all, just a blip in the grand scheme of things if you really think about it, you know, if you consider the whole, vast continuum that is time and space and…"

She smacked his arm again. "Shut up and out with it, you prawn".

He gulped, twice, his eyes flicking to hers than back down in rapid succession.

"Well, it was actually when we were in the TARDIS after you'd just found out that your husband-to-be was going to feed you to a giant spider and you were, quite understandably, upset, but I didn't know how to comfort you – he looked at her with such sad eyes then - so I thought I'd try to distract you instead with something mind-blowingly incredible, like seeing the creation of the Earth."

He fixed his deep brown eyes on her, and Donna saw there the aching sincerity of what he felt for her, not just at that moment, but much further back, back when their story had only just started and she had been so angry and her world so small.

The Doctor went on, a fond smile underscoring his reminiscing. "Just the look of sheer wonder on your face…you were shining and the light reflected in your eyes made them sparkle and …Donna, it was the first time even for me to visit this point in time, but I could barely bring myself to look at it, because I couldn't tear my eyes away from you. I realised then that I wanted to kiss you so badly but I knew I'd be slapped."

Stubbornly refusing to react to his beautifully heartfelt honesty so as to retain the moral high ground, Donna attempted to suppress the tears that threatened by working up a measure of mild indignation. "Too right, Sunshine, we barely knew each other!"

His suddenly serious expression told her he saw right through her little charade and he leaned in, ghosting his lips across hers, setting off a delicious, growing quivering.

"I knew you enough though to know what you could become, who you could be, and even back then, it almost took my breath away."

Donna was speechless. Tears are still too close….

He adopted a more matter-of-fact tone.

"However, I will tell you that you were pretty close with your first answer which was actually the third time I wanted to kiss you."

Regaining composure, thank God. "The second time being?"

"Storage cupboard, Adipose Industries. Oh, you were brilliant! But, of course, it wasn't really a good time, for kissage, seeing as how we were in the middle of trying to stop millions of people from turning into…."

"….flying fat" she finished for him, smiling.

In a flash, his mood returned to its earlier playfulness and he gave her one of his trademark gleeful grins.

"Good thing we got past all our reticence then, isn't it!" he said happily, smacking her full on the lips. "Wouldn't want to get slapped every time I did that!"

Donna couldn't help laughing. But her mirth quickly dissipated with what he said next.

"Now then," he began, turning to face her, propping himself up with one elbow and looking for all the world like he was settling in for a good, long story, "your turn to tell me when."