Rose almost forgot she was chewing on a frite as she in took a thought that she was pretty sure wasn't her own.

She eyed him in a sensuous fashion as he hungrily observed her lips, catching his cue and heated desire she slipped under the table and unzipped those pesky jeans meeting the Time Lord's demanding cock. Her big round lips latched around the head of this lower anatomy, and a deep guttural noise escaped him as she splayed that teasing tongue of hers around the shaft.

Modesty overtook Rose like a brisk wind as she felt the immediate tang of want and overwhelming need to touch, taste and feel a certain older companion. She crossed her legs tightly, almost ashamed over how soaked her knickers were after the intruding fantasy. A tense silence well between them as continued their meal.

Mild panic struck the Doctor as he ate. He saw something in her expression and demeanor change, but could not be sure of the cause of it. They soon finished eating, and they agreed that it was probably time to stay in for the night, watch a film, maybe go for another walk, this time around the hotel gardens. The Doctor claimed that they were reminiscent of the Babylonian hanging gardens.

The front desk greeted him, and did not even question who they were, giving them a key and room number. They entered their room, and Rose gawked.

First, there were the piles of bags everywhere from her previous shopping spree. Secondly the room was beyond words in size and beauty. Satin sheets, lush red detailing on white curtains, flowers hanging from nooks and crannies everywhere, and a balcony with a private pool to top it off.

"This place is, wow," Rose drifted, leaning against a glass top table, she gazed up, noticing a mirror above the king size bed. She licked her lips as she realized that they would be sharing, and that she also did not mind a bit. Turning to his gaze, she smiled a little, remembering the heated fantasy, or whatever it might have been.

Rose took a strand of her hair between her finger, twirled it around as she turned her attention to the bags and boxes laying proof to her shopping. She rooted around, and pulled out a pair of heels that she questioned, "when will I ever wear these?"

"Well, you could go clubbing. There is a district devoted to it. In fact, they even have Earth themed bars," he crossed his arms over his chest, "I could go for a beer, you?"

"Absolutely, sounds fantastic!" She smiled her classic smile, tongue peeking out, "I won't shower now, but let me go change into something else more playful."

"I'll be waiting here then," he waved as she slipped into the bathroom with a few of her bags. He looked around, not sure he remembered them shopping that much, but perhaps he was not as focused as he thought. He skimmed their shopping trip in his mind, and recalled that along side lingerie the same shop had rather provocative night wear for going out...and staying in.

His heart beats accelerated tenfold as Rose stepped out of the bathroom. She wore the pale pink receptionist heels from earlier that day, and barely covering the rest of her was sheer white dress that was impossibly short in length, and while the upper portion could be considered 'covering' her, the cut out diamond shape left very little to the imagination.

One simple shift and the Doctor know it'd be at over. All his hard work of making sure he kept his hands to himself would crumble to his cravings of her skin. There was a sheen to her skin that glowed, and her lips were vibrant red that made them looked even more edible than average.

"Is it too...?" Her words prodded him from his thoughts, and he exhaled, running his fingers through his hair.

"Just not used to it, thas'all."

Rose trembled under the Doctor's gaze as it swept over her. She learned against the bathroom door in what she hoped was a casual manner. "Well I s'pose you're ready, yes?" She smiled at him, is attention falling on her lips.

"Yes, yes, all you have to do is pick a destination at this portal, and we'll be on our way," he held his hand out to her, and grasped it tightly, and pressed a button causing the portal to open.

The thud of heavy bass hummed through the wake of dancing individuals. Wall to wall the club was packed, aliens of different species intermingling to the tribal techno to the 21st century Earth. Rose lead the Doctor through the crowd to the bar. The waiter handed them two drinks, and they fought their way through the crowd to a table near a pillar and the wall. Several men attempted to approach her, but everytime they got friendly, a certain looming companion got possessive.

"Hey, oi! He seemed like a nice bloke, why you gotta glare down all these guys?" She exclaimed in his ear, and he gave her an innocent look.

"I haven't done a thing."

"One look at you, and they all turn tail! You've got to be doing something I haven't noticed."

"Why would you want to dance with them anyway?"

"Because I came here to dance!"

"I'll dance with'cha, may not understand this whole club scene completely, but I am willing to go along with it. Why do you like it so much anyway?"

"Sometimes a person needs a little physical contact, and to affirmed that they are accepted in a normal social setting."

"Then why the loud music and grinding, explain that will ya?"

Rose approached the Doctor and pulled him close then turned away from him setting slow sensuous movements in time with the thump of the bass. "The loud music forces you to be intimate. Contact each other to be heard properly, while the dancing allows one to touch, but not too much."

She reached for his hands and held them on her hips, instinctively he pressed her hips into his, "it's primitive and tribal, but you never stop wanting to know that you are desirable. When a man places his hands on a woman's hips, he is 'testing the waters' so speak. He smells her hair, gets the lay of the land..." her words drifted as she held his wrist and guided his hands over her body. His eager finger tips tasted the thin fabric as they stroked up towards her breasts. "Some women will assert their dominance but keeping a man's hands in check, but I am not really that type."

His hands brushed against her semi hardened nipples as they made their way to her thighs, but before they could make it she turned to face him, her words spoken directly into his ear, "and a man finally knows he has his prize is when she finally turns around, and all he has to do is claim it."

Rose gasped for air as another fantasy passed through her thoughts: The Doctor turned them about his back to the crowds. Her back to the wall. He ground his hips into her impatiently while leaning to suck on her right nipple through the flimsy fabric. He soon teased the other. His hand slid up her dress and removed her knickers in haste, then in one shift action he lifted her and penetrated her most sacred of places.

Rose felt her knees go weak, " happened again..." he pulled her to him tightly.

"What are talking about? What happened again?"

Worry was evident on his face, but she could not prevent the smile, "Doctor, I know your dirty little secret. You've been having fantasies about me today." She traced delicate circles on his cheek, "like in the restaurant you wanted me slip under the table and give you a blow job, and just now you want fuck me senselessly against that very wall."

The Doctor felt his mouth go dry in utter shame, "look Rose, I have no idea what you're talk'n about." Despite his plea of innocences, there was no ignoring his problem. She coerced his hands to explore her body, but it was short lived, "Rose Tyler I am far too old."

"Doctor, don't use my name like an over concerned parent, and far as I am concerned you're plenty supple and viril," her words teased as she squeezed his ass, their hips grinding against each other.

His hunger awoken, stirred by her words and motions of encouragment, "I hope you aren't modest," he turned and pinned her to the wall, biting and nipping his way down her ear and neck. Nimbly he drew up the hem of her dress, groaning, "oh God you wore the pink lolita knickers, you're so naughty."

She panted at the attention, her hands eagerly touching him, "and no brassiere again, just for you," she pressed her body against his, the rough fabric of his clothing creating heated responses from her. "Mmm, I have dreamed of this cock Doctor for months, all that teasing had to eventually crumble your defenses."

"Rose, Rose, Rose, my precious girl, all you had to do was use your words," he seized both breasts in each hand, and kneaded them thoroughly, brushing his thumbs against her nipples. She cried out from the harsh treatment, but thrust her chest further out hungry for more. He felt he should at least apologize for not making love to her in the bed first, but damn it all, she needed to be fucked right now. He ripped her panties right off and shoved a finger into her, "Oh Rose your a furnace, and all this moisture..." voice carried off as he lapped up her juices off his hand.

Rose's body shuddered in desperate need, "please please, I need you to pleasure me, I am begging you please," she held on to him tightly, rubbing her revealed womanhood against his crotch. He obliged her demands, unzipping his pants and freeing his length. In a swift motion he entered her and their bodies trembled. The club disappeared as their bodies fell in acquaintance with one another. He pinned her tightly as she squirmed under him, and his thumb circled her clit fiercely as he tried to get her off. He knew that if started to thrust, that he would come far sooner than her. Within minutes under his thumb work she came.

A moment a clarity hit both of them, their eyes meeting, revealing all demands, desires and insecurities. They both closed their eyes and he thrust into her at the quick tempo of the music until he reached his breaking point. Her vagina clinched on to his length as he came, it hungrily took in his seed and still felt she wanted more. Lying motionless together against the wall, the world returned.

"Doctor...I still want more..." she pleaded, and they both gave eachother similar lazy grins.

"You'll have more alright, let's make back to our room before you get anymore, 'kay"

She weakly nodded, starting to straighten out her outfit, "oi, I really liked these!" She picked up the ripped underwear, and he snatched them from her, pocketing them. He then picked her up and made his way through the crowd, finding their portal and walking through, sighing when they were back in their room.

He laid her down in the bed, and kicked off his boots to follow after. Gently he pushed aside her hair and their eyes met.

And the first time that night he kissed her.

A sweet simple kiss.

In him burned a renewed desire for her, but he contained it. Her eyes lit up in happiness, "Doctor, you kissed me," an uncontrollable smile warmed her features. "That is by far the best thing you have done to me all night."

"Rose Tyler, we're just getting started."