A/N: Been sitting on my computer for ages now and I finally got around to finishing it. Yay! This story is pretty much just a whole lot of smut, so...Enjoy!

Nerve Endings

The Doctor was feeling positively giddy, which is something he would never admit to. It was the only word for it, though. His new body felt light and exuberant, his senses all seemed to be heightened in this body and it was exhilarating. He was bouncing around excitedly at the controls while Rose giggled at him.

"Not a bad day's work, eh?" he asks, grinning widely at her in his excitement. "Saving a whole hospital from evil cat nuns. Plus, I got a snog out of it," he teases, smirking impishly at her and waggling his eyebrows suggestively.

"Oi!" she exclaims, and winces in embarrassment. "It's not like I could help it."

He only smirks at her discomfort, quite chuffed with himself that he could bring forth such a lovely shade of red on her cheeks.

"What I don't realize Doctor is how you didn't figure out sooner there was something wrong with me, I mean it's not like I...attack you like that on a regular basis," she inquires with a tongue-in-teeth grin lighting up her face.

He can feel his ears heating up and can see the smug look she's giving him now as he searches desperately for something to say. He reaches a hand up behind his head and ruffles his hair a little. "Uhhh, well...I-uhh," he stutters out and now it's her turn to smirk.

"Cat nun got your tongue, Doctor," she sings out and they both begin laughing uncontrollably at the terrible joke. After a few moments they sober up and despite the teasing earlier, Rose begins feeling extremely curious as to why he didn't recognize she wasn't herself sooner. She tries to let it go, but the more she ponders it the more she desperately wants to know. Their supposed to be best friends, shouldn't he have recognized that she wasn't herself?

"Doctor," she starts, more serious this time.

"Yes, Rose?"

"Really, though why didn't you know it wasn't me?" He appears uncomfortable with the question, just as before, but sensing her seriousness this time around he tries to form a proper response.

"Well," he starts gently tugging on his ear while he gathers his thoughts. "I guess, I had just regenerated...I'm rather pretty this time around I mean I figured it could be...well plausible...I mean I know how you like your pretty boys..." he trails off at her and raises an eyebrow suggestively. However it drops back down as soon as he notices her fierce glare.

"What," she bites out harshly, "you think that just because you have this new foxy body that I'm going to start flinging myself at you. Is that the kind of girl you think I am, Doctor? All hot and bothered for your new and improved Time Lord magnificence?"

"No! N-no, that's not what I meant!" he squeaks out, wondering how he got himself into this situation and how he can possibly dig himself out without mucking it up even worse. What happened to their teasing and fun-filled banter from a moment ago?

"Well, what did you mean Doctor? That me being a human makes me automatically think about...about...dancing all the time? That because I'm a stupid ape I wouldn't be able to help myself from lusting after you?" Her tone is ice.

He looks at her hopelessly trying to convey his guilt and apology in his eyes. He can't seem to speak past the lump in his throat. He suddenly feels quite hurt. Was it really that improbable that she would be attracted to him? Really that out there for her that she would be so...repulsed by the idea. No matter, he tries to tell himself. He is distinctly not disappointed.

"I...Rose I'm sorry. Do you really think I see you like that, because I promise you, Rose Tyler, I don't. I'm sorry. I'm so sorry. I shouldn't have said what I said...I didn't mean it like that," he tells her once he finds his voice again.

"Then why did you say it Doctor? What did you mean?" she pushes.

"I-I...I was...flirting. Well, I ummm thought I was at least. I thought we were," he mumbles embarrassed and decidedly not looking at her. His hand reaches up once again and rubs the back of his neck in what she realizes is starting to become a nervous habit of his.

She smiles coyly at him as her anger dissipates and instead she revels in seeing the Doctor so flustered. "Flirting were you?" she asks raising an eyebrow and sauntering towards him with a seductive smile on her face. He gulps a little and backs up as she continues her advance. These one eighty shifts in her mood are starting to give him whiplash.

He should leave, babble some excuse and run out of the console room right this second. On second thought, he should have left ages ago. He shouldn't have even brought up the kiss in the first place! What had he been thinking? He couldn't seem to control what was coming out of his mouth lately. Next he would be spouting out how much he...well, best not think about that.

He had been so careful in making sure they kept a distance, but since regenerating it was like he had lost all control over himself. He had just admitted a second ago that he had been flirting with her! What the hell was that about? Why couldn't he just shut up and drop it and be the decidedly asexual Time Lord he's always claimed to be?

This body, it was too impulsive, reacting too strongly to her despite his best efforts. Plus, he was still so freshly regenerated that everything was so much more...sensitive. His senses were in fact going a bit haywire. Everything was so heightened and Rose Tyler was just short of intoxicating.

A simple hug had gone from comforting and friendly to lighting his nerves on fire. The fact he wore so many layers was merely a precaution to the profound effect she seemed to be able to have on him. It was undignified, he tried to tell himself, he was a Time Lord and to be having such strong physical urges was totally inappropriate.

And a bit thrilling.

It was like a thrum in his veins as the anticipation and wanting wound tighter and tighter until he felt as if he would explode from it. Never before had he found himself with so little control over himself and after she had grabbed him and kissed him like that it was as if that thin thread had snapped and he was distinctly not setting the boundaries and being the respectable Time Lord he should be.

Instead he was letting Rose Tyler push him up against the console.

She ran a hand down his chest and started playing with a loose thread on one of the buttons of his suit jacket and looked up at him under her lashes. The path her hand took was like a lightening bolt to his overly sensitized senses and an uncontrollable shudder ran through him. A part of him was panicking, screaming at him to stop this now, but his mouth felt too dry and he couldn't find the words.

"I think," she says slowly, the words dripping like honey from her tongue, and he unconsciously licks his lips as he watches her mouth form the words, "that maybe I'm not the only one whose been looking?"

Her grin is filthy.

In a bold move she undoes the button she's been fingering. He is breathing harshly, raggedly while Rose has schooled her features into an innocent expression as she moves down to the next button. His heart hammers and he aches to diffuse the situation before things go to far, past the point of being able to stop himself, and then again he aches for an entirely different reason.

"You've been looking too, Doctor," she says sweetly, seductively, "and I think you like what you see just as much as I do." The next button is undone and he has to contain a whimper as heat swamps through him. Stronger than he is prepared for, his sensitive, new body is flooded with sensation.

Before he knows what's happened all the buttons of his suit jacket are undone and she's pushing it off his shoulders. He doesn't help her, desperate is he to get his body under control, which seems to be a lot harder than he ever remembers it being. Rose continues her task of undressing him, undeterred by his lack of assistance.

Once she's gotten his oxford unbuttoned, that too gets pushed off his shoulders to join the suit jacket on the console room grating. Now only the thin shirt he wears underneath remains and he can feel every small brush of her fingers against his torso acutely. He's trembling now and if she only pressed herself closer to him, she would have no doubt of his desire for her.

Instead her hands firmly mark a path up his chest to his face where her hands rest on either side and she angles his head down slightly so that their lips are hovering close together, breath mingling and puffing out between them and eyes connected. She grins wickedly and whispers, "This is what I kiss like, Doctor."

Then she's touching her lips to his, softly, but firmly, no hesitation or tentativeness, just warmth and wet brushes. Her hands move up to his hair in a mirror of Cassandra, but it isn't the pulling and rough jerking and mashing of lips he remembers. No, this is gliding movements, soft tugs on his hair that make him whimper and moan into her mouth, gentle runnings of her fingernails along his scalp that make his knees buckle.

There's absolutely no resistance on his part as he melts underneath her touch. He can't find the will to be resistant and stop this like he should. His mind is too focused on the movement and caressing of their lips. It feels...oh it just feels. Every place their bodies touch is like fire; a supernova bursting beneath his skin. Molten lava runs through his vein and he hears a rushing sound in his ears.

She presses herself closer to him and his legs feel dangerously weak underneath him as she brushes up against his arousal. He feels her grin against his lips and his hands grab desperately behind him on the console to keep himself upright. Her tongue snakes out to caress across the seam of his lips and he eagerly opens his mouth to her. Her tongue maps out his mouth, skillfully, a hot twining presence against his own cool tongue. It's exquisite, mind-blowing and his hearts are thrumming so quickly he fears they will beat right out of his chest.

She pulls back suddenly, gasping, and he whimpers again, chasing after her lips. She turns her head from him, taking in large gulps of breath. Then she's pulling away from him completely. If he could remember at all how to move, he would have darted out his arms to stop her. Instead he leans heavily where his arms are braced against the console, his hair wild and lips swollen, staring wide-eyed and dazed as she backs away from him.

"So there we have it," she says, grinning widely. "One true Rose Tyler kiss." Her tongue comes out teasingly in the corner of her smile and he can do nothing but stare.

"Indeed," he squeaks, flustered and still reeling at the sudden loss of contact.

"I don't think you'll get confused again." She stares pointedly at the bulge in his trousers. He blushes furiously.

"Now," she says, only the barest hint of a waver in her voice betraying her nervousness, "take off your clothes." Shock crosses his features and he swallows thickly, but the point of no return has long since passed and arousal buzzes so potently through his body that he lifts his trembling hands to the edge of the shirt and pulls it roughly over his head. He flushes as her eyes sweep over his exposed chest.

He hesitates at the button of his trousers, feeling distinctly on uneven footing, what with her still fully clothed. She has long since been in control of whatever they seem to be doing, however, and he can't say that her taking control like this isn't a little bit of a turn on. So, he gathers his courage and toes out of his shoes and then in an unusual act of shyness, averts his gaze from her as he drops his trousers and steps out of them.

He can feel her gaze on him, practically burning, and he feels his face reddening again under her scrutiny. When he can't take it anymore, desperate is he to see the expression on her face, his eyes slowly look up to meet hers. Her eyes roam over him and he shuffles his feet in nervousness, unsure of what she'll do next. A bit uncomfortable under her intense perusal of his body.

When her eyes meet his again, she licks her lips and his whole body shivers in response. "You're not wearing any pants, Doctor," she says, voice low and sultry. His hand comes up to rub at the back of his neck and he grins a little sheepishly at her. She growls, actually properly growls at him and the sound shoots straight to his groin.

"Rose," he says, a little desperate now.

She holds out her hand to him and there is nothing to do, but take it. With that she leads him off down the corridor.

Fear grips him suddenly, blindingly and he feels like he might throw up. This really shouldn't be happening and he really should stop this. It's dangerous. He's dangerous. And it only ever ends in heartbreak, but oh he wants her. Wants her more than anything and he doesn't know if he's strong enough to stop this now that it has started.

Her thumb strokes his hand, just like it always has and the motion soothes him. It doesn't stop him entirely from feeling vulnerable and nervous, but it helps. She helps. She makes him better. Always has. And if this is what she wants, he will give it to her.

She leads him to her bedroom door and goes to open it when an image pops into his mind of her tangled in his sheets. He gently pushes her door shut and pulls her along. "Follow me," he says quietly.

She does, trusting him inexplicably as he leads her to his bedroom. When they're both inside, he watches her as she gazes around at all the gadgets and books littering the shelves, and then her eyes finally settle on his large bed adorned in reddish-orange sheets. He shifts uncomfortably next to her, aware now more than ever of how naked he is and how naked she is not.

He doesn't have to wait in discomfort for long though because quite abruptly he is being pushed up against his closed bedroom door and her lips are trailing along his jaw hotly up to his ear, her body flush with his.

"I have," she says, voice thick and breath warm on his ear, "most definitely been looking," she nips his ear and he moans low in his throat, "and I most definitely like what I see."

Relief for something he hadn't even realized he had been worried about rushes through him. He now could only hope that he wouldn't disappoint her in action. Her hands roam over his sensitive skin and he trembles and moans under her assault as she continues to kiss, suck, and lick down his jaw to his neck.

"I h-haven't," he says breathlessly, "I haven't done t-this in a while."

She pauses to cup his cheek and angle his head down so that she can look directly into his eyes. "S'okay, Doctor," she assures him, "don't think. Don't worry about me. Just feel. I'll worry about the rest."

"I want to make it good for you too," he whispers, eyes darting away from her in embarrassment. She moves her thumb back and forth over his cheek and says, "you will. It's you. That's all I want."

He looks at her in wonder and something in him snaps. He kisses her desperately. Where once he was passive, allowing her to control the kiss, he is now frantically ravaging her mouth. He wraps his arms around her tightly, one hand coming up to stroke through her hair, the other traveling down her side.

She lets out a tiny gasp and moan and he hums in the back of his throat happily. His hands move around to her front determined to even the ground a little and he's just started to pull down the zipper of her hoody when she pulls away from him again. He makes a sound of protest and she just smiles her tongue touched grin at him.

"Go lay down on the bed, Doctor."

Heat lances through him at her words and he swallows thickly, but does what he is told. He lies back, propping himself up on his elbows so he can watch her where she is standing at the foot of his bed. Her gaze is once again studying him and she licks her lips, and then pulls down the zipper of her hoody herself.

It's going to drive him mad, the way she slowly undresses, dragging it out as his eyes eagerly take in each newly revealed piece of skin. When she is down to just her knickers and brassiere she stops again. He groans in frustration and she smirks at him.

"All right," she says, voice low, "I want you to touch yourself. I want you to show me what you like."

He blushes at her words, can feel the heat of it on his ears, his face, traveling down his chest. She follows the way his skin flushes with her eyes and makes a small noise of approval. He moves his hand hesitatingly down his stomach and she smiles warmly, encouragingly at him, easing his fear and trepidation.

He grasps his cock loosely, hips jerking up at even the lightest touch, and a small "oh" escapes on a breath. His eyes slam shut on their own accord and his head tilts back and mouth falls open as he starts a gentle rhythm.

He can't keep it up for long though, he's so aroused, so hard, and control has long since flown out the window. He takes a firmer grip that's much more satisfying and increases his pace. He can't contain the moans and gasps escaping his mouth as he continues to stroke himself. A part of him not focused on the pleasure is aware of Rose watching him and that only serves to heighten his arousal.

He fears he's not going to last long if he keeps this up.

"How does it feel?" she asks.

"Good," he groans, way past the point of embarrassment. Vaguely, he realizes she's moving towards him, can hear her footsteps, can feel the bed cave in as she sits down next to his head, can feel her fingers brush some of his fringe lovingly out of his face. Her touch is electric.

"You're very close aren't you," she says. He can only whimper in response and stop the movement of his hand, opening his eyes to look up at her.

Rose makes a displeased sound, "I didn't say to stop."

"T-too close," he stutters out. "I want-" he hesitates, biting his lip. Rose strokes reassuringly down his face.

"Tell me," she inquires, softly, "what do you want?"

"I want, this first time, I want to be inside you," he whispers.

She grins widely at him and the sight makes his left heart skip a beat. She stands up from her perch next to him and catching his eye as she slowly unhooks her bra letting it fall away from her body. His mouth goes suddenly dry and he props himself up again to get a better look. She then grips the edges of her underwear, sheer lacy things, and looks at him under her lashes, pulling the material achingly slowly down her creamy legs. His breath is starting to come out ragged and she's smiling teasingly at him and he fears if he is not inside her very, very soon he is going to embarrass himself.

"You're gorgeous," he's able to get out, in a low, guttural voice. She throws her head back and laughs a little and he blinks at her.

"That's what I was thinking about you," she says sauntering towards him again, "splayed out for me on your bed," she gets on said bed and throws her leg over him, straddling him, "pleasuring yourself, head thrown back, mouth slightly open, all flustered and sweaty," she leans down close to his ear and whispers thickly, "gorgeous."

The thread is about to snap, he was so close before and he's so aroused now and he needs her. He needs her right now. "Please," he gets out.

"Please what?" Her voice is no nonsense, she wants him to say it, wants him to beg her for it and he can't even find it in himself to worry that begging isn't really a Time Lord thing for him to do.

So he begs. "Please, fuck me."

"Oh yes," she says grinning. She takes him in hand and guides him to her entrance and in one swift smooth motion sinks down on him, taking him deep inside her.

He hisses as the pleasure sparks, feels it crackling along his spine, sparking all the way down to his toes. His whole body shakes, so on edge is he as she begins to rock on him. And, oh, he's not going to last, he's not going to last at all. His whole body is too sensitive, so extremely new; he's not come in it even once yet, and there is nothing he can do because, oh, he is coming now and he is coming hard.

"Oh god," he moans, unable to stop himself as he rides out his orgasm, pulsing inside her. When it's over he looks up at her, ashamed, mortified beyond belief. "Oh god," he says more softly this time, "I'm so sorry." He can't meet her eyes. He's a nine hundred year old Time Lord and he's just shot off like he's fresh in his nineties. It's humiliating.

Rose, ever the understanding Rose, strokes his side burn. "S'alright. Don't worry about it."

"I'm very much going worry about it," he says, still avoiding her gaze, shame evident in his voice, "I think that definitely goes top ten into the most embarrassing things that have ever happened to me. And I've lived centuries, Rose, there's a lot of material to compete with."

Rose laughs and he turns his face to bury it in the pillow, hiding his flaming cheeks from her. He mumbles something into the pillow.

"Didn't quite catch that," Rose says lightly.

He pulls up a little so his voice won't be muffled. "And I've ruined our first time," he says miserably and then buries his face back down again.

"Aww c'mon Doctor, s'not that bad. You know the first time me'n Mickey-" The Doctor quickly cuts her off with a long, drawn out groan.

"Oh god, Rose please don't compare my sexual prowess to Mickey the idiot, I don't think my ego can take that kind of a hit. Have mercy."

Rose slaps him lightly on the arm, "Hey, y'know 'Mickey the Idiot' happened to be brilliant in bed."

"Well great, I'm worse than Ricky in bed now." He sighs. "Maybe this wasn't such a great idea...maybe I should leave." He glances to the door, his escape from this demeaning situation and then looks around, "or well, this is my room. Maybe you should leave."

Rose looks shocked for only a moment before her eyes narrow dangerously. "Oh no mister Time Lord. Nuh huh. You don't get to come so hard you're seeing fucking stars and then give me nothing in return. D'you know how frustrated I've been traveling with you this past year? Very, very frustrated." She grabs ahold of his face so that he's looking her straight in the eye and gyrates her hips where he is still inside her, soft now. "Do you feel that? Do you feel how aroused I am? How wet I am? Now the way I see it, you're just going to have to make it up to me and put that tongue of yours to good use finally." Her eyes suddenly soften and she says softly, "not everyone gets it right the first time Doctor, next time you'll do better, yeah? Like you said, s'just been awhile for you and all." She strokes his cheek tenderly and then finishes in a stern voice, "Right now though if you don't make me come very hard I am going to kill you."

He looks up at her face, lips pursued, and lets out a shuddering sigh. "I'm sorry Rose, you're right, I just...this is so embarrassing and I wanted the first time to be good, special for you," he mumbles.

"Oh Doctor," she says smiling, stroking her hands lovingly through his hair, "It's all right really. "

He looks up at her, "...yeah?"


"I promise I'll do better next time, too!" he says, back to his normal self, "It's just this new body," he explains, "still very new, nerve endings firing and all that. Extra sensitive. Just you wait though, Rose Tyler."

Rose laughs. "I can't wait," she says honestly, "that's the problem, so for now..."

His gaze immediately darkens and he licks his lips. "Oh yes," he says softly.

They reposition themselves until she is propped up against the headboard with her legs spread, and his eyes immediately darken at the gorgeous sight. He grabs ahold of her thighs, brushing his thumbs along the smooth skin as he pulls them further apart so he can inspect her. Her scent hits him and he inwardly groans at the musky smell. He licks his lips in anticipation.

He drags his fingers achingly slowly through her folds, feeling her wetness cover his fingers. She watches his every move and when he looks up to connect eyes with her, he pops the fingers into his mouth.

The first taste is exquisite. He closes his eyes as a tiny moan escapes him. He can feel Rose subtly start shifting her hips, from where his other hand is still splayed on her thigh. "Yes," she hisses.

That word is enough to shatter his plans for teasing her for hours and he eagerly brings his mouth to her center. She bucks and whimpers as he explores her folds with his tongue. Her hips gyrate against his face, and he tightens his hand, the smallest fraction, against her thigh to hold her still. He performs light, wet brushes against her clit and she mutters a breathy "Doctor," when he lightly scrapes the bud with his teeth.

The sounds she's making are gorgeous and he can tell by their increase in pitch that she is getting close. He plunges a finger inside her, stroking and curling it as he lightly sucks on her clit. She cries out, falling apart at the touch, her whole body spasming around his finger. He gently brings her down, lapping at her juices.

She's panting and when he looks up and meets her eyes, she's smiling widely at him. He grins back.

"Seems you won't be totally useless then," she quips. "That was brilliant."

He pushes himself up, so that he can wrap his arms around her waist and snuggle his face into her hair. "Now that's a backhanded compliment if I ever heard one, Rose Tyler."

She presses her lips lightly to his ear and whispers, "How about this for a compliment, you have the best bloody tongue in the world."

"I don't think I'll except anything less than the universe," he says primly.

Rose growls and pushes him back on his back, rolling her eyes. "Shut up and kiss me, Doctor."

Later that night, Rose gives in and dubs his tongue best in the universe.