Martha laid underneath Jack's coat, and on top of her own, trying to get a little sleep before they had to go up against the Master.

Sleep wasn't coming easy, especially not with Jack and the Doctor arguing less than fifteen yards away as they walked back into the cavernous warehouse.

"All I'm sayin', Doctor, is that it would make you feel better."

"Jack, that's ridiculous. And Martha Jones deserves more respect. I cannot even imagine that you would even insinuate-"

"God dammit, Doctor. I wasn't talking about her."

At the mention of her name Martha rolled over and began to pay attention. The two men looked at each other for a long minute and she could feel the electricity between them, even as far away as she was. What, exactly, had the Doctor believed Jack was insinuating?

"It isn't fair for me to use you either," the Doctor whispered after a pregnant pause.

"You aren't using me," Jack countered, "I know exactly what I'm signing up for."

"Been with a lot of Time Lords, have you?" The Doctor challenged him with a stare of stone, but Jack glared back at him, defiant.

Martha couldn't believe her ears. A flush rose in her cheeks as she wondered, are they talking about... sex?

"I'm a big kid, Doc," Jack said, "and I know you think I'm a stupid, un-evolved primate or whatever... But even I know you're gonna waste away if you stay so bottled up, keep yourself so lonely and isolated. I'm your friend, you know. You can at least fucking talk to me, even if a warm touch is too barbaric for you. You need to talk to someone. Who do you talk to since you lost her, Doctor? How many years has it been, for you, since Canary Wharf?"

And the Doctor, who was so much older, so much wiser, just sat paralyzed by his grief. He was shaking as he tried to speak.

"I don't... I... I haven't... I can't..." His voice cracked, and he fell silent.

And that was when Martha's heart broke. She could see that Jack felt the same- the miserable, shattered Doctor, feeling so lost and alone... The Master's appearance had stirred up a lot inside of him. Opened wounds that he'd thought had finally started to heal. The sight of his internal struggle to maintain his composure was almost unbearable.

"She... said she wouldn't leave, you know," he said with a tremor in his voice, "and I was so happy I almost believed her, even though i knew it was impossible. I knew time would take her; time takes everyone. But... I should have had her for years longer... She... You know, I never even told her? After Gallifrey... Before we met you in the Blitz... I was so, so broken. So angry. She taught me to be alive again. Stayed with me, even after the Game Station, even learned to trust a new man with a new face. And now... I just... I suppose I should be happy she's far, far from all of this, from the Master... But I can't help..."

He trailed off, tight lipped, shaking his head as he clenched his fists in renewed, impotent rage.

"Doctor," Jack whispered hoarsely, his voice full of pain and compassion. He reached out to embrace the other man. The doctor, though, flinched away and scowled at him.

"You can't just fuck the pain away, Captain."

"Have you ever tried?"

The two men stared at each other for another long moment.

And then the Doctor broke. He flew at Jack, grabbing him with a hand in his hair and the other around his throat. Martha clapped a hand over her mouth to muffle a shocked gasp.

"Do you like this, Jack? Is this what you want?"

"I can think of worse ways to spend an hour or three," Jack replied, remarkably articulate for the position he was in.

The Doctor laughed mirthlessly, leaning in close, as though for a kiss, but then just as quickly pulling away, staring into Jack's eyes, holding him close but denying the sensual contact he obviously craved.

Martha was now ogling the two men shamelessly from her makeshift bed, and her insides pooled like molten lava the first time Jack moaned, writhing to rut against the Doctor's hips with his own in frustration, straining against the smaller man's deceptively powerful grip.

"You know it can't last, Jack. I can't stay... And you, immortal man, you... feel so, so wrong, and it gives me a chill. I don't know if we could both even stay on the TARDIS without going mad. What if I cant take it? What if the TARDIS can't? what if it's only tonight?" the Doctor nipped at Jack's collarbone between words.

"Well, then that's how it is," Jack replied softly, suddenly much, much less composed than before.

Another heated pause.

"What do you get out of this, Captain? Why the fuck do you care so much? I left you. If I were you... I'd hate me," the Doctor hissed.

Martha didn't think she'd ever heard him swear like this before.

"'Tis better to have loved and lost..."

"Ha!" the Doctor interrupted, bitterly. "Clearly you're not so familiar with love, then."

Jack went still and stiff and his voice, when he spoke, was icy.

"Don't you ever presume to know how i feel about you or anyone else. I've had about a hundred and fifty years to figure it out. After you ditched me. Alone. Never aging, watching friends grow old and die. Watching my children get old and hate me. Living through a few of the most primitive, repressive decades in human history- bit of a culture shock for someone from my background.

"I've been around the block, Doctor. I understand, and I care about you, you daft old fool!" he shouted. "I want to help you if I can. If we have one night to help heal these old wounds in both of us, in my book that's still better than nothing. And it's not like I'm not hurting too, you asshole."

"What makes you think your pain and mine are even remotely comparable?" the Doctor challenged, as all trace of his normal empathy vanished, and Martha saw for the first time the raw, biting isolation behind the Doctor's warm, clever eyes. Time Lord. Last of his race. Alone. Extinct. Freakish.

Jack glared at him, unmoved. "For starters, because you're not the only fucking person in this galaxy who loved her."

The Doctor dropped his hands and stumbled back as if Jack had burned him. They stood there for a moment, brown eyes locked with blue, the Doctor frozen again.

Jack sighed heavily.

"I know, Doc. I know you were in love with her. It was obvious. And, god, did she love you back. And I am sure that wherever she is now... I... She..." he faltered, then spoke agin, more gently. "I can see this eating you up inside. The Master, the only relic of your own history and you have to try and take him down... have to be alone again. You never thought you'd have to go up against another Time Lord again, did you? And Rose..." his voice cracked on her name. "She wouldn't want this. Not for you."

Rose, Martha thought, with much less bitterness than usual, it always comes back to Rose...

"Don't you say her name." the Doctor hissed, shoving Jack hard enough that the larger man stumbled back and faltered, dropping to his knees.

They stared at each other for a long, tense eternity. Martha gazed at both of them in profile... The tension between them was giving her shivers. The Doctor was standing over Jack imperiously, yet looking for all the world as though he was about to turn and run from the larger man.

And in a moment Martha realized why, as Jack took a deep breath and started crawling on hands and knees towards the Doctor, never once breaking eye contact.

"What are you doing?" the Doctor hissed, as Jack ran his palms up the Doctor's legs. Slowly. Tentatively.

"Touching you," Jack replied in a voice half an octave lower than normal, as his fingers raked over the Doctor's hips, growing in confidence as he realized the Doctor wasn't going to stop him.

"Why?" rasped the Doctor as Jack slid open his belt buckle.

"Because you're letting me."

Next came the button and zipper.

"This is a bad idea, Jack." The words held more conviction than the tone. the captain reached his warm, calloused hand into the Doctor's trousers.

"The worst idea," Jack agreed, But by then he had freed the Doctor's hard, flushed cock, and his eyes were gleaming with hunger. As he licked his lips, another lightning bright flash of arousal stabbed Martha in the pit of her stomach. Was Jack about to-

And he did. He swallowed the Doctor's beautiful cock deep into the back of his throat and groaned like a man in the desert who had been given a glass of ice water.

Martha didn't think she'd ever seen a sight so erotic. Clearly the Doctor felt similarly, as he abruptly cut off all argument in favor of gasping Jack's name and burying his fingers in his silky, dark hair.

"Jack, he whispered one last time, "You don't have to do this. You don't need to... Service me... like that."

Jack pulled back slowly from the Doctor's cock and met his eyes, pumping the glistening shaft with his right fist slowly as he spoke, "Oh,Doctor I do need to. I have been waiting 150 years to taste you, to hear you say my name like that. Tomorrow, who knows what's going to happen? Who knows if we'll ever meet again? I have never in my life dreamed and wished about someone as much as I dream about you so don't you tell me what I need."

And then he went back to lavishing attention on the Doctor's body, licking, sucking, nibbling the swollen flesh with passion, utter focus, and a hint of reverence.

Martha didn't know who she was more jealous of: Jack, with his mouth wrapped around the Doctor's cock, acting out her filthiest fantasies, or the Doctor himself, gasping and moaning on the receiving end of what looked to be the hottest and most passionate oral sex shed ever seen. Either way, she was feeling more and more flushed, and she squirmed under Jack's heavy coat.

"Jack, you have to stop."

"I said, don't tell me what I have to do," Jack gasped quickly before swallowing the other man's cock again.

The Doctor grabbed a fistful of Jack's hair and forcefully pulled him back, restraining him as he hissed, "You misunderstand, lad," in a voice Martha couldn't know was an echo of his former self, of Jack's Doctor. "I mean, you stop right now or I'm going to cum down your fucking throat before I get the chance to feel this prick buried inside that hot American ass of yours."

Martha never thought she would ever hear such obscenities from the Doctor, and she could see Jack hadn't either. He stopped cold when the Doctor released his hair, rocking back on his heels and gazing up shock, eyes so dark with lust that Martha could see the change in color from as far away as she was.

At the sight of Jack's swollen lips, glistening with saliva, pulling away from the Doctor's gorgeous, rock-hard member, Martha's restraint dissolved. Unbuttoning her jeans and gripping her chest trough her shirt she tried to relieve some o the tension, running her hands over her tight, quivering body.

The Doctor knelt and undid the buttons on Jack's shirt, revealing the captain's gorgeous, tanned torso before catching his chin with a finger and quietly asking, "Jack...are you sure? Once we start... For me this means abandoning my civility... Time Lords don't have customs or rules for how to do this... The act is avoided, uncivilized and all. And when I do indulge I tend to get savage. I don't want regrets..."

Jack held his gaze in silence and unbuttoned his trousers, freeing a thick cock as dark and gorgeous as the rest of him, jutting forward from a neatly trimmed patch of hair.

Slowly, deliberately, he took the doctor's hand and wrapped it around the base. He gasped at the contact, and the doctor groaned aloud as jack said, "Does it seem to you that I'm unsure, Doctor? I've been waiting a hundred and fifty years to dance with you. You... Know me. You know who i am, as well as i do. And you might be the only one left who does. And I know you. At least a little, I do. Can we not be this, to each other, even just tonight?"

The Doctor looked at him with appraising eyes. "I really must stop underestimating you, Captain Harkness."

His tone was unexpectedly gentle, and then he leaned forward, brushing his lips against Jack's. The Captain's voice caught in his throat. The Doctor kissed him again, still barely more than just a feather touch. Jack held still as if he was afraid of spooking him, like a wild animal, and perhaps he had the right idea because the Doctor looked positively feral as he leaned forward and said, in a low, dangerous voice.

"Strip. hands and knees. Now."

Jack went immediately to obey, stopping only to fish a small bottle of lubricant out of the front pocket of his trousers as he discarded them.

The Doctor took it with a dark smile as he knelt, leaned forward, and buried his fist in Jack's hair, turning his head up and claiming his mouth in one fierce, brutal kiss, biting at Jack's lips so that his moans of pleasure were peppered with gasps of pain. As one cool, deft hand glided down Jack's spine and spread his gorgeously toned ass to start applying the lube and working a finger into his waiting hole, Jack cried out in pleasure.

An echoing whimper escaped Martha's lips as she watched, riveted.

Much to her distress, Jack's eyes snapped up at the noise, and his passion-darkened eyes met hers. She froze in horror as he took in the sight of her, laid out on their overcoats with one hand gripping her breast and the other playing with the elastic of her knickers inside her unbuttoned jeans.

The Doctor, too involved in preparing jack to be fucked to focus on anything else, must not have heard her, because the next thing that happened was Jack's ecstatic outcry as the Doctor breached him with a second finger.

Martha gasped as a hot, wet, wave of arousal soaked her knickers. Jack smirked.

"Oh, Jack," purred the Doctor, "you have no idea what a beautiful sight this is."

Jack's eyes roved over Martha's body as he rocked back eagerly against the Doctor's hand.

"Fucking gorgeous." he replied, holding her gaze as he winked. He was talking about her, she realized. He wasn't upset at her watching... Quite the opposite, it seemed. The thought gave her confidence. It also turned her on.

Feeling scandalous and wanton, she gripped her breast harder, rolling her head back in a silent moan as she arched slightly into her own touch.

Jack smiled appreciatively and nodded his approval, and so she grew bolder, running her hands over her body, putting on a show for him.

She pinched her nipples and squeezed her breasts hard enough to leave marks, grazing her skin with her fingernails as she made her way down to her waistband with her trembling fingers. Jack nodded his approval as she dipped one hand inside her knickers, tangling her fingers within the short, well-trimmed thatch of hair that grew there. Jack licked his lips, which made something flutter low in her belly. She was reeling with how surreal it all was.

With a feral growl the Doctor pressed a third finger into Jack, clearly a few minutes before he was ready.

"Doctor!" he cried out, a flash of pain crossing his face before it melted back into an expression of feverish pleasure. "Don't stop."

"Wasn't planning to. It's a greedy little hole, isn't it?" murmured the Doctor, working Jack with his left hand while he brought his right up to stroke himself, smearing a bead of pre-cum over the pale, taut head of his prick so that it shone in the dim industrial lighting overhead.

Martha gasped and wriggled her jeans down her hips a little, to have better access to contend with the ache between her thighs.

"More," Jack whimpered, to both of them.

Martha held his gaze, breathless as she slid her jeans down to her knees and pulled her shirt up to reveal the golden brown expanse of her soft, lean belly and hips. then she hooked her fingers in her knickers and hauled them down as well, gasping at the feel of the cool, spring air against the most sensitized parts of her. Slowly, deliberately, she ran her right hand down the front of her body, dipping two fingers into the hot, wet heat there, holding Jack's passion-darkened gaze the entire time. She had never experienced anything so sexy in her life.

The Doctor pulled back his hand suddenly from Jack's ass, causing Jack to close his eyes and whimper at the deprivation.

The Doctor fisted a hand in Jack's hair, pulling his head up so that his back arched at a painful looking angle, and Martha could see his neglected, iron-hard cock straining in front of him. The sudden urge to touch, to taste, to fuck this mysterious stranger who had know the Doctor in another life hit her like a tidal wave and, unable to move or act, her fingers pressed a little harder into the soaking heat of her own center.

"What do you want?" the Doctor hissed softly.

"You," Jack gasped.

The Doctor slapped his ass once, hard.

"Be more specific."

Jack's eyes flashed at the admonishment and when he spoke it was in a low growl.

"I want you to fuck me until I won't walk straight for weeks, Doctor. I want your cock buried so far inside me I have bruises on my thighs from your hips, and I want you to let. This. Pain. Go."

As Jack uttered this last sentiment he strained against the Doctor's grip on his hair enough to turn and meet the smaller man's gaze. For just a moment the storm in the Doctor's eyes subsided, replaced by a look of respect, wonder, and even a little tenderness.

Slowly, he leaned over Jack's shoulder to give him a soft kiss on the lips that might have looked downright chaste, in another context. Jack sighed.

"You've changed," the Doctor observed.

"You once gave me a chance. Seemed stupid to waste it."

They looked at each other for a few beats before Jack turned his face away, blushing.

"Doctor," he begged, the reverence of the moment broken, "Please. Please, fuck me. now. Hard. Please."

The supplication in his tone seemed so at odds with Jack's commanding strength, Martha's heart fluttered at the sound.

The Doctor himself was not unmoved, and kissed him again as he went to comply.

"Thank you for giving me this," he said, finally lining his cock up against Jack's entrance. Slowly, relentlessly, he pressed forward into Jack whose head was thrown back in a Silent cry of ecstasy.

Martha's own arousal spiked to a new level at the sight. Then it seemed that for a moment time froze as both men stopped moving, talking, even breathing, to adjust to the new onslaught of sensation.

"Oh god, yes," Jack moaned at last, sinking forward on his arms to rest his head against the cold concrete of the ground. At the same moment the Doctor let out a string of what seemed like expletives, but in a language that she had never heard.

They began to move slowly, as one, pushing and pulling against each other, both of them glowing with a light sheen of perspiration at the effort. It looked incredible.

Martha's fingers slid against her skin, slick with her arousal, and the sensation of her own touch coupled with the wanton display before her sent twinges of pleasure through her, signaling the approach of her orgasm.

Faster now, they were moving faster. The Doctor paid no mind to Jack's comfort and it seemed jack liked it that way. He braced himself on one arm, muscles tight and corded, against the Doctor's onslaught, while the other shaking hand found his own cock, glistening with rivulets of pre-cum, and gripped it, attempting to gain relief from the aching pressure of his arousal.

"Oh, yes, Doctor," Jack whimpered, his voice feverish with lust and passion, "Yes. Yes. Yes. Just like that."

The Doctor made a strangled noise in response to the encouragement, gripping Jack's hips hard enough to turn his knuckles white as he pounded into him, all control lost in the fire of the moment.

"Oh, God, Yes. Harder," jack murmured in a broken voice. Oh god, Doctor, you beautiful creature, you have no idea how long I've wanted this. I want to feel you cum. I want you to cum for me now. Cum hard for me, please, and I want to feel you inside me when you do. And, oh God. Soon. Soon. I'm so close."

She was tumbling, careening forward towards the oblivion of release. As she watched the two men straining together, somehow both violent and tender at once, Martha began to come unravelled. Any moment now... Any second. She felt the pressure growing and building low in her belly as Jack babbled on the verge of incoherence. But there was nothing incoherent about the moment he raised his eyes once more to hers, and with all of the fevered passion she could read in his eyes, he whispered, "Cum with me."

Martha nodded, breath coming in gasps as she shivered in pleasure, trying to hold on.

"Jack," the Doctor cried out, "Jack, oh my-" and then went absolutely rigid and silent as his climax tore through him, white-knuckled hands gouging bruises into Jack's tanned flesh as he quivered with the force of it.

Jack groaned in pleasure and pain as he pumped his cock frantically, before hissing out a breathless, "Now. Now. Now."

At the sight of the cum spilling in pulsing jets over Jack's fingers, falling in opalescent splatters on the cold, grey pavement, Martha shattered. Almost in pain from the effort of keeping herself silent, she convulsed against her hand, trembling as wave after wave of sensation washed over her. She saw Jack's tired smile of appreciation as the last trembling aftershocks washed over her, and closed her eyes, overwhelmed, trying to catch her breath and come back to herself.

When she opened her eyes the doctor was gone. Jack, who was moving gingerly because of his aching muscles, was beginning to pull his clothes together. He'd donned his trousers and had his button down thrown over one shoulder.

"You're hurt," she called out to him, noticing the slight limp.

"I'll be fine in the morning," Jack called back, sounding sated and exhausted.

He looked up at her again and his eyes were unbearably sad. She held out her arm to him, beckoning him over.

"He should have stayed to take care of you," she muttered, as Jack laid down next to her on the pile of coats. This close she could see that his whole body was shaking.

Jack shook his head. "He takes care of everyone else all the time. Sometimes someone needs to return the favor."

"Selfless of you, jumping on that grenade for all of us," she deadpanned with a wry smile.

Jack laughed and some of the tension left his body. She relaxed then, and allowed her mind to wander over the scene that had just taken place.

"Jack," she said softly, "I want to say thank y-"

He silenced her by pulling her into a long, languid kiss. Martha yielded immediately, melting into the sensations of his mouth moving against hers, tasting of coffee and salt and... Heat surged through her again as she realized the foreign yet familiarly masculine taste that was dominating his mouth must be the flavor of the Doctor's cock.

"Martha Jones, you are magnificent," he took her hand and rolled her fingers under his tongue, tasting her where she'd been touching herself. "Fan-tas-tic." he added with warm appreciation.

She kissed him again before she rolled over and permitted him to pull her back against the comforting warmth of his chest. Drowsiness started to claim her.

"Who was Rose, really?" she murmured, stifling a yawn. "He never says."

Jack stiffened for a second before sighing deeply and pulling Martha closer.

"Has the doctor ever told you about the Time War?"

"Bits here and there."

"Genocide. Two races essentially extinct. And he's the one that had to push the button. He destroyed his own planet, to save the universe. Everyone on it. Every living thing. Had no choice..."

"My god," she breathed.

"Rose... He met Rose after that. He was broken. Lost. Numb. She... Taught him how to live again. The Doctor... He saves reality every day. Rose... She saved the Doctor."

"He loved her."

"Loves. Yes. Immeasurably. Still."

"But she left..."

"She was taken." he said, his voice clipped and cold, "and is now locked away forever somewhere that even the TARDIS can't reach."

"And you?"

"I knew her. I loved her too, in my way. I understand his loss, and I want him to know that he is not ever truly alone, as long as I live and breathe."

"You love him."

"So do you."

"But he doesn't love us."

"Not like that."

"Then, why are we here?"

She rolled over and met his eyes when no quick response came.

"Martha Jones..." Jack sighed, with a smile. "don't ask stupid questions."