She knew she had been staring. Actually, she had been staring for several months, now.

Ace had grown from a rebel-girl of sixteen to a competent (if amateur) TARDIS engineer of twenty three under the tutelage of the Doctor, whom she called "Professor" affectionately. He had rescued her from Iceworld, and allowed her travel through time and space with him. The years had flown by, each one fantastic.

He was her father, teacher, protector. Occasionally, "bastard" was even an appropriate description of what he did with her life; maybe "master manipulator" was better (her skull still pounded when she remembered Fenric). But never anything more.

She had begun to wonder about the Professor's sex life recently. (Recently? What was time when traveling in the TARDIS?) After she got over the initial embarrassment of even imagining him that intimate/exposed with anyone (the button-down shirt, tie, pullover vest, jacket, and hat that he almost always wore precluded her for years of even considering him a sexual being), she realized that in the seven years relative time that they had traveled together, he had not been with anyone. She was certain. There simply would never have been enough time!

Do Gallifreyans even have sex? Ace mused as she looked at him through her eyelashes, sitting on the far side of the control room, obviously lost in thought. He was an alien, which was something that Ace often forgot, as he looked so human on the outside. A bit on the shorter side, he had piercing steel blue eyes and a smirk that could make you melt. His voice, a soft Scottish burr that he had told her was new to his incarnations, was sometimes downright orgasmic. She felt blood rush to her cheeks as she remembered her last fantasy of him, in the privacy of her own rooms.

Woa, girl, remember that he can read minds. Or whatever. She looked askance at him again, noticing that he had closed his eyes in thought. She was never really sure how much he read her mind, but she really didn't want him to see the mental picture she had just had of him. She knew he would never think of her that way, and it would be mortifying.

Ace sighed and turned back to the engineering problem she had been trying to work out on the console screen. She loved everything about him, the dark moody attitude, the avenging Time Lord, the gentlemen, the innocent child. She could no more resent that he would never notice her that way than she could wish he didn't play the spoons.

"Ace?" His breath tickled her ear as he leaned in entirely too close for the thoughts that had just been whizzing through her head. But he was oblivious to how his closeness affected her. "Have you come up with any answers?"

She turned as smoothly as she could to face him. His eyes sparkled, as they did when he thought about interesting things that needed solving. He tweaked her nose, affectionately, as he glanced at the schematics on the screen.

It was too much for Ace. She bit back a groan and the shiver that threatened to go all the way up her spine. Not now! She screamed inside her head. Damn, he had the worst timing sometimes!

The Doctor stepped back, surprised at the forcefulness of the thought he perceived from Ace. He wasn't a mind-reader, per se, but this incarnation was more psi-sensitive than his last ones had been, and he was an expert at reading body-language. Which usually allowed him to answer the unspoken questions, giving people the impression that he had actually read their mind. This time, though, all he could sense was that Ace was both repelling him and pulling at him at the same time.

"Ace?" He asked again, softly, this time concern and confusion in his eyes. She looked into them with sadness and dread.

"N-nothing, Professor. And no, I haven't found a workable answer." She moved away, skirting the round console casually, trying to give the impression that she was thinking about the "engineering problem."

Oh, yea, she thought, I'm thinking about a problem, alright. The Cheetah virus heightened her sense of smell. If she could smell her own arousal, he would be able to soon enough. She needed to get out of here!

"I'm tired, actually. I think I'm going to go take a nap." She turned and walked quickly up the ramp to the other rooms.

The Doctor watched her go silently, his face a blank mask hiding his thoughts. There was something he was missing….

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The next several weeks were hellish for both Ace and the Doctor. The intensity of inspection that he was giving Ace sent her further and further into depression, compelling her to stay in her private rooms more and more to avoid his scrutiny.

She knew he would never understand, and she could never stand to be pitied. Was this the end? She thought desperately. Would she need to leave him simply because she dreaded him eventually finding out how she felt, and laughing at her for being a "silly human"? Or worse, him simply looking at her with incomprehension, having never even considered intimacy with a human before?

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The Doctor pulled a chair to the side of the door to Ace's rooms and settled in, half grumbling, half in near panic. He had programmed the TARDIS to drift in the time vortex, unwilling to go anywhere until he had figured out this newest problem with his companion.

He would never, of course, violate her privacy unless she was in eminent danger, but he knew that they needed to have a serious talk. Enough was enough. Unfortunately, he wasn't actually sure what, exactly, they needed to talk about. Which was maddening. The Doctor could never rest until a mystery was solved. And when it came to Ace, it was doubly important that he understand what was wrong. He was sure he didn't want to speculate why it was so important.

For there was definitely something wrong. She had been outright avoiding him for days, now. He thought back to when the behavior started, at the guidance console of the TARDIS. She had given him a look….

Wait. His eyes fluttered shut, his mind seeing that look though time, through the years Ace had been traveling with him. That shaded look through her eyelashes, he had seen it, but not observed, as he had said fondly once to an almost-companion. She had been watching him for some time now, he realized. Watching for what?

He inhaled, and his eyes snapped open at the remembrance of her smell over the last few weeks. Arousal. He grimaced furiously at his own stupidity. He had smelled it even, and still had not observed! How long had this been a truth for her?

He frowned deeply. He had been thick and obtuse, which wasn't like him. Ace had started traveling with him at sixteen. He was very proud of how she had matured into a woman. And then he had gone and promptly forgot that she had matured into a human woman. It had become so easy to forget that she was not Gallifreyan, but an alien, with alien needs and emotions.

He was disappointed in himself. He had neglected his Ace. And he had needs, too, emotions he had just begun to explain to her.

Don't you hate anything?

I hate burnt toast. I loathe bus stations, with all those lost souls.

Unrequited love.

Gallifreyans, and especially graduated Time Lords and Ladies, rarely had emotional needs, the concepts of Time taking up all their energy. Unrequited love simply was unheard of, thrown in the same rubbish heap of primitive ideas as gardening tools. It had been one of the things that caused him to leave Gallifrey with his granddaughter Susan. Throughout all of his incarnations, he had been a passionate man, for adventure, for the unknown, for companionship. He, Theta, needed more than any "normal" Time Lord. Other than the Master, which is probably why they kept bumping into each other from life to life.

But could he be passionate in that way? He had been once, with his wife, long ago. The only one that he had ever told his true name to. But he wasn't sure he had it in him anymore. He had seen so much, done so many things….

And then he thought of Ace. His Ace. Her large, intelligent brown eyes, which he had watched grow wise over the years. The sparkle they got when she was working on an improvement to her Nitro-9. How she knew him so well, and had started to be a true colleague to him, not just a side-kick so that he would have an audience for his brilliance. He had actually started to toy with the idea of sending her to the Time Lord Academy, the first human ever.

His hearts beat faster at the thought of losing her for that long. It would take her at least through this incarnation to finish such training, even if it was time-compressed. She would come back to a completely different him.

And then it hit him. Sitting next to her room, he finally realized he loved her. That he had loved her for some time, now. But could he ever be in love with her?

He had to make a choice. Now. For Ace's sake, and for his.