The first time it happened, he tried to forget. The situation was complicated and full of emotions and he knew that if he tried to rationalize or think things through, he'd only end up with more pain in his hearts. So the Doctor did what he always did: he ignored it and pretended that it had never happened. But it did happen.

He was feeling lonely, and that was the real problem. The problem was not the alcohol they had all been consuming for hours, not the seductive clothing that Rose had herself in, nor was it the easy way that they all seemed to be getting along that day after what had felt like weeks of tension. The actual, real, definite problem had been that he was lonely. 900 years and countless galaxies, more companions than he could handle at some points, but the Doctor was a lonely creature.

He craved Rose's affections often, and she always helped him. Gave him a hug, patted him on the back, made a silly joke, and that was usually enough. Once she had kissed him, absolutely caught him off guard with a snog in the hall before she went off to bed one night, but they'd never discussed it, and the Doctor kept that memory guarded in a very dark part of himself. Rose Tyler was a good, fine, perfect companion. She soothed the agitation he often found in his body. She eased his worries about things he could not control. She looked at him like he was something special and exciting, instead of dark and revolting. So it was in that note that he sought her out, happy to find her in the media room with Jack, happy to find company for his lonely soul.

The drinks had flown easily. He didn't mean to drink quite so much of the alcohol they had picked up in Rafallia, but it was sweet with a little hint of bitter, and it made him relax, made him funny, and he loved when they laughed with him. He loved leaning his head against the back of the sofa and smiling, gravity pulling his cheeks back and creating an instant grin. He tried to show them how to do it, and they had laughed. Rose had stood up and tossed her head straight back, looked at the ceiling, and told him that she had never felt happier, and he liked that bit a lot.

Jack had poured the drinks—should have known that was a bad idea, and when the films ended and they could think of nothing else to watch, the Doctor had set back in the sofa and marveled at Rose Tyler and the way she seemed to be talking, but he couldn't hear. Didn't know what she was going on about, his mind swimming with a kind of content haze, but he saw the shift in the room. Was absolutely aware of the sudden seriousness that wrapped them all up, bundled them like children in a blanket.

"-I mean I love it, absolutely! But a girl has needs!" The Doctor focused in on her little speech, tried to narrow his eyes while he took her in. Had no idea what she had been saying, what needs?, but he did his best impression of a sympathetic face.

"Don't have everything you need here, on the TARDIS?" He tried to keep the hurt out of his voice when he asked, he really did. He thought he and his ship had been doing a great job providing for his human friends, had thought Rose was happy, but what was she talking about?

"Doctor, I-" He watched the way Rose's lips formed his name, and he thought that was lovely. She didn't roll any vowels, just tossed his name out of her mouth, said it like an eons old poem she were reciting.

He noticed Jack stand up, and thought it was odd. Thought it was absolutely strange for the Captain to get out of his seat and interrupt Rose's speech, is that what this was, a speech?, so that he could kiss her. The Doctor gaped at them, unsure what he was seeing. The intoxication buzzed inside him, and he wondered if they had drank as much as him. He was about to suggest they all stumble over to the med bay for some hangover pills when it hit him that Rose Tyler was snogging Jack Harkness right in front of him. They were snogging! Right there! As if he were not in the room! The line of their lips moving together, the way she was sort of melting against him... He tried to speak, tried to stand, but his body stayed still.

"I think she does have what she needs right here, Doc." His voice sounded strange, and the Doctor wondered what Jack was talking about now. His brow furrowed in confusion, tongue darted across his very dry lips, and the Doctor watched in absolute wonder as Jack pulled on Rose's hand, walked toward him. Rose sat down next to him on the sofa, and he wondered if he were supposed to leave now. Obviously Rose wanted to be alone with the time agent, and he was in the way. Jack took the seat on the other side of Rose, and the Doctor tried not notice the man's mouth descending on Rose's neck, tried to unhear the sound of Rose moaning.

"Well. Off I go then." He braced himself to stand, unsure how steady his legs would be after all he'd drank, but a hand on his arm stopped him. Confused him.

"Stay." Rose's voice was gentle, and he wondered if he'd misheard her. Misunderstood what was happening. He knew about what humans did, did it himself here and there, so he was sure he knew that the appropriate thing to do would be to leave them alone. But Rose's hand left his arm and skated across his thigh, and he turned his head to the side to meet her eyes. Was she that drunk? Was she confusing him for Jack? No, couldn't, Jack's mouth was still on her neck, his hands were running over her stomach, and the Doctor was a third wheel that needed to find the strength to leave before he embarrassed all of them.

"Stay, Doctor." She added his name this time, and her fingers slid further up his thigh, squeezed the flesh through his dark pants.

"Rose. What're you-" He started to ask, started to examine her hand touching him in a way that he absolutely would not stand for if he were not slightly intoxicated, but she silenced him with her lips.

Her lips tasted exactly the same way that had when they shared that moment they never spoke of, and he couldn't bring himself to pull away. The Doctor had never dared to dream it would ever happen again, had accepted that it was just something that happened and he'd moved on, but her warmth rushed over him as she poked her tongue against his lips, and he couldn't imagine ever being anywhere besides exactly right there, with his mouth opening beneath Rose's, with his thigh burning beneath her hand.

The Doctor's body froze as Rose wrapped her hands around his face, deepened her kiss. It was a magical thing, to be snogged by Rose Tyler, but the Doctor was aware of Jack's movements beside her. Although he clamped his eyes shut, desperate to feel and taste every bit that Rose offered him, he could sense Jack pulling at Rose's clothing. Could feel the way Rose moaned into his mouth as Jack cupped her breast.

He needed to rationalize, think this through. He loved Rose. Of course he did, absolutely, just didn't think there was anything between them. Didn't think there ever could be anything between him. And it hit him then, the idea sweeping over him and comforting the confusing feelings: it didn't have to be anything. He could kiss Rose, because they were pissed, and it didn't have to mean anything tomorrow. Rose's tongue swept against his teeth, slid across his tongue, and he told himself that every time she moaned, it was because of the kiss, and not the way Jack was touching her.

Rose broke the kiss then, and the Doctor marveled at the flush in her cheeks, her dilated pupils. This was it, they'd snogged and it was lovely but now it was time they all go to their rooms, go to bed, try to sleep this intoxication off. Lips moving, but he couldn't get the words out.

Dumbstruck, as Rose lifted her blouse overhead. Puzzled, as Jack removed his own shirt. Panicked, as two sets of hands helped him out of his jacket, tugged on his jumper. And maybe it was his subconscious saying okay, or maybe it was the alcohol controlling him, but he stayed put when Rose scooted on to his lap, rubbed her bum against the growing bulge in his trousers. It might not have even been him, the Doctor thought, who lifted his hands to her hips, who leaned forward and planted kisses along her spine.

"Doc." Jack's voice dragged him back to the present. He stood in front of Rose, her clever little fingers removing his trousers, and the men locked eyes. Jack looked at him over the top of Rose's head, and he was asking for permission. Was this okay, did he want it to stop, all reasonable questions in his eyes, but the Doctor couldn't have answered them, couldn't have made a word come out of his mouth if he tried at that moment, so he stopped trying. Close his eyes against Jack's face. He reached around her and filled his hands with her breasts, breasts he hadn't actually had time to fully admire, he thought unhappily, but he liked the way they filled his palms up, and he liked the way she wiggled her hips on top of him. Opening his eyes, he was glad to see Jack wasn't asking for permission anymore, wasn't laying the weight of this decision on him. The Doctor didn't want to make any decisions, didn't want to be responsible for the entire universe and what happened in the media room too. He could see what she was doing, knew very well what the bobbing of her head and the look on Jack's face meant, but it didn't matter. They were doing this. Too far gone now to do anything but unfasten his belt, pull his zip, lift his hips just a little. Rose's bottom lifted for him, and he took that to be a good sign. Free of his trousers, Rose settled herself back down on his pants, his erection now throbbing against her back.

Jack's moaning was too much, just enough to make the Doctor jealous, make him irritated that he was sitting there, a chair for Rose and Jack's escapades. He let his hands slide up Rose's thighs then, beneath her little skirt, traced circles into her flesh. Pride swelled inside of him as he felt her shiver, watched happily the way she started moving her bottom, seeking out friction.

Maybe he grunted, maybe he moaned, but suddenly Rose released Jack and stood up, and Jack stumbled over the to sofa, sat down happily beside the Doctor. Jack grinned at him, his cock slick with saliva and standing at attention, but the Doctor kept his face passive and dragged his eyes up to Rose. Rose, who was taking off the rest of her clothes. Rose, who was biting her lip and running a hand through her hair. Rose, who was naked and the most beautiful thing he'd ever seen. Rose, who was kneeling in front of him, removing his pants, his final piece of clothing. Rose, who wrapped her fist around Jack and her mouth around him.

He had to close his eyes then, couldn't let Jack's grunting intrude on the most pleasant experience he'd ever felt. Rose's tongue slid up and down his member, her fingers on one hand rubbing his thigh. And he felt special, a little bit greedy and a lot happy, with the way that Rose's mouth was on him. He didn't know what they were doing, didn't know where they'd go from here, but if they were doing this, he wanted as much Rose as he could possibly get before it was all over. When she swallowed him, took as much of his cock into her throat as she could manage, the Doctor thought he might never let this end. The velvet of the back of her throat, the slickness of her tongue, it was too much. He found his hands in her hair, and he rolled her silky strands between his fingers, amazed and awestruck that she was doing this to him, thrilled and terrified and desperate.

"Doctor, I need you to do somethin' for me." Rose lifted her head from his cock, let her eyes meet his. And they were big, beautiful brown eyes and the Doctor had the overwhelming desire to take her away, buy her dinner and flowers and worship her.

"Anything." He meant it, but he'd no idea where the strength to say it came from. The Doctor ran his hands through her hair, his body coursing with fear about what she might say. Did she want him to leave? Did she want him to snog Jack? Did she want them both to forget she'd ever done this? He swallowed, his throat dry and nervous.

"Come fuck me." Her words were adrenaline to his body, and he watched from outside himself as he stood, came around behind her, kneeled on the floor behind her. Saw her mouth descend on Jack, heard the way Jack yelled out, saw her wetness before him, so inviting. He stroked one finger along her slit, excited and happy and worried to find her so wet, so needy.

"Are you sure?" His cock pressing against her entrance, his hands rubbing along her hips.

"Do it, Doctor." And her name on his lips was enough. He wanted to be slow, wanted to take his time and coax their mutual orgasms out, but he was instantly overwhelmed. Sheathed in her tightness, he was aware only of the bucking of his hips and the tightness that she held on to him with. Rose moaned around Jack's cock, he could hear that, and he couldn't have told her why he did it, though it was probably something to do with the fact that he was being forced to share her, but the Doctor raised his hand and brought it down against her cheek. She bucked backwards, into him, and he heard Jack say something vulgar, but this was about him. It was the Doctor and Rose and he didn't care what she was doing with her mouth, her orgasm would be his.

Leaning forward, he wrapped an arm beneath her, found that spot that made her mew, and pulled out of her. Lips against her back, eyes closed, he rubbed her clit and listened to her panting. Satisfied he'd found the right spot, he slid himself into her again. He knew that it would have been the gentlemanly thing to do to let her adjust, give her a moment, but he couldn't. Reason was gone, gentleman behavior long lost, all that mattered was being as deep inside of Rose as he could be. Thumb rubbing the spot, he thrust in and out of her, chasing his own climax.

"Ah! Doctor!" Her words came out around Jack's cock, and he swelled with pride. The Doctor wanted to take her then, pull her into his own lap and make her look at him while she came, but he knew he was lucky to be doing this at all. Knew he would probably never again find himself buried inside of Rose Tyler, and he needed to enjoy it. Needed to savor it.

Jack's orgasm was loud, and the Doctor watched with some curiosity as Rose licked him clean, wondered if she would have done that for him, wondered why she had chosen the two men in these two positions. Rose was in charge here, clearly, but he wondered why she asked him to shag her, why she wanted Jack's cock in her mouth. But, with her mouth no longer occupying Jack, the Doctor pulled her upright, grasped her breasts and kept his thumb trained on her sensitive flesh, his mouth open but words unable to come out as he hovered his lips near her ear.

He didn't know if he was crossing a line, holding her there, thrusting up into her while Jack lounged on the sofa, his eyes slitted open and watching them. He wondered if it were against the rules, had there been any rules, for him to be finishing this with her just the two of them. Her body was coated in a sheen of sweat, and he bounced her up and down on him, loving the way that her breast moved in his hand with each stroke. When she came, there was no warning. There were no words to tell him, no desperate grasps of her hands, just the shattering feeling of her holding him inside her tight as she could manage, her torso stiff, no longer moving with him. Pride, admiration. She panted, and he could feel her body pulsing with energy, with pleasure. He wondered if she'd have come this way if it had been Jack fucking her instead, but dismissed the thought, saved it for later evaluation. His own climax came when Rose turned her head to the side, caught his lip between her teeth. His body shuddered, his arms wrapping around her middle as he held her there, emptying himself inside of her.

She climbed off of his lap carefully, and he wondered if her body were sore, wondered if he'd hurt her. She smiled at him, grinned at Jack, gathered her clothes. He watched Rose pad across the room, slip out the door, and he wanted to call out to her. Wanted to apologize or even tell her he loved her, nearly anything would have been a good thing to say, he was sure. Jack dozed on the sofa. The euphoria of the orgasm settled in his mind, mixed with the alcohol, and the Doctor fell back against the floor, stared up at the ceiling, let his mouth fall into a smile. And it was a true, real smile.

A/N: I'd love your thoughts on this. More chapters coming soon, please follow/review if you like it so far?

As always, I am so grateful for those of you who decide to open up the lines of dialogue with me. I love talking to each of you, so thank you in advance.

xoxo Emmy