The hay-filled shed was the perfect vantage point. Or so the Doctor had insisted.

His Tardis sensors had picked up alien energy traces leading right here; apparently, someone - or something - had been here before, and when even a rigorous search earlier in the day by UNIT troops had not uncovered anything amiss in the shed, he had suggested that he, Liz Shaw and Brigadier Lethbridge-Steward should remain behind to keep watch for the night. Just to be sure there would not be some delayed trouble.

It made sense, and the Brigadier had taken his advice for once and sent the troops off to make camp on the edge of a forest half a mile away - near enough to be called in at a moment's notice, but not so close as to deter anything that might decide to pay a visit.

For all that, by the end of the first hour of their all-night watch atop a mountain of firmly packed hay, Brigadier Lethbridge-Stewart was becoming more than a little impatient. It did not help matters that the Doctor had refused to give him any further details about just what he expected to occur. 'Something you might not want to miss, dear chap.' Rather more vague than the Brigadier liked it.

"You're quite certain, Doctor, that this is the place?" He had been sitting upright, but the position had long since become uncomfortable with nothing but cubic feet of fresh hay for support. By now, he was lying on his stomach, keen eyes trained on the shed door.

"Oh, quite certain. I believe it's been chosen with great care." The Doctor, lying on his side facing him, smiled encouragingly. "Chin up, Brigadier. Can't be long now."

"Yes, well, you said that hours ago."

"We've only been here for an hour." The Doctor chuckled. "Feel free to take a nap, like Liz."

The two men looked down at the sleeping scientist between them.

Liz Shaw lay on her back, her discarded green coat underneath her, red hair like a cloud around her head, bits of hay sticking through her curls and glued to her clothing. Her breathing was even and her lips parted ever so slightly.

"I'm here to do a job, Doctor, not to take a nap." The Brigadier, still looking at Liz, sighed.

"She looks positively angelic in her sleep, doesn't she?" the Doctor asked.

Nodding absently, Lethbridge-Stewart muttered, "It's a pity she's such a cat when she's awake."

Liz Shaw stretched in her sleep.

The Doctor chuckled softly, giving the Brigadier an assessing look. "I wouldn't say that's necessarily a bad thing. Cats are quite charming - independent, curious, a little wild, determined..."

"Catty. With long claws. Always willing to scratch someone's eyes out." The Brigadier sounded like an expert on the subject. "Mine, to be precise."

"Cats like to be treated with a bit of reverence, I give you that," the Doctor admitted. "The odd stroke of the back, a bit of tender nuzzling..."

Lethbridge-Stewart, who had still been gazing down at the sleeping woman, whipped his head up to stare at the Doctor as though he'd gone mad. "Doctor, I hardly think Miss Shaw would appreciate being nuzzled. Or stroked. Good heavens, man, heads would be rolling!"

"Do you think so?"

"I'm positive." The Brigadier shook his head in disbelief. "Sometimes, I wonder about you, Doctor."

A quiet chuckle. "I wonder about you quite frequently myself, Brigadier," the Doctor stated enigmatically. "But be that as it may, I think we should put that assumption of yours to the test."

"What?"

In complete shock, the Brigadier watched as the Doctor settled in more comfortably, supporting himself on his elbow, and reached up to lightly brush his fingers over Liz Shaw's temple. He ran them through soft, thick hair, then tucked a strand behind her ear.

"Doctor! Stop that at once."

"Why?" Smiling, the Doctor ran his knuckles along her cheekbone and down the side of her long neck. "She doesn't seem to mind."

"She's asleep!" The Brigadier was outraged, keeping his voice under control only to avoid waking the scientist. "It's immoral. Completely wrong. You can't go taking advantage of her like this."

The Doctor gave him a pitying look, adding a smile when the sleeping woman gave a contented sigh and shifted, her lips turning up a little at the corners.

"Look, Doctor, Time Lord or not, she'd have your hide for touching her while she's... unawares. And she'd be right to!" Struggling for calm, the Brigadier huffed. "I insist you stop at once."

"My good man, I'm hardly ravishing her in her sleep. Besides, she's a very light sleeper; she would wake up immediately if she felt any discomfort at what I'm doing."

"How could you possibly know that?"

Instead of an answer, the Doctor looked down the length of Liz's body, and reached out his left arm to place his hand on her knee, above the edge of her long black boot.

"Doctor!" A desperate hiss. "I insist you--"

"Stop at once, I know." The Doctor's hand slowly moved up, resting on a slender thigh. "She's so very warm, you know. I'm quite certain you think her cold, Brigadier, but right now, she's very warm indeed."

The Brigadier's eyes widened, staring in disbelief at the Doctor's hand where it rested on a stocking-clad thigh, silver ring glinting as it caught the light from a single oil lamp on the wall behind them. He opened his mouth to continue defending Miss Shaw's honour, but remained silent when she murmured something in her sleep, shifted towards the Doctor, and slid her right thigh over her left, trapping his hand between them rather close to the edge of her short skirt.

The Brigadier's lips went dry.

"So very warm indeed." There was a slight catch in the Doctor's voice.

The Brigadier stared at him, took in his darkened eyes and accelerated breathing, and felt his outrage slowly replaced by a pleasant heaviness in his lower regions. He tried desperately to regain his sense of indignation, but, try as he might, found that instead he wanted nothing more than to see what would happen next.

What did happen next had him drawing in a sharp breath. Liz Shaw shifted her upper thigh a little more, and the Doctor immediately took advantage and slid his hand higher, the tip of his thumb just under the seam of her skirt when her movement ceased.

"Doctor." The Brigadier swallowed hard, averting his eyes with great difficulty. "Please stop."

"I'd rather he didn't." A yawn. "If it's all the same to you, Brigadier."

Whipping back around, Lethbridge-Stewart found large green eyes gazing up at him with a merry twinkle. "Miss Shaw?" he squeaked.

"Hm," she agreed, and to his great shock, looked up at the smiling Doctor quite affectionately, raising her right thigh just far enough for him to move his hand up and clear out of the Brigadier's sight.

"Ah... I..." The Brigadier cleared his throat. "I suppose I should... What I mean to say is..." He moved as if to scramble down from atop the hay, but seemed unable to get anywhere. "I shall leave the two of you alone. Call me if there are any, um... developments, Doctor. I mean... You know what I mean. I shall be out the back. In the car."

"Must you, Brigadier?" the Doctor asked, blue eyes soft and inviting.

"Well, obviously I must! You and Miss Shaw here... Well, you appear to be better acquainted than I had thought, and..."

"It's amazing, isn't it, Doctor?" Liz chimed in, her voice a little husky. "He can bellow orders all day long, and yet he seems unable to finish the simplest sentence when it truly counts."

The Doctor chuckled. "Sadly, you're quite right, my dear."

"Doctor?" Lethbridge-Stewart looked more than a little befuddled. "What did you mean - must I?"

Liz sighed dramatically. "What he meant was..." She stretched a little, her legs once more alongside one another and the Doctor's hand stroking lightly up and down between her thighs. "You're more than welcome to join us."

Complete silence descended for at least two full minutes, during which Brigadier Lethbridge-Stewart went through an amazing range within the colour spectrum, all the while staring fixedly at the motion of that hand.

"Join you," he breathed.

"More than welcome, dear fellow." The Doctor's offer was made in a low, sincere tone of voice.

Another pause.

"Good heavens," the Brigadier finally whispered. "I... don't know what to say."

"Yes?" entreated the Doctor.

"Yes," demanded Liz.

The Brigadier looked from one to the other, wondering whether his eyes were as feverish as theirs and his skin as flushed. He certainly felt unseasonably warm under their combined gazes. "Yes," he said softly.

Liz purred delightedly, and the Brigadier frowned. "You weren't asleep to begin with, Miss Shaw."

"Liz. And no, I wasn't."

"And you knew?" This question to the Doctor, who chuckled.

"Indeed."

"You've planned this? Both of you." It was purely rhetorical. The Brigadier gave a snort. "A conspiracy."

"A seduction," the Doctor disagreed with a smirk.

"Is anyone else at all going to appear in this shed tonight? Human or otherwise?"

Laughter from the two conspirators. "I very sincerely hope not." The Doctor smiled broadly, and when the Brigadier's eyes met his, he winked. "I fear we staged the entire so-called case, Brigadier."

"You mean to say that my troops are camped out there for the night for no good reason?"

"I think it's an excellent reason, actually," the Doctor declared with mock outrage. "Besides, fresh air and a night off will do them good. You work them far too hard, my dear fellow."

The Brigadier gaped like a fish on dry land.

"Are you going to keep analysing?" Liz asked. "Or..." She reached for Lethbridge-Stewart's hand and placed it on her right thigh, inches from where the Doctor's rested on her left.

The Brigadier seemed to calm instantly as if pacified by the warmth of her flesh through her stocking. She left his hand there, stretching both her arms up above her head and smiling contentedly. The Brigadier looked down, mesmerized, as he began to gently slide his hand over her knee, and back up. Up. Until he reached the edge of her red wool skirt, which slipped obligingly upwards to reveal the top of her stockings.

The Doctor watched, being the one to have done the obliging with her skirt, as the Brigadier's hand moved up towards bare skin - a very narrow strip of bare, honey-toned flesh.

Liz sighed, looking up at the Brigadier pleadingly.

He still would not meet her eyes, clearly out of his depth. His hand was beautifully warm and dry, but far from steady. And it refused to slide down to her inner thigh.

She parted her legs further then, bending the right one at the knee so his hand had no choice but to move inwards.

He held it very still there, just staring down at it.

The Doctor decided to lead by example and, sliding the short wool skirt up far enough to reveal Liz's rose-coloured knickers, he moved his hand across the soft juncture of her hip and thigh, trailing his fingertips along the outer edge of rose silk.

Liz's breathing came quickly now, anticipation building. When the Doctor's fingertips moved under the silk and down, she gave an excited shiver.

The Brigadier drew in his bottom lip, staring fixedly at the movement of the Doctor's knuckles under the silk, bending and curling inwards, moving low enough to cause a sharp gasp to issue from Miss Shaw's lips.

"Liz is not just warm, Brigadier," the Doctor said softly, not ceasing his movements for a moment. "She's very, very..." He gave a husky chuckle. "Never mind. Let me show you." He withdrew his hand from Liz's knickers, to her annoyance, and raised it to the Brigadier's lips.

The Brigadier gasped, conveniently, and the Doctor rested his glistening fingertips on his bottom lip.

"Why don't you taste her?" the Doctor offered, pressing the sensitive flesh down a little.

Wide-eyed, the Brigadier closed his mouth over the Doctor's fingers and suckled ever so slightly.

Liz, her annoyance well and truly forgotten, stared up, supported on her elbows now for a better view. "Oh my God," she whispered.

Lethbridge-Stewart felt quite like the world had turned upside down. Wondering whether he had always found the Doctor's deep blue eyes this compelling, or been so desperate for a taste of this infuriating woman, he could only drift along. After all, he could be forgiven for letting himself be outmanoeuvred by two scientists. Unfair advantage and all that.

"Delicious, isn't she?" The Doctor's voice was low and soft.

Nodding dumbly, the Brigadier let the fingers slip from his mouth and stared down at Liz.

She looked up expectantly, with the softest smile - the kind that made her eyes sparkle like crystals. She looked like nothing so much as a mischievous pixie at that point.

The Brigadier let his eyes roam down her neck, her chest, her slender waist, and down to where the rose silk, clearly damp, beckoned. He shifted, leaned down, and rested his right hand over the gently curving mound of her sex.

Liz whimpered.

The Doctor watched, spellbound, as the Brigadier's fingers curled around the edge of Liz's knickers and moved them aside. His eyes widened in amazement when his friend leaned down and, without preamble, launched a full assault on the tender pink flesh.

Liz moaned out loud, fell back, and her left hand reached up, where the Doctor's own clasped and squeezed it. He knew how much she had wanted this. As much as he himself wanted certain things very desperately indeed. Later. For now, he took great delight in watching her come undone. Watching the Brigadier take her to pieces with each flicker of his tongue. His hold on her hand tightened, and he could have sworn he felt each spike in her arousal pass right through into him.

The Brigadier licked and teased Liz mercilessly, possibly in retaliation for her many biting remarks. Ah yes - biting. He bit her, too, but very tenderly, and was instantly rewarded with a further gush of honey. She really was quite delicious.

He felt gentle fingers against his cheek, and shifted slightly to the left. Then he realized the Doctor's fingers were moving under his chin, sliding slowly into Liz, back out again, and all the way in. They stayed still then, while her whimpers and spasms died down, before picking up their movement once more.

Liz wanted to watch what was being done to her, but she could barely focus, awash with sensations. She knew whose fingers were inside her; they were familiar. Experienced and untiring. The tongue against her most sensitive spot was completely unfamiliar, but it knew exactly how to drive her quite mad, combined with the tickling of that ever so proper moustache. Under any other circumstances, she might have giggled.

The Doctor withdrew his fingers, torturously slowly, to be sure the Brigadier knew he was doing so. He felt Liz try and clamp down on them but, with a smile, let them slide from her and down, underneath her, until he found the tiny, clenching opening not yet explored.

Liz inhaled sharply, so tight he nearly could not breach her. But when he did, he used one single finger - wet with her own fluids - and slid it all the way inside very slowly.

The Brigadier was vaguely aware of it all and shifted his own fingers down, parting Liz's pink folds to lick a long swipe upwards, gathering as much of her sweetness as he could. Her every whimper and moan made him harder, but he could wait. He wanted to see her lose her perfect composure. Her deep, drawn-out moan when he licked deep inside her continued on and on, and when his fingers pushed in underneath his tongue, the back of his hand brushing the palm of the Doctor's, she shuddered hard, clenching on two sets of fingers as she came apart.

When Liz was once more lucid, blinking up at the two men leaning over her, she smiled. "Aren't I the lucky one?" she murmured languidly.

"You and the Brigadier here both," the Doctor declared, tilting his head in the other man's direction. He reached out to brush the tip of his index finger along the damp moustache, joining the Brigadier in a soft chuckle at the comparative silliness of the situation. But then he leaned forwards, arguably to take back Liz's taste from the Brigadier's lips. That would be his story if asked, anyhow, but to his surprise, the Brigadier did not resist his kiss. In fact, he met him halfway.

Alastair Lethbridge-Stewart had not kissed another man since the military academy. And even that had barely qualified as a kiss. It had in fact been a rather awkward experiment, to say the least. Or so he thought now, because it had certainly borne no relation to this. The Doctor's lips were surprisingly soft, and his tongue might as well have flickered over his by now painful arousal for the effect its shenanigans had on him. He heard himself groaning, felt a strong hand around the nape of his neck, holding him close, preventing him from breaking the kiss - as if he had any intention to. He was utterly lost in the Doctor's taste - so alien, for lack of a better term, and yet somehow familiar; as if he had tasted his breath many times, stood unnaturally close to him so often. Perhaps he had.

His thoughts scattered in all directions when a slender hand cupped his arousal through his trousers, squeezed, pressed down and rubbed, all of it through cotton much too thick to be any good for this sort of thing.

The Doctor allowed him a few moments respite, shifting his kiss to his cheek, his jaw, the side of his neck. He whispered something against his skin. "Do you want Liz to release you, my dear?"

"Yes," the Brigadier gasped, his request fulfilled immediately. His buttons were undone, and the teasing hand moved right inside his undergarments, hurried and eager, grasping him tightly. He shivered, would have fallen had he not been on his knees already and steadied by the Doctor's arm around his waist. Then he was being stripped of his belt, and his trousers were pushed down past his hips.

The Doctor's lips met his own again, while his fingers slowly working their way down the Brigadier's shirt buttons.

Liz's hand was tight around him, and he was glad of it. He wanted this to last as long as possible. What he had not anticipated was that the Doctor might begin to aid her. He groaned deep in his chest when a second hand moved down, below hers, and squeezed.

"Very..." he gasped, pulling back from the kiss. "Unfair."

"Quite the contrary," the Doctor argued, smiling at him, his eyes soft and unfocused with arousal. "All's fair in love and war, I believe." And his hands gave the firm sphere another squeeze, just as Liz's nails caught slightly on an upstroke.

The Brigadier's eyes shut tight, his mouth falling open on a gasp. He vaguely heard the Doctor's voice, as if far in the distance.

"Now, Liz."

And soft lips slipped over him and down his length, sucking hard enough for him to feel fluid seeping from him. The sensation was too much, and with a groan, he spilled himself into the welcoming warmth.

The Doctor watched him, wanted to watch Liz drinking of him, but could not take his eyes from the Brigadier's rapt face; dark eyes soft and heavy-lidded, stiff upper lip and full lower lip parted and gasping. "Beautiful," he murmured.

The Brigadier heard it just as he came back to himself, knew it had referred to him when he saw the Doctor's eyes intense on him. "Thank you," he whispered, spots of colour high on his cheeks.

"Don't mention it." Equally softly.

Liz sat back on her haunches, watching them with a smile. On one hand, she'd be quite happy if from here on in, she could merely watch them together; it was something she'd been dreaming about for some time. On the other... "Doctor?" she asked.

"Yes, Liz?" He tore his eyes from the Brigadier's and smiled at her.

"It would be only fair if you had a taste of our Brigadier here yourself, you know."

A twitch of a smile on the Brigadier's face at her use of the word 'our'. "Miss... Liz, it might be a little while before that will be possible."

"Not at all, my dear fellow." The Doctor smiled at him and reached out to Liz, who scrambled forward until she was nearly on his lap. He pulled her up close and kissed her, delving deeply into her mouth.

It was the Brigadier's turn to watch with both delight and envy. Eventually, he reached out and stroked over Liz's hair, letting his fingers run through the thick, glossy tendrils. He brushed it back from the side of her neck, and while she was still kissing the Doctor, he leaned forward to nuzzle the smooth skin there.

She moaned into the Doctor's mouth, her right hand cupping the back of the Brigadier's head, her left the Doctor's. Their arms were around her, the heat of them both along her front and side. She could think of nowhere she would rather be.

The Doctor broke the kiss only when he was distracted by a hand sliding under his jacket and around to the small of his back, where it fisted in the crisp white cotton, about to draw it up out of his waistband. He watched the Brigadier raise his head from Liz's neck and smiled at him.

"Well, I appear to be the only one who is very nearly without a stitch on his body," the Brigadier said by way of an explanation.

Liz giggled.

"Well, I'm sure both Liz and I are perfectly happy to divest ourselves of our stitches, Brig-- Oh for heaven's sake, can't we call you Alastair?"

The Brigadier smirked. "Of course you can."

"Why thank you," Liz said, laughter still bubbling up. "It will all feel a lot less like a potential court-martial offence."

Both the Doctor and the Brigadier chuckled at this.

"Well, now that we're all properly introduced..." The Doctor grinned. "I believe you were about to undress me, Alastair?"

"I was indeed." He grasped the lapels of the black velvet jacket and pushed it back off the Doctor's broad shoulders, letting it slide down to the hay. Then he meticulously undid the black necktie and frilled collar of the shirt, finding that there was only smooth, bronzed skin underneath. He pulled the white cotton up and unbuttoned it all the way, to slide that off the Doctor as well. Then he sat quietly for a moment, one hand on the Doctor's thigh, the other resting on his chest, somewhere between the two hearts.

"You may do as you like, you know," the Doctor encouraged.

Alastair chuckled. "The problem being that I'm not altogether sure what to do. I'm not exactly accustomed to this sort of thing. But..."

"But?"

Dark grey eyes were raised to meet the Doctor's. "Well, you always do accuse me of rushing in. Guns blazing, so to speak. Why break with old habits?" He leaned forward, pressing his lips to the Doctor's collarbone, his fingers splayed on his chest, while he fumbled with the closure of soft black velvet trousers.

Liz wondered whether to help, but the Doctor's own hand immediately joined Alastair's, and they struggled their way inside until both hands stilled entirely. Somewhat breathlessly, she watched the Doctor's hand atop Alastair's, their combined grip beginning to rub and stroke at a slowly increasing pace.

She couldn't see a thing, to her frustration. Alastair's lips were doing who knew what to the Doctor's chest - judging by the reaction, it was a similar magic to what had happened to her earlier. Alastair's half-naked body - as fine as it was - and the two men's hands were blocking her view entirely. She sighed, then scrambled up behind the Doctor's back and wrapped her arms around his naked torso.

He covered them with his own arm, the other still busy, but the new position had him leaning back into her a little, changing their angle.

Liz smirked triumphantly, initiative rewarded, and rested her chin on his right shoulder. She reached down with one hand and pushed at the soft velvet of his trousers, sliding them halfway down the Doctor's slim hips. In the process, she managed to fumble underneath Alastair's open shirt a little as well, causing a gasp, and he sat back, panting. "Continue," she said huskily.

"Yes, please do, Alastair," the Doctor pleaded, his own hand sliding from atop the Brigadier's to support himself better.

"Well, I've no earthly idea what I'm doing, but I'll certainly give it my best," Alastair said, his mouth twitching upwards on one side before he leaned down and lowered his mouth over the Doctor's arousal.

Liz now had a fantastic vantage point. Not only could she see everything, but she could hear the Doctor's rasping breath and felt his two hearts thudding in his chest, under the palms of her hands. "He has a vicious tongue, doesn't he?" she whispered into the Doctor's ear before nipping at it.

He groaned some kind of agreement, not taking his eyes off the very focused attention given to him by that most sensuous of mouths. He watched himself sliding in and out over Alastair's naturally pouting bottom lip, felt the man's tongue work at him so beautifully with no prior experience, but the thing which eventually undid him was when the shadows of Alastair's long lashes on his cheeks lifted, and deep grey eyes looked up at him, damp and feverish. "Take care," he managed to warn, but he was already flooding the man's mouth.

The Brigadier, true to his word, did his best, swallowing convulsively, changing his angle to avoid suffocation, but trickles ended up running down his chin after all.

Liz was pressed hard against the Doctor's back, holding him tight while he tensed up with a low groan, and then slowly relaxed back into her embrace. "I've never seen anything more exciting," she said softly. "Good heavens, the two of you!"

Alastair sat back, smiling bashfully. "Praise from Miss Liz Shaw - what a rare pleasure."

"Not the only one." She smiled in return.

"Most definitely not." He looked at the Doctor, who was only just coming back to himself.

"These two hearts of mine might come in handy," a very drained Time Lord murmured languidly. "In case the both of you should make one of them give out."

"Hm... One heart each." The Brigadier smiled. "Rather romantic, isn't it?"

The Doctor looked at him tenderly, reached out to draw him close, then did the same with Liz, before letting himself fall back, taking them both along.

They laughed, but then, for some minutes, simply rested in the Doctor's arms. In the silence, they could hear the sounds of the wind as it caught under the roof of the shed. Crickets chirped in the field outside.

"On the eleventh planet in the Astreides constellation, it is permanently late summer," the Doctor murmured. "Nothing gets done there."

The Brigadier smirked against his shoulder. "Not much is getting done here, either."

"It's not as if we were finished already," Liz challenged.

The Brigadier raised his head reluctantly. "Oh?" he asked across the Doctor's chest.

It was the Doctor's turn to chuckle. "I should warn you, my dear Alastair, that Liz here is quite insatiable."

"Is she really?"

"She certainly is," Liz replied for herself. She scrambled about a little, struggling with her clothing, and threw her right leg over the Doctor's middle to sit across his partially bare hips. She still wore all her clothes. Except for her knickers.

"I say," the Brigadier stated.

The Doctor smiled at him, then up at her, resting his hands on her hips, pushing her wool shirt up until he could reach bare skin. "Give me a moment, my dear."

"Hm." She smiled, flexing her hips back and forth slowly, in the process rubbing her dampness over the Doctor's already half hard erection. "I want to do this with both of you."

"You'll get no argument from either of us there, Liz," the Doctor murmured huskily, her wet heat working its magic on him very quickly indeed. "You've been getting rather excited, haven't you?" he breathed.

She smiled. "Do you blame me?"

"Not in the least."

The Brigadier leaned on his right arm and shifted closer. "Well then..." he began. "How can we arrange for you to do this with both of us?"

She grinned at him. "I have it all worked out."

"Do you indeed?" He chuckled.

"Liz is very thorough. She has quite probably drawn a map."

Laughing harder, the Brigadier looked down at the Doctor. "I should like to see that!"

"Next time," said Liz, letting the invitation hover in the air.

The Brigadier looked back and forth between them. "Yes," he said slowly. "Next time." He kneeled and reached for the bottom of her red jumper. "For now, I think it high time we got you out of more of your gear too."

She didn't still her gentle rocking motion atop the Doctor's hips while being relieved of her top, but it became distinctly more bumpy when appreciative eyes roamed over her chest, and steady fingers slipped under her bra straps to slide them slowly down her shoulders. Lips followed in their wake, and she all but purred again.

The Doctor watched with a smile as the Brigadier reached around Liz's waist to the closure of her bra, but instead of snapping it open, drew her forward to plant kisses on the gentle swells of her small, firm breasts, pushing the rose silk down with his chin as he went.

Liz was breathing heavily by the time he revealed a nipple this way and began to tongue it. Her hands were at her back, pushing his aside to unsnap her bra herself, having grown impatient.

He flung the material aside when it came off in his hands and cupped her breasts gently, switching his attention back and forth between them, licking and then circling the delicate, moist flesh of her nipples with the pads of his fingers until Liz was whimpering.

"Please," she begged, her hips snapping forward involuntarily.

The Doctor groaned, drawing her attention as well as the Brigadier's. "Quite ready now," he gasped.

"Aren't we all," the Brigadier agreed with a smirk down at him. He moved his hands down Liz's torso, placed them on her waist, and raised her up.

She allowed him to manoeuvre her into place over the Doctor's hardness, feeling its impressive length bumping against her. She was about to reach down to guide it inside her, but the Brigadier had moved his own right hand down to grasp it, wrapping his arm around Liz's waist to hold her steady while he guided her down.

"Goodness, Alastair!" the Doctor breathed as he glided from the relative smoothness of the Brigadier's palm into the even smoother sheath of Liz, without pause.

Liz was panting, so wet that she was filled in an instant. She arched her back, rocking forward to feel the Doctor at her most sensitive spot, then back again to feel him as deep as he could go. Then her movement sped up, slowing only occasionally when the Doctor's hands on her hips stilled her for a breather.

Alastair watched, aroused by the spectacle beyond endurance. His hand had not moved far away, resting on the Doctor's flat belly, feeling every muscle spasm under his palm. He stroked softly, letting his middle finger, as if by chance, brush against the spot where Liz and the Doctor were joined, smirking with some degree of self-satisfaction when both moaned and stilled entirely.

"You..." the Doctor gasped. "Are an awful tease, Alastair." The look he gave the man was one of indulgence and affection, rather than annoyance.

"Just making myself useful." The Brigadier smiled.

"I know of another way to do that," Liz breathed, rocking steadily now, knowing the Doctor would not last much longer.

"I'm all ears."

She would have laughed, had she not been so beautifully distracted. "All mouth, I should say."

He leaned in with a smile. "I take your hint." And then he kissed her, playing merry hell with her rhythm for the duration.

Liz gave herself up to the kiss, his tongue stirring inside her almost in sync with the Doctor's hardness. But when she felt the first signs of this coming to an end, she pulled back and stilled entirely.

"Liz!" the Doctor wailed, panting hard.

She laughed huskily, and with a wink at a similarly perplexed Brigadier, she lifted up and moved backwards on her hands and knees.

Both men watched her in amazement as she licked her lips, bent her head down, and took the glistening erection - covered in her own juices - in her mouth.

"Good grief!" the Doctor panted, blue eyes wide.

The Brigadier gasped like a fish, watching her kiss-swollen lips descend down the considerable length much further than he would have thought possible. Eventually, he realized she was wriggling her raised behind to get his attention and, without delay, he moved behind her, flipped up her short skirt, and cupped the cheeks of her small bottom in the palms of his hand.

She moaned around the Doctor, nearly bit down when her wet opening was parted wide with the pads of two thumbs. She fought the reflex, looked up. Her eyes met the Doctor's, as dark as her own, and then hers widened almost comically when she was entered in one swift, perfectly angled stroke.

With a sigh of pleasure, Alastair sank into her. He considered simply remaining motionless until the sneaky little thing would give the Doctor his release, but found it near impossible. She was so very wet and hot, her muscles massaging him on every in-stroke. It also occurred to him that it would be very nice indeed if they could all find their release together this time.

So he continued to slide in and out, listening carefully to the way the Doctor's breathing changed. When he heard a sharp inhale, and Liz sped up her mouth on the erection he knew had to be throbbing by then, he too increased his pounding, holding Liz very still by the hips so as not to upset her rhythm this time. And it worked.

The Doctor groaned out loud, his eyes squinting shut, and Liz clenched around Alastair spasmodically, pushing him over the edge as well with a groan of his own.

They froze like that until they could all breathe again, and then, sated but hideously sticky, collapsed in a heap.

The Brigadier, unsurprisingly, found his voice again first, muttering against the Doctor's collarbone. "We shall end up being found like this, you know. Glued together. How undignified." He sniggered.

Liz giggled helplessly.

"We'll just say we were fostering better relations between UNIT and the scientific community." The Doctor joined in their mirth, his arms tightening around them both. "I rather think the meeting was a success."

"Oh no," Alastair declared with utter seriousness. "There are still so many points to cover." He leaned his chin on the Doctor's chest and let his eyes roam between his seducers. "And I for one think that perhaps we should attend to the matter on one of those peculiar planets of yours, Doctor. As far away from UNIT headquarters as possible."

"I'm sure we can find a planet simply made for the purpose, my dears."

"Suits me," chimed in Liz.

The Brigadier nodded his approval, and finally settled in for that nap, unaware of being smiled down upon tenderly.