Author's Note: This stems originally from a tumblr prompt asking for Gail/Holly going down on Gail/Holly for the first time. I decided to expand it to this... Read and Enjoy!

"I want to." Gail murmured softly, crossing her arms over her chest as she glanced away from Holly's knowledgeable eyes to focus on the television screen playing in the background. "I just don't know what to do."

Holly's narrowed her eyes, focusing on Gail's face as she attempted to understand the woman's random words. "I don't even know what you're talking about right now Gail." She said with a quizzical expression covering her face. "Other than I'm pretty sure you're not speaking about what's going on in the show – because, given that it's Criminal Minds, I'd rather hope you would know what to do."

"I'm not talking about Criminal Minds." Gail huffed out in reply, pursing her lips as she glanced sideways into Holly's soft brown eyes. "Sex Holly, I'm talking about sex."

"Oh." Holly said, swallowing hard as various images of Gail's body – naked and in multiple different stages of undress – appeared in front of her eyes. "What don't you know how to do? You've had sex before, I know you have, you complained about it to me for an hour just the other month."

"The other month I wasn't thinking about having sex with you." Gail answered with a shrug of her shoulders and a soft smile on her lips. The smile disappeared quickly as she opened her mouth to continue speaking. "I don't know what to do with you."

"It's not that different." Holly replied with a smile, turning on the couch to face Gail properly, ignoring the television screen in favour of watching the emotions fluttering across Gail's face. "It's just sex."

"That's the thing though." Gail murmured cocking her head to the side as she ran her eyes across Holly's face. "It isn't just sex, not with you, I don't want it to be 'just sex' I want it to be more."

Holly nodded her head slowly in understanding as she shuffled closer to Gail on the couch. "You shouldn't put any expectations on this, it can just be – organic you know."

"But I don't know what to do." Gail huffed angrily, clenching her hands into fists as she pushed her back against the arm of the couch. "Like, I know what to do with men – that's easy – but with women? I don't know what to do."

"Oh!" Holly exclaimed her eyes widening as she finally understood Gail's problem. "It's not that different to a guy really."

"Holly, if it's not that different to a guy then I think you need to go back to medical school because they forgot to teach you some pretty important anatomy lessons." Gail muttered, biting down on her bottom lip as she watched a smile spread across Holly's lips, her heart jumping in her chest at the sight of it.

The dark haired woman rolled her eyes affectionately, scooting forward towards Gail until her knee pressed against the woman's shin, their bodies facing one another on the couch the television utterly forgotten. "There are anatomical differences, many of them, perhaps one day I'll list them for you?" Holly joked curling her fingers around Gail's wrists in order to tug the woman's hands into her lap. "There's no big secret to sex with a woman Gail, you just… have sex. You touch one another, use your fingers and your mouth if you want, you do the things that feel nice. There's no big secret or technique to it. It's just natural."

Gail's cheeks flushed a light shade of pink as her jaw clenched tightly, the woman's icy blue eye flickering between Holly's soft brown orbs to the woman's red lips. "But what if I'm no good at it?" She asked softly, her voice crackling as she stared at Holly's chin in order to avoid the woman's eyes. "What if I don't know what to do when I'm down there?"

"Do you want me to show you?" Holly husked, her voice low and rough as she leaned in to place her lips against Gail's jaw, peppering kisses against the woman's skin soothingly. "You don't have to do anything to me, but I can show you what it's like to have sex with a woman, I can show you what you should do."

"I…" Gail swallowed hard, tilting her head backwards in order to expose the skin of her throat to Holly's soft nips and short kisses. "I think that's a good idea."

"Good." Holly answered, squeezing Gail's hands between her fingers before shifting backwards on the couch. "Upstairs, we've not doing this down here, not the first time."

The blonde haired woman allowed Holly to pull her off the couch, tangle their fingers together as she pressed the 'off' button on the television remote before tugging Gail towards the stairs. They walked together, Holly's footsteps confident on the wooden floor, her hand soft and warm between Gail's fingers. Holly led the way up the stairs towards the master bedroom, squeezing Gail's hand reassuringly as she opened the door to her bedroom, hauling Gail into the open space before kicking the door closed afterwards.

"We don't have to do anything if you're not ready." Holly murmured softly, disentangling her fingers from Gail's hands to cradle the woman's face in her palms, thumbs stroking across the surface of the woman's skin. "We can just go to bed, watch a movie or something?"

"No," Gail shook her head breathing in deeply as she lifted her eyes from the floor to meet Holly's anxious gaze. "I want to do this, I'm just nervous. I don't want to mess up with you Hols."

"You're not going to mess up." Holly murmured in reply, leaning down to place her lips tenderly against Gail's mouth, kissing the woman slowly and deeply. "The only way to mess this up is to lie to me; I promise I don't mind stopping right now, changing into pyjamas with you and just going to sleep. Whatever you're ready for Gail."

"I'm ready for you." Gail declared softly, her voice cracking with emotion as she wrapped her arms around Holly's shoulders, sliding her fingers into the woman's long brown hair in order to tug her into a deep kiss. Gail's tongue brushed against Holly's bottom lip, tasting the flavour of the woman's lip balm before probing against the seam of her lips, pushing against the seal. "I'm ready for this."

Holly breathed in deeply, drawing in air through her nose before leaning in to reconnect their lips, pushing her tongue along the folds of Gail's mouth. Gail parted her lips slowly, her eyes fluttering closed as she fell into the kiss, sliding deeper into Holly's body as their tongues slid along one another. Holly flicked her tongue over the tip of Gail's tongue, teasing the sensitive flesh before swirling around her mouth, running along the woman's teeth and then stroking her top lip. Holly's fingers traced the defined structure of Gail's jaw, sliding backwards into the soft locks of blonde hair, scratching her nails across Gail's scalp as she tugged her mouth into a deeper kiss.

Together they walked towards Holly's bed – the older woman pushing Gail backwards, guiding her movements until the mattress pushed into the back of Gail's knees sending her toppling backwards, pulling Holly down on top of her body. "Hey," Gail grinned softly, smirking at the older woman as she ran her eyes down the length of Holly's body. "I didn't expect to see you here."

Holly huffed out a soft laugh, rolling her eyes as she bent her head to pepper kisses across Gail's cheeks, skirting along the edge of her jaw before sliding down the tendon straining in the side of her neck. "It's nice to see you Officer," Holly husked in reply, flicking the tip of her tongue across Gail's throbbing pulse point. "Can I do something for you?"

"Yes." Gail answered her back bowing upwards to press against Holly's body as her neck arched backwards. "Keep kissing me."

"I never want to stop." Holly murmured as she worked her teeth against the side of Gail's throat, enjoying the sensation of the woman's pulse throbbing under her tongue and the sound of the short gasps leaving Gail's mouth. "See, organic."

The blonde haired woman hummed in reply, her fingernails digging into the skin of Holly's shoulders, scraping across the top of her back before sliding into her hair. "Holly," Gail groaned softly, her voice breaking as she spoke. "Kiss me."

"Always," Holly answered immediately, shifting up Gail's body to place a tender kiss against the woman's mouth, sliding her tongue between her lips to caress Gail's tongue. They moved together seamlessly, tangled together in ever shifting patterns that involved Gail's tongue slipping across Holly's front teeth and Holly's teeth nipping the plump flesh of Gail's lower lip.

Holly braced one hand on the bed beside Gail's shoulder, her mouth continuing to kiss Gail's lips, her free hand sliding down the woman's chest to the hemline of the small black tank top clinging to the woman's torso. "Is this all right?" She asked softly, nipping Gail's bottom lip with her teeth as she curled her fingers under the edge of the fabric. "Can I take it off?"

Gail's answer came in the form of a breathy exhalation of air, "Yes."

Dark brown eyes gleamed brightly, pupils widening as they traced down the curve of Gail's throat to the throbbing pulse in her neck before skirting across the woman's chest, watching as her breasts rose up and down through the concealing fabric of her tank top. Holly swallowed hard – her heart shuddered in her chest at the sight of her fingers curled underneath the fabric of Gail's shirt – her light olive skin tone contrasting beautifully with the pale white expanse of Gail's skin. "You're beautiful," Holly sighed, dropping kisses across Gail's collarbones as she shifted her hand to tug the tank top upwards.

"You haven't even got my shirt off yet." Gail hummed in reply, shaking her head affectionately.

"I've seen you without your shirt before," Holly fired back in answer as she shuffled down Gail's torso, nipping at her skin through her shirt as she pushed the fabric upwards to reveal the woman's stomach to her inquiring eyes. "And I know you're fucking gorgeous."

Gail shuddered, a thrill running up her spine as she allowed Holly's words to slide through her mind, warmth settling in the pit of her stomach. "Get on with it Nerd."

"Patience is a virtue." Holly smirked, licking her lips as she bent her head to place her mouth against Gail's abdomen, feeling the woman draw in a deep breath as she ran her tongue across the prominent ridge of her hipbone.

"It's not one I possess." Gail answered with a growl, curling her hand around the back of Holly's head as she watched the woman bathe her stomach with short kisses and long licks. The tank top sat pushed up to the underside of Gail's breasts, Holly's fingers tracing the contours of the woman's abdominal muscles, scraping across the definition before skirting along her ribcage.

"If I'd known a Police Officer would look this sexy in my bed I would have dated one a long time ago." Holly marvelled quietly, tilting her head to the side to run her tongue upwards across Gail's abdomen, dipping her tongue into the woman's bellybutton before nipping at the edge of her bra. "Fuck me Gail."

"After you've fucked me," Gail answered breathlessly, tugging Holly upwards to deliver a sharp kiss to the woman's lips, plundering her mouth with a needy tongue as her hips rocked upwards against Holly's stomach. "Please."

Holly smirked, humming quietly in the back of her throat as if in thought before gripping the sides of Gail's tank top tugging it upwards roughly. "Only because you asked nicely," She murmured as she threw the top backwards onto the floor before descending to kiss the newly exposed skin.

Gail moaned loudly, arching her back upwards into Holly's mouth, grunting when the woman's teeth closed around her collarbone and bit down hard.

The dark haired woman smirked against Gail's pale skin, running a series of kisses down through the valley between Gail's breasts as she traced the edge of the woman's bra with her fingertips.

"Take it off." Gail demanded roughly, lifting her back off the bed, her actions pleading and desperate.

Holly slipped her hands underneath Gail's back, stroking along the fabric of her bra straps in order to flick the clasp undone before easing the fabric away from Gail's beck, revealing a pair of pink nipple capped breasts to her hungry eyes. "Fuck," Holly breathed out, her teeth digging down into her bottom lip as she drank in the sight of Gail's breasts. "You're gorgeous, absolutely fucking gorgeous."

The dark haired woman bent her head to capture a nipple between her lips, sucking on the bud lightly as she swirled her tongue around the tip. The woman's left hand curled around Gail's free palm, her palm pressing against the tight bud of her nipple, rubbing it lightly as her finger squeezed and kneaded at the woman's breast prompting soft moans to fall from Gail's mouth. Holly bit down lightly on Gail's nipple, tugging on the hard bud as she pinched the other one between her fingers and twisted lightly listening to the pitch of Gail's moans change in response to her actions. "Holly," Gail moaned loudly, biting down on her bottom lip as she scraped her fingernails through the woman's thick brown hair. "Please, I… I need more."

Holly moaned at those words, her eyelids fluttering closed as her teeth dug down hard into Gail's flesh. The words slid down her nerves, settling in the pit of her stomach to flutter like a family of butterflies. The dark haired woman scratched her fingers down the length of Gail's abdomen, feeling the muscles clench underneath her fingertips as she curled her fingers around the waistband of Gail's light grey shorts. "Can I take these off?" Holly asked her voice a deep husk filled with soft arousal as she spoke into the skin of Gail's breast.

The words faltered in Gail's mouth but she nodded her head regardless, lifting her hips off the bed pleadingly to encourage Holly's movements in divesting her body of the garment.

Holly's nostrils flared as Gail's bare skin appeared from underneath the grey shorts, her eyes darkening as she took in the way that Gail's pale skin extended down her thighs, across her hipbones and between her legs. "Fuck," The older woman moaned, biting down on her bottom lip at the sight. "If I'd known you were commando under here these would have been taken off a lot earlier."

"Where would the fun be in that?" Gail asked with a smirk covering her lips, her eyes glued to the way that Holly's eyes travelled across her skin, flowing down the contours of her legs before fluttering across her hipbones and then finally letting between her legs. "Like what you see?"

"Always," Holly answered truthfully, licking her lips as she bent her head down, flicking her tongue against the prominent ridge of Gail's hip. "Is this all right?"

Gail stared down between her thighs for a minute, focusing on the tender look of Holly's eyes and the softness of the woman's tongue tracing her hip before blowing out a long breath and nodding her head. "Yes."

Holly smiled reassuringly, reaching out with her left hand to curl her fingers around Gail's hand, squeezing gently as she ran her tongue down the length of the woman's strong thigh. Holly traced the tensing muscle, following the lines of tension down to the back of the woman's knee before digging her teeth into the tender flesh, sucking lightly to the sound of Gail's moan. Holly switched thighs, treating the other leg to the same pattern of tender licks, soft nibble and sharp nips with her teeth, working her way to the juncture of Gail's thighs, settling between the woman's legs.

"You're so beautiful Gail," Holly whispered softly, peering up the length of the blonde haired woman's body, watching the way that her chest heaved as she breathed in deeply. "I can't wait to taste you."

Gail shuddered at those words, feeling them bubble up between her legs, throbbing at the tip of her clit as Holly's soft puffs of air fluttered over her pussy. "Holly," Gail whined softly, reaching down to tangle her fingers through Holly's hair, cradling the back of the woman's head in her hands. "Touch me. Lick me. Do something."

Holly bit down sharply on Gail's thigh, moaning around her skin as she squeezed Gail's hipbone before working her mouth up to the edge of the woman's pubic bone. Holly licked across the bare skin, delighting in the soft scent that radiated up into her nose, sliding her tongue down towards Gail's bare lips. The dark haired woman pressed her palms over Gail's hipbones, gripping the woman's body tightly, pressing her down into the mattress as she slipped down to rest fully between her legs. Holly's tongue slid forward, pressing between the swollen lips of Gail's pussy, sliding upwards to run the flat of her tongue over Gail's clit.

Gail shuddered at the first touch of Holly's tongue against her clit – a spark of pleasure bursting from the sensitive bundle of nerves to throb in the pit of her stomach. "Fuck," A groan erupted out of the woman's throat, her fingers clenching into fists in Holly's hair as she pressed the woman's mouth tighter against her crotch. "Harder."

Dark eyes glistened knowingly as Holly peered upwards along the contours of Gail's body, between her breasts, to meet a pair of icy blue eyes. Holly's tongue flicked faster, the tip pressing against the top of Gail's clit, fluttering from side to side to swipe over the pert nub. Holly's fingers dug into the sensitive skin of Gail's hips nail impressions dug into the woman's skin as she scraped the tips of her teeth over the bud. Moans fell from Gail's mouth in an unrestrained series of pants intermixed with desperate gasps as the woman rocked her hips into the motions of Holly's mouth, following her tongue in its swirling patterns.

"Fuck, you're good." Gail murmured, biting down on her bottom lip as she looked down between her thighs.

Holly laughed around Gail's clit, pressing the flat of her tongue over the nub, the sound reverberating through Gail's nerve endings lifting her hips off the bed to thrust into Holly's mouth. Holly sucked leisurely at the sensitive flesh, working the bud between her teeth, rolling it around her tongue before lathering it from side to side.

"You taste amazing." The woman confessed, pulling away from Gail's pussy in order to run her lips across her pubic bone, nipping at the tender flesh as she brushed her fingers across the swollen lips of Gail's pussy. "And you're drenched."

"There's a beautiful woman between my thighs, what else do you expect?" Gail asked with a raised eyebrow and a soft smile, lifting her hips to brush against Holly's fingers.

The dark haired woman smirked, licking her lips, moaning at the taste of Gail's wetness on the tip of her tongue as she pressed her fingers between the woman's swollen lips. "I love you Gail." She murmured softly, bending her head to reattach her mouth to Gail's clit as she pushed her fingers between her lips to circle her entrance teasingly.

"Please." Gail whined, arching her back desperately, pushing her hips into Holly's ministrations.

Holly chuckled swiping her tongue across the length of Gail's pussy, probing between her lips to feel the fluttering muscles of her entrance on the tip of her tongue before moving to swirl around the woman's sensitive clit again. Holly repeated the pattern numerous times, pushing her tongue inside Gail's body slightly, wiggling it inside the woman before running it upwards to flick over her clit. Holly repeated the pattern until Gail's fingernails dug into her scalp and her hips pressed upwards forcefully as pleading words fell from the blonde haired woman's lips in a messy babble of need.

Then Holly pressed two fingers against the entrance of Gail's cunt, pushed them inside slowly, feeling her walls flutter around her fingers grabbing at them before pulling out. Holly kept the thrusts shallow and in time to the licks of her tongue, working Gail's body upwards in a frenzy of need and desire.

"Holly," Gail groaned desperately working her hips against the woman's face and fingers, pushing against her shallow thrusts. "Deeper please, I need more."

"Only because you asked so nicely," Holly said with a smirk, closing her teeth around Gail's clit as she pushed her fingers inside the woman's body, thrusting until the heel of her hand pressed against her chin.

Pale blue eyes widened as pleasure rippled throughout the woman's nerve endings, her hands clutching at Holly's head as she followed the gentle pace of the woman's thrusts with the rock of her hips. Holly increased the speed slowly, keeping the same rocking motion of her fingers, curling them inside Gail's body to scrap along her walls as she pulled out before straightening them to push in harder and faster.

"Kiss me." Gail pleaded, tugging on the fine strands of hair held between her fingers. "Please, kiss me."

Holly's eyes fluttered across Gail's body, taking in the sight of her stomach clenching, muscles rippling underneath her skin as her chest heaved up and down taking in large gulps of air. Holly sucked hard on the bundle of nerves between her lips, lashing her tongue against the bud before shifting her body upwards along the length of Gail's slender frame, licking at her skin. Holly's teeth nibbled at the valley between Gail's breasts, her tongue skirted along the rise of the woman's throat before her mouth pressed lightly to her lips swallowing the moan that bubbled up her throat.

Gail's fingernails scratched down Holly's back, scraping across the ridges of her spine as she clutched the older woman close to her chest. Holly rubbed her thumb lightly back and forth against Gail's clit as she crooked her fingers inside the other woman. "Come for me Gail." Holly instructed her voice soft and tender as she coaxed the orgasm out of Gail's body.

It began as a tremor in her thighs before spreading to her stomach in an array of fluttering muscles and long drawn out moans. Gail's pussy clamped down around Holly's fingers, squeezing them tightly as her fingers dug into the skin of the woman's back. A half gasped moan tore out of Gail's throat, her head tipped back as her back arched upwards – hips thrusting into the air.

Holly curled her fingers inside Gail's pussy, rubbing gently to bring the woman down from the edge of her orgasm as she peppered kisses across her face. "And that," She murmured with a smirk on her lips and a smile in her eyes, "Is how you make love to a woman."

Gail huffed out a soft laugh, her chest moving up and down rapidly, her arms curled around Holly's shoulders. "Give me an hour and I'll put my lesson into practise." She murmured with a smile.

"I can't wait." Holly answered, kissing Gail's lips softly as she pulled the woman into the protective embrace of her arms.

"I love you too." Gail whispered softly into the crook of Holly's neck, her lips brushing over the soft skin as her eyelids fluttered closed.