It was a hot summer day at Beacon Academy. Most of the students were out trying to keep cool and enjoying their Summer. One student on the other hand did not know the meaning of relaxing as grunts and heavy breathing could be heard from the Academy's gym.

Inside a member of Team NOIR worked her body to the limit. Ainsley was doing pull-ups making sure that her onlooker had a show. Weiss stared at the tall woman's glistening abs trying not to show the excitement beginning to burn between her legs. She had never found herself in this situation before. She felt both confused and delighted at the scene playing out before her. She had only been dating Ainsley for a couple weeks and thought that these feelings were very unladylike. She was a proper heiress and she should be able to behave like one no matter the circumstance.

While Weiss was in deep thought over her own feelings Ainsley had finished up her pull-up set and was now making her way towards the distracted girl.

"Hey Princess!" Weiss snapped out of her thoughts staring into the older woman's one grey-blue eye.

"Do you mind?!" Weiss sputtered acknowledging how close her girlfriend was. "You reek of sweat! I will not go anywhere with you until you shower!" She crossed her arms challenging her to object.

Ainsley just shrugged swaggering toward the showers. A deep blush formed on Weiss's face realizing that she had been staring and the sweaty woman had noticed.

After showering Ainsley and Weiss went back to the dorm to relax. Ainsley seemed exhausted and Weiss was too confused to concentrate on anything complicated.

"How bout pizza?" Ainsley inquired flopping onto her bed. The heiress sat down beside the one-eyed brute. "Maybe a little later." She spoke up. "I'm not really hungry for pizza right now."

Ainsley fiddled with the hem of Weiss's skirt smiling up at her girlfriend.

"What are you hungry for then Princess?" She purred the last word leaving Weiss in a heated mess of excitement.

Tossing aside her ladylike character Weiss leaned down pressing her lips to Ainsley's. She relaxed into the kiss holding onto it for as long as she could. Their lips parted for a moment before they clashed again this time with more heated desperation than passion. Ainsley's tongue begged entrance into the heiress's mouth running along her bottom lip. Weiss permitted it as the older woman's tongue wrapped around her own. The heiress turned a deep red as her tongue struggled for dominance in her own mouth. The ice queen found herself melting under Ainsley's burning touch as she felt the brutes fingers trailing down her back. The white haired girl began to feel the heat building between her legs. She instinctively began to put more pressure against her core positioning herself so that Ainsley's knee would run right against her most sensitive area.

A bulge was forming in the older woman's pant leg. Weiss snuck a quick glance before her mouth became preoccupied once more. Her heart began to race as her hand traveled under Ainsley's shirt feeling each groove in her abs. Her girlfriend gave out a small gasp running her hand along the edge of Weiss's panties. Her knee shifting to satisfy the need between her princess's legs. Weiss left out a low moan trailing kisses down the other woman's neck. She began to creep closer to the bulge resting her hand on it rubbing slowly. Ainsley practically purred into the kiss at the familiar sensation of her lover's hand brushing against her length. She tugged at her girlfriends panties until Weiss got the hint. The younger woman sat up sliding off her panties. She shifted her gaze down to her girlfriends pant leg. She dipped her head kissing the bulge. Weiss blushed furiously as Ainsley ran her fingers through the heiress's Snow White hair. She kissed it again feeling it twitch through the denim. Ainsley made a slight noise feeling a blush come to her face. Ainsley watched as Weiss' shirt was pulled away, fully revealing smooth porcelain skin to her hunger filled gaze. She found her face heating up having never been exposed in front of anyone before. Weiss unhooked her bra watching her girlfriends facial expression change as she tossed it aside. Ainsley bit her bottom lip looking into the heiress's eyes. Weiss's heart skipped a beat.

This would be her first time. She nervously began to unbutton Ainsley's pants. Her heartbeat quickened when she felt a hand on her left breast. "Ainsley is so tender." Weiss noted as she gently trailed her calloused fingertips against her girlfriend's chest. She palmed it gently eliciting a moan from the younger woman. Weiss bit her lip trying not to lose control. She had never been touched like that before and she felt nearly helpless under the pleasure it caused her. She unzipped Ainsley's pants tugging them down slightly. With a short pause of hesitation she pulled down the underwear leaving Ainsley's member fully exposed. It swayed slightly before erecting back up fully. Weiss took a moment to study her girlfriend's stiffened cock. It was a bit above average and thicker than the ones Weiss had seen in pictures during sex Ed class. She stroked the tip noting the softness. She trailed her hand down the shaft closing her fingers around it. Ainsley gave out a low moan as her girlfriends hand worked her up and down. The heiress positioned herself between the older woman's legs licking the tip softly. She slid the stiff member into her mouth an inch at a time.

The noises coming from the heiress's girlfriend was almost enough to throw her over the edge. The heat between her legs had grown unbearable her excitement running down her leg. She swirled her tongue up the shaft feeling it throb in her mouth. She wanted to give Ainsley the best she could give trying to take the cock into her mouth as deep as she possibly could. Her tongue swirled over every inch of the her girlfriends length while her hand became preoccupied with the bottom of the shaft making sure that her partner felt as good she possibly could. Ainsley's pleasure filled moans grew louder as she held onto the heiress's head rocking her hips slightly in the excitement. Her noises and movements began to tip Weiss over the edge as she teasingly licked up the full length of her girlfriends thick cock. She couldn't take it anymore. She sat up unbuttoning Ainsley's shirt exposing the other woman's bare chest. She laid down on Ainsley's smooth exposed body kissing her deeply. Her hard cock rubbing against the dampness between Weiss's legs.

"Are you sure about this?" Ainsley's voice caused Weiss to jump. She smiled resting a hand on the older woman's titanium arm as she slipped Ainsley's eyepatch off. She looked deeply into both eyes of her girlfriend noting that the bright purple one was too beautiful to hide.

"I've never been so sure of anything." Weiss whispered placing the tip against her opening. "Slowly.." She moaned allowing Ainsley to push it in. "STOP!" She squeaked feeling the pain sharply. She gently lowered herself biting back some tears. 'Apparently an above average cock makes quite a difference' she thought. Ainsley stayed perfectly still waiting patiently for Weiss to accustom herself to the thickness. After a moment the heiress began to move slightly. As the pain turned to pleasure she began to rock her hips harder allowing her lover to mirror the movements. The heiress pressed her face into her girlfriends neck giving Ainsley full control. She pumped in and out going deeper with each thrust. The younger woman moaned against her partners neck feeling the pleasure building up full to bursting.

"Ainsley...I'm gonna..." She was cut off by a wave of pleasure. Her lover had shifted her hand downward massaging the heiresses sensitive clit. Her moans became increasingly louder the closer her climax came. Her cheeks reddened as she sat straight up straddling Ainsley's waist. Her whole body began to shake as she rode out her orgasm her walls tightening around her girlfriends thick length. She was so consumed by her own pleasure that she had barely noticed Ainsley finishing up inside her. The pair panted smiling at each other.

"You're beautiful." Ainsley kissed Weiss's sweaty forehead her white hair plastered against it.

"As are you you big dumb brute." She kissed Ainsley about to have her pull out when the sound of the doorknob turning caused all the color to drain from her face.

"We're baaaaack," an all too familiar mischievous voice called out, as the dorm's door swung open. Ainsley picked up on the recognizable giggle of her partner as a second voice joined. "Ainsley we -" Jazzy's eye grew wide her skin darkening under a deep blush "Wh-what are you doing?! What are they doing Yang?!"

Yang burst out laughing barely able to sputter out her words. "Way to go Ice Queen!" She cackled almost doubling over.

"GET OUT!" Weiss screamed throwing a pillow at the blonde beast. She buried her face into Ainsley's neck desperately trying to hide herself. Having Ainsley pull out only made it worse when the mixture of fluids began to leak out onto her lover's stomach.

"Woah there!" Yang said easily deflecting the pillow. "I don't know what's on that pillow! Ooooor do i now..?" Her gaze going down. She howled with laughter as Jazzy drug her girlfriend out of the dorm and down the hall locking the door behind them.

"Well..." Ainsley breathed. "How bout that pizza..?"