"Don't." The single word slips from the queen's lips sharply as she took note of Maleficent nearing her, one hand outstretched for a form of contact she knows would be beyond just a friendly touch. It's not that Regina is frightened of the blonde— why would she be? After all, she's the Evil Queen ands holds great power. In fact, it's the touch that has her stepping back, heart pounding inside the confines of her ribs.

Had it been anyone else standing before her, they'd have laughed in her face thanks to the fearful expression she wore. But it wasn't just anyone, it was Maleficent; a woman she knew she cared for beyond friendship. And, yes, she had known (or, at least, had figured) that those feelings would be acted upon one day, but she had always imagined it would be her acting upon them, not the blonde.

"Please don't," she murmurs seconds later, voice quiet, small, as if she were still that scared, young woman who had just watched her fiancé killed in front of her. Her eyes widen as she watches Maleficent take another small step closer, though her arm drops to her side, no longer reaching out to press to Regina's cheek or slip around and cup the back of her neck, whichever she had been about to do before, Regina wasn't sure which.

"You act like I'm going to tear you apart," Maleficent states as she stills, standing her ground yet still keeping a fair distance between the two.

Honestly, that's not what Regina had been thinking about. No, she'd been thinking about the wifely duties she had been forced into during her time as Leopold's wife. Sudden memories flashed through her mind— the older male holding her down against the bed even as she squirmed and pleaded for him to stop, hot tears stinging at her eyes. It had happened too many times for her to remember and the memories alone have tears pricking at the corners of her eyes as she stares across the distance to where Maleficent stands.

God, she must have looked pathetic and yet the blonde still looked at her with the same expression she always did: love.

"I'm not him, Regina." The brunette nods because she knows this. Obviously Maleficent wasn't Leopold, but that still didn't stop the fear that settled in her stomach, wrapped around her lungs, making it difficult to breathe.

Through her time spent as Leopold's wife, she'd become convinced that all people acted like that in the bedroom toward their significant others. She didn't know how else they could possibly act for she'd never been shown another way.

"Let me show you." It's not what she's expecting Maleficent to say, but the statement still hangs there between them. "Let me show you how it can be with someone who truly cares for you— who loves you."

It's those last words that have Regina's features softening; has her exhaling slowly, body relaxing slightly. In all her time with Leopold, he had never said anything of the sort and she knew why; their marriage wasn't one built on love, it was one built on status.

"Can I?" The question comes with a gentle wave of a hand toward the distance between them and has Regina hesitantly nodding.

Her strides are slow for Regina's sake, but it still doesn't take Maleficent long to be standing within inches of a trembling Regina, whispering to the brunette to trust her, that she would never hurt her. Regina nods again, a bit more sure of herself this time and Maleficent doesn't hesitate to act after that.

Maleficent raises a hand up, fingers just ghosting over Regina's cheek until she's sure that the brunette isn't going to flinch away from the contact. Next, she presses her hand to Regina's cheek, gently, just letting it rest there, thumb stroking along her cheekbone.

Their gazes never shift, they stay locked together as Regina's breathing starts to slow and deepen, easily shifting back to a normal pattern. Only when Maleficent leans in and brushes her lips over Regina's do the brunettes eyes slip closed. It's gentle, can barely even be considered a kiss, but it's the first consensual act of intimacy she's shared in years and Regina can't deny that it has her wanting more.

It's Regina who pushes forward some, slotting their lips together in a proper kiss that has Maleficent's arms moving to gently wrap around Regina's waist, holding her close. The brunette's breathing hitches for a moment at the feeling of being held like that, a sudden sensation of being trapped coming over her and causing her to jerk away.

Maleficent is quick to release her grip then, hands falling to her sides. "Sorry," it's not something she'd normally say, Regina knows that, but the situation calls for it. Moments later she adds, "Can you show me how it's okay to touch you?"

Regina is taken aback by the question at first, so use to Maleficent being a dominating force, yet here she was questioning Regina quietly, eyes pleading with the queen. That's what calms Regina once more and has her reaching for Maleficent's hands, gently guiding them up to frame her face, to slide back through her curls, down to the sides of her neck. Maleficent breathes out an 'Okay,' and lets her hands settle at the base of Regina's neck, fingers gently slipping into the hair at her nape.

It's Maleficent who initiates the kiss again, uses the placement of her hands to gently guide Regina forward into it. She starts off gently, just lips gliding over lips until she's sure that Regina is content with the situation, that's when she pushes a bit further by parting her lips and letting the tip of her tongue glide across the same of Regina's lips. Regina opens up easily, happily willing to give in to the feeling of Maleficent's tongue tangling with her own, drawing the muscle out so Maleficent can wrap her lips around the tip of it and playfully suck at it before drawing back, slightly breathless.

A soft smile graces Regina's lips then and she can't resist leaning in to steal a chaste kiss from Maleficent's lips… or two… or three.

"Well, somebody's coming along," Maleficent states as a smirk takes over her lips. If Regina were to be honest, that was the one intimate act she still felt comfortable with. Leopold had only ever kissed her at their wedding and even then it had been cold, quick, and close-mouthed. Nothing like the kisses she and Maleficent had just been sharing.

"I've always been a quick study," Regina retorts.

Maleficent's hands move then, slowly sliding down Regina's arms so she can take hold of the queen's hands, squeezing them gently. "Tell me if anything I do makes you uncomfortable and I'll stop," she states and Regina nods in response because she trusts Maleficent; trusts that the blonde isn't about to do anything that might hurt her or have fear settling in her gut again.

Maleficent releases her grip on one hand then and spins Regina around slowly, free hand rising to undo the zipper of Regina's dress. The blonde releases Regina's hand once the zipper is undone and raises both hands to gently push the material off Regina's shoulders. She leans in, presses feather-like kisses from one shoulder to the other, and smiles as she gains a content sigh from the queen.

Moments later, the blonde is pushing the material down further, pulling it free of Regina's upper body entirely. Only then does she step around to face Regina again, her eyes skimming over the newly exposed flesh of her torso, utterly bare for only her eyes now.

"I've always known you were beautiful, Regina, but why have you been hiding this from me?" Maleficent's brows rise and Regina's cheeks tinge pink at the implication.

"Nobody's seen me like this since him," she admits quietly, "and I hadn't intended on anyone ever seeing me like this again." That statement has Maleficent leaning in for another kiss as her hands take hold of the material now bunched around Regina's hips and begin pushing it down, down, down until it slips free of her form and pools around her feet. The action leaves Regina in nothing but black lace panties and the pair of heels she'd been donning that day.

Regina glances down at the discarded garment as she pulls back from the kiss, forcing herself to inhale deeply to keep calm. Maleficent's hand rises then, fingers guiding Regina to look up once more. "Here," Maleficent breathes out, hands once again taking hold of Regina's to guide them around to her back, to where the laces that held her dress up were. Regina instantly begins working at the laces, tugging them apart until she can push Maleficent's dress down and off her frame.

The blonde easily steps free of the garment and stands back some from Regina then so she can watch the way Regina's eyes drink in her form, scanning over her curves before finally reaching her features once more.

"Sex doesn't have to be one-sided," Maleficent states simply as she guides Regina to step free of the dress that's still pooled around her feet, "I promise I'll make you feel amazing."

Regina's already more comfortable with Maleficent than she ever had been with Leopold. There's no stress about producing an heir or making sure the king was pleased, instead the focus was on her and that very fact had her gasping because Maleficent had slipped a hand down to press a fingertip over an oh so sensitive spot.

"Mal," the woman's nickname comes out breathily as Regina steps closer and Maleficent turns them so she can gently lay Regina back on her bed. The blonde's lips start at Regina's but quickly move to her chin, down the column of her throat, and down the center of her chest. It's then that she turns and focuses her attention on Regina's breast, tongue swirling around her nipple, lips wrapping around the nub and sucking softly until it pebbles beneath her ministrations. Regina arches up into the sensation, body reacting of its own accord.

A gasp escapes her when Maleficent's teeth capture her nipple and tug gently at it, testing the waters. She turns then and gives the same attention to the other breast, though this time she also takes a moment to capture the soft flesh of the underside of her breast in her mouth, sucking hard enough that she's sure to leave a mark behind. The action has Regina's breathing quickening and Maleficent smirking against her skin because of it.

"Just wait," Maleficent states as she begins peppering kisses lower, along Regina's ribs, across her stomach, tongue flicking into her navel for a moment, "I have more planned than just that." At this point, Regina sure hopes so because there's an aching throb between her legs that she desperately needs taken care of. It seems that's precisely what Maleficent had been alluding to because the blonde had hooked her fingers beneath the waistband of the last article of clothing Regina was wearing, gently tugging them down and off and tossing them aside. Her hands move to slip Regina's heels off as well before she kneels down just beside the bed and reaches out, though her hands stop mid-air. She'd been about to grab hold of Regina's hips, to tug the woman closer to the edge of the bed, but she stops herself.

"Come closer to me," she breathes out instead and Regina follows the gentle command, scooting closer to the edge of the bed and allowing Maleficent to guide her legs apart, the most intimate part of her now on display for the blonde. Regina's legs are bent over Maleficent's shoulders and their current position makes it a bit difficult to see the blonde, but she definitely feels it when Maleficent's tongue slips between her folds, licking her from entrance to clit and causing Regina to moan beneath the touch.

This is something Regina had only ever heard maidens whisper about when they thought no one else could hear them; something she had never experienced herself. She was thankful for that fact, though— thankful that Maleficent was the first to try this; that she would now have this moment as a memory down the line.

Her fingers fisted the bedspread, tugging at it as Maleficent's tongue just barely breached her entrance and a mix of panic and pleasure ran through her at once. Whenever Leopold had pressed into her, pain coursed through her body, radiating from that one spot. This time it was… different in every sense of the word. This time she actually exhaled a soft moan as Maleficent's tongue slid into her, further and further until she could feel the tip of the blonde's nose brushing against where she was most sensitive.

Regina's eyes slipped closed, chest rising and falling a bit quicker as Maleficent pulled back only to thrust her tongue right back into her as deep as she could. The blonde had set a steady pace of thrusting in and out of her, had waited until Regina was letting out a chain of gasps and moans above her, before reaching up and grabbing hold of Regina's hands and guiding them to blonde locks. Instantly, Regina's fingers tangled there, fisting and tugging before gently pushing against the back of Maleficent's head to guide her in even more.

It was overwhelming. It felt like her body was on fire. Or, perhaps, like there was electricity rushing through it. Either way, it had her back arching up off the bed in pleasure as she tried to pull Maleficent even closer to her; tried to hold her right there, but the blonde wouldn't have it. Instead, she pulled against Regina's grip, pulling away from her entirely and causing Regina's spine to straighten out. Lying flat against the bed now, Regina glanced down at the blonde, lips parting like she's about to speak, but Maleficent stopped her with a finger pressed to her lips.

"You didn't do anything wrong," the blonde breathes out as if she's just read Regina's mind— god, had her mind been racing with thoughts of what she might have done wrong. Maleficent's mouth presses to her inner thigh then, kissing it gently as she seems to mull over her next words, finally landing on, "Do you trust me?"

It's a strange question, she thinks, but one that's still hanging in the air between them until she nods because, if there's one person she trusts in this world, it's the blonde who is still peppering kisses along her inner thigh, up, up, up to the junction of her hip, but never right where she wants that mouth of hers. That is, until moments later when she finally turns her head and wraps those lips around Regina's clit, sucking happily at it as she brings her hand down from where it had been blocking Regina from speaking. The tip of her finger just circles Regina's entrance for a moment, wetting it before finally pressing inside.

It felt as if her body had a mind of its own then as her hips rolled against the sudden intrusion, trying to gain more. More of what, she wasn't sure. More of anything the blonde would give her because she could feel an unusual coiling sensation low in her belly now and Maleficent's tongue flicking against that bundle of nerves and her finger slowly thrusting in and out of her has it coiling even more.

"Mal," it's the only thing she can manage at the moment, a breathy version of her friend's nickname between gasped breaths. That name becomes like a chant for her, constantly slipping from her lips as everything coils up, muscles tightening in a way Regina had never experienced. It's not until Maleficent slips another digit in alongside the first and picks up a fast pace of thrusting them into Regina that that nickname trails off into a loud moan.

One final suck on her clit and she's falling over the edge, back going taut, hands pressing against the crown of Maleficent's head to try to hold her where she is. Her toes curl, her breathing quickens, and her whole body feels electric, like it's buzzing with power she never knew she had.

Regina didn't realize that Maleficent had slowed her fingers' pace and finally withdrew them until the blonde is hovering over her, staring down at her in a way that tells Regina she's putting all of this to memory; the sounds, the expression on Regina's face, all of it.

It's then that Regina uses her hands, still tangled in Maleficent's hair, to tug her down, crashing their lips together even as she attempts to catch her breath. She can taste herself on Maleficent's lips and tongue, it's strange and amazing all at the same time and she's happy to swallow it down.

"See?" Maleficent questions as she pulls back from the kiss, allowing Regina time to catch her breath some yet staying close to the brunette by pressing their foreheads together. "I told you it would be different with someone who loves you."

Regina was going to respond to that; going to retort that Maleficent had gone soft on her with all this talk of love… in a playful manner, of course. But the only thing that escapes her lips is a sharp "Ah!" as Maleficent brushes a finger over her clit and causes her hips to jerk because she's oversensitive now.

Smirking, Maleficent pulls her hand back and shifts to lie on her side beside Regina. "Nobody backtalks me after I just pleasured them, that includes the Evil Queen."

Regina hums a soft confirmation that she understood and somehow manages to shift onto her side as well (boneless as she feels). She raises a hand up and lets it just ghost over Maleficent's side, hip to ribs, then back again, only stopping when it finds home against the curve of the blonde's waist.

"Thank you." Regina's sure it's not what people would usually say at this moment, but she wasn't sure how else to put it. The woman had been gentle with her, had been patient, and had drawn from her pleasure she didn't even know was possible.

"You didn't…" Regina's voice trailed off as Maleficent offered her a look.

"This was about you," the blonde states, though it's not in a firm tone of voice as Regina had expected it to be, instead it was quietly whispered, "I can take care of myself."

Regina shakes her head then and smiles faintly at the blonde. "Can you," she pauses, thinks over her next words, and settles on, "tell me?"

A smile dances along Maleficent's lips then and she nods as she reaches out and let's a hand just rest against Regina's hip as she tangles their legs together, needing to be closer.

"Not now. Right now I just want to stay like this." It's not entirely a lie, but it's not entirely true either. She's been throbbing ever since she got her first taste of Regina, but she stood with what she had said moments before. This had been about Regina, not her, and she was content to just lie here with this version of the queen she had never seen before.