When Regina knocked on the door, Emma got up from her seat - she'd been looking at her math notes again - and slowly walked to the door, feeling mopey and down. When she opened the door, Regina noticed this. She'd arrived with a few books of her own and set them down on the desk next to Emma's, looking over at the blonde with concern.

"You okay?" she asked, sitting down in the chair on the left hand side.

"Yeah. Fine," Emma lied. "How you feeling?"

"Much better."

"Ready to do this?"

"You ready for this quiz?" Regina retorted seriously.

Emma shook her head.

"That's okay," Regina said with a smile. "You will be."

"I don't get this chapter," Emma sighed, pointing to the text book.

"You mean you actually read it?"

Emma shrugged with a nod and pulled out her math book to show the girl the notes she'd taken that day.

"And I reviewed my notes before my next class, but they don't really make sense to me. I don't get geometry."

"You've just gotta think of it in concrete terms," Regina told her, taking out a pencil from her bag. "It's all about imagining a real-life situation in which the math applies."

"This math applies to the real world?"

Regina nodded.

"Some of it. Some of it you'll never use."

The next hour was spent doing practice problems over and over again until Emma understood one at a time. By the end of the hour, Emma understood about half of what she needed to know for the quiz. Hanging her head in her hands, she sighed.

"I'm never going to get this."

"You will. Don't give up. Hang in there for me. Let's get this done, alright?"

Emma nodded and rubbed her temples, grabbing her pencil and moving on to the next problem. This went on for another two hours or so, until Regina finally put the textbook down on the desk.

"I think you've got it, Emma!" she cried. "I think you've really got it!"

The blonde couldn't help but smile proudly and she leaned back in her chair.

"Does that mean we can stop now?"

Regina nodded.

"I'm really proud of you, Em."

A blush rose to Emma's cheeks as she looked away.

"No, seriously," Regina said. "You did great today."

"Only because you're helping."

"You're a smart girl, Emma. You just have to apply yourself."

"I guess so."

She didn't look sure, so Regina put her hand on top of Emma's.

"You are."

Emma kept blushing but looked up into her tutor's eyes, seeing the genuine pride there.

"Thank you," Emma said softly.

She started to lean in slowly, but stopped herself after a few inches, looking down. When she raised her eyes, she noticed that Regina looked surprised.

"What did I actually say last night?"

"You sure you want to know?"

Regina nodded quickly, wringing her hands with anticipation. She knew it was going to be embarrassing.

"You said I was pretty. And you told me... You told me that you heard I was 'a really good fuck.'"

"Holy shit," Regina cursed. "I actually said that? You're not joking?"

"I'm not joking," Emma told her. "Were you serious? You said you'd heard it from three different people."

"Yeah, it's true. They kinda raved about you, actually. It was a little gross. I heard some... um... details I didn't really want to know..."

Emma started to smile as she noticed the blush rise to Regina's cheeks.

"So why did you bring that up?" Emma asked.

"I don't know," Regina replied quickly, looking away.

"Seriously. Why?"

"I don't know," she repeated.

At first, Emma decided not to press the issue, but after a few moments of silence, she changed her mind.

"Tell me."

Without looking up, Regina confessed, "I guess I was just wondering if it was true."

Feeling braver, Emma scooted a little closer to her blushing tutor.

"Did you want to find out?"

"I don't know..."

"Do you now?" Emma whispered in her ear.

Regina's palms began to sweat. She looked up at Emma, her face completely red, but didn't speak right away.

"I'm scared to," she finally admitted.

"Don't be scared. I'll be gentle, if you want me to be."

Regina's blush remained bright. Without saying anything, unable to speak, she brushed her fingertips over Emma's hand as a shy but sincere invitation. Emma hesitated only slightly before leaning in a little closer.

"Maybe I can teach you a thing or two this time," she said huskily, earning a nod from Regina.

It was her turn to tutor. With gentle hands, she reached down and lifted the girl's shirt up over her head, exposing her bra and bare stomach. She lifted Regina out of the chair and into her arms and she walked them over to bed, placing Regina down on it softly. Taking her time, she slid the girl's jeans down past her ankles, leaving her panties exposed. Leaving her there for a minute, she removed her own clothes, taking off her underwear slowly and seductively, watching Regina's expression as she removed each garment. The girl's eyes were wide with surprise. Emma climbed over her, one knee between her legs and the other on her left side. As she leaned in, her thigh brushed against Regina's wet center, and Emma smiled, knowing right then that this was what her tutor wanted.

She slid her hands up and down Regina's sides, feeling the softness of her skin, before lifting her up slightly to undo her bra, letting it drop to the floor once it was undone, causing the blush to rise once more to Regina's cheeks.

"Don't be embarrassed," Emma whispered. "You're beautiful."

As she leaned in a little closer, she pressed her thigh up against Regina's core, the friction causing a whimper to slip from the girl's rosy lips. This was all Emma needed to hear to continue. She already had the girl whimpering. Slow and steady hands slid Regina's panties down her thighs, exposing all of her body to Emma's eager eyes. She took a moment to admire the girl's figure before moving away and leaning in, her face between Regina's legs. Her tongue darted out past her lips and licked Regina's center, making her gasp. With a smile, she slid her tongue inside, then swirled it around her clit, making Regina moan.

"Emma," she gasped, grabbing at the girl's shoulders.

Emma leaned up and whispered in her ear.

"Do you want me to try with my fingers?"

Regina nodded desperately and grasped to pull her closer.

Emma moved up and hovered over Regina's lips as she slipped a finger into her, listening to the girl's moans with each thrust. As she thrust in, she let her lips brush against Regina's.