A/N All I can say is better late than never. Enjoy, I don't own Rookie Blue or its characters. There are probably some mistakes but some people were adament that I post today, you can blame them.

Gail's pov

The car ride to Holly's was quiet but not in their usual comfortable silence, no this quiet was brimming with nervousness, excitement and anxiety. Gail couldn't help but wring her hands as she stared straight ahead and watched as small snowflakes whirled around adding to the accumulation of snow that still hadn't melted from the last flurry. She knew that the grown up thing to do would be to talk to Holly about her nerves but what could she say when she didn't understand them herself? Why did this need to feel so complicated? Everything felt like it was pulling her in opposite directions, a large portion of her was dying to kiss Holly again, to be kissed by Holly, to touch her and be touched but there was that little voice, that sounded way too much like her mother for her liking, which warned that all of this was happening too soon. It was hard to dispute that it was happening fast but it felt so right. Gail could say with great certainty that she had never felt like this with anyone else, she never felt so eager to take the next step…to get close to someone and let them really see her. It was terrifying…but it was Holly. Gail stole a glance at the girl next to her, she seemed completely focused on driving but Gail knew better, Holly's eyebrows were knitted in a way that Gail recognized as her problem solving face. She wondered if Holly was having second thoughts about inviting her over, she wanted to ask but she wasn't sure if she wanted to know the answer.

Before anything could be said Holly pulled into a parking spot in front of her building, Gail turned to face her but as she opened her mouth to speak she realized that she didn't know what to say and quickly looked down and away. Holly seemed to sense her apprehension, "I could take you home…" she said softly, "Or we could just talk…I mean talk like with words…not "talk"…I just want you…us…to be okay…we could even just study tonight…" There was something about how Holly could be so emotionally exposed that left Gail feeling like she had no control of her body when she attacked Holly's lips with her own. She strained against the seatbelt to get closer as she pulled Holly towards her but her own seatbelt held her in place. Gail felt Holly's hand cup her cheek and slide down her front and rest near her lap and then she heard a click and was free of her restraints. It took less than a second for Gail to slide across the bench seat and straddle Holly, the steering wheel tight against her back but she didn't care as Holly's hands found their way to tangle in her hair and pull her closer at the small of her back.

All thoughts had erased themselves from Gail's head but how much she liked the taste of Holly's lips on her own and how good those lips felt as they traveled to a sensitive spot on her neck. No amount of self-control was to be found as Gail slid her hands down Holly's chest and rested on the soft but firm breasts of the girl that was currently nipping gently at her earlobe. It was a reflex to let her head roll to the side to give the med student more access and she didn't disappoint as her lips bit and soothed a path down to Gail's collar bone. She loved the stuttered moan that escaped Holly's occupied mouth as she started to massage them through her thick coat. The almost burning need to feel more of Holly was all encompassing as her hand found its way under Holly's jacket and shirt. Gail had never been so happy to be wearing thin yoga pants when she felt Holly's fingers digging into the soft flesh of her ass when their little bubble of solitude was interrupted by someone knocking on the driver's side window. The sudden noise startled Gail so much that she pulled away abruptly and rammed her back into the steering wheel and banged the back of her head on the windshield.

Holly's pov

Holly tried to calm her breathing as she rolled down her window as Gail tried to stealthy slide back to the passenger side, a woman who looked about a hundred was standing there with a mischievous smile on her face as if she knew exactly what was happening inside the fogged up car. It was her elderly next door neighbor, for some reason Holly felt as if she had just been caught by a parent and her voice lost in the embarrassment. As she struggled to speak it was Gail who leaned over her to say, "Hello Mrs. Gallagher…is there something we can help you with?"

"I saw you girls drive up and I was wondering if you could help me with my groceries." The older woman asked sweetly.

Not knowing what else to do Holly nodded, her face burning red as Gail's hands grazed the tops of her thighs as she moved back to the passenger side. "Not a problem." Gail answered as she opened the car door and followed Mrs. Gallagher to her car but not before shooting Holly a glance that screamed 'Are you coming?'. Holly took a moment to collect herself, she couldn't remember ever getting so worked up before, there was an actually physical need to touch Gail coursing through her body, not a want or desire but a need to feel Gail's body against hers. Fuck with going slow, she needed Gail now.

Holly took a deep breath and released her seatbelt and got out of the car; the cold air hit her and it felt good, it bought her mind into focus. She had three things to do: help Mrs. Gallagher as quickly as possible, get Gail into her apartment and do both of these things without jumping Gail and pushing her up against a wall and losing control. She watched Gail take at least two trips worth of grocery bags in her arms and smirked that Gail had similar plans. With both of them weighed down with multiple bags it only took one trip from the car to her neighbor's apartment. "I just want to thank you girls for the help, it would have taken me forever especially with all of these stairs."

Gail quickly but gently dropped her bags and grabbed Holly's hand as she moved towards the door, "No thanks necessary Mrs. G…you have a good night." She said so hurriedly that Holly wanted to laugh.

"Oh do you have to go so soon, I have fresh cookies." the older woman offered as they were almost out the door. Gail stopped immediately and Holly knew that her girlfriend (could she call Gail that yet?) was a sucker for homemade… well anything homemade and their escape would be delayed.

"Maybe for just a minute…" Gail said almost pleadingly, her request directed at Holly.

"Just for a minute." Holly confirmed as they walked back towards the kitchen where Mrs. G was putting what did look like really good cookies on a plate.

When all three of them had taken their seats and Gail had ungraciously crammed a cookie into her mouth that her neighbor spoke, "So what do you girls have planned tonight?"

It was such an innocent question but it caused Gail to choke on her cookie and make Holly blush. Gail swallowed hard and the both answered at once: "Study."

"Oh really what?"

This time Holly answered alone, "We have a test tomorrow on…uh…"

"Anatomy." Gail finished for her, her eyes twinkled suggestively. Holly wanted to hit her but refrained. Instead she stood up and motioned for Gail to join her.

They were almost to the door when Mrs. G handed Gail the rest of the cookies, "Studying anatomy…huh…in my day we called it sex but to each their own I guess. You girls have fun. Take some cookies with you, "studying" can make you work up an appetite."

Neither girl knew how to respond so Gail just took the cookies and Holly muttered a word of thanks before the door closed behind them. They walked slowly away pausing at Holly's door. Gail was the first to speak, "Your neighbor is kind of awesome…and look more cookies!" she laughed.

Holly laughed and shook her head as she found her keys, she was kind of glad that the mood had shifted, as much as she wanted to pick right back up where they left things in the car, Holly knew that they needed to talk…actual talking with words.

She unlocked the door and let Gail go in ahead of her, Gail dropped her coat on a hook by the door, set the plate of cookies on the table and went straight for the couch, stretching out on it. Holly watched as Gail used her feet pull her boots off and sigh contently. "Are you coming in?"

Holly took her glasses off and rubbed the bridge of her nose before replacing her glasses on her face, she stepped into the room and shut the door, locking it behind her. She kicked her own shoes off and pulled off her coat, setting it on the back of a chair and sat on the floor facing Gail. "We need to talk."

Unfazed Gail sat up, "Okay."

She hadn't expected Gail to agree so quickly and Holly wasn't sure how to start this conversation.

"I…"

Gail slid off the couch and onto the floor and draped her legs over Holly's, "Let me, I think I know what you are going to say." Gail pushed up pretend glasses up her nose, "Gail I think we need to slow down, this is all too new and I don't want to rush you into a physical relationship before you are ready. I care too much about you to jeopardize our fledgling union." Gail smirked as she continued, "Not that I don't find you wildly attractive and fight every urge to rip your clothes off, I want the moment to be right…for the both of us. Does that about cover it?"

When did she become a mind reader? Holly couldn't believe how Gail managed to vocalize what Holly was thinking and still manage to varnish the words with a healthy dose of sarcasm, "Yeah that sounds right." Holly played with the hem of her shirt as Gail sat next to her not saying a word, "What are you thinking?"

Gail removed her legs from Holly's lap and shifted so that she was hovering over Holly's lap, her knees resting on the floor, pinning Holly in place. "I think that you are over thinking this. Holly we can try to go slow but even right now I want to kiss you and by the darkening of your eyes I think you want to kiss me too. I don't want to slow down, now that I have felt your touch and tasted your lips I honestly don't think I could back off. But if you need us to slow down we will but don't do it on my account."

Holly looked into Gail's so very blue eyes and saw how sincere she was and it only fueled her need for her more. "You don't feel rushed?"

Gail smirked as she crept closer to her slowly shaking her head, "The way I see it we have already been on a few dates we just didn't know it at the time. By my estimation we have been on…" she paused and counted on her fingers silently, "five dates."

"How do you figure?" Holly was more than a little curious as to what Gail considered a date.

"Well our first date was when I took you to the diner on the second day of class. Our second date was when you came by my place and we attempted to make dinner and ended up ordering pizza. We had several running dates that ended in going out for breakfast, we went to the club and today going to the carnival, so technically more than five but it's not like we need to count." Gail said as she placed her hands on Holly's shoulders. "So the question is do you want to take this slower?" Holly closed her eyes as Gail placed light kisses along her jaw and tilted her head back to give her more room as Gail moved down her neck. "I need an answer Holls." Gail whispered into her ear.

For someone that loved words Holly couldn't find the right ones that could have possibly conveyed what she wanted to say so she did the next best thing she decided to show Gail what she wanted instead. All it took was one arm to wrap around Gail's waist to draw her tight against Holly and the other hand to tangle in Gail's now loose hair to pull her lips to her own and Gail had her answer.

Gail's pov

Maybe it was the fact that it had been a while since Gail had someone touch her the way Holly was at the moment but who was she kidding no one had ever touched her the way Holly was and for that reason Gail felt her entire body react to the simplest of caresses. It hadn't taken but a minute for Holly's hands to find their way under the borrowed hoodie and pull it off of Gail as she worked her own hands under Holly's button-up. After pulling it loose from her jeans Gail went to work on the buttons but her patience was at an all-time low. "Help." She pleaded as Holly's teeth grazed the newly exposed skin of her collar bone, she was so happy that she only wore a tank top under the removed hoodie. Gail felt Holly's fingers join her own as they worked in unison to rid the med student of her shirt. Now it wasn't as if Gail had never seen another woman's body before (she was a member of a gym after all) but seeing Holly in just her bra and jeans sent a shot of heat through Gail that she had never experienced before.

After a moment or two of unashamed staring at Holly's ridiculously perfect body Gail decided that she needed to feel that body against her own, one simple movement rid her of her tank top and she smirked at the gasp Holly made when she saw that Gail was now topless. Not one to fall behind Holly undid her own bra and let Gail pull the straps down and off her. There was something so inexplicably perfect about this moment, the two of them sitting there just looking at one another. It wasn't heated or rushed it was just them being together.

Holly brought her hand up and rested it over Gail's pounding heart, "Are you sure?"

Gail nodded as her body trembled.

"I need to hear you say it Gail, I need you to be sure, because I don't think I could stop if we go any further and…and…I need to…"

Gail placed her own hand over Holly's and leaned forward to rest her forehead against hers, "Holly, my sweet beautiful sexy ass nerd, I am sure. Now we need to get up and go to your bed because our first time is not going to be on the floor next to my boots."

Gail got up and extended a hand to Holly and pulled her up flush against her, Holly's hands finding their place at her waist as she placed open mouth kisses in the junction between Gail's neck and shoulder. Somehow they managed to find their way to the foot of the bed, never once disconnecting from each other. When Gail's knees hit the bed Holly pushed her down and stepped away, "This is your last chance to change your mind." She warned as she unbuttoned her jeans and shimmied them down her hips taking her boy shorts with the jeans, letting them fall to the floor, she stepped out of them and stood in front of Gail completely bare, literally and emotionally.

Gail tried to form words but she couldn't take her eyes off Holly, her mouth went dry as every other part of her body got so much warmer. So taking Holly's cue from earlier she decided to let her actions speak for her, arching her back she looped her thumbs under the waist band of her pants and started to slowly pull them down, her actions were stopped however by Holly. "Let me." A shiver coursed through Gail's body as Holly's delicate fingers traced a path down the sides of her hips slowly dragging her pants down and off her. It was in this moment that Gail felt embarrassed, not for being so exposed but for the fact that she was wearing spiderman underwear. Gail covered her face with her hand as Holly laughed.

"It's not funny." Gail tried to say crossly but since it was kind of funny she laughed too. "I don't have sexy underwear."

Holly reached for the hand covering her face, "I love spiderman and if you want we can buy you some sexy underwear later." She said as she placed a lingering kiss on her lips which Gail immediately deepened. She let Holly dominate the kiss as their tongues danced and hands roamed. Gail let out a low moan as Holly cupped her breasts and her thumb grazed right below her nipples, she could feel Holly smirk against her lips at her reaction. Holly broke the kiss and placed rough kisses down Gail's jaw and neck, a mix of teeth and soothing tongue as she made her way to where her hands were kneading Gail's breasts. The first time she felt Holly's mouth take in her rock hard nipple Gail was sure that Mrs. G heard her down the hall with her outcry. Holly looked up and raised her eyebrows, "You liked that? Good." And then she attacked her other breast with the same enthusiasm. Gail had lost the ability to speak only moans and mumbles that vaguely sounded like Holly's name escaped her as she held Holly's head in place, her fingers tangled in her hair. Time seemed lost on them as Holly continued her assault on her body, her hand slowly teasing there way south. Gail couldn't help but laugh as Holly brushed a particularly ticklish area under her ribs and that made Holly stop her ministrations and smile as she climbed back up her body to kiss her. It wasn't heat but instead sweet, "I didn't know that you were ticklish. I will have to remember that for later." She teased.

"You wouldn't dare…" Gail started to threaten but then she felt Holly's deft fingers lightly scratching the sensitive skin of her inner thigh, "Okay that feels good."

Holly placed a kiss below her ear, "Good?"

"Uh yeah." Gail gulped as the fingers in question ghosted over her now ruined superhero underwear. She closed her eyes and felt her pulse pounding in her ears, she felt so close to falling over the edge and Holly hadn't really touched her yet. "Take them off." Gail said softly as Holly ran a finger along the waistband of the last barrier between them. Holly nodded and slipped a hand under the small of her back to help ease them down and off, settling herself between Gail's legs, it felt so good to have her there.

"Open your eyes Gail." Holly told her as she ran her hand up the curve of her hip. "I want to see your eyes." It took some effort but Gail opened them to see Holly with her lopsided smile looking down on her. "God you are so beautiful." She said making Gail blush and look away. "Don't do that, don't look away I mean it Gail. You. Are. So. Beautiful." She punctuated her words with kisses to Gail's jaw and cheeks before placing the last one on her lips.

Placing a hand on Holly's shoulder Gail was able to reverse their positions putting Holly on her back, "No you are beautiful." she said confidently as she looked down at her.

Holly's pov

It had to be a dream, that was the only logically explanation for what was happening. There was no way that Gail was straddling her lap naked in real life, it had to be a dream…a wonderful existence changing dream and if it was she never wanted to wake up. "Don't go to sleep on me nerd." She heard Gail tease as her hands traced her ribs; Holly hadn't realized that she had closed her eyes.

"You mean this isn't a dream?" and for that remark she felt Gail pinch her butt. "Hey!"

"Just proving to you that this isn't a dream." Gail smirked as she leaned down to kiss Holly.

Just before their lips touched Holly murmured, "You have no idea how happy that makes me."

"You and me both, the dreams were driving me crazy."

Holly pulled back before Gail could kiss her, "You dreamed about me?"

Gail turned redder than Holly thought humanly possible, "All the fucking time."

Holly rolled them over, "That is incredibly hot." She kissed Gail hard as she squeezed her hips. Holly moved her leg between Gail's and applied pressure to her core and loved watching Gail squirm under her. They continued kissing as Holly explored the contour of Gail's lithe body until Gail grabbed her hand and placed it between their bodies.

"No more teasing, I want you. I am not begging but I am telling you I am ready now so touch me already."

Holly didn't know if she wanted to laugh at Gail's demand or come over how sexy her assertiveness was so instead she nodded and placed a kiss on her shoulder as her fingers dipped into her wet folds. The look on Gail's face was going to be burned into her brain for the rest of her life, the way her mouth opened and how her tongue peeked out to moisten her lips, how her eyes squeezed shut for a moment before opening and Holly seeing her striking blue eyes darken. It was almost too much for Holly.

She had no intention of teasing Gail but Holly felt like she needed to draw the moment out. Her fingers dipped into the wet heat as her thumb grazed Gail's sensitive clit and savored how Gail's hips bucked into her. "Fuuuuuuck." Gail moaned as Holly finally entered her. She started slow, barely moving, letting Gail set the pace as her hips rolled against Holly. Gail bit Holly's shoulder as she curled her fingers hitting what she was guessing was Gail's sweet spot. "Faster." Gail pleaded and Holly obliged there wasn't anything she was going to deny the beauty beneath her.

Holly's fingers pumped in and out in tempo with Gail's heavy breathing and she knew that the blonde was close as she moved down her body kissing each breast, letting her tongue trace the faint definition of abs on the soon to be cop before blowing a cool breath over the overly stimulated bundle of nerves. Never once taking her eyes off of Gail's face, Holly took her clit in her teeth and that was all it took for Gail to tumble over the edge crying out Holly's name on her way down. Holly slowed her fingers, drawing out her orgasm as long as possible, when Gail's breathing slowed Holly removed her fingers from her and couldn't help herself, she but she tasted her fingers earning another moan from the blonde. Holly rested her head on Gail's chest as she listened to her heart beat a steady fast rhythm.

They lay there, the room silent except for their breathing until Gail shifted so that she and Holly were eye level. "That was…I never…you…" she didn't complete her thought instead she kissed Holly tenderly. "You are amazing."

Holly blushed, "You weren't so bad yourself."

Gail gave her a wicked smile and moved to hover above her, "Nerd I haven't even started yet." Holly shuddered as a her breathing stopped as Gail took her hand, "Now I wasn't quite ready for this so I didn't have time to google how to make your girlfriend come like a screaming banshee so I am going to need you to teach me…think you can handle that?" she said very seriously as she moved both of their hands lower to rest just above where Holly wanted to be touched most, she could only nod as Gail kissed her neck. "And to think you wanted to study something other than me tonight."

"I may never study anything else ever again." Holly said through clenched teeth as Gail kissed a trail down the valley of her breasts. Gail looked up and smiled resting her chin on Holly's flat stomach.

"You might flunk out of school. Are you sure I am worth it?"

Holly didn't answer as Gail continued to kiss around her naval but in her head she decided that Gail was most definitely worth it.