Note: There is a rating change in this chapter. Moving to the M/M+ territory.

Another Note: Things I am good at-being repetitive. (So if I repeat myself a lot in this chapter/overuse nouns, verbs, and adverbs, maybe slide in my DMs and give me constructive criticism as politely as possible; if not, simply forgive me.) Things I am not good at-intimacy and relationships. (So if this is 4600 words of pure garbage, maybe slide in my DMs and tell me to never try writing sex again; if not, simply forgive me.) Anyway, thank you for reading. Let me know how I am doing by commenting, following, favoriting, etc. Much appreciation.

Regina didn't respond; instead, the two were enveloped in purple smoke. When the smoke cleared, Emma recognized that she was on Regina's bed and she was pinned down by the legs of a brunette, her brunette, who couldn't keep her hands to herself.

Fortunately, Emma didn't want Regina to keep her hands to herself. What she did want, though, was to have control of the situation. Therefore, Emma sat up and leaned over until her girlfriend was in a subordinate position. Getting the hint, Regina tamed the fire in her eyes and let Emma take the lead.

"First things first: I need to get you out of this, mayor-persona wear."

As hard as she tried, Regina could not help but to laugh. "What?"

"I mean, these heels." Emma reached down and slipped each one off before momentarily massaging each foot. "This top." Emma began at the bottom button and delicately opened each one until she revealed the mayor's bra. Regina's laughter had long subsided. Instead she was overtaken by the tenderness that Emma used when undressing her. "And his skirt." Pale fingers pulled down the zipper in the back of the pencil skirt. Emma's narration had ceased, but she delicately slid the mayor's skirt and nylons off in one motion. Once the clothing was tossed to the floor, Emma sat back and admired the body that, up until this point, she had only seen teasing glimpses of. Thoroughly satisfied with her inspection, she leaned forward and kissed Regina.

Emma pulled away and quickly stripped herself of her boots, jacket, tank top, and jeans. She ran her hands tenderly down Regina's body, and nudged her, encouraging her to roll onto her stomach. The brunette, enjoying her submissive role, rested the weight of her upper body onto her elbows and dropped her head to relax on her clasped hands. As Emma pushed long, silky dark locks out of her way, Regina crossed her legs at the ankle and pushed her butt up slightly, a move that did not go unnoticed by her lover. Emma smirked at the other woman's eagerness and rewarded it by straddling her thighs just behind the accentuated feature. She massaged Regina's back and kept moving downward until she could run her fingertips down the line of the lacy undergarment covering Regina's bottom; When Emma reached the area between the other's thighs, nearing but no more than teasing around the woman's center, she repeated every move as she travelled upward. At Regina's bra clasp, she unfastened it and let the straps fall forward down her shoulders.

Emma moved off of Regina's thighs and raised her up just enough to be able to slip the bra strap down her arms. Regina settled back into her previous position as Emma peppered kisses down her back. The blonde magically summoned an elastic to pull her hair out of her face. She shifted so that she was kneeling as her kisses neared the top of Regina's panties. Although she never let it show, Emma was nervous. She was unsure if she was moving at a suitable pace—Was she taking too long? Did Regina want more foreplay?

Emma's hands slipped up Regina's sides and reached around to fondle her perfect breasts. Sensing some hesitation, Regina turned her head to make eye contact. Though she had every intention to whisper a word of encouragement as she did so, when Emma gently rolled her lover's nipples, brown eyes caught the other's green only momentarily before closing. As her eyes fluttered closed, Regina sighed. Emma repeated her actions several times before letting her eyes trail down her lover's back, attempting to memorize every detail. She noticed there was still one piece of fabric between her and her final destination. She gave Regina's breasts a final squeeze and then ran her hands down the woman's sides. When slim, fair hands reached the supple curve of olive hips, she gave a loving squeeze and repeated the action on Regina's rear, although tempted, she was not yet brave enough for a playful smack. Emma reached for Regina's lacy panties. She pulled them only half way down her cheeks. Still holding the thin garment between her fingers, she bent down and planted an open-mouthed kiss on Regina's lower back, at the peak of her bottom. Her tongue darted out briefly but did not linger because Emma was on a mission. She moved down to Regina's center and pulled at her panties with her teeth, but left them where they were. After doing so, she ran her tongue up the covered area.

Regina was overcome by the sensations. She looked back over her shoulder and saw that Emma was not seeking affirmation, she was completely invested in her self-chosen task: turning Regina into a puddle of desire and want. Regina looked away as she felt tears welling in her eyes. She refused to let her emotions take over this early on. Once she regained her emotional composure (her physical composure was beyond control at this point), she looked at Emma and was lost once again. However, this time, she did not fight it. "You're so beautiful," she managed to whisper. Though her words were barely audible, Emma heard them and planted a final kiss on Regina's covered center then sat up on her knees and pulled Regina's panties the rest of the way off.

Regina took advantage of the moment and turned over and pulled herself into a kneeling position. Emma stared with longing, taking in the completely naked body before her, calculating her next move. The decision was not her to make, though. Regina used her finger to gesture to Emma to move closer. When the blonde complied, Regina reached forward and opened the front-clasp of Emma's bra. The garment fell from its place and was thrown aside. Regina leaned in and began tenderly kissing Emma's breasts, but after only a few kisses, she felt Emma's fingers on her chin, pulling her back to eye level. Emma then leaned into Regina bringing their lips together while also urging her to lie back on the pillows. The blonde then straddled one of her lover's olive-toned thighs, making sure her own was firmly pressed against Regina's center. As they pulled apart, Emma sat up, and Regina leaned in once more to begin showering Emma's pink nipples with open-mouth kisses and light licks.

Emma, though, had other plans. She put her hand on Regina's right shoulder and guided her down onto her back once more. She planted a kiss on her forehead and descended from there, paying special attention to Regina's eye lids, pulse point and then her breasts. She stopped and looked up before kissing down her lover's ribcage, back up the other side, then straight down the middle. She nipped gently at each hip before looking up. "Is this okay?" Though she was unable to vocalize her answer, Regina gave a definite nod. Emma could not control her smile as she continued her downward trail of kisses. When her descent brought her to the apex of Regina's thighs, she planted several soft kisses around the area, but she pulled away and momentarily admired Regina's sex. After sizing up the other woman, Emma ran her two fingers from the top to the bottom and let her fingers barely graze the source of her love's desire. She immediately leaned in and mimicked the motion with her tongue.

Hearing Regina's reaction encouraged her to repeat the motion. After several strokes, she focused on teasing around the clit, never quite giving it full, satisfying attention. Emma looked up the soft curves of Regina's abs to gauge her reaction. Her eyes were closed. She could not quite read her, though. Emma knew without a shadow of a doubt that her efforts were not in vain because of the involuntary twitching of Regina's legs. Regina's face, though, looked as if she was struggling to relax and let go, so Emma sat back and readjusted into a more comfortable position. As she did, Regina released a breath neither realized she was holding. Emma planted a kiss on the inside of her lover's thigh. "Are you alright?"

"I'm fine!" Regina snapped back.

"Okay, then. Why don't you relax?" Emma encouraged as she slid her hand up and down her lover's thigh.

"I'm trying." The response was barely above a whisper.

"I can stop if you want."

Emma was met by a silence. More than anything, Regina wanted a drink: a glass of wine or cider. Maybe three.

"Regina?" When Regina still did not answer, Emma began to move from the position she had recently assumed. She was stopped by two hands held firmly on her shoulders.

"I want this."

"Then relax." Emma took Regina's wrists and held them as she ascended the brunette's body. She let go of her wrists and locked their lips together, but did not linger. She soon resumed her position between Regina's thighs and began just as she had before with long strokes. This time, though, instead of teasing around the clit, she gave it direct attention with fast, light flicks. Now, Emma kept her eyes focused on Regina's reactions. Fortunately, she saw that her partner was allowing herself to let go.

With Emma's change in pace, Regina's hands found their way to the sides of Emma's head, into Emma's loose ponytail and pulled her away, wanting to relieve the intensity of the sensation. Emma, though, took Regina's hands and pulled them away from her hair. She did not let them go since she figured they would go right back; instead, she kept their hands joined and used them to hold down the olive-toned hips that were trying to move away. Emma gave Regina's nub a momentary break. She switched back to a broad exploration of Regina's sex, stopping to dip her tongue into Regina's entrance. By doing so, Emma was rewarded with Regina's first moan, she repeated the action several times before turning her attention back Regina's clit.

This time, she had only one goal: get Regina off. She started with slow licks but soon picked up her pace. She stopped, but only to gently suck Regina's bud. She pulled away with a slight pop, took a deep breath and repeated the same sequence as before: Slow, fast, suck, breathe. Slow, fast, suck, breathe. Regina began writhing and arching her back. This time, rather than pulling away from Emma's mouth, she was moving further into the love making; Emma guessed that her partner was close. So she changed her rhythm, using wide strokes of her tongue to ensure a constant, steady pressure on Regina's clit. The brunette's moans and sighs became continuous, and her hands had found their way back to Emma's hair, but this time, instead of pushing her away, she was pulling her closer, thrusting her hips into Emma's ministrations, trying to get herself to the edge quicker.

Emma shook her head, but Regina's grasp on her hair was firm, but not painful. In order to keep Regina's body rushing toward climax, she continued her wide and constant strokes on Regina's clit, but she reached up, coaxed Regina's hands loose from the blonde locks, and brought them, clasped tightly in her own, to rest once more on Regina's hip bones. Emma squeezed Regina's hands encouragingly as if to say, "let go for me" and gave the swollen nub a final suck, bringing her lover over the edge.

As Regina was coming undone, Emma released Regina's hands to hold her in place by wrapping her arms tightly around the other woman's thighs. The brunette, despite her legs quivering with pleasure, was once again trying to pull away from Emma's mouth. Finally, an olive-toned hand came to rest on the blonde's forehead and slightly pushed, signaling for Emma to stop. She gave her lover's clit one final kiss and pulled away, immediately using the back of her hand to wipe away some of the wetness from around her mouth. "You okay, babe?" Regina said nothing. She merely nodded from beneath her arm, which had come to rest on her forehead. Emma watched patiently for a second as Regina came spinning back down to Earth. Emma began placing light kisses on the insides of her love's legs.

"I've never," Regina began. "Not like that."

"I can't hear you, Regina. Your arm is muffling your words."

"I've never climaxed like that. The way that you did it." Regina sat up against a few pillows.

Emma still looked confused: "What you've never come from having someone go down on you?" The last words were said with a tone of disbelief. The brunette flushed and looked away in shame. Emma, on the other hand, allowed her ego inflate on hearing the admission. "Babe. Don't worry; it certainly wasn't your fault. Also, I can promise you that won't be the last time as long as you keep me around."

Regina's shame faded into a giggle. She reached down to fondle Emma's breasts and flick her nipples several times. The mayor slid her legs out from under Emma; she was ready for her turn. Emma, though, reached out and grabbed Regina by the knee and shook her head 'no.' "Nuh-uh!"

Regina, who was still on her sex-high, did not understand. "Nuh-uh?"

Emma just shook her head again and reached for one of the pillows that Regina was not currently using. "Butt up," she said, motioning her command for emphasis.

"Butt up?" Regina questioned, still confused as to why she wasn't already covering Emma's body in kisses.

"Butt. Up!" This time, Emma patted just below Regina's bottom where it met her thigh. Regina complied, and Emma slid the pillow under Regina. Once the pillow was in place, Emma spread Regina's legs once more. Holding Regina's labia apart with two fingers, Emma used the new position to admire Regina's swollen, aroused sex. She brought her left hand down and slid a finger around Regina's opening before carefully entering her. Fortunately, she was met with little resistance, so she pulled it back out and slipped it back in several times, allowing her partner to adjust to the intrusion. Satisfied that the penetration was pleasurable, and not unintentionally painful, Emma added a second finger and repeated the process. Upon adding a second finger, Regina's responses became more vocal, so Emma leaned forward and propped her weight on her now-free arm. She positioned herself so that her hips added extra pressure to the hand between her lover's thighs. Once she felt that she was in a position that was comfortable for both, confirmed by Regina's hips meeting her thrust for thrust, she caught the brunette's mouth in a passionate kiss.

Emma continued pleasuring Regina like this, all the while showering olive skin with kisses. Satisfied that every inch of Regina's face and neck had been given its due attention, she moved down to Regina's breasts. Though they were smaller than her often-enhanced cleavage might suggest, Emma admired the proportionately round globes that fit perfectly within her hands. Trying not to interrupt their steady rhythm, Emma shifted the weight of her upper body so that she was kneeling but sitting upright. The sounds of pleasure that had been the steady background noise of their lovemaking ceased, even though Emma's ministrations did not. Regina's eyes opened in confusion as she reached out to pull Emma back down toward her. Emma smirked, and complied, leaning forward once again, this time positioning her arm so that she could use her right hand to massage Regina's breast while also supporting her own weight. Once comfortable in the new position, she leaned down to and began kissing Regina's other breast. She focused in on the hardened peak and began to flick her tongue over it, just as she had to Regina's clit only minutes before. The attention to her breasts in combination with Emma's skilled fingers repeatedly curling against that one spot while her palm added a slight pressure to her clit is all it took to bring Regina tumbling over the edge once more.

Emma waited until the fluttering around her fingers ceased before she pulled her hand away from Regina's center. Without thinking, she brought her fingers up to her mouth and cleaned them off. Regina's eyes, which had just opened once more, widened first in surprise watching Emma clean her fingers, but they quickly settled into a lust-filled gaze. She reached up and pulled Emma down and locked their lips together. She ungracefully slipped her tongue into Emma's mouth and tasted herself. When she pulled away she said, "I like how I taste on you," and she tried to flip their position so that Emma was beneath her, but she found instead that her legs were weak and shaking.

Emma, who would not have relinquished control regardless, smirked and tapped Regina's rear, indicating she should raise her hips. As she did so, the blonde pulled the pillow from beneath her lover and tossed it to the foot of the bed. "That's my pillow tonight," she stated proudly as she settled atop her partner once more. This time, she was straddling one of Regina's thighs and was sitting up right. Regina traced her fingers down Emma's sides, causing chill bumps to appear on the blonde's body. She continued her light touches when she reached Emma's chest, first tracing the outline of Emma's pert breasts then teasingly running her fingers across the pink nipples.

Leaning in, Regina wrapped her plump lips around one small, hardened bud. Emma took a focused breath before guiding the brunette's hand between her legs. Regina cupped Emma's center, atop the blonde's cotton Calvin Kleins. She pushed the underwear aside and ran her fingers through Emma's folds. "Em-ma. You are so wet."

Emma guided Regina back down the the pillow and began kissing her neck. She pressed her thin, open lips just below the other woman's ear. She then allowed her tongue to peak out just enough to trace the outmost part of Regina's ear. She stopped and whispered, "That's what you do to me, Regina. Just looking at your beautiful body can make me this wet." Regina entangled her free hand in Emma's hair and guided the blonde's lips to her own. Keeping her left hand in Emma's hair, Regina removed her right hand from between Emma's thighs just long enough for a slight movement of the wrist to remove Emma's panties. She then teased Emma's entrance just enough to lubricate her index and middle fingers which she then spread and began sliding along both sides of Emma's clit. The two women parted their lips momentarily to catch their breath. Emma rested her forehead against Regina's.

"Keep doing that, babe," Emma encouraged. Without saying anything, Regina did what was asked of her. Though this was the first time taking things this far in the bedroom, based on their previous intimate encounters, Regina was pretty sure that any kind of penetration would be off the table with Emma for the foreseeable future. Regina tried not to rush her actions, but she was eager to make her lover come. She teased Emma's entrance once more, but quickly resumed the ministrations that had caucused Emma to vocally expressed her satisfaction. Emma's hips began to move, and just as Regina brought their lips together once more, Emma pulled away and said, "I am so close." The mayor finally disentangled her left hand from the long blonde locks and moved her olive toned hand to rest on Emma's cheek.

"Open your eyes, Emma. I want to see you." Green eyes met brown ones, but only for a moment before they were closed once more. The blonde buried her head in Regina's neck as she came.

For a few minutes after Emma came, or maybe it was only a few seconds, everything was a blur. Nothing made sense. Regina was brought back to reality by Emma kissing and lightly sucking the base of her neck. "Miss Swan…" Regina tried to summon a threatening tone, but, she was only able to manage her soft, sexy bedroom voice. "You better not be marking me." With that, Emma ran her tongue along her handiwork and pushed herself up with her arms, unintentionally flexing her triceps. Before Emma could say anything, Regina ran her hands along the outline of the muscles and said, "On second thought, you can do whatever you want to me. There's nothing a little magic can't fix."

Emma grinned. "Do you use that line on all your bedmates?"

Regina giggled as she worked her way from underneath the blonde so that the two lay facing each other. "You're the only person I've lain with whose muscles allow them the freedom to say and do whatever they want to me. I only allow myself to be topped by the finest of the fittest."

Emma blushed, then went deep into thought for a moment.

"What's on your mind, dear?" Regina pulled herself in closer to the sheriff.

"I'm figuring logistics."

"For….?"

"How you're going to admire my abs and quads when I am holding you up and taking you against the door of your office." It was now Regina's turn to blush, as the image conjured in her mind by Emma's words placed the blonde firmly between her legs, thrusting into her in what she was sure was a passionate, post-lunch quickie. Although, Regina reasoned, Emma could just as easily have meant that she would be kneeling before her, letting that skilled tongue do what she now knew it meant to do—servicing the Queen. But that would, in no way, be an ideal position for Emma to showcase her physical strength.

She was pulled from her fantasy by Emma. "And come to think of it, I have a brand-new strap-on. Never got the chance to use it." Regina then knew her first thought had been Emma's intended scenario. She grinned.

"We can experiment with your strap-on if you want. But I think I have something you will like better."

Emma's eyes lit up with excitement and curiosity, remembering the book that was the catalyst of the day's events. "Hell yes! I am down. What are you thinking?"

Regina laughed at the other woman's eager response. "There are two I think we can have a lot of fun with while we are still getting to know one another's bodies and preferences. One will cause the fingertips of your dominate hand to vibrate. I cannot wait to use that spell and have you at my mercy." Evil momentarily flashed across Regina's face as she reached down and cupped Emma's sex. "Because I can promise you this, Emma, I am not always going to lie back and be your pillow queen like I was today. You ought to know by now that I like to be in charge."

Regina watched as Emma's eyes darkened. "You are so sexy."

"Imagine this, Miss Swan, a spell that will turn this," she squeezed the other woman's sex as she emphasized the word, "into a raging hard cock. Not that I do not appreciate the beauty of your womanhood. I most certainly do. But imagine all the things you want to do to me with a strap on… Now imagine feeling me respond to every thrust."

Emma rolled over onto her back and rubbed her face. The thought was too much for her to bare. Getting to be that close to Regina. Getting to feel Regina flutter around her while they come together against the door of her office in Town Hall. Emma just realized that Regina had begun softly rubbing her clit once more. Only this time, Emma could not help but to imagine it was Regina's hand stroking her hard.

Seeing that Emma was not offended by her suggestion, Regina continued. "One thing about this spell, Miss Swan: if you're going to penetrate me beyond what we've done this afternoon, you have to pass a test." Emma was listening with her eyes closed, enjoying Regina's voice, saying dirty things while bringing her to the edge. "You see, as I said, you know I like to be in charge. In order to be able to use this spell on me the way you want, you'll have to prove to me that you can control yourself while fucking your Queen. To show me you can do that, I am going to ride you until I am satisfied. If I want to come three times before I let you finish, I will." Regina picked up her pace between Emma's legs. "Here's the real caveat, a special rule just for you, Emma: you cannot come inside of me the first time."

Emma had been silent except for the sounds of pleasure falling from her lips, but at that, she brought herself to ask, "You're going to tell me that I get to feel every inch of you as you ride me to your heart's content, and you expect me not to come inside of you?"

Regina let out a sexy giggle. "You see, Em-ma, I have bigger plans for you if you pass my test. There's something else I would rather you do. Something that I've never let anyone do before. I would rather you come in my mouth; I want to feel and taste you as you come undone." As Emma let this fantasy play out in her mind's eye, she did not realize that Regina's fingers had stopped, nor did she realize that the brunette had moved downward and settled between her legs. What brought her back to the present moment was the feeling of Regina's tongue pressed against her clit, working steadily just as her fingers had done. Within moments, Emma was climaxing.

When Regina was sure Emma had ridden out the last waves of pleasure, she broadened her strokes as she slowed them. Several times, her tongue slid across Emma's entrance, but she did not linger enough to make her partner uncomfortable. She eventually stopped and began to kiss her way up Emma's body. As she reached her face, she planted a kiss on the side of Emma's mouth. Both settled in comfortable silence, holding each other. After several minutes, Regina heard a small snore come from her lover. She sat up, looked her over, and shook her head smiling. She reached to the foot of the bed for the pillow Emma laid claim to and tucked it against the fair-complected woman. Regina then got up from the bed and made her way to the bathroom to freshen up.