Regina slowly opened her eyes and felt her dick twitch at the whine in Emma's voice. Leaning forward she released Emma's thumb and touched their foreheads together.

"Emma I-. What is all of this for you?" Regina sighed and asked.

"What do you mean?" Emma scrunched up her forehead.

"I mean I...really like you, Emma. You are amazing...and beautiful...in all aspects. It's not hard to fall for someone like you...I'm saying that I...don't want this to just be about sex." Regina sighed.

Emma played with the ends of Regina's hair, rubbing her nose along the other woman's.

"You want to be with me?...Like you want us to date?" She asked and smiled, Regina smiled too and nodded her head yes.

"Yes, if that's not what you want. I can understand. You're young, and if you just want to-" Regina was cut off by Emma's lips on hers.

"Regina. Shut up. Of course I want that too." Emma shut her up. "And you're not that much older than I am." Emma pecked her lips.

Regina smiled against her lips but kept kissing back, deepening the kiss, she buried her hand into Emma's hair before she traced kisses down the blondes jaw. Attacking her neck and shoulder, Regina moved her top strap down and kissed and laved her skin.

Outside the cell the main lights shut off for the night and they were bathed in the moonlight coming through the window. Quickly Regina got rid of Emma's white top, revealing her breasts and pink nipples. Groaning she leaned forward, wrapping her lips around Emma's hardened nipple.

Henry had already gotten his fill for the night, so her breasts didn't have much milk in them. But when Regina began to suck, her mouth was filled with the warm and sweet taste of milk.

She groaned and laved at it harder, wrapping Emma up in a tight embrace, her fingers spreading along her back. Emma shivered and threw her head, rubbing her center down on Regina's bulge. She was wearing grey sweat shorts and could feel Regina palming and gripping her ass, guiding her hips as they moved.

Emma clawed at Regina's black shirt and bunched it up, forcing Regina to stop what she was doing and pull back, as it came over her head. Regina had a sports bra on and Emma groaned, damnit more clothes!

Pushing back and climbing off of Regina's lap, Emma ignored her whine and stood up. Taking the waist of her shorts and the waist of her panties in her grasp, she pulled them down and shimmed out, throwing them on the desk. Turning back around she fluffed her hair and swooped it to one side, seeing Regina's eyes roam over her body.

Walking back, Emma pulled Regina up and reached for the hem of her sports bra. Bringing each of her arms out and getting the tight garment over her head, Emma threw it back. She looked Regina in the eye and wrapped her fingers around the waist of her joggers and slowly pulled them down, letting them fall. She did the same with Regina's boxers but went down with them this time, her eyes never left Regina's.

When they did she came face to face with Regina's semi hard dick. It was over 8 inches, slightly darker than the rest of Regina and she was circumcised, so Emma could see the mushroom head of her cock. Biting her bottom lip, Emma helped Regina get her legs out before she placed her hands on the woman's thighs.

Rubbing her hands on her thighs, Emma leaned in and kissed around the inside of Regina thighs. Kissing up until she kissed around the length of the woman's cock, down to head. Taking it into her hand she wrapped her lips around the already leaking head and heard Regina let out a low moan above her.

Regina's thighs twitched and she had to bite her lip to silence her moans. Mal had only did this once for her and she had to ask, other than that it was just quick fucks in closets or she come into her cell and ride her till she came.

Emma did it without even asking, like she wanted to do it. She was sucking and licking her tongue over her cock like she wanted Regina to cum right there in her mouth. After a few minutes she did feel like she was going to cum, but she couldn't have that. Wrapping her hand in Emma's hair, Regina gently pulled her away from her cock and bent down to pick the smaller woman up.

Attacking her lips, Emma wrapped her arms around her and let Regina carry her to the desk. Emma could taste her milk on Regina's tongue and it mixed together with taste of Regina's pre cum. Moaning and rubbing her wet core over Regina's stomach, she whined when Regina put her down on the desk.

Regina trailed her kisses down Emma's body, taking her skin between teeth nipping and laving at it till it turned a shade of red. Regina moaned satisfied and she took her kisses lower, kissing the inside of Emma's thighs, sucking on the skin she could reach. Pushing her nose up against Emma's clit she rubbed it around took in Emma's scent, before she stuck her tongue out flat and swiped up. Dragging her tongue from Emma's wet whole and up, she sucked the blondes sensitive clit between her lips, flicking it with her tongue.

Emma's stomach twitched and she buried her hand in Regina's hair, rolling her hips a bit to push Regina into her more. Regina let go of one of her legs and brought her hand up, running a finger along Emma's entrance as she sucked on her clit. Spreading her wetness around, Regina slowly pushed one finger up into the tight hole. Regina groaned and sucked harder, closing her eyes as she felt Emma's walls grip her finger.

Pulling back she watched the single digit pushing up and back inside her, before she gently added another finger, looking up at Emma she saw the young blonde with her head thrown back, gripping the desk. Straightening her fingers, Regina kissed Emma's thigh. Emma brought her head back down and saw that Regina was looking right at her.

Regina saw that her green eyes were almost black now, and Emma's smiled at her letting go of the desk and put her hand back in her brown curls. Kissing the inside of her thigh again, Regina put her lips back on her swollen clit and then curled her fingers up. Emma let out a silent moan and gripped Regina's hair tighter. Stretching Emma's cunt further, after a good amount of thrusts, Regina slowly added a third finger and dug Emma out, sucking on her clit until she felt the young blondes thigh shaking in her hold.

Emma silently came, breathy low moans, as she shook and shut her eyes tight. Regina lapped and moaned, stroking until Emma stopped shaking. Pulling her fingers from inside her and wrapping them around he cock, Regina kissed and licked between her thighs until Emma couldn't take it any longer.

"Ok. Ok. Ok." Emma whispered trying to catch her breath and whined. "Regina."

Relenting Regina let Emma pull her and bring her in closer, biting her lip and smiling down at the younger woman. Emma smiled back and shook her head, wrapping her hand around Regina's neck bringing her into a slow passionate kiss. Pulling away Emma looked around her shoulder and towards the bed.

"That's going to make too much noise." Emma sighed.

She had been trying this whole time to be quiet. Since they got to the prison, she had heard people having sex in D block, even in showers as she walked by. She really didn't want anyone hearing them fucking like horny rabbits. Regina looked back and thought it over, usually when Mal came in she would either bend her over the desk or against the wall, or she'd sit in the chair while she round her. But none of those seemed to fit, that chair was cold, and the desk would creak. Luckily for her...Emma was small.

Turning back to Emma, she just smirked and kissed her sweetly before she bent her knees and hosted the tiny young blonde up into her arms. Emma laughed lowly and wrapped her arms tighter around her neck, she gasped when her back hit the wall. Regina kissed her until she was breathless, trailing kisses down her neck and up to her ear.

"You're going to have to help me a bit here, baby girl." Regina kissed and licked her ear.

She was holding Emma up in her firm hold, she could always just slam Emma down onto her cock but she didn't want to her the younger woman. Emma got the hint and brought her left arm down, pulling back she reached down and grabbed Regina's cock. Stroking it and running her thumb over the tip making Regina twitch.

"Emma." Regina growled her name and she quickly looked up and bit her bottom lip.

Leaning up and using her thighs, Emma positioned the head at her entrance and looked back up at Regina. Regina pushed her hips forward slowly and pushed Emma down, pushing the head of her cock inside her wet cunt. Emma brought her arm back up and held on tight as Regina kept pushing inch after inch inside her, stretching her tight pussy as she took it all.

Emma gasped and Regina was breathing through her nose, staring Emma down she watched her face she took her cock. Emma was squeezing her walls around her cock, she was so tight Regina shivered as she started to move her hips back and thrusting into her vice.

Regina started off slow, kissing Emma's lips and digging her hips, stroking her deep. Emma moaned quietly into her kisses and bit down on her lip, when Regina palmed her ass cheeks and started bouncing Emma on her dick.

"Regina! Oh fuck!" Emma whispered and hissed.

Regina kissed her cheek and pulled her hips back, and started slamming into her cunt. Emma turned red because when she did that, their thighs and skin slapped against each other.

"Shhhh!" Emma pulled back and looked at Regina smiling, the brunette just smirked and chuckled lowly, laying her forehead on Emma's.

"When I think about us...I think about making you scream and moan... My name falling off your tongue...so loud everyone can hear it...everyone can hear the things I'm doing to you...the way I'm fucking you." Regina looked her straight in the eyes as she thrusted harder.

Emma whimpered and hid her face inside Regina neck, silently moaning as the slapping sounds started up again. Regina kissed at her shoulder as she kept thrusting deep and hard in the blondes pussy.

"You feel so good." Emma whined still hiding her face. "Regina! Fuck, that feels so good."

Regina stopped for second, letting her muscles rest, breathing fast. Emma whined again hooking her ankles behind Regina's back, she started bouncing herself on the cock. Regina threw her head back and groaned, fuck she was going to cum soon.

She made the choice to walk back over to the desk, setting Emma down on the edge, spreading her legs and pounding into her pussy. Fuck the noise.

Emma threw her head back and blushed more at the squeaking the desk made. Regina attacked her neck and brought her hand down between them, rubbing Emma's swollen clit with her fingers. Snapping her hips back, she rubbed at Emma's clit vigorously applying just the right amount of pressure Emma needed.

The desk creaked faster as Regina sped up, chasing after her orgasm. Emma pulled her head up and attached their lips, squeezing her arms around Regina's neck as she came around the dick still thrusting inside her. Silently cumming Emma climbed back into Regina's hold and the brunette gladly picked her up again as she felt Emma's orgasm washing over making her shake.

One arm wrapped around her and the other holding her ass, Regina dug her hips deep and fast until she pulled out completely.

"Fuck! Emma!" Regina hissed and moaned.

Her cum shooting up between them, landing on Emma's thighs and both of their stomachs. Regina was gasping and breathing quick as her orgasm tore threw her, holding Emma tight and her toes flexing against the ground.

Emma kissed and nipped at her jaw softly as she caught her breath. Regina walked back carefully and slowly lowered them down to sit on the edge of the bed. Regina was still breathing heavy, her muscles finally relaxed again. Opening her eyes and looking up, she saw Emma's smirk and leaned up to kiss it away.

Emma reached down and wrapped her fingers around Regina's still twitching cock. Regina's muscles twitched and she grabbed Emma's forearm but didn't stop her from stroking. Emma pecked her lips sweetly and Regina pulled back.

"Can you stay with me tonight?" Regina asked.

Emma instantly shook her head and kissed her again. August could watch Henry for one night, she told him where she was going so he has nothing to worry about. Emma got up from Regina's lap and Regina leaned over and pulled a bin from under the bed.

Grabbing a pouch of baby wipes she managed to find on a run, Regina took two out and went about wiping the cum from Emma's thighs and stomach and then wiping herself clean. Emma giggled at cool touch and sighed laying back on Regina's pillow.

Regina grabbed an extra blanket from the bin too and turned, throwing it over them both. Emma immediately cuddled up to her chest and Regina gladly welcomed her into her arms. Emma kissed her lips and then trailed her kisses down the side of Regina's neck. Regina turned her head and gave her more access, rubbing her hand down Emma's back.

Emma threw her leg over Regina's hip as they kissed and a few minutes later she felt Regina cock hard again, poking in between her legs and at her thigh. Emma gasped and pulled back, looking down and then looking back up.

"Again?" Emma asked shocked.

"We don't have too." Regina shook her head and pecked her lips.

Emma responded to her kiss and it turned passionate and then hungry. Emma reached back and wrapped her fingers around the cock positioning it at her entrance again and sank down on it, never stopping their kiss. Regina moaned into her mouth and placed her hand on Emma's ass, her hips thrusted forward before she could stop them.

Regina pulled back and looked down at the young blonde, who was biting her lip and smiling as she kept moving up and down on her cock. Emma pecked her lips and laid her head on Regina's shoulder and laved at her neck.

"Show me again."