*Warning that this is a LITTLE Benoight but... Mostly FearlessQueen. (Regina Mills OUAT) smut. There will be a part two coming soon. You've been warned*

"I still can't believe you're making me do this."

"Oh come on," walking up behind her, snaking his hands around her waist,

"You deserve to have some fun. Be a little crazy," nuzzling her neck with his nose,

"Go out with the girls."

"Yeah, that all sounds fine. It's the whole calling it a 'bachelorette parry" thing I don't much care for" fastening the loop of her second earring.

"Oh come on. You'll have a good time. You know Amanda is good at planning these things. Plus, I'm gonna put a ring on you in three days. Who knows what wild oats you have to sew."

"I think I've sewn all my wild oats. My oats are warm and infused with the milk that I feed to my kid in the morning, that's how tame they are."

"Exactly," pressing his lips to her earlobe,

"You gotta let loose, one last time." Pinching her sides playfully, receiving a playful laugh.

"Fine. I'll go. But if a stripper shows up..."

"Fine. Then you're gone."

"I'm so gone. You're the only guy I need to see shaking his stuff at me."

"That's good to hear." Kissing her on the cheek,

"But, if it's a female stripped then, by all means..."

"Oh I'm sure you'd love that."

"You have no idea how much."

"Oh! Saved by the bell." Laughing as she made her way to the door.

"Amanda, come on in, I just need to go grab my dress jacket and I'll be right out."

As they left, Amanda promised to keep her eye on Olivia, and that they'd be back before 4 AM

"Okay! Okay!" Olivia stood, tapping her champagne glass,

"I just wanted to thank everyone for coming, and thank you to Amanda," motioning to the blonde on her left.

"Who planned this whole thing. I had a great time, really. It feels good to get out and have some girl time. I do however think that this evening is coming to an end, given that half of us have left to go home to our families and the other half are drunk enough that I took all their keys and called cabs." Pausing for the gentle laughter.

She said her goodbyes and stood in the middle of the circular couch located in the back of the club, and hugged her guests.

As she started to clean Amanda budded in,

"No, this was your part you shouldn't have to clean it up."

"Amanda you know me, it calms me down. Plus I think I have a bit of a buzz, it'll help me calm down before I go home."

Pausing for a moment of good faith,

"Really, go home to your baby. Get some rest."

"Alright, see you soon."

"Thank you again." Giving a gentle side hug.

As she continued shoving tissue paper into a trash bag she felt a coolness run up her spine. She turned and saw a woman dressed in black sitting at the bar.

"Regina," barely audible, and in no way loud enough for the woman to hear her. But the fact Regina's eyes were glued to her as her index finger ran along the rim of her glass.

Slowly she made her way off the bar seat, and walked over to Olivia.

"Olivia Benson, as I live and breathe." Smiling almost viciously, predatory in her walk across the floor.

"Regina... H... How are you?"

"I think you meant 'what the hell are you doing here' but I see your manners are still adorably in tact." Running her finger along her cheek.

"How long has it been? I haven't seen you since, what Michelle's going away party?"

"That night. Actually." Smirking, taking a sip from her class. The immediate rose flush that rushed Olivia's cheeks reward enough for her to walk away right now. But why give up when her game had just started.

"Right." Tucking her hair behind her ear.

"I guess congratulations are in order." Looking down around her as her eyebrows raised up her forehead, who's the lucky guy?"

"His name is Hank, he's a retired Police Sargent. He's, amazing."

"Well, that's wonderful. I'm so happy you found someone who could pin you down." Taking another slow sip from her crystal glass.

"What about you, " swallowing harshly,

"Any lucky men in your life?"

"Oh, my husband. Robin, he's... More like a soul mate. We've been through hell and back but that's how you know it's real, right?" A small laugh, as her hand drifted across Olivia's arm.

"Indeed." Scoffing lightly.

"Any little ones running around?"

""Three actually. Though, they're not so little anymore. Girls, it's like you blink and they're this whole little person. Ans boys... they grow so fast."

"Tell me about it. Mine is 5 and I swear he's almost taller than I am."

"How precious." Regina's gaze still burning through Olivia.

"So... What are you doing here? This is a pretty big coincidence."

"Mm. Yeah, coincidence." Smiling devilishly.

Looking at her in confusion, awaiting an explanation.

"Look, after I moved to New York, I've been putting my... Abilities... On hold."

"Oh." Knowing full well she was talking about her magic.

"But, idk. I came across an old yearbook and it got me thinking, maybe I'd check up on some college friends. I, looked into my crystal ball" again knowing she meant her mirror,

"And there you were. Getting ready for a night out. And I thought... Idk. Why should you have all the fun. Why not come and catch up?"

"You flatter me." Laughing lightly.

"I'd like to do more to you." Cocking one eyebrow.

"At a loss for words are we?"

"No it's just..." Looking around,

"Oh, maybe you'd be more susceptible in a more," a poof of purple smoke surrounded her, and they found themselves in a dark room.

"Private location."

"Listen Regina, I'm very flattered. And I do remember how... Much fun we had, but I'm engaged. I'm getting married in two days and I can't-"

"Have me licking you everywhere,"

"Regina, I can't, I-"

"Don't want my fingers knuckle deep inside you?"

"I..."

"That's what I thought."

"Listen..."

"Maybe I'm not working hard enough. Maybe I need something... Else."

Suddenly she found herself sitting on the bed, with a red chair sitting a foot away from her.

"I should have learned by now that you take time to warm up."

Breathless, her heartbeat in her chest, as Regina was engulfed by another cloud of purple smoke.

When her body cleared she was clad in a French maids outfit. Fishnet stockings, a short skirt that left little to the imagination, a low cut black top, and her hair perfectly secured on top of her head.

"I'm sure I could persuade you..." Strutting over in her red high heels.

"I remember you liking this. Do you still enjoy it?" Holding the skirt daintily in her fingers and she slowly twirled,

"I have a few more curves now that my body has matured... As do you. And if I do say so myself I quite enjoy how you've turned out."

"I uh..."

"Good." Sitting in the chair, her legs crossed.

"You seem so quiet." Swinging one leg around to the side of the chair, mirroring the motion with the other. Leaving Olivia with a perfect view of her inside thighs, barely covered core, and exposed section of her stomach.

"Pussy got your tongue?" Smirking as she adjusted her head peace.

Breathless and panting,

"Listen," Olivia's voice weak

"This is... This could be amazing. But I'm not a cheater. I can't do that to Hank. Especially with the trust issues he's had in the past. I can't let someone touch me like that." Reginas hand so close to Olivia's pants she could feel the heat radiating from her center.

"simple enough..." Her grin wicked and crooked,

"I just won't touch you then."

Before Olivia could understand what she meant, Regina innocently raised her hands to the sides of her head, but Olivia could still feel two fingers playfully walking along her inner thigh.

"Regina..." No fight left in her voice as she felt another hand caressing her breast over her bra, pinching at a covered hardened nipple.

"What? You said no touching..." Her grin fading but not disappearing completely,

"I'm not touching." Placing her palms on the sides of her thighs slowly and catlike.

Devilishly staring at Olivia gasping for breath as her magic hand slipped into her pants, and rubbed torturously slow against her wetness.

"Cheater."

"It's a loophole. You're a cop, you're surrounded by lawyers, you should know about that by now.

"S-still I can't..."

"Fine. I'll level the playing field."

Olivia felt all ghostly touches vanish from her heated skin.

"I'll only touch my own body. And you, well, do the same."

"I don't know,"

"Oh come on." Standing up slowly, Unhooking her corset, letting it hit the floor.

"We're both married, almost. This is just fun between two old lovers. Nothing more."

Smirking as she slipped her fingers into the waist of her skirt and slipped it down her legs.

"Are you going to let me look like a fool, standing here half naked while you sit there with your 45 layers on?"

Slipping her hands around her back, undoing the clasp on her brazier, letting the straps fall from her shoulders, but not yet letting it fall from her breasts.

Before she could explain it, she felt herself standing up. She found herself unzipping her dress, the cold metal of her zipper cooling her heated flesh as it traveled down her back. Sliding the fabric off her shoulders, letting it fall from her sides, and slipping it over her hips.

"That's more like it." Wiggling her brazier off of her body.

"Your turn. But first? Would you be a dear and take my hair down?"

Turning, giving Olivia the perfect view of her ass, clad in only a lace black thong.

Tangling her fingers into the long black updo, pulling out any pins she found. As the curls hit Regina neck, one by one she swept them to the side, leaving her neck exposed for a kiss from Olivia's soft lips. She couldn't help herself, her skin was so shiny and smooth. She smelled of cinnamon, and apples and she couldn't resist it.

Softly licking at her skin, as Regina gently tangled her fingers in hers, guiding them across her body. Bringing them to caress her breasts.

"Mm like that. You remember." Humming as Olivia's hands grabbed firmly at her breasts.

"I remember everything you like." Kissing her earlobe, suckling on it.

"I thought we weren't supposed to-oh!-touch each other."

"Hank told me he'd be a bit understanding, if these sir instances were to arise. I think we're okay."

"that's what I like to hear."

spinning and using her weight to push Olivia onto the bed.

"I'm going to make up for all the lost time between our last encounter and now."

Crawling up Olivia's body, slow and low. Kissing her exposed flesh. Her bare nipples brushing against Olivia's brazier.

Her lips floated millimeters away from Olivia's as she gripped her wrists in her palms, placing them above her head.

"I think your hands should stay here for a while"

Smirking, as Olivia attempted to move her wrists, only to find that Regina's hands weren't the only things holding them there anymore. She couldn't see them, but she could feel the silk restraints.

"Chester."

"See, you keep accusing me of being a cheater but I prefer to think," pausing as she hooked her finger into her bra,

"I'm just clever. Resourceful. Decent at detecting people's weaknesses... That sort of thing."

Taunting her as she raked her nails down her sides.

"And I remember..." Putting her hands on each of her thighs,

"One weakness you had, in particular." Licking her stomach, pulling her panties down over the arch of her hips and the bubble of her ass.

"I remember how much you liked my tongue. How you liked it here,"

Licking her inner thigh,

"And here" the apex just before her leg met her center, receiving a moan from tightly closed lips

"Mm yeah see. I remember." Licking at that wetness she was not surprised to find waiting for her.

"You like that don't you?"

"Mm"

"I can't hear you..." Pausing her tongue work until she got the desired response.

"yes. I like that."

"Tell me exactly what you want." Licking slow and gentle against her flesh.

"I-I want your tongue."

"Mm where?"

"On my clit. I want it like you know I like it. Please."

Desperation cracking through her tone.

"Oh I like that. Beg me a little more, Olivia."

"Please. Please lick me, and eat me and make me cum. Please Regina."

"Such a good girl." Licking at her, exactly how she knew she likes it. Making her wriggle and wiggle beneath her.

"Yes like that, oh god Regina. I'm gonna cum"

Regina sped up her tongue action, circling her. Gently she pressed one finger below her chin.

"Oh fuck." Arching her back,

"More. Please, more!"

Humming as she sucked on Olivia's clit, pressing another finger into her, pumping them, arching them upward in the perfect way.

"Oh yes Regina, oh god!"

"That's it. Come on Olivia, cum for me, food girl,"

Smiling as Olivia came undone under her, with her fingers buried deep inside her.

"Holy shit."

"Mmm" wiping Olivia's wetness from her chin.

"You really do remember what I like."

"I told you. I also remember how much you liked this,"

Olivia saw the blue gentle light illuminating Regina's Palm, as it takes over her body. The feeling making her hair stand on end and her skin ripple in goosebumps.

"Oh, my god I forgot about this." Laughing at the light sensation sweeping across her body.

"I didn't. I remember how it makes you feel. Tell me Olivia, tell me how much you like it."

Hovering over her body, her legs on each side of her thighs, her center pressed against her leg as she rubbed gently against her.

"It feels so good Regina. I love how you make me feel."

Almost whining, a high mousey voice.

"You make me feel good too, Olivia. Your breasts,"

All the sudden her bra was gone and she felt the sensation sweeping over her nipples,

"And your ass," the sides of her hips feeling the gentle warmth.

Taking one of her breasts into her mouth she gently suckled.

Her hips moving against Olivia's thigh faster as she bit gently at her breasts and exposed flesh of her neck.

"Oh wow," each thrust of Regina's hips, making her hips brush against her center.

"Oh god," pressing her forehead into Olivia's neck,

"Come on, Regina, cum. Cum all over my fucking thigh."

"Oh fuck Olivia," releasing the invisible restraints on her wrists.

Olivia's hands immediately moved to Regina's ass, gripping and clawing at it as she moved faster.

Her breath hitching and hitting Olivia's neck as she panted in desperation.

Gripping Olivia's skin, leaving angry white marks.

Pulsating once, twice, three more rough times against Olivia's swear stained skin.

"Damn... Looks like I ruined another pair of panties."

Both of them laughing as they tangled their hands in each other's hair, locking their lips together as they tried to get their breath back.

"So Hank..."

"What about him?" Asking with slight caution in her voice.

"Think he'd be up for some fun? The three of us?"

Laughing,

"I doubt he'd pass you up."

"Good. Maybe we can arrange something." Tracing her nail above her breasts.

"And Robin?"

"He's understanding in my little quirks. We've had some fun with my friend, Mal, but he'd be understanding of me having some fun as long as I tell him about it. And oh, will I tell him about it. In full detail."

"I bet you will, and I guess we've learned you don't forget."

"Mm. That's true. There are a few things I seem to just be remembering..."

Faking innocence. Bringing her hand to Olivia's hair,

"The trouble with Hank will be not using my magic on you..."

"It was hard enough to explain how my vibrator works to him so I doubt he'd be able to wrap his head around this." Holding Regina's wrist in her palm.

"well then we'll have to squeeze it in while we still can..."

"I guess it looks that way..."