A/N: This fic contains smut, graphic description of a blowjob, and vagina+penis sex. Emma is a woman with a penis, so there's lots of references to erections/things that penises do. If you don't like that sort of thing, please do not read this fic! This is your warning.

All mistakes are mine. Please forgive me if you see them/point them out to me later so I can fix them. Enjoy!


Emma knocked on the door of the mansion, taking a step back and slipping her hands in the back pockets of her jeans as she waited for a response. She rocked back and forth on her feet, grinning when Regina opened the door.

"Hey."

"Hello, Emma. I've told you before, there's no need to wait for me to answer."

"Yeah, but I don't wanna just barge in," she responded, following Regina inside. "You could be entertaining."

Regina snorted, shaking her head.

"If I were doing anything of the sort, Sheriff, I would not have invited you to join me on the one evening I am alone."

Regina had complained that she was bored (and lonely) Thursday nights due to the fact that her son played soccer on those evenings. He usually joined his teammates right after school for his practice, and afterwards they got something to eat. He normally didn't return until almost nine o'clock, leaving Regina with nothing to do for the entire evening. At fifteen, Henry didn't want his mothers hanging around his practices, only extending an invitation for them to come if it was a game. When Regina voiced to Emma that she had nothing to do the nights her son was out with his friends, Emma had offered to make it their unofficial movie night. They'd been getting together for months now, and Emma looked forward to the time they spent together.

"Emma?"

Realising she hadn't yet answered, Emma shrugged in response.

"Never know."

Regina rolled her eyes, leading the way to the living room. Emma's eyes stayed glued to the woman's ass as she followed. Regina wore a tight, maroon coloured dress, and the material clung to her like a second skin. Nothing was left to the imagination, and Emma's throat dried as she drank in the sight of the other woman. She took in as much as she could, reluctantly tearing her eyes away when they reached their destination.

Regina turned around the second they entered the room, biting back a grin as she saw Emma's eyes immediately leave her backside. Emma wasn't discreet, but even if Regina hadn't seen her avert her gaze, she had definitely felt the green eyes boring into her ass the second she'd turned around and led the way to the living room. Emma's eyes were constantly raking over her body, and it was for that exact reason that she had worn this dress and sashayed her hips as she walked. Regina was hoping that Emma might make a move tonight because she was getting tired of waiting. She'd been dropping all sorts of hints to the blonde, and even though she seemed interested, Emma never actually made a move on her. It was confusing to Regina, getting these mixed messages. She often found Emma's attention on her breasts or her ass, but then when Regina would lean against her, purposefully rub her body along Emma's, Emma didn't respond. Physically. Not even a twitch, and Regina was left frustrated and wet, while Emma seemed completely unaffected.

"Regina?"

Regina immediately snapped out of her thoughts.

"Hmm?"

"I asked if you picked out a movie yet."

"No, not yet."

"Okay. You feeling okay? You seem distracted."

"I'm fine. I simply had a long day."

"Why don't you sit down and I'll grab you a drink?"

Regina smiled in appreciation.

"That would be lovely. Thank you."

Emma nodded, making her way to the kitchen and grabbing a glass of white wine for Regina and a beer for herself. She then headed back to the living room, frowning when she found the brunette on the couch rather than in 'their' seat.

"You don't want to sit together tonight?"

"I was simply waiting for you," Regina explained, getting up and taking the glass of white wine. "Thank you."

Emma smiled in response, making her way to the chair in the corner of the room. She had no idea what kind it was- she'd never seen one in any home other than Regina's. Regina had called it a 'cuddler chair', which Emma found fitting, as it seemed to be a cross between a giant bean bag and an overstuffed recliner. The back was rounded and had a large seat, big enough that two people could easily curl up on it. It was also long enough that you could stretch out your legs, or even sleep on it, as Emma had done after more than one movie night.

Emma had 'fought' with Regina on their first movie night because this was Regina's chair, and the woman had been notoriously possessive over it ever since she'd bought it. But Emma had fallen in love with it as well, and she'd wanted to curl up in the soft-as-clouds cushions while they watched a film. Ultimately, they had compromised and had sat together on it, because friends sat together and it was perfectly normal to do so. Eventually, sitting next to one another had turned into curling into one another, which had migrated to cuddling and then finally spooning. Every Thursday night, they sat in 'their' chair, Regina pressed against Emma's front, Emma's arms wrapped around Regina's waist as they quiet watched a movie or a tv show together. Thursdays had quickly become Regina's favourite evening, spending the entire week anticipating the moment she'd be curled up again in Emma's arms. They were friends though, nothing more, and so their touches remained entirely platonic- despite how much Regina might wish otherwise.

Emma sat, wiggling into the cushions of the chair and spreading her legs. She smiled up at Regina and held out her hand, grasping Regina's slim fingers and holding her steady as the woman joined her. She sighed happily when the brunette shifted and rested against her, one arm wrapping securely around Regina's waist and the other holding her beer. The smile came without thought, thoroughly enjoying the feel of Regina's warm body pressed against her chest. Her stomach clenched when she felt a petite bottom wiggle against her, and Emma squeezed her eyes shut against the familiar stirring in her pants.

There were no real secrets between the women (other than the fact that they were attracted to each other and they were both too stubborn to admit it). They'd been close friends for the better part of three years and Regina was completely aware of the uniqueness of Emma's situation. She knew that Emma was not like other women, that she had parts between her legs that most women did not. But, Regina being aware of Emma's anatomy and feeling it pressed against her ass were two completely separate things. Emma could not hide her arousal as other women did, and she was sure Regina would not appreciate something poking her in the back when they were meant to be cuddling innocently. So she bit down on her lip as she did every week when Regina first settled against her, focusing on the pain rather than the exquisite pleasure Regina unknowingly produced. Emma exhaled in relief when the woman finally settled, holding her close when she felt the smaller body relax.

"Sorry. This dress is rather difficult to move in," Regina said apologetically, draping the knitted blanket she had pulled from the couch onto their laps.

"Yeah but you look hot as hell in it."

Damn it. Emma really should really learn to keep her mouth shut. She hadn't meant to say that.

"Thank you."

Emma flushed, grateful that she couldn't be seen. She took a deep gulp of her beer, her hand splaying against Regina's stomach of its own accord and gently rubbing against the soft material.

"How was your day?"

"Good," Emma responded, grateful for the change of subject. "Settled an argument between Granny and Gold. Why she ever thought renting to him would be a good idea, I'll never know."

Regina chuckled, and Emma suddenly became aware of the placement of her hand when she felt muscles contracting beneath her palm. She tried to pull away, but Regina immediately grasped her wrist, holding the appendage in place.

"It won't be for long," Regina said, stroking her fingers along the back of Emma's hand. "Just until the house is built. Then you won't have to constantly settle arguments between them. I'm sure Belle is tired of it as well."

Emma nodded, her cheek resting against Regina's ear when the brunette leaned her head back on her shoulder.

"She is."

Regina shuddered at the feel of Emma's hot breath against her cheek. If she simply turned her head, she would surely feel the woman's soft lips against her skin, the way she often fantasized about when she was alone.

"I can't imagine-"

Regina was interrupted by the sound of the front door opening and slamming shut.

"Mom?"

Emma stiffened, shifting as though she was going to move away until Regina intertwined their fingers beneath the blanket, keeping her in place.

"It's fine, Emma," she murmured before turning her head towards the living room's French doors. "In here, Henry."

Henry shrugged off his jacket and walked towards the sound of his mother's voice, his eyebrows shooting up to his hairline when he saw the way his moms were cuddled up in the corner of the room. He knew they got together Thursday nights during his soccer practices, but he had no idea they sat together like that. He eyed his ma knowingly, but she simply shook her head. Yeah right it's not what it looks like.

"Do you not have a practice this evening, Henry?"

"No. Too many of the twelfth graders are gone for their basketball tournament. There's not enough of us to even pretend to practice. Nick and James said they might call in a bit to grab a pizza or something."

Shifting awkward, feeling as though he was interrupting something, Henry took a step back.

"Anyway, I'm gonna go upstairs for a bit."

"Why don't you join us? We haven't begun our movie yet."

"I don't know. I don't want to intrude or whatever."

"It's all good, kid. Not intruding on anything."

The look he shot his ma told her he knew exactly what he supposedly wasn't intruding on, but he joined them anyway. He didn't have anything better to do and he knew it wouldn't be long before Nick called him to go out, so there was no sense in starting anything.

Regina smiled at her son when he sat down on the couch, grinning over at them.

"So what movie are you guys watching?"

"We haven't decided. Why don't you choose something?"

Henry shrugged, grabbing the remote and flipping on Netflix. He browsed through the drama movies for a few minutes, listening to his moms make idle chatter. He wondered when in the hell they'd finally smarten up and admit they liked each other so they could stop pretending to just be 'friends'. Part of him almost laughed. They were both so damn stubborn that they probably would never do it. He'd been contemplating just how he could get them to fess up, but he hadn't thought of anything good yet. He had considered just calling them both out on it, but the repercussions of it would probably not be worth it. His mom was incredibly private and he knew she wouldn't appreciate it if he just blabbed her secret like that. No. He had to think of something subtle, find a way to get them to confess but make it seem like it was their own doing and not his.

"Oh hey! Stop! What about Blood Diamond? Have you seen that one?" Emma asked, squeezing Regina's fingers beneath the blanket.

"No."

"Perfect. What about you, kid?"

"I have, but it was good. I'd watch it again."

"Good. It even has your mom's celebrity crush."

"My celebrity crush? That's absurd. I do not have a celebrity crush."

"Please, Regina. You so do."

"I most certainly do not."

"Help me out here, kid. Does your mom have a crush on Leonardo DiCaprio?"

"Yeah, she kinda really does."

Emma chuckled when Regina huffed, putting her beer down to wrap both arms around her.

"Oh, don't pout, pumpkin. It's cute. Really."

Emma squeezed gently, Regina pretending to be insulted and refusing to acknowledge the other woman. Emma jostled her lightly, snuggling into her shoulder and encouraging her to respond.

"Come on, honey bunch. He's a cute guy. We can all have a crush on him. He's got a really handsome face and gorgeous eyes. I haven't seen his butt yet but I'm sure it's very nice too."

"I loathe you."

Emma laughed loudly, muffling the sound against Regina's shoulder. She chuckled against her back, her laughter encouraged by the sound of Regina's soft giggling.

"You love me," Emma countered, breathing the words softly in Regina's ear.

Regina said nothing, shivering instead at the both the words and low rumble of Emma's voice against her ear. When a gentle hand began rubbing circles against her belly, Regina had to swallow hard in order to pull her focus away from the arousal stirring between her legs. She shifted in Emma's arms, eyes closing momentarily as she felt the wetness between her thighs spill onto her panties. She was grateful when Henry got up and turned off the light, knowing that now at least the flush of her cheeks would be hidden. If only she could discreetly poke her hardened nipples, she'd be safe.

Regina's libido calmed when Emma's hand stopped moving, allowing her to concentrate on Leonardo (he really did have such a lovely face) to distract herself. However, when Emma's fingers began lazily tracing random patterns against her belly again, Regina's attention was once again pried away from the movie. She closed her eyes and rested heavily against Emma, who dropped her chin on her shoulder and held her close. The feeling of Emma's fingers against her stomach, the woman's soft breasts against her back, the scent of her shampoo filling her nostrils, the strong muscles holding her close… it was stirring Regina's need once again. This happened every week when Emma inevitably began idly touching her, and Regina reacted every time. Regina squirmed in Emma's lap, shifting as she tried to ease the ever-growing ache in her clit.

Emma loved touching Regina, loved stroking her warm belly, her soft skin, loved pressing fully against her so that she felt every inch of her body. She loved burying her nose in Regina's throat, in her hair, closing her eyes and inhaling deeply until all she could feel, all she could smell was the woman curled up in her arms. Every week they cuddled like this, and every week she repeated the same pattern of gently touching Regina while Emma's body reacted not so innocently. There was no problem, however, as Emma always covered her body's reaction by performing a small concealing spell, hiding the fact that her roaming hands and all of Regina's small shifting gave Emma a raging hard-on. Regina was none-the-wiser, and Emma got to stroke and touch the beautiful woman as she knew they both enjoyed.

Tonight though, Emma was in trouble. She was getting hard, and she had no way of hiding it with Regina sitting in her lap. They hadn't had a problem in the past because they'd always adhered to a strict routine when it came to movie night: Emma came in and sat on their chair, Regina went to make popcorn, Emma performed a quick concealing spell, Regina returned and sat in her lap, they chose a movie together, and Emma spent the night touching and stroking Regina while the stiffness between her legs remained completely hidden by the cloak of the spell. Sure, Emma often had to bite her lip and hold her breath and tense every single muscle in her hips in order to refrain from bucking into Regina's soft and warm bottom when the woman shifted or squirmed in her lap, but it was worth it in order to get to touch Regina so intimately. But tonight, things had gone differently. She hadn't been able to perform the spell because their routine had been interrupted. Regina had sat against her right away and they'd begun talking, and then Henry had joined them and put on a movie. Regina hadn't left her lap. Her soft bottom had been slotted against Emma like a well-made puzzle piece, leaving not an inch between them. And when Regina had begun shifting, squirming, she'd slowly started pressing up and down Emma's length, causing blood to rush between Emma's legs. She'd been able to keep herself calm, to keep her erection at bay, but the more Regina moved and rubbed against her, the more difficult it was becoming to keep from getting hard. Emma realised she was fighting a losing battle, and if she didn't pull away now, there was no way Regina wouldn't feel exactly what Emma had been hiding from her for months.

"I think I want some popcorn," Emma managed to squeak out, attempting to pull away from Regina.

"I'll get it, ma. I need to call Nick now anyway."

Emma cursed mentally. There went her exit. She shifted in a way that she hoped was subtle, pulling her hips back and readjusting.

"Everything okay?" Regina asked.

"Sorry. Just trying to get comfortable."

"Of course," Regina said sweetly, though she was suspicious of Emma's explanation.

Regina discreetly tried to shift backwards to find the bulge she was sure she had felt stiffening earlier, but Emma reached out and held Regina's hips forward. There was no way to shove back without being obvious. Sighing heavily as she gave up for now, Regina settled and forced herself to focus on the movie, promising herself that she'd resume her earlier investigation after her son left for the evening.

The boy in question returned a moment later, carrying a large bowl of popcorn. He set it down on his mom's lap, smiling at her when she thanked him. Emma, grateful for the distraction, immediately dove her hand into the bowl while Regina and Henry chatted about his plans for the evening. Emma stared at the tv as she munched on her snack, praying that, for once, her erection would disappear by sheer will alone. She thought she might be making progress until Regina moved back in laughter, bringing her hip between Emma's legs and brushing up against the very area Emma was trying to keep away from her. Emma clamped down on the groan in her chest. God, she needed to get control of herself. Her cock twitched again, hardening further. She had to do something.

Emma glanced at Regina, the woman concentrated almost completely on their son. Hoping against hope that the woman wouldn't noticed, Emma discreetly mumbled the all-too familiar spell and breathed a small sigh of relief when it took effect. The magic did nothing to lessen the pleasurable feeling of having Regina rub and squirm against her, nor did it stop her dick from reacting to the warm body pressing against it, but it would prevent Regina from realising just how hard Emma was. And while she was relieved to know her hard-on was now hidden from discovery, Emma was receiving absolutely zero relief from Regina. The woman was moving against her almost with purpose as she chatted animatedly with their son. The sound of her laughter made Emma's libido stir even more, and she did her best to concentrate on the film the other two were now obviously ignoring. When Henry finally said his goodbyes, Emma prayed that Regina would finally settle and stop wiggling in her lap. When Regina grabbed the remote and sat back against her, Emma almost thought she was getting her wish. That is until Regina pressed the power button and the tv suddenly turned off.

"What- Why did you do that?"

Regina turned around, a predatory grin on her face. Emma swallowed hard, the look of determination on Regina's face making her a little nervous.

Regina grabbed the nearly empty bowl of popcorn from Emma, placing it on the floor. She then slid onto Emma's lap, sliding back and then forward once, smiling at the squeak that Emma produced.

"You performed a spell earlier, Emma."

"No I didn't."

"You did. I felt the fluttering of magic against my spine. You did have me second guessing myself at first, I'll admit that. You were very subtle. But I recognised the scent of your magic a moment later." Regina leaned forward, bringing herself closer to Emma's face. "So tell me, Emma. What spell did you perform?"

Emma swallowed against the dryness in her throat, biting on her tongue to concentrate. She shook her head, unable to respond. Regina rocked her hips, stroking herself up along Emma's thickness. To Regina, she was pumping against the air, but Emma… Emma felt the heat between Regina's legs slide up and down her length, desire clawing at her stomach with every rock of Regina's hips.

Regina watched Emma. She knew what spell she had used, just as she knew what she had felt when she'd accidentally pressed between Emma's legs. She knew what the woman was trying to hide, and she finally understood now why Emma never seemed to respond to her when they cuddled like this. She was reacting, but she'd been performing a spell to hide the evidence. Now, watching Emma's face as she attempted to maintain control, feeling her stomach muscles vibrate as she tensed her body… Regina knew exactly what she was doing to Emma.

"Lift the spell, Emma."

Emma shook her head again, closing her eyes against the incredibly erotic image of Regina biting her lip while rocking in her lap. She couldn't. There was no way she could lift the spell and show Regina just how hard she'd become. Her erection was straining against her jeans painfully, and the way Regina was lightly rocking her hips was making a painful situation even worse.

"Em-ma. I know what you're hiding. Lift the spell, darling, and let me show you how badly I've wanted you." Regina tilted Emma's chin, waiting until the woman opened her eyes. She saw Emma's surprise and confusion, so she smiled at her. "Yes, darling. I have wanted you for a very, very long time. I'm ashamed to admit that I did not notice your clever little spell before tonight. But you've used it before haven't you?"

Emma didn't respond, but her eyes rolled in the back of her head the second Regina's hand dropped between her legs, rubbing between her legs. She wasn't pressing exactly where Emma's cock was, but she was close enough that it sent sparks of pleasure up Emma's spine.

"Answer me, Emma."

Emma gasped when Regina's hand finally found her, nodding helplessly.

"I thought so. Lift the spell now, Emma. Come on, darling."

Emma groaned, waving her hand and removing the spell when Regina's lips brushed her throat. Emma's eyes immediately narrowed in on the brunette seated on her lap when she heard the woman give a deep moan as her fingers finally found what they'd been looking for.

"Is this for me?"

Emma swallowed and nodded.

"You have no idea what you do to me," Emma said hoarsely. She cleared her throat, breathing heavily as Regina languidly stroked her length. "Every fucking week, smelling you, feeling you, having you rub against me. I finally had to do something about it or else you'd know."

"I wish you hadn't, darling. I've wanted this so very much. I have to admit a secret: I've been purposely pressing myself against you, testing to see if I would cause a reaction. I was hoping you would respond to me, but you never did."

"Oh, I did. Every time."

"If only I had known, my love, we could have been doing this much, much sooner. Now, since you've been hiding the truth from me, I believe you owe me for denying me what I've wanted for so long."

Regina slid off of Emma's lap, kneeling before the other woman. She stroked her warm palms up Emma's thighs, licking her bottom lip as she looked down at the obvious bulge in Emma's jeans.

"Fuck."

"Indeed," Regina agreed, sliding her fingers up and undoing the button of Emma's pants.

Emma lifted her hips, biting her cheek as she observed Regina on her knees, her perfectly manicured fingers lightly scraping against her lower belly as she undid her pants. Regina then dragged them down her legs, her eyes darkening as she got closer to her goal.

"I've spent so many nights imagining my hand tugging on your cock, my mouth wrapped around you as you pumped yourself down my throat."

Emma groaned loudly, hardening further as Regina palmed her through her boxers.

"God damn, Regina."

"And to think, we could have been doing this weeks ago…"

Emma dropped her head back, moaning in regret.

"I was trying to be respectful by not jabbing you in the back with my hard-on! I thought you'd be pissed, or at the very least, disgusted."

"Oh no, dear. If only you knew how wet I became fantasizing about you thrusting into me. You've been the cause of many many of my wildest fantasies."

Regina pulled off Emma's boxers, her stomach dropping at the sight of Emma finally bare before her. She'd spent countless nights imagining what she looked like, and to see her now, hard length begging for attention, Regina couldn't resist. She immediately leaned forward and wrapped her lips around the weeping tip of Emma's cock, swirling her tongue against the sensitive head.

"Jesus Christ!" Emma panted, not having expected Regina to act so quickly. Her hips jerked up into Regina's mouth, accidentally bumping the back of her throat. "Sorry," she breathed, retreating her hips.

Regina shook her head, pulling back only for a second to wave her hand.

"I know a little spell of my own."

Regina leaned forward again, this time sucking hard at the flared tip before slowly bringing her mouth further down Emma's shaft. Emma watched from above, her eyes bulging as Regina slowly swallowed her whole. She groaned loudly, keeping her hips as still as possible so as not to choke her again. Regina made small swallowing motions, Emma's eyes rolling in the back of her head as her cock was squeezed by the woman's narrow throat. She couldn't keep her eyes open, her body jerking with need as she tried desperately to maintain control of her hips.

"Holy fuck, Regina. Fuck."

Regina sucked hard as she made her way back up Emma's length, swirling at the tip once again before bringing her lips away. She panted, attempting to catch her breath, her hand replacing her mouth as she watch Emma's hips buck into the touch.

"I can feel that you're restraining yourself, Emma. There's no need. I've temporarily removed my gag reflex," Regina said, a salacious grin forming on her lips. "You may be as rough as you like."

Emma's eyes snapped open, unable to form coherent thoughts or words as Regina chuckled lightly, her mouth returning to slide along Emma's dick. This time, she bobbed her head up and down, her tongue coming out to lap around the leaking tip on every upstroke. Saliva built in her mouth so Regina let it flow freely from her lips, her palm coating in the warm liquid to jerk at Emma's base. When Emma began pumping her hips, Regina took a deep breath as she carefully made her way down the woman's length. The thick member filled her mouth and stretched her throat as it worked its way down, and when her lips her stretched around the base of Emma's cock, Regina began swallowing.

"Oh God damn, Regina. Fuck. Holy fuck."

Emma's hands moved of their own accord, one winding its way into Regina's hair and the other pressed flat against her back. She was careful not to pull or tug on the silky hair between her fingers, simply wanting to feel the head bob up and down as Regina worked her dick deep in her throat. She kept her lower body still, despite the fact that Regina had told her she had removed her gag reflex (and how fucking hot was that?), not wanting to hurt the other woman. However, when Regina's free hand gripped her hip and began yanking it towards her mouth, Emma groaned loudly.

"You want me to fuck your throat?"

Regina moaned in response, attempting to nod. She couldn't move very much as she was otherwise engaged, but it was enough that Emma caught the gentle up and down motion.

"Fuck," Emma breathed, hips bucking up. Her stomach clenched as the head of her cock pushed into Regina's tight, pillowy throat, the sensation of warm, wet tightness stealing her ability to think. She simply reacted, bucking her hips up again and groaning loudly. Regina met her thrust for thrust, and soon Emma was roughly shoving her thickness down Regina's throat. "Fuck, baby. I'm gonna come."

Regina moaned, hand slipping from around Emma's hip to gentle cradle the woman's balls. She squeezed them lightly, rolling them in her palm, thumb stroking softly as they tightened in her hand. Emma panted loudly, body jerking, vibrating, shoving her cock as deep as it could go. Her thighs vibrated beneath Regina as her dick hardened, balls constricting as she prepared to come. Regina was actively impaling herself on Emma's cock, and the sight was too much for the blonde to handle. She cried out Regina's name, holding her head in place as she shot rope after rope of come down Regina's hot throat.

Emma collapsed, heart pounding in her chest as she lay nearly lifeless against the cushions of the chair. She watched as Regina pulled away, a long trail of saliva following her as she finally released her limp cock. The brunette swiped the sting away with her hand, her tongue coming out to lick at her lips as she swallowed down the rest of Emma's come, smiling up at the spent woman.

"Fuck," Emma breathed.

Regina grinned, moving up to straddle Emma's lap and kissing her deeply. Her throat was a little dry (most of the moisture from her body having migrated somewhere much further south), but she was quickly distracted by the insistent tongue probing against her lips. She opened her mouth as requested, moaning against Emma's lips when a warm tongue began rubbing against hers. Emma then grabbed her hips and yanked her forward, having regained her energy the second she felt Regina's soft weight in her lap.

"You are way too good at that," Emma growled, pushing up on the tight dress to reveal the woman's satin panties.

"Someone is rather eager," Regina teased, lifting her hips as Emma ripped at her thong.

"You're not the only one with fantasies. Get up."

Regina stood as directed, kicking off her undergarments when they pooled at her feet. Her dress was then lifted above her head, leaving her in nothing but a bra.

"God damn, you're gorgeous."

Emma leaned forward and pressed her mouth to Regina's abdomen, her hands stroking up and down the backs of Regina's thighs. She then stood, undoing Regina's bra with one hand while the other cupped the woman's cheek. Emma brought their lips together for another heated kiss, her hands yanking impatiently at the last article of clothing on Regina's body. When she was completely undressed, Emma's hands began wandering over impossibly smooth flesh, stroking and squeezing everything within reach. She pulled away when the need to breathe was too much, dragging her tongue and teeth down Regina's torso until she could mouth a dark nipple. It tightened instantly between her lips, Emma sucking slowly as Regina's head fell back, moaning in delight. Emma moved back and forth between both breasts, treating them with equal attention until Regina was writhing in place, the wetness between her legs becoming almost unbearable.

"Please, Emma."

Emma grinned, deciding she liked the sound of her name said in such a pleading voice.

"What's wrong, baby?"

Regina grabbed one of Emma's hands, pressing it between her legs. Both women groaned loudly when it met slick heat, Regina's hips jerking forward as her clit was grazed by Emma's knuckles. Emma turned her hand and began slowly rubbing between Regina's legs, panting heavily against her shoulder as she felt just how fucking wet she was.

"Fuck, Regina. You're soaked."

Regina, unable to respond with such delicious attention against her needy clit, simply nodded in response.

"I have to taste you."

Emma removed her hand, much to Regina's displeasure, and guided her down onto their chair. She lay the woman back, yanking her hips forward until her ass hovered on the edge of the seat. Emma then dropped to her knees, licking her lips and spreading Regina's thighs.

"Baby, you look so fucking good."

Emma leaned forward and inhaled Regina's scent, her mouth watering at the rich, heady smell. She parted Regina's lips and slickened a finger in the copious amount of wetness she encountered, teasing the swollen clit with the pad of her thumb before blowing cold air between the brunette's thighs.

"No teasing, Emma. I need you."

Emma gave in, leaning forward and giving a long, slow lick between Regina's thighs, her eyes rolling in the back of her head as her taste buds were overwhelmed by Regina's flavour.

"Delicious," she muttered, leaning in for another long lick.

Regina moaned above her, hips vibrating already with the need to come. She'd been on edge for far too long, and she knew she wasn't going to last long.

"More, Emma."

Emma moved closer, bringing two fingers beneath her chin and gently probing them at Regina's entrance.

"Yes, yes. Inside."

Emma slid one finger in first, testing the stretch before gently adding in a second. Regina was actively bucking her hips against the intrusion, driven wild by the added sensation of having Emma inside of her. Gods. How many times had she imagined just this? Emma inside, fingers probing against her walls, driving her mad with need before flipping her over and fucking her with her cock? Regina groaned at the thought, hands coming up to pinch her nipples as her lower body jerked beneath Emma's skilled tongue and fingers.

"Emma. Emma," she panted. "Please."

Regina didn't know what she needed, she just knew she needed more. Emma twisted her fingers inside, curling them forward and pressing hard against Regina's front wall. Regina cried out the second she did, her hips vibrating madly as her thighs clamped down on Emma's head.

"Yes! Yes! There!"

Emma focused all of her attention on maintaining the exact rhythm she had now: sucking and licking Regina's engorged clit, two fingers plunging in and out of Regina's pussy, stabbing against the spongy mass on her front wall every time they re-entered the brunette's body. Seconds later she felt Regina tighten against her, a loud scream filling the room. Regina's body froze at first, Emma continuing to fuck her fingers inside against Regina's tight, spasming walls.

"Ah! Fuck!"

Regina's body jerked almost violently, Emma following her every movement and forcing her to endure the delicious torture brought on by her hand and mouth. Only when Regina collapsed, lightly pushing at Emma's head, did the blonde finally, reluctantly back off. Regina moaned weakly at the feeling of a warm, probing tongue cleaning her up, sighing softly when Emma crawled back up her body.

Emma draped herself along Regina's side, careful to keep her lower body away. She was hard again, but she wasn't sure if Regina was quite ready for more. She leaned forward and kissed Regina softly, smiling down at the hazy brown eyes when they finally opened.

"Hi, babe."

"Mmm," Regina moaned stretching beneath Emma. When she shifted her knee and grazed against Emma's hardness, causing the woman to jerk instinctively, Regina looked down and grinned. "Well, hello."

Emma chuckled, placing a finger beneath Regina's chin and tilting it upwards.

"I'm up here."

"Yes, you are, darling. But your cock is down here," she purred, reaching down and stroking the part in question. "And such a lovely cock it is. I believe it would be even lovelier if it were nestled deep within my cunt."

Emma grunted, mouth falling open at the skilled hand swiping over the tip of her length. God damn, Regina's voice should be outlawed. And the things she was saying…

"What do you think?"

"I think you're right," Emma growled, yanking the woman into her arms. She led her gently to the floor, covering her body with her own. They kissed slowly, until Regina's wandering hands began tugging up on her t-shirt.

"Off," Regina demanded, pulling up on the offensive garment. She wanted to feel Emma's abs, the way she'd imagined doing so many times in her fantasies.

"Yes, ma'am," Emma chuckled, moving onto her knees and removing her top. She then yanked off her sports bra, stomach clenching when she saw the unadulterated lust on Regina's face.

"You are exquisite," Regina complimented, pulling her back down.

Her fingers roved over the blonde's sculpted torso, moaning in her mouth as she felt the hard muscles beneath her fingertips. Regina widened her knees and gasped when she felt Emma's hard length rub up and down her slit. She wanted her inside, now.

Regina snuck one hand down between them, grasping Emma's hardness and guiding it to her sopping entrance. She rubbed it up and down once, tilting her hips back and pressing it forward. She hissed as she was stretched, the blunt tip much wider than she had anticipated. It didn't matter though, she was used to feeling a little pain (or a lot, depending on her partner). She knew it eventually get better when she was a willing participant, so she closed to eyes and focused on relaxing, planting her feet on the floor as she tilted her hips, taking in more, biting back the whimper of discomfort that wanted to escape.

Emma, noticing the look of pain on Regina's face, immediately pulled back. She could see the woman holding her breath, she looked like she was biting her tongue, and that caused Emma to frown. It wasn't supposed to hurt like that. Regina obviously needed more attention.

"Baby?" Emma asked, as she slipped out of the woman. When Regina subconsciously breathed a sigh of relief, Emma frowned further, reaching a hand up to stroke Regina's cheek. "You okay?"

"Yes," Regina confirmed, shifting and bringing Emma's hardness back between her thighs. "It's just been a while. It's okay. I'll adjust."

The blush that tinged Regina's cheeks after she confessed that it had been some time since she'd last been intimate was incredibly sexy to Emma. And, she was also happy to note she was the first in a while to have the privilege of bedding the beautiful brunette. However, Emma didn't want Regina to feel any kind of pain, regardless of Regina's insistence otherwise, so she pulled away.

"Wait," Emma murmured, moving down Regina's body, tracing her tongue and teeth down between her legs. "You're in pain. And that's not acceptable. Let me touch you a little more."

"It's okay, Emma."

It was always a little painful at first when Regina took on a new lover, as she generally went years between them. As much as Regina liked to flaunt her sexuality, the truth was that she very rarely took anyone to bed. The last time she'd slept with someone was nearly four years ago, her attention having been consumed by the woman currently sucking on her thigh.

"It's not okay. We're going to make sure this doesn't hurt."

Emma would not accept for a second that Regina feel any discomfort, so she went back to kissing and licking between her thighs, working her sex until the woman was vibrating beneath her touch. Emma stretched her with first two and then slowly, carefully, three fingers. She paused the second the three digits were embedded in her lover's hot cunt, placing a soft kiss on Regina's clit.

"This okay?"

Regina, panting, nodded. There was a slight burning sensation, but it was not at all uncomfortable, especially not when Emma began licking between her thighs. Her hips began rocking of their own accord, and Regina let out a deep moan as she arched her back, rocking herself on Emma's hand.

It only took a few minutes for Regina's hips to frantically begin bucking against the delicious attention, and soon she was moaning and panting, begging Emma to please please fill her with her cock.

"I want you inside of me, Emma. Please. I'm okay now. Please. Inside."

Confident that Regina could now take her without any pain, Emma slowly made her way back up her body, her stomach tight with anticipation. She was now painfully hard, and she knew it would take all of her concentration not to slam her dick in as quickly as possible. She probed Regina's entrance once again, eyes locked onto the woman's face as she gently parted her lips.

"I'm okay, Emma," Regina soothed, rocking her hips when she sensed Emma's hesitation. "I'm ready for you. Fill me."

"Fuck."

Those words from Regina's lips… Emma's cock twitched at the sound of them. She slowly slid forward, the tip of her head probing at Regina's slick hole, teasing once, twice, before she carefully slid the head inside. Emma panted harshly, her body vibrating with the need to push in further as she waited for Regina to adjust.

"More, Emma," Regina moaned, hands coming down to Emma's hips and encouraging her to press in further.

"Fuck," Emma swore again, slowly sinking into Regina's unbelievably tight channel. She was convinced she wasn't going to fit, the sheer grip of the woman's walls making her question whether or not Regina could even take her.

"Yes, Emma. Gods. You feel so good."

Regina's hips bucked up against the invading member, encouraging her to push in further, loving the burning stretch between her thighs. No pain this time, only delicious heat. By the time Emma was finally completely inside though, Regina felt like she was going to split at the seams. She held still, giving her body a moment to adjust before moving minutely against Emma's thickness, testing the feel of it inside of her.

"Baby, holy shit. Fuck."

Regina chuckled, rocking her hips more confidently now. She adjusted quickly, especially when Emma's hand moved between her legs and began manipulating her clit.

"Just like that, Emma. Yes. Move. Please. I need you to move inside of me."

Emma groaned, bringing her hips back and then pushing forward again, nipples pebbling when Regina gave a low, guttural moan. They moved lazily against one another, enjoying the feel of Emma's swollen member sliding in and out of Regina's tight heat. The women bucked against one another, moaned, touched any part of the other's body that was within reach.

Regina could feel herself getting wetter the more they moved together, the liquid arousal pulled and pushed out of her by Emma's invading shaft. Soon her thighs were coated, and she could feel the liquid sliding down between her cheeks. Regina's face reddened when she realised the wetness between her thighs was creating a sound every time Emma pushed inside of her, the noise reverberating off of the walls and filling the room. There was no way Emma couldn't hear that, and Regina squeezed her eyes shut in embarrassment, even as her stomach burned with the need for more. She began trying to subtly shift beneath the blonde, hoping that a slight tilt of her hips would help the sound disappear, but it seemed to only make the problem worse. The noises grew louder, and Regina was biting hard on her lower lip as she grew increasingly aware of them. Her climb towards orgasm slowed as she became consumed with embarrassment, and she turned her head, even as her belly clenched and burned with desire beneath Emma's attention.

"Hey," Emma said softly, halting her movement when she realised Regina's soft moans had all but disappeared. "What's wrong?"

Regina, eyes still closed, shook her head.

"Nothing, darling. Don't stop. You feel incredible."

Emma, still unmoving, gently stroked her fingers along Regina's cheek, over the bridge of her nose, along her lips. She placed a soft kiss on her chin, her hand moving up to stroke at Regina's hairline.

"Look at me," she implored, though her voice was gentle.

Regina's eyes fluttered open, immediately meeting Emma's gaze and seeing the obvious concern etched on her face.

"Tell me."

Regina looked at her carefully, seeing nothing but affection reflected in Emma's green eyes. Her face was marred with worry though, and it tugged at Regina's heart. She sighed softly, swallowing her embarrassment before finally speaking.

"I… have become rather wet. And the sound of my arousal… it is audible." Regina paused before confessing softly, "I'm embarrassed."

"Oh Jesus, baby. No," Emma chided softly. "Don't be embarrassed. Do you have any idea how hot you are? How unbelievably sexy it is to hear the sounds we're making together? I'm sorry I didn't notice you were embarrassed before. I was too busy listening to how fucking hot it was hearing you moaning in my ear, hearing the noises we make every time I pump inside of you, feeling your sexy soft thighs against my skin every time I pump in and out of you. Fuck. It's taking all my concentration not to come every time I hear how wet you are when I push inside of you. God damn, Regina. I've never been this hard or this horny in my life."

Looking up into Emma's eyes, seeing the truth in them, melted away most of Regina's self-consciousness. She believed what she said, and the woman's words calmed Regina significantly.

"Really?" she asked, though she knew the answer already.

"Fuck yeah, baby. Please don't be embarrassed. If either one of us should be embarrassed it's me at how fucking close I am to coming again. So please don't hide from me. I want to hear how wet you are. I want to hear the sound my dick makes every time it pushes inside of your pussy. It's hot as fuck knowing I'm making you that wet. So please don't hide it from me. In fact, feel free to get even wetter and make even louder sounds. I don't wanna hear anything but you. Okay?"

Regina was unable to stop the smile that formed on her lips, tilting her chin up. Emma took the hint and kissed her softly, slowly, cupping the side of her head as their lips stroked against one another. When Emma finally pulled back, she dropped one final kiss on the tip of Regina's nose.

"God, you're hot. The only thing embarrassing about any of this is how close I am to blowing my load."

Regina chuckled, a wide grin spreading on her lips.

"Don't be. I am rather close as well. I won't last much longer," she admitted, her ankle coming up to graze along Emma's calf.

Emma groaned.

"Fuck, that's hot. And definitely not helping my case."

Regina laughed again, rocking her hips.

"No? So, it probably would not help if I told you I have never before been this wet, never before have I been so completely and utterly aroused. My cunt aches for you, Emma. It's throbbing for you. I cannot wait to peak and come screaming your name."

Emma grunted, her hips jerking forward in response to Regina's words. Regina gasped, hands coming down to clutch Emma's ass and encouraging her to move more quickly.

"I've never been so full before, Emma. I feel as though I'm being torn apart, ravaged by your cock. I'll be ruined, and Gods help me, I look forward to it."

Emma groaned into Regina's shoulder, hips bucking madly into her cunt. She couldn't respond, her mind swimming with pleasure, hazy with the need to come. She had enough presence of mind to resume the tight circles against Regina's clit, though the movement was rendered sloppy and uncoordinated due to her arousal. Regina didn't care though, she was too far gone to notice. Her hips were bucking back just as wildly as Emma's, nails digging into the flesh of Emma's ass as she yanked her closer, deeper inside.

"Fuck me, Emma. Make me come. I want you to fill me. Please, darling. Please. Come inside of me."

Regina lifted her knees, legs coming to wrap around Emma's waist. Her hands migrated to Emma's back, and as she readjusted, Emma slipped even further inside. Regina cried out with pleasure as Emma's cock hit a new, unbelievably pleasurable angle.

"Oh, Emma. Emma- I'm going to- I'm going to-"

"Come," Emma growled.

Regina's back arched as she screamed, hips bucking wildly as she was overtaken by the power of her orgasm. Emma was relentless, hips slamming inside repeatedly, pummeling her pussy as she chased her own release. Regina peaked a second time from the sheer force of Emma's thrusts against her G-spot, Emma finally flying over the edge before collapsing in a boneless heap. The women lay there, sweating and panting, before Regina was overtaken by giggles. Feeling the woman clench her from the inside caused Emma to groan, her oversensitive cock pushed out a second later by the woman's spasming muscles.

"What's so funny?"

Regina shook her head, still giggling.

"I feel euphoric. You're wonderful, my darling Emma."

Emma grinned in response.

"You're pretty wonderful yourself, baby. Give me like another ten minutes to recover and I'll show you just how many more times I can be wonderful."

Regina, laughing fully now, wrapped her arms around Emma's shoulders.

"I can't wait."