A/N: Big smut/intersex!Ruby warning, the only plot related point is at the very end.

Be still my heart 'cause it's freaking out, it's freaking out, right now
Shining like stars 'cause we're beautiful, we're beautiful, right now
You're all I see in all these places
You're all I see in all these faces
So let's pretend we're running out of time, of time

Neon Lights - Demi Lovato

"I'm going to do what it takes to please you tonight."

Panic hit's Ruby like a truck, heavy and cold. She shoots upright and grabs at Weiss' hands, breathing heavy and haggard. "W-wait." Her voice shakes, and worried blue eyes make her heart thunder in her chest. "This isn't something you have to do Weiss- I-"

Confusion flutters across Weiss' face, her wrists limp in Ruby's grasp. "I don't think I have to do it Ruby, I want to." Pulling her hands free, and grabbing Ruby's hands instead, she kisses lightly at the athlete's wrists. "You work so hard to make everyone happy, don't you Ruby?" The point guard shutters as Weiss slides up her body. One of her hands is pressed into Weiss' hip, warm and cautious, as Weiss places another round of soft kisses against her chest and neck. "I want to make you feel good, like you make me feel good." Weiss bites cautiously into Ruby's pulse, making the taller girl moan, one hand pressed into the mattress and the other holding Weiss' hip for dear life.

Thumbing at the band of Weiss' underwear, Ruby grounds herself in the moment. She's half naked with the girl of her dreams, and she's acting like a flustered mess because of what? Something she's had since birth! If Weiss is okay with her body the way it is, then Ruby was going to give them both the night of their lives. Leaning forward she bites playfully at Weiss' neck, making the smaller woman gasp and let go of Ruby's pinned wrist. The tall athlete shifts rolling them both, so that she ends up on top, grinning at Weiss' flustered cheeks.

"Ruby-" She's cut off by a rough kiss. Ruby's insistent mouth taking her breath away and making her shiver. Weiss thinks for a moment, no one's ever made her feel like this, needy and frustrated, so hungry in a different way.

"You want to make me feel good right?" Weiss nods slightly, daized, her body buzzing with the smell, taste, and touch of Ruby. "What would make me feel good, is both of us feeling good." The statement is heavy and labored, her erection is still sitting outside her boxers, and she sees Weiss' eyes flicker down hungrily.

"But I don't-"

"I do. Have one, I mean." Ruby breaths out a rough breath, "If you're up for it." There's no silence in the room, the two girls are face to face, both breathing heavy and wanting.

"I'm up for it." Weiss' voice doesn't waiver. She hikes a leg around Ruby's hips and pulls the taller girl against her.

They're both new to this level of intimate. Ruby had a girlfriend or two in the past, but intimacy was always one sided, and Weiss? Well Weiss went on a few dates and let exactly one guy touch her before she was out of the car and inside her apartment. This would be the first time either of them would go this far.

Ruby's hands are shaking when she pulls off her own bra, leaning down to palm at Weiss's heaving chest. The silver haired cheerleader gasps, her eyes nearly rolling back in pleasure as Ruby rolls a nipple between two fingers. Her back arches, and Ruby's hand snakes under her to hold her slightly upright, before sicking softly at the skin of her neck. Weiss' hips roll against Ruby, her member caught between them takes the full wave of motion, making her choke back a needy moan. She huffs into Weiss' neck, biting softly at the heavy pulse she feels there. Pale fingers snake their way through mused red locks, pulling Ruby closer as Weiss rolls her hips again.

Ruby's moan is nearly earth shattering, and she can feel how close she is with just this little bit of friction. She rolls them again, letting Weiss be on top, but forcing her to sit atop tensed abs, so Ruby can suck hungrily at her neglected nipple. Weiss releases her own breathy moan, hands moving to tighten in the sheets. She rolls her hips against firm abs, but Ruby only sighs.

"Ruby Rose!" She moans, frustrated. Weiss tries to pry Ruby off her ches, but only succeeds in letting the younger girl bite playfully at her nipple, before they roll again. "Ruby!" she nearly shouts, flustered and needy.

"What can I help you with, princess?" The redhead purrs, rolling her hips into Weiss this time. The movement nearly backfires, as she moans into the movement, hands gripped tightly in messy sheets.

Winded and needy, she lifts one hand to press into Weiss' core,feeling how wet her girlfriend is, and she feels the blood rush down to her erection. Weiss moans, pupils dilated, and mouth heaving wild breaths. Ruby runs her hand through wet folds, touching her now wet fingers against a swollen clit. The action has Weiss arching up towards her, hands fisted in the blankets near her head as she sighs and moans, painting the air with Ruby's name.

"Please…" The request has Ruby meeting her eyes, and the look she receives sends a pulse of white hot desire through her.

Frantically she stands, searching for her pants and praying the gag gift Yang added to her birthday cards every year is not only still there, but not expired. She snaps the located wallet closed when she finds the small plastic packet and stares at it before looking to Weiss, still breathless and wanting on the blue and white sheets. The packet is bright red, with a statement about safe sex written in black underneath a cartoonish cherry with a lustful smile. She swallows thickly, ripping the small package open and withdrawing the small circle of cherry red silicone.

"Are you allergic to silicone?" She's not sure why the question was so important now, but she's asked it and Weiss shakes her head.

Her hands give away her nervousness, shaking as she lines up the slick packet with her member.

"Wait-Can I?" Weiss asks cautiously, sitting up and watching Ruby intently.

Again Ruby licks her lips, but approaches, handing the condom to Weiss carefully. The heiress is just as careful, the last thing they needed right now was to drop their only condom, and be forced to confront other options. Weiss slides off the bed and shifts onto her knees, pulling Ruby's boxers with her.

She finally gets to see Ruby's full length, not big, but not necessarily small either. Easily she wraps a hand around the base, taking in the full package before her. Ruby's broad muscular shoulders, modest chest, firm abs, and her erection, tall and twitching beneath her hands. A bead of precum bubbles out, and without thinking she leans forward and licks it off, making Ruby's legs shake.

"Weiss…"

Looking over the silicone circle in her hand Weiss easily places it over the tip of Ruby's penis, carefully rolling it over her length. Each movement had Ruby's hips bucking softly, legs shaking as she released soft sighs and moans. Weiss feels infinitely powerful in that moment. She was making Ruby make those noises. She was who Ruby chose to be with, not some other pretty cheerleader, or someone on the basketball team, her. For some reason Ruby felt the same undenyable pull between them, something almost physical that made Weiss' heart beat a mile a minute.

When she slides back up Ruby's body she pulls the taller girl into a searing hot kiss, wrapping lean muscle over broad shoulders. Ruby's hands tightened at her waist, firm and confident as she pushes Weiss back onto the bed. The lithe cheerleader tugs Ruby to follow, dragging her up her body once they're both on the bed.

"Do you want to be on top?" Ruby's nervous, but Weiss can tell it's for her not because of her, and she feels her heart swell in that moment.

"No, I trust you." She replies, and Ruby feels her own heart swell.

Positioned over the smaller girl, Ruby watches Weiss' pupils dilate as she takes in the full sight of the muscular point guard. With one hand Ruby angles herself at Weiss' entrance, and locks eyes one last time before moving.

"I'll go slow." Weiss nods quickly, holding onto a tensed bicep and shoulder with each hand.

True to her word, Ruby moves slowly. She inches herself into Weiss slowly and steady, and by the time her head is fully in she's breathing heavy into the air between them. Weiss' hands reach up to cup Ruby's face delicately, pulling her into another searing kiss.

"More…" She moans out, and Ruby nods, frantic and needy, as she moves Weiss' hands to her waist, giving the silver haired heiress more control as she pushes forward.

Nails dug into Ruby's hips, pulling her frantically forward. She eases herself all the way in, and stops to watch Weiss writhe against the mattress. Her hair is mused, out of their usual ponytail and flowing like waves over the sheets. They're both sweating and now that they're connected fully Weiss's legs are wrapped loosely around Ruby's shaking hips.

"You... Alright..?" Ruby presses her forehead against Weiss' watching the way her eyelids flutter before dilated pupils focus on her directly.

"Y-yeah. You?"

"Amazing!" Ruby gasps out. The feeling of being wrapped so completely in Weiss' warmth was one she'd never forget. "I'm-I'm gonna start moving, okay?" Weiss nods again, licking her lips and wrapping her arms around Ruby's neck.

The first roll of Ruby's hips has Weiss moaning, soft and breathy. Her eyes flutter closed and Ruby watches the way she bites her lip and aches into the motion. With the second roll Weiss drops her arms to the sheets, fisting in them and tightening her grip on Ruby's hips with her legs. They start the dance slow and steady, and Ruby watches transfixed on Weiss' beauty. At some point the lights were turned off and the only real light of the room comes from beyond the blinds at Weiss' window from the street. Weiss is bathed in the yellow light like a spotlight. Her chest is heaving, swelling like the tides move at the will of the moon.

That's not right. Ruby thinks belatedly, Weiss is the moon, and I'm the ocean swelling to her tides. Her speed has picked up at the demand of her lover, her soft chant's of a breathy "More… More…"

Weiss is close, she can tell. Their first night together queued her into some of the older girl's tells. She bites her lip more, and her fists tighten in the sheets, nearly tearing the material, as if she's reaching for something. Their heartbeats feel in sync, with Ruby so close too, her hands shake fisted in the sheets.

"W-weiss-"

"Ruby-!"

When Weiss comes her moan is like a roar, and her muscles ripple like waives. Inside her core she clenches Ruby's member sending the athlete over the edge behind her. Sweaty and spen they lay motionless against the mattress.

"Weiss-"

"Shhhh…" Weiss hums, pressing a wet kiss to Ruby's temple. "Let's just stay like this for a moment." Her voice is soft, letting Ruby relax into her gentle touch.

An hour later they've cleaned up, showered, and are wrapped warmly in each other's arms, and Weiss' expensive sheets.

"I think I'm falling in love with you." Ruby mumbles sleepily into Weiss' neck from behind.

"You think?" Weiss replies with a laugh. "That's alright, I think I'm in a similar position."