Chin up Princess.

Regina was seething with rage. It wasn't an uncommon occurrence, neither was the reason behind it. The reason for her anger, one Sheriff Swan. The reason for staying quiet for so long, her own foolish pride.

Killian Jones was a smug, crass, arrogant ass hole. Those attributes were only acceptable when teamed with long blonde hair, piercing green eyes and a body built for sin.

You see that was the root of all this, or rather she was. Emma Swan had crashed into her world and crept into her affections without warning. Regina, at first couldn't bear the woman. Then she realised it was not having her that she couldn't bear.

Emma was closed off, complicated, emotionally unavailable, confused, lost and utterly irresistible. Regina had thought that maybe Emma was able to see the woman she really was. That despite the best efforts of the touch wielding villagers she wasn't sold on Regina being pure evil. She had thought that she could see passion in her eyes, even when they were warring, especially when they were warring. But Regina was beginning to think she was mistaken.

Since they had all set foot on this damn boat, destined for a god forsaken hell hole all Hook had done was make lewd innuendos towards the Sheriff. Perhaps Emma's concern for Henry's well being was taking priority because instead of telling him where to go she just let it slide. There was the occasional dirty look thrown his way, but certainly not enough reaction to deter him.

Regina had reached her limit. Maybe it was fear for Henry, maybe it was jealously or maybe it was the red hot lust that coursed through her, Regina didn't know but knew she was wound like a top and needed to sort this. Whatever the hell 'this' was.

Regina made her way below deck to the small hold in the back of the vessel. She paused as she reached the heavy door, distracted by the sound of counting. Each slow steady count followed by a soft grunt. She had assumed Emma just wanted to be alone, away from feuding enemies on the top deck. So what the hell she was doing now to produce these sounds Regina had no idea, but was eager to find out.

"Sixteen, seventeen, eighteen." Emma was counting pull ups. The count coming as her chin brushed the bar she was holding tightly onto.

Regina froze, cursing the fact she had missed the first fifteen. The sight was enough to take her breath. Every sinew of Emma's perfectly sculpted body was flexing and straining. Becoming more impossibly ripped with every repetition. 'Explains the arms' Regina thought to herself. A smile creeping to her lips before she even realised.

"Don't stop on my account." Regina said, once Emma had paused realising she was no longer alone.

"Wouldn't dream of it." Emma countered, continuing for two more reps before taking a break.

"Stamina as well as strength? I'm impressed." Regina bit her lip at her thoughts becoming verbalised without her consent.

"Did you want something Regina?" Emma asked, mildly annoyed at being interrupted for what seemed like no good reason.

"Of course I want something, why else would I be here?" Regina snapped back, using all her self control not to take over the job of the towel and use her tongue to remove the sweat from Emma's body.

"I dunno, maybe just to perv." Emma taunted. Seeing the fact that she had a point written all over Regina's flushed face. Regina rolled her eyes and snorted in disgust at Emma's comment. Despite it unintentionally being the truth.

"Don't be so ridiculous, but on the topic of perverts, tell your Pirate friend to rein in his vulgar comments. I'm growing tired of hearing them."

"What's the matter? Jealous?" Emma asked, taunting Regina further.

"Hardly. I have no interest in that dirty obnoxious cretin."

"What about a slightly sweaty saviour?"

Emma stood up and tossed the towel to the ground. She walked towards Regina looking like a wild animal stalking it's prey. Regina wanted to react she just didn't know how. She licked her lips and backed up, glad the solid door was there for support since right now she didn't trust her legs to hold her.

Emma was thrown to say the least. She expected they would either finally come together in a brutally hot kiss or that Regina would slap her hard enough to jolt her back to reality. Scared uncertainty she wasn't expecting. Feeling bad that she had read the situation so wrong Emma rocked her weight back on her heels ready to turn away, only to discover Regina was stopping her.

Regina had her fingers tightly curled in the soft damp cotton of Emmas tank. She wasn't pulling her any closer, just ensuring she couldn't move any further away. She knew it had taken a lot for Emma to make that move and was glad that she had.

Regina hadn't said anything and the conflicted look in her eyes was giving mixed messages. Emma wanted to say something she just didn't know what. The on going sexual tension was going to erupt, it wasn't a question of if, it was a question of when and the repercussions were the only thing holding them both back.

Regina figured Emma had done her share by making it obvious what her intentions were. Declining her advances would be cruel. It would not only bruise Emmas ego but also prolong her own agony at not getting what she had always wanted.

Regina loosened her grip on Emmas tank but let her hand rest on the now creased fabric just beneath Emmas breasts. Regina felt Emmas breathing change and didn't need to look down from her eyes to know her sweat covered chest was heaving, she knew it was from the way the underside of her breast brushed her fingertips with increased frequency.

Emma tried to keep eye contact but found her eyelids closing of their own accord as she allowed herself to enjoy her moment of fantasy. It had been fantasy for so long that even when she felt Regina run her tongue up her throat collecting the fresh sweat that had collected in the hollow she still struggled to believe it was real.

Emma placed her hands on Regina's hips and slowly pulled her forward only to find she was being pushed further back, pleasantly surprised by Regina's strength. The uncertainty was gone from Regina's eyes and now they burned black with passion. The sight alone was enough to make Emma's whole body tremble and when she backed up far enough to feel the edge of the table she was glad for something to steady her.

Regina still had her hand pressed purposely against Emma chest and once she knew Emma had no where to run she curled her fingers beneath the neck of the tank and inside the bra to graze a hard pink nipple with her painted nails. The gasp that came from Emma effected her as much as any touch could have done.

Emma tried again to put her hands on Regina, but realised it was futile as every attempt was thwarted. Regina obviously had a very clear idea if how this was going to happen and with each confident assertive move the picture was becoming clearer for Emma too.

Regina dragged a nail against the zipper of Emma's jeans and smirked as Emma sighed at a touch she couldn't possibly feel. She undid the button lowered the zipper and then using the belt loops and Emma's own co-operation she hoisted Emma onto the table, pulling the denim clear of her hot tight ass as she did. Emma felt an array of emotions. She felt confused and slightly self conscious, feelings that quickly subsided as Regina gave a sound that could only be described as a growl upon seeing Emma laid out with her jeans round her ankles and no underwear.

Patience was not a trait associated with Regina, she wanted things immediately if not sooner and this current predicament only fuelled her impatient nature. Without any hesitation Regina dove in. She ran her tongue along Emmas swollen lips and sucked as she reached the top, any sounds coming from Emma were drowned out by Regina who was moaning deeply in pleasure, causing gentle vibrations to hum against Emmas painfully hard clit.

Regina was inexperienced in this particular act but what she lacked in experience she more than made up for in enthusiasm. The sensation may have been new but she felt as if she should have been doing it all her life. It was incredible. The scent, the taste, the texture all combined with someone letting you be this intimate with them was truly indescribable but this wasn't any old someone this was Emma and as that thought struck Regina felt emotion race through her but she put it to the side for the moment and focused on the task at hand.

It seemed that for a rookie Regina had a natural aptitude for this if Emmas reactions, intentional or otherwise, were anything to go by. Regina was too busy burying her face as far in as she could to really think much about technique. She let her nose fill with the scent of Emma and she let her taste buds absorb her and in doing so it occurred to Regina that she wasn't really doing much of the hard work, she was just there as something for Emma to grind against.

Regina's couldn't pretend her ego wasn't taking a bashing, it was, but it didn't last long as the feel of Emma purposefully yanking her hair to tilt her face to the exact right angle soon repaired the damage. The move was slow and deliberate and Regina could feel every inch of Emmas delicious pussy as it coated her entire face. That was no exaggeration. Regina's lashes were sticking together and her vision was beginning to blur as Emma swept her soaking folds from her chin to her brow.

Regina was struggling to breathe and each time to tried to take a deep breath she found her senses once again flooded by the beautiful blonde. Regina was being incredibly vocal, 'oh my gods' and 'Jesus fucking Christ's' being spoken directly into the reason for the expletives. However her current position muted most of the sound. Only Emma could feel it and knowing how turned on Regina was getting from doing this only aroused her more.

Regina could have stayed like this all day, being doused in arousal she knew she was causing. Emma could have done this all day too, grabbing Regina by the hair and pulling her as close as possible, but still not close enough. Emma was lost in the sensation but more in the intimacy. It was so sexy seeing Regina be like this. Not tentative or reluctant, not doing it in the hopes of it being her turn soon, just doing it because she couldn't stop herself. Doing it because every inch of her ached with desire and not having her like this was no longer an option.

All of a sudden Emma froze and body bowed and her breathing halted. Regina panicked, scared she had hurt Emma. She looked up through cum covered lashes but felt a strong hand on the back of her head and the words 'don't stop' rushed out in a breathless request before she could ask if she was OK.

It was surprisingly out of character for Regina to do as she was told but on this occasion she didn't need telling twice. She lowered her head and resumed. Emma jolted as Regina moved by herself, by now knowing that her features moving through Emma in the order they were naturally in drove her wild. Chin, mouth, nose and eyes.

The heavy breathing from Emma stopped, in fact she stopped breathing all together and when she resumed it was in short desperate gasps that let Regina know she was close. She let Emma take the lead, she simply stayed there awestruck as she felt Emma's muscles quiver and contract beneath her face. She knew Emma had cum, for one it happened all over her face and secondly once she had Emma slowed her movements right down to ride out the last few jolts of pleasure.

Regina begrudgingly removed her face, feeling her skin grow tight as the moisture dried. Emma went to wipe Regina's sticky face but was stopped, Regina wanted to stay covered in Emma and wear the proof proudly. She looked up to find Emma giggling and furrowed her brow due to not understanding what was funny. Emma moved her hand to Regina's cheek and swept her thumb along her cheek bone taking the black mark off with her but showing it to Regina by way of explanation. Both women blushed and giggled slightly as it became obvious that the smudge was the result of Regina's usually flawless make up being smeared all over her face.

"Emma, are you down here?" The annoying tone of Snow sounded through the door and ruined what could have been a genuinely sweet and tender moment between the two of them.

"Yeah I am, ummm just be a minute, I'll be right out." Emma said with panic evident in her voice, scared that Snow could open the door any second and find the two of them in a very compromising position. Regina just rolled her eyes wondering how the hell Snow always knew when she was enjoying herself and choose that moment to bring it to a shuddering halt.

Regina stood up and smoothed her clothes down, she then looked around to find something to use to wipe her face. Emma picked up the previously discarded towel and used it to wipe the eye liner war paint from Regina's cheek. Regina moved her hands to Emmas waist and although she wanted nothing more then to pick up where they left off she knew the close proximity of Snow would prohibit it. So Regina controlled herself and fasten Emmas jeans, hoping with all her heart this wasn't a one off.

The rattling of the door handle ruined the moment and Emma rushed to the door before it could be opened by the person on the other side.

"I was working out." Emma said I a very guilty sounding tone.

"Oh, OK." Snow replied, wondering why Emma sounded so strange.

Emma was blocking the doorway and desperately trying to usher her mother away before the smell of sex and sweat reached her but it was no use. Regina moved behind Emma and squeezed her ass, causing Emma to turn sharply her eyes wide with shock. Regina kissed Emma firmly on the lips before Emma could protest.

"Miss Blanchard." Regina said curtly as barged past them both. Fully aware that Mary Margaret would be able to detect the subtle scent of sex that lingered on her face.

"Regina?" Mary Margaret said, it came out like a question as she couldn't quite believe what she was seeing. She looked towards Emma, hoping for some kind of explanation but all she got was a shrug and a goofy grin.

"Thank you for the work out Sheriff, shall we say same time tomorrow?" Regina took Emmas stunned silence to mean yes, and it did.

"And Miss Blanchard, for you that's fair warning."

With that Regina left, leaving behind a very confused and angry teacher, who was right now speechless and an extremely satisfied Sheriff who was right now very sleepy.