Disclaimer: I do not own OUAT, any of its characters or any other material mentioned in the story. I just like to play a little with them.

Just assume that Henry and Pan didn't switch bodies. They captured Pan in the box and now they are on their way back to Storybrooke.

Have in mind that this is the first time I write smut. :)

All mistakes are mine.

Enjoy!

On The Way Back

Emma was leaning on the Jolly Roger's foremast and looked over at the clouds thinking. 'A flying pirate ship… I never thought that I would fly on a freaking pirate ship. Captain Hook's pirate ship nonetheless.' Well she never thought that she would fight a dragon either, nor that her kid would be kidnaped by Peter fucking Pan, but what can you do – shit happens.

They rescued Henry (well Regina rescued Henry and they helped… a little) and now they were flying back to Storybrooke – on a pirate ship. Their journey back would be a little longer than their journey to Neverland had been, because they didn't have any magic beans to open up a portal and now they needed to find a weak point in the Neverland's border big enough to fit a pirate ship and an army of souls that weren't supposed to leave. She was glad though that they were finally going to leave the forsaken island.

"Emma come. Hook is calling everyone on the main deck." – Snow called after her. Emma quickly went with her and saw that indeed everyone were there.

"As you are all aware it will take some time to get to Storybrooke…" – Hook begun his speech – "… and there are a lot more people on this ship now than there were when we were coming here…" – he continued seriously and Emma was afraid that he would say that some people needed to be thrown of the ship – "… So let's talk sleeping arrangements." – he finished with a devilish smile.

After what seemed like hours of talking about who would share a cabin with whom they finally came to an agreement. First they paired up the Lost Boys and assigned a cabin to each pair, then Snow and Charming got their own and it was decided that Henry would share the captain's quarters with Wendy - per his request. The other pairs were the real problem though. The first choice was for Regina and Tinkerbelle to share a cabin, Rumple and Neal and Emma and Hook. There was no way that Emma would sleep in the same room as Hook, not after she saw the look in his eyes at the mention of it (the guy was seriously starting to creep her out), so those pairings were discarded. The pairs of the second choice were even worse. Hook was now paired up with Tinkerbelle, Emma and Neal and Regina and Gold. I mean come on, what was her mother thinking when she suggested this. After going back and forth a couple of hundred times it was agreed that Rumple and Neal would share a cabin and Tinkerbelle said that she would gladly reside in the stinky cook's quarters as long as she didn't have to share a room with Hook. Nobody wanted to share a cabin with the Captain so he ended up with one all to himself and that was how Emma and Regina found themselves standing silently in the middle of a small room with only one small bed.

"Soooo… is everybody sharing a bed, or is it just us?" – Emma said to break the silence.

"We aren't going to share a bed." – Regina simply said.

"Oh you can poof another bed?"

"I can't risk using magic when we're a couple of dozen feet in the air on a ship that is powered by a shadow."

"Well?" – Emma asked confused, because if Regina couldn't poof another bed for them, she couldn't see another solution. Unless…

"Well, you are going to sleep on the floor."

"I'm not sleeping on the floor!" – there was no way she was sleeping on the floor. She was tired and her back hurt and… she just wasn't going to sleep on the freaking floor!

"Fine." – Regina huffed and walked toward the bed.

"Fine?" – Emma thought that the woman would put up a fight, hell she thought that they were going to have a screaming match and wake everybody up on the ship. – "Just… fine?"

"Yes fine." – she said as she rummaged through her backpack – "Now turn around."

"Why?"

"So that I can change."

"Oh… right… sorry." – she said blushing and turned her back to the queen. And then it hit her, she didn't bring any sleepwear with her. 'Shit, shit, shit, shit…' She fidgeted around for a while and then thought 'Well, shit happens…' and took her turtleneck, her pants and her bra off, which left her only in her white tank top and panties – "Are you done, can I turn around?"

"Yes."

She couldn't find her voice when she saw what Regina was wearing, so she just stood with her mouth opening and closing like a fish on dry land.

"What's the matter dear?" – Regina asked like she really had no idea what was going on.

"Really Regina? That's what you took with you to Neverland?" – Emma said waving her hand to Regna's black, thigh-high, slip-nightgown – "Did you think that Neverland was a code name for a Victoria's Secret fashion show or something?"

"Well it's not like we had time to pack, so I took the first thing that came to hand, which happened to be a Victoria's Secret slip-nightgown." – she said the last part with a smirk, and then she looked at Emma – "And what did you bring?"

"Um… ughhh… nothing…" – she scratched her head – "…like you said, it's not like we had time to pack. Now let's go to bed." – she finished.

"Eager, Sheriff?" – Regina raised her eyebrow.

"Yes Madam Mayor, I'm eager to go to sleep." – Emma said as she strolled past Regina, collapsed on the bed and rolled over to the side that was against the wall. Regina lay down as far away from Emma as she could, she settled into a position in which half of her body was practically hanging out of the bed. 'That can't be comfortable.'

"You can come closer you know, I'm not contagious." – she said to Regina's back.

"I'm fine." – Regina grumbled.

"You can't be comfortable." – Emma tried again.

"I'm fine Miss Swan." – she raised her voice a little.

"Again with the Miss Swan thing? It's not my fault we got stuck in the smallest room with the smallest bed, you know. So if you won't get comfortable, "Miss Swan" will!" – Emma turned on her back and put her hands beneath her head – "Don't blame me when you fall out of the bed later."

"Ugh, fine…" – Regina moved back a little so her back was molded to Emma's right side – "…will you sleep now."

Emma shivered when she felt the warmth of Regina's body against her own, it felt too good so she had to do something in order to keep her mind away from it – "Is that really from Victoria's Secret?"

"Yes…" – Regina huffed.

"How did you get it? I thought that nobody could get in or out of Storybrooke during the curse?"

"I could, because I cast it. Now, sleep."

"Ah, so that's how you got all that fancy things you have."

"Yes Emma, I have a lot of fancy things, now will you go to sleep?"

"I always wondered…"

"Just sleep!"

"Just sleep she said…" – Emma whispered – "…just sleep Miss Swan…" – she repeated in a childish whining tone. Because really how could she sleep with Regina laying half on top of her. She had her head on Emma's shoulder, her hand casually over her middle and her leg over both of Emma's. As soon as she fell asleep Regina turned her body around and settled herself against her… well on top of her. The fact that the Evil Queen was a cuddler stopped being funny to Emma over half an hour ago, when Regina moved her leg over both of hers and trapped her in this position.

Regina mumbled something in her sleep and moved her head a little and now every breath she exhaled Emma could feel against her neck. She tried to think of a way out, but she wasn't very sure that she wanted to find one, because when could she have Regina this close to her again, so she stayed. After a few moments Regina steered again, her hand moved to rest under her left breast just for a few seconds before it slid up to cup it. Emma gasped, she could feel her nipples getting harder and harder by the second, her level of arousal moving from very aroused to extremely aroused, because now it wasn't just the skin to skin contact that she had to deal with. She moved the hand back down where it previously rested, because she didn't want to do something stupid and get herself killed, but Regina apparently was having none of it and put her hand back on Emma breast only to slightly squeeze it afterwards. Emma took a few deep breaths in order not to let the moan escape her.

"God, Regina…" – she exhaled – "Do you know what you're doing to me?" – she quietly asked the sleeping woman – "I haven't had sex since before I came to Storybrooke… add the fact that the hottest, most beautiful woman I have ever seen is on top of me right now fondling my breast and that that's the same woman I've been attracted to since the first time I saw her… well you get the picture… bottom line - I'm horny as hell." – she sighed and just as she had started to get her mind of the situation Regina moaned in her sleep… freaking moaned! 'Is she having a wet dream?' And what else did she do? She lifted the leg on top of Emma higher, along with her nightgown and opened herself up more, so now Emma could feel her panty clad center against her thigh and SHIT - her panties were wet! 'Oh my God! She is having a wet dream! Well that just what I needed…' Emma's left leg involuntarily moved to the left and with that Regina's leg fell in the space between her legs. The process must have made the pressure between her legs stronger because Regina moaned even louder than before and thrust her hips forward to get a little more friction. This time Emma couldn't keep her moan inside – "Oh, Regina!"

And then she felt it.

Regina's lips softly pressed against her neck and the hand on her breast lifted so that one finger can circle her hard nipple. 'Am I dreaming?' As if to answer her question Regina pinched her nipple.

"Oh God, Regina are you awake?!" – Emma gasped.

"Yes." – Regina answered and gave another kiss to Emma's neck and another pinch to Emma's nipple.

"Have you been awake this whole time?"

Regina kissed, nipped and licked her way up to Emma's ear before whispering hotly against it – "Yes."

So she had been torturing Emma on purpose? - "Well that's just mean."

Regina moved herself fully on top of Emma, looked at her and smiled one of her dangerous smiles before answering – "Not mean dear, evil." – and then she attacked her lips. She was relentless, her lips moved against Emma's, her hands were in her hair, on her neck, scratching her arms, under her tank top…

But then it occurred something to Emma – "Wait…" – she managed to gasp and Regina stopped, slid her hands from under the tank top and looked at Emma – "If you were awake the entire time than… you must have heard what I said?"

"Yes I did." – Regina nodded.

"You know that that's not everything I feel for you… attraction."

"Yes Emma…" – she sighed – "… you can hate and be attracted to same person at the same time."

"I don't hate you Regina…" – Emma looked sweetly in her eyes – "… In fact I never did. What I meant was…" – she tucked a stray strand of hair behind her ear and cupped her cheek afterwards – "… I'm not only attracted to you, but I like you too. I really really like you."

Regina's face softened and she gave Emma the brightest smile she had ever seen – "I really really like you too Emma." – and then she leaned down and kissed her again, but this time the kiss wasn't rushed, it was just a slow, soft brushing of lips, it was sweet, it was magical, it was right. Emma was the one who ran her tongue along Regina's bottom lip to ask for more and when Regina opened her mouth to let their tongues dance together Emma gasped, she had never experienced a kiss like that, she had never experienced a feeling like that. The kiss was perfect, it had the right amount of everything, desperation, hunger, lust, longing, desire. Emma wrapped her arms around Regina to keep her as close as possible, to feel as much of her as possible as their breaths mingled and their tongues slid against one another.

The kiss intensified, their arousal heightened impossibly and suddenly it was too hot to stay under the cover, so Emma flung it away from them and threw it on the floor. She spread her legs a little and Regina's right leg settled between them, her thigh connecting with Emma's panty clad center and making Emma moan into the kiss. Regina straddled her leg and begun moving against it, rubbing herself against it and gasping with need. She broke the kiss and rested her forehead against Emma's, taking deep breaths and stilling her movements.

"I want to feel your skin against mine Emma." – she whispered against her lips with voice filled with want.

That was all the encouragement Emma needed, she took the hem of Regina's nightgown, raised it and took it off, she turned them around in one swift movement, so that she was on top, straddling Regina's thighs and took her tank top off. They looked in each other's eyes as their hands explored the newly exposed skin of the other. They slowly, teasingly moved their hands from the neck down, between their breasts, over their abdomen and up again. Emma leaned down and recaptured Regina's lips with her own in another mind blowing kiss. She was dripping, her panties were soaked, but she didn't feel the need to go quicker, there was something in the slow pace, something in the way they looked at each other, something in the way they touched each other, something in the way they kissed each other… something that she wanted to preserve.

Emma slowly moved her kisses from Regina's lips, along her jaw, down her neck, over her collarbone and between her breasts. She teased Regina with fleeting kisses, light touches of her tongue and soft nips and not once did Regina say or do anything to quicken the pace, she just caressed Emma's neck and back with her soft hands. Emma knew what that meant, it mean that she was giving up control, that she was giving herself fully to her and Emma realized that this meant as much as to Regina as it meant to her.

Emma made circles with one of her fingers around one breast, each circle getting closer to the hard nipple as she kissed around the other. She nudged Regina's legs apart and nested herself between them, her stomach coming in contact with Regina's silk clad center. She stopped the ministrations on the breasts, looked up at Regina and whispered – "Oh my God, Regina, you're soaked."

"I know…" – Regina gasped with her eyes closed and opened herself wider as she bent her knees and settled her feet flat on the bed. Emma's arousal sky rocketed at that moment and she attacked Regina's breasts. She took one nipple in her mouth and sucked, and at the same time she pinched the other.

"Ah Emma." – Regina whimpered, waved one her hand through Emma's hair, dug her fingernails into her shoulder with the other and thrust her hips up into Emma's stomach.

Emma lightly bit on the hard peak before sucking it and twirling it with her tongue all the while her fingers continued playing with the other, she listened as Regina's breaths became quick and irregular and felt the hold on her hair tighten. After a few minutes of sweet torture Emma stopped and knelt between Regina's legs. She run her hands up and down her thighs a few times and felt shivers run all over Regina's body with each pass. She finally hooked her fingers in the silk panties and slowly pulled down as she looked in Regina's eyes. When she took them off Emma put Regina's right leg on her left shoulder and started to kiss slowly from her ankle to the knee and down, and by the time Emma was kissing her upper inner thigh Regina was panting heavily and squirming constantly.

When her kisses reached the apex of her lovers thighs, she was already laying on her stomach and ready to look at Regina's forbidden fruit for the first time. She hadn't looked before, because she was too busy watching how Regina's face looked in the throes of passion, how she bit her bottom lip before a deep moan, how she threw her head back for a long exhale or a cry of pleasure, how her tongue would lick her lips when they needed the moisture…

Emma kissed Regina's inner thigh one more time before she turned to her core. She gasped when she saw how wet and swollen Regina was. Her pussy was deep red, releasing copious amounts of moisture and she knew that her clit was as hard as a diamond just by looking at it. Emma couldn't wait any longer, so she put her mouth and her tongue to work, she licked a path from her opening to her clit before taking the hard peak in her mouth and sucking.

"Ahh… Oh God Emma!" – Regina screamed and took hold of Emma's hair, but to Emma's surprise she didn't push, but pulled, so she stopped and looked up – "Come here…" – Regina said breathless – "… I want to look at you."

Emma climbed up and kissed her hard for a moment before moving her hand where her mouth previously had been – "You're gorgeous." – Emma whispered and kissed her again just as her middle finger flicked her clit. Regina moaned into the kiss, flicked her wrist and Emma's panties were gone – "But I thought…" – Emma panted, but before she could finish her thought Regina pressed two fingers on her clit and whatever she was about to say fled her mind – "Fuck Regina!" - Emma spread her legs wider and in turn she opened Regina wider too. She kissed her lovers neck and Regina bit where her shoulder and neck connected just as they both started moving their fingers in circles over the others clit.

"Inside, I want you inside me Regina." – she moaned against her neck and Regina obeyed. She pushed first one, then two, and finally three fingers slowly into her and started pumping all the while massaging her clit with the heel of her hand – "Fuck, oh fuck…" – she was already so close. She wanted them to come together so she entered Regina easily with two fingers and corkscrewed them upward in order to hit her sweet spot. Regina's hips raised from the bed as she screamed in pleasure.

"Don't stop, don't stop…" – Regina repeated as she mimicked Emma's motion inside her.

"Fuck Regina I'm so close!"

"Look at me Emma." – Regina sweetly said and cupped her cheek with her free hand. Just as Emma looked in her lovers eyes her orgasm exploded inside her and in the same tame she felt Regina's inner muscles clamp around her fingers. They kissed as their orgasms raged wildly through their bodies and swallowed each other's cries all the way through the last spasm.

"Oh my God, Regina…" – Emma panted as she rested her forehead against Regina's – "… that was…"

"… incredible." – Regina finished for her as the thumb from the hand that never left her cheek caressed her gently. Emma kissed the palm of the said hand as she removed her fingers from inside of Regina. Regina also pulled out her fingers and turned on her side to make space for Emma to lay down. They lay quietly for a while until Emma shivered from the suddenly cold air and Regina poofed the blanked over them.

"I thought you said that you didn't want to use magic while we're flying." – Emma asked.

"I lied." – Regina just smiled.

"Why?"

"Did you really think I would take my Victoria's Secret nightgown with me to Neverland?" – she raised her eyebrow.

"So this…" – Emma motioned between them – "… was all part of your plan? Did you really plan this?"

"Well my plan was to have sex with you, but this…" – now Regina motioned between them – "… I did not plan this. Because this…"

"… Wasn't just sex." – Emma smiled.

"No it wasn't." – Regina confirmed and kissed her sweetly – "Now sleep."

I almost forgot, the 'just sleep' scene was inspired by a scene in "The Abiogenesis Spell" by MA478LL. If anyone is into the LOTS fandom and is interested in a great Kahlan/Cara story I suggest you read anything or everything by MA478LL. :)