** This story contains strong sexual content. Reader discretion is advised.

A/N: This is a very sexy story containing magic cock play. Comments and feedback are more than welcome. I do not own Once Upon A Time or any of its characters. Just a great fan.

"Regina," Emma Swan's voice was desperate over the phone. "Something's happened and I don't know what to do about it. Can you please meet me at your house?"

"Emma, it's the middle of the morning and I have an appointment later this afternoon. We all aren't lucky enough to have the day off today."

"Please, Regina," Emma pleaded causing the mayor to frown. "I don't know what else to do. I need you."

Something about the way she said the last sentence had Regina extremely curious. "Okay. Meet me there in 15 minutes. I'm leaving now."

The anguish in the savior's voice forced Regina to have her assistant reschedule all her meetings for the day and had her driving over the speed limit. She felt fairly certain she would not be penalized as she was helping the sheriff after all.

Emma met her at the front door dressed in a long flowery dress and a baggy sweater that hung over her hips, a rather unusual look for the blonde who always wore tighter clothes. Regina's brow crinkled as she stuck her key in the door to turn the lock. The younger woman's fidgety nervous behavior was not lost on her.

"Emma," Regina stared after the woman who ran up the steps and darted into the study. The mayor followed her and found her looking out the window and then closing the blinds.

"Okay, look. I need your help, Regina. I have a problem. A magical problem. Something's happened and I don't know how to get rid of it."

"Okay," Regina suspiciously gave her a sidelong glance and noticed the woman across from her turn beet red. Emma frowned at Regina one last time and then sighed in resignation. She slipped the heavy and huge sweater over her head.

"Don't laugh." She commanded and then Regina's unreadable expression changed to surprise when the blonde started to lift the skirt of the flower-patterned sundress.

"Emma, what are you…" Regina did not have time to finish though because Emma revealed what her problem was. Behind the cotton wall of her billowy dress, protruded from her body a long thick phallus. Regina stared agape at it.

"Oh, dear!"

"Seriously, don't laugh." The savior's voice was shaky at best and Regina realized that she could not find any sarcasm in her at the moment.

"I honestly couldn't laugh even if I wanted to, Sheriff Swan. That looks like quite a big burden you have there. How did this happen?" Regina began to circle the blonde taking in the sight of her majestic member from all sides. As far as phallic objects went, it was rather impressive and probably one of the most beautiful ones she had ever seen.

Emma looked uncertain of what to say, alluding that there was, indeed, a good story here. The brunette was now more curious than ever. After all, magic cocks did not just pop up out of nowhere. The only way to get one was to, well first, have magic, and to sincerely and reverently wish for one while channeling one's magic. "Sheriff Swan, how did this happen?"

The young blonde sighed again and then proceeded with her very careful explanation, though she was flushing a deep shade of red again.

"Earlier this morning, I woke up… horny… and it happened."

Regina stopped in front of her and crossed her arms. "There must be more."

"I was touching myself, okay?" She aimed a murderous look at Regina's smirk. "You said you wouldn't laugh."

"Am I laughing?" Regina lowered her eyes to the cock pointing at her and felt oddly aroused by it. She shook the feeling off and walked to the sofa and sat down. Distance was good. "And? What else?"

"What do you mean what else?"

"Were you alone? Or was Captain Freakface with you?"

"I was alone, Regina," Emma retorted with an impatient huff and the brunette was pleased that the pirate was not physically there at least. "Can you get rid of it, or not?"

"Have you tried to… take care of it yourself?"

"Yes. A few times, but nothing happens."

"Then I am afraid there is nothing I can do."

"So what? I walk around with a giant hard-on for the rest of my life?!" Emma Swan never cried, but thinking about having this thing hanging between her legs for much longer was threatening that resolve.

"It's not an impossible thing, Emma. You can make it go away." The hopeful expression on Emma's face squeezed at her heart.

"Really? How?"

"Your magic, while I admit you have gotten good control over it, there are some aspects where you need to practice containing it more. I mean, your magic flows through you, Emma. It is a part of you. And it exists in every facet of your life, so you must learn to wield it always."

"Okay."

"This morning, while you were… pleasuring yourself, you conjured it for a purpose." When Emma frowned, Regina continued her lesson, "Whatever you were thinking about this morning, that is the fantasy you need to fulfill in order to get rid of it." She noticed that all the color faded from the blonde's face and she closed her eyes in disbelief.

"Are you saying that the only way I can make this go away is to fulfill the fantasy I was thinking about while touching myself?"

"Precisely."

"That could be… problematic."

Regina stiffened slightly before retorting, hoping to keep the bitterness from her voice, "I am sure the handless twit would be more than happy to help you, Emma."

"I was fantasizing about… using a strap-on."

"Please, Emma, the less I know about yours and the Captain's sex life, the better."

"No! NO! We haven't… I didn't… it wasn't…" Emma collapsed against the back of the sofa in exasperation. "I am never going to get rid of this thing."

"I wish I could be of more help."

Emma gave a funny laugh to that and responded with, "Oh believe me. I wish you could too." Her eyes were moving from side to side in thought and she looked as if she was going to say something when Regina spoke first.

"Let's go to my vault and we will check and see if there is anything more that I can possibly do for you. Maybe there is a counter spell."

"Awesome."

"We will magically transport to save time. Come here."

Emma got up and stood near Regina and in a cloud of purple smoke the study disappeared and they materialized in front of Regina's vault. The older woman stepped up to the door and Emma followed, stepping right behind her.

"Whoa!" Regina shrieked, the front of her body bumping into the door. She cleared her throat. "Emma," Regina spun and grasped the blonde's shoulders, pushing her to arm's length, "Er… you don't need to follow…" she looked down at the tented dress, "… quite so close, dear."

Realizing that she had just goosed the mayor with her brand new appendage, Emma colored a bright red and made an apologetic face. "Sorry…" However remembering what it felt like to momentarily brush up against the mayor's behind made her cock bounce excitedly. Regina's eyes widened and Emma quickly covered herself with both hands. It was the mayor's turn to blush and Emma just offered weakly, "It has a mind of its own."

"They usually do, dear." Regina quipped and turned again to open the door to the vault. "Okay, let's see if we can help you with your little problem."

"Little?"

"Figuratively speaking, Sheriff Swan," and for good measure Regina added, sparing a last glance downward at the savior's crotch before they disappeared through the doorway, "Mind your distance."

[X]

They reappeared in the study in a swirling haze of purple, having not had any luck finding a solution to Emma's situation and Regina was quite frustrated. She had glanced through every spell book, which she had already been familiar with, and looked through whatever ingredients she had stored there in the hopes of maybe triggering some sort of memory of a potion she could create. Nothing. Regina reached the undesirable conclusion that she could only advise Emma to do what she had originally said; Emma needed to fulfill her fantasy and the thought of her actually recommending Emma to sleep with the blasted pirate was so intensely nauseating, she didn't think she could go through with it. She suddenly couldn't fathom which task was more unpleasant: telling Emma she had to sleep with Hook or trying to explain to Henry why his other mother had a penis.

"Emma," Regina sighed and perched herself against the armrest of the sofa, "I'm afraid there is nothing more we can do." At the grim set of Emma's mouth she honestly advised. "You have to sleep with Hook."

The younger woman's eyes goggled and her jaw dropped. "What?"

"I assure you, I take no pleasure in actually saying it, but you cannot continue to go around with…" she waved at Emma's groin, "…that between your legs."

Emma ran her fingers through her hair roughly bemoaning the predicament in which she found herself in. Her audible sigh rang through the room. "I don't want to sleep with Hook."

"Yes, well, I'm afraid you have no choice, dear."

"No, you don't understand. I wasn't thinking about Hook."

Suddenly her words dawned on Regina. "Oh…" and Regina blushed. Looking up she saw Emma blush as well. She remembered the blonde's earlier words. "I was using a strap-on…" Of course. The savior was fantasizing about… a woman. Regina gulped uncertain of what to do with this new information. "I think I understand."

"Regina…" the blonde awkwardly started, "I…"

"Sheriff Swan, you owe me no explanations. It's fine really."

Emma's brow furrowed, "It is."

"Absolutely." Regina smiled at her reassuringly as Emma shot her a questioning glance. "There is nothing wrong with being bisexual. It's natural. Frankly, I disapprove of labels, myself." At the blonde's confused look she asked just to be sure, "You are telling me that you like women, right?"

"Um, yeah..."

"Have you been with a woman before, if you don't mind my asking?"

Emma looked suddenly as if she had tripped into the Twilight Zone and Regina could imagine that their path into unfamiliar territory was no doubt confusing the woman. Honestly it would confuse her as well if she wasn't so intrigued suddenly to learn more about the savior. She was also determined to help the woman with her problem.

"I have been with women before, yeah." She narrowed her eyes in scrutiny at Regina, "Have you?" When the brunette raised an eyebrow, Emma explained, "It's just you seem to be taking this all so well. I mean, I don't know what I would have expected, but you seem unsurprised? Completely relaxed about it all."

The mayor's red lips broke into a toothy grin. "Yes. I have been with women too." A fleeting look of relief and then hope crossed the blonde's features and she seemed to relax just a bit. Misreading the look for an attempt for solidifying some kind of friendship in the blonde's mind, Regina quipped sarcastically, "We're not going to compare our female conquests over beer and pretzels are we?"

The blonde's eyes widened, "What? NO!"

Regina swallowed her chuckle. "Relax, Emma. I was kidding." Regina left the arm rest and sat on the sofa making herself comfortable. "Besides, it was a long time ago."

"So no one in Storybrooke?"

"No," she chuckled and when Emma sat across from her and prodded for more information with raised eyebrows, she shrugged. "It was one thing to entertain the company of women as the Evil Queen and quite another as the mayor of a small town." Deciding that was enough information for now, Regina changed the subject. "So what are we going to do about your not so little problem?"

The blonde's face paled, "Ummm…"

"How can I help?"

The savior was now blushing profusely.

"I honestly don't know what I could do though," Regina sighed. "Who is it?"

Emma frowned confusedly, "What?"

"Your fantasy woman." Regina pressed on as clarity dawned in Emma's eyes. "Is it Ruby?"

"Why would it be Ruby?"

"Miss Lucas is rather attractive, young, or rather looks young," Regina chuckled not noticing the blonde's jaw clench.

"Do you like Ruby? If you could, would she have been one of the Storybrooke women you would have chosen for female companionship?" If Regina hadn't known any better she would think that she detected a slight tone of jealousy in Emma's voice. But that was preposterous.

"No and no. It just seemed like she would be your type?"

"And why would you think that?" Emma sat with her arms crossed now, her green eyes glaring at the mayor.

"Because she's breathing…" Regina shrugged and guessed, "I certainly don't know, Sheriff Swan. I did not mean to upset you, though it seems that I clearly have." She blinked under a baffled frown. "Fine, if not Ruby, then who? Mulan?"

"No."

"Trisha at the post office."

"No," Emma replied through gritted teeth.

"Amber at the grocery store?"

"What the hell, Regina? Do you find them attractive now too?"

"It is irrelevant who I find attractive, Emma."

"So you are attracted to them!"

They were suddenly staring each other down and Regina shook her head and blurted out, "What in God's name is going on here?"

The muscles in Emma's jaw worked again as she tightly closed her eyes and pursed her lips. Then a low, "It's you," drifted across the sofa table.

"No, I assure you, I am only trying to help here. I was only guessing who it might be to have caught your fancy. You're the one who seems so upset…"

"Regina," Emma opened her eyes and gazed meaningfully at the mayor. "It's you." Realization came swift and hard then like a punch in the gut.

When the brunette's forehead crinkled again and her brown eyes bored into Emma's the blonde knew instantly that they were on the same page.

"Me? You were fantasizing about me?" The sheriff gulped and nodded.

"Surprise…" As always Emma tried for humor in an awkward situation.

Regina's blinking gape at the younger woman fell to the sofa table. "I think I need a drink."

"Make that two."

[X]

Emma sipped the amber liquid and swallowed the pleasant burn of the whiskey as it traveled down her throat. She also eyed the woman across from her doing the same thing and peering curiously back at her. The silence between them was deafening. After her stunning admission, she was not entirely sure how she could get them back to the same level the two had previously been on; one that they had worked so hard to achieve. She was also a little anxious about how they were going to proceed from this point. At the likelihood that they may be having sex in the near future, her little problem twitched excitedly and moved noticeably.

While sipping her drink, Regina glimpsed downward to the younger woman's hips and when she caught the cock shift and bounce, her eyes widened and she started sputtering abruptly and choking on her drink. Awkward!

Regina pressed the inside of her wrist to her lips as if it would calm her breathing. Now that Emma had admitted that she was the woman that Emma had been fantasizing about while touching herself, the magical erection jutting forth between the woman's legs took on a whole new light. It seems she could help the woman after all. She remembered it, when Emma had shown it to her earlier and now thinking about getting close to it, becoming intimate with it, had blushing heat creeping up her neck and over her face.

"Are you okay?" The way Emma asked the question, she was asking not only about sputtering the whiskey but about everything in general. Not only was this awkward for both of them but she imagined for Emma that this must be disheartening for her. She had basically admitted that the older woman turned her on so much that not only did she masturbate to thoughts of having sex with her, but she unwittingly gave herself a magic cock out of all of it as well, due to her wanting Regina so badly.

Regina's reaction had been less than enthusiastic and Emma tried to ignore the hurt at that. "Look, Regina, I never intended for this to happen and I surely don't want to ruin anything between us but I would be more than grateful if you could help me with… this. It's killing me right now that I have to beg, because I have never had to beg for it before."

Regina smiled and walked closer. "No, I bet you haven't." She placed her glass on the table top.

"Look, I know that the thought of being with me probably repulses you," Emma was focusing hard on the flames dancing in the hearth of the study, that she did not catch the look of puzzlement on the brunette. "But I promise I will make it very pleasurable for you." She then forced her gaze to Regina's, her eyes darkening with sexual promise. "I will definitely make it worth your while."

The older woman's breath hitched in sudden eagerness. She had no doubt the savior would make good on her devoted avowal for sexual pleasure. A slow growing ember of want burned in the pit of her stomach and looking the woman over in her frumpy boring sundress, she found her beautiful and enticing still. She slowly sauntered over, observing how the woman watched her with want and longing, which was a powerful aphrodisiac. On some level, she had acknowledged that Emma Swan was sexy, however, this was the first time she had felt it extremely urgent to possess the woman, and claim her in a carnal capacity.

Regina looked down at the woman's stiffness. Taking her glass, she levitated it to the table to join hers, and then stepped right up against the blonde, the cock's tip brushing up very close against Regina's center, making both women gasp.

"You do NOT repulse me, Emma." Regina caressed her chin with her thumb and curled index finger. "On the contrary, you have always fascinated me. And I will make an admission of my own, dear. I have been curious about you before; of what it would be like to 'enjoy your female companionship' out of all the women in Storybrooke."

Emma's mouth hung open in disbelief and her eyes were clouded with arousal. "So… we're doing this?"

"Oh yes," Regina smirked sexily, "…we are definitely doing this. But not here." Regina slid her fingers into Emma's and the blonde's breathing slowed as she felt herself grow warm and tingly, especially the new erect body part she had given herself. "I don't believe you have seen my bedroom before, Sheriff Swan. I think it is high time we rectified that."

[X]

Emma could tell she was being seduced skillfully by Regina and she was impressed, aroused and becoming more impatient that they were not already naked and pressed against one another as Regina, never releasing her hand, led her out of the study and up the stairs.

When they reached the mayor's bedroom, Emma took in her surroundings. Her usual skills of inspection were failing her as her vision could not get past the big inviting bed. She gulped as Regina sat on the edge, arms back, palms flat on the surface, and crossed her legs. The sheriff observed that Regina, who had been confident and flirty downstairs, seemed a little nervous now. Somehow, seeing the older woman more skittish, calmed Emma and gave her the confidence boost she needed to take some control back.

She grabbed the hem of the baggy grey sweater, pulled it over her head and flung it into the closest chair. The brunette bit her bottom lip and her gaze dropped to the cock nearly hidden by the tenting dress. Emma decided against revealing it just yet. There would be time for that later. She drifted slowly toward the older woman and when she reached her, she slowly held her hand out, requesting the mayor's with an encouraging smile. Brown eyes wandered cautiously from the hand to the woman's face and then Emma watched as Regina took the hand offered. The sheriff slowly brought it to her lips and kissed each knuckle.

Red tinted lips parted in wonder at the sensation of the caress, which was so gentle and caring. Slow, Swan. Go slow. Smooth. Emma was trying her hardest to seduce the woman slowly. After all it was she who had been fantasizing about the woman just this morning. Regina needed a little time to catch up. After she kissed each knuckle, she held the brunette's hand and drew tender lazy circles in the middle and traced its lines. The younger woman considered the move a success when Regina's breath hitched and her eyes hooded with arousal. Emma was so turned on by the fact that Regina was this responsive to touch that she could not wait to move on to other parts of her body. Slow, Swan. Go slow.

She held out her other hand and Regina placed hers in that one as well, which Emma treated the same way with such careful seduction, except that this time, after kissing her fingers and the inside of her hand, Emma traced the palm lines with the tip of her tongue.

"Emma," Regina sighed and closed her eyes opening herself up to all the wonderful sensual vibrations she was experiencing. When Emma's knuckles lightly grazed her jawline, she opened them again. The younger woman slipped her hands to cradle the woman's neck and her thumbs stroked her cheek.

"Regina, I am going to make sure that you enjoy every single minute of this. Your pleasure will be mine." Looking down at Regina, she started to bend closer, mindful to keep her new hardness out of the way. If she was seducing Regina, she was going to do it with all her original parts first.

As Emma's lips descended to hers, Regina was eager for the touch of their first kiss. After the first curse was broken, and she was trying so desperately to spin the magic hat to open a portal to suck the wraith through, which Gold had sent to kill her, she was not having any success. She remembered the moment she got her magic back, when Emma had touched her. That zing she felt, the power that they together had jumpstarted the hat with was nothing compared to the jolt that coursed through her now as Emma Swan kissed her. Her lips hesitantly moved across the blonde's and the feeling became even more intense as if they were fusing together somehow, becoming one. It was warmth, comfort and security all wrapped together and in a weird way it was as if time and space ceased to exist. The only thing she was aware of was the savior and her mouth opening over hers.

Emma had experienced her share of good kisses, great and fantastic kisses even, but none of them could come close to rivaling this one. She had seen fireworks erupt in movies when the couple had kissed and she believed it to be a thing of fiction, until she kissed Regina Mills. Not only did she see colors behind her closed eyelids but she felt as if she were flying in the sky by each bursting explosion, which was jarring her insides and making her heart race. She tentatively touched Regina's lips with her tongue and she heard the mayor moan and then felt her tongue come out in kind. The next thing she knew, the room was fraught with the sounds of open mouthed kissing and heavy breathing.

Dragging Emma's hands from her neck, Regina brought them down to the buttons of her blouse and while the sheriff received her message loud and clear, the brunette cradled the younger woman's face and continued kissing her. One button at a time, the blonde undid it, pulling the remaining fabric from her trousers. She slipped the blouse from Regina's shoulders and then urged the woman to stand so that she could work on the belt buckle and pants next. They dropped to a pile on the floor and Emma took the time to peruse the sexy woman in front of her, who she thought would be more preferable to black lace, instead of the fine white lace and nylon bra and panty set that was equally appealing. "Oh God, Regina. You're perfect."

She had to remind herself again not to rush the brunette, but she had a momentary bout of weakness when she excitedly latched onto the crook of her neck while she palmed her breasts, beading the nipples with her thumbs through the barrier. Emma made short work of stripping the bra off and began kissing the mayor in earnest again.

"Your turn," Regina pointed out as she started to lift the sundress.

"No." Emma moved her hands, but instead of pushing them away she brought them up to her lips and kissed them again. She saw the question in the woman's eyes and she offered a sincere smile and said, "You first." Inexplicably, she wanted to keep her cock out of this for a little while longer still. At least until she had given Regina pleasure first. "Remember… this is my fantasy." That part of it was true and seemed to appease the other woman. This was not a "slip, poke, we're done" mission. She wanted to savor the other woman and delightfully scramble her senses.

"Please… sit on the edge of the bed…" Emma pleaded as she went back to assailing Regina with wet open mouthed kisses. Regina was whimpering by the time Emma had kissed her way from her mouth, down her jaw and then knelt in front of her to pay homage to her gorgeous breasts. She began alternating by laving her nipples and then moving up to kiss her, more long focused attention to her hardened points and then thrusting her tongue back into Regina's mouth.

Regina had never been so powerfully enraptured before and they were not even fully naked yet. The blonde ran her hands slowly up her calves and lovingly fondled her knees and the backs of them which tickled and made Regina jump and giggle, actually giggle. Then she rubbed and squeezed the woman's thighs and Regina's scent and mewls indicated how aroused she was becoming. Holy Fuck!

"Regina, lie back." Emma gave her one last searing kiss before she gently urged the woman to lie on her back. However, the brunette stopped halfway down and propped up on her elbows with a naughty grin.

"Maybe I'd like to watch, Sheriff Swan." Holy shit! Emma thought she was going to burst into flames just by that smile alone. Then she watched as Regina brought nimble fingers to her breast and started rolling and pinching her own nipple, tearing a grown from Emma's parted lips.

"Suit yourself," the blonde returned, looking down and seeing the affect that all her efforts had made by the dark wet spot on Regina's panties. Emma could not wait any longer to get her mouth on the woman spread open in front of her. "You are so wet already," she mused as she parted the woman's thighs a little further and propping one leg over her shoulder.

With experimental fingers, she fondled Regina through the dampened lace and both women gasped at the sensation. The mayor was warm and dewy to the touch and Emma could resist no longer, "Oh fuck, Regina," she whispered as she took her first long taste, becoming more addicted, and at a slow pace, swiped along the woman's covered wet slit while fingering her engorged clit.

Regina watched the savior's head bob between her legs, the woman's soft lashes fluttering as she heartily brushed that talented tongue up and down along the white lace. It wasn't until Emma enveloped her with her mouth and tongue, sucking her gently that she whimpered the woman's name and plunged her fingers into blonde tresses.

"Mmmm…" Emma lifted her head just slightly so that she could move the lace aside and her eyes fixed on Regina's as she took her first sample of the woman's center, unclothed: wet and soft, skin on skin. She began massaging the brunette's glistening folds alternating between using her fingers and her tongue until Regina was mewling loudly. "Take these off," Emma demanded suddenly, practically ripping the underwear down those gorgeously toned legs.

Regina moved quickly, impatiently, to help rid herself of the scrap of lace and once they were discarded, she opened herself up immediately again as Emma zoomed right in to suckle her into her mouth with greedy lips and a swirling tongue. "Uh…Uhn…Emma…oh so GOOD…"

The older woman's cries and pants were music to Emma's ears and she brushed her thumb in slow circles over Regina's slippery opening. Then she wet two fingers in the mayor's arousal and penetrated her with just one finger first, eliciting a grunt of approval and then adding another earned her more than one enthusiastic "yes" over and over.

With pumping fingers, a flicking tongue and a hot, sucking mouth, Regina was being pushed closer and closer to an explosive climax. Having both hands fisted in the younger woman's hair, Regina panted loudly, "Emma… Emma… you're going to make me… I'm going to…" but the brilliant and blinding orgasm that quaked through her had her thrashing underneath the sheriff's ministrations before she could verbally finish.

Watching Regina come like this was such an awesome sight to behold and Emma yearned to burn this memory into her mind; the way the woman's hips were bucking frantically into her face, the loud shrieks of delight, one hand holding Emma against her while the other fisted tightly in the bed sheets, and the scrunch of her brow and the wide "o" of her mouth. Emma was bewitched by Regina like this and she realized with certainty that this was a sight she wanted to see over and over again.

Regina collapsed on the bed, bringing her palms up to her temples in disbelief and one shocking memory came to mind of standing outside, beneath her beloved apple tree, facing the savior with her green eyes flashing in challenge as the blonde warned, "…you have no idea what I am capable of…" Now, with a pleasing crack of her lips she pondered what a gross understatement that actually was.

The woman of her thoughts joined her on the bed, lying beside her propped up on an elbow with a deeply satisfied grin on her face. She affectionately palmed and stroked Regina's nipple and then bent to deliver a very unexpected yet sweet kiss to Regina's cheek. The older woman could only think how adorable the action was. Emma had just given her an unforgettable and mind-blowing climax and she looked so sweetly innocent with her wide dimpled smile, that Regina slanted her head and considered this surprising… treasure… that she had stumbled upon.

Emma chuckled, "What?" She leaned over, lightly circling a nipple with her tongue. "You're looking at me as if you have never seen me before." She sucked the taut nipple into her mouth and released it with a pop, then teasingly flicked it.

"Like this, I haven't." Regina retorted, enjoying the sensation. The savior kissed up her torso and then nipped on her chin.

"Surprised?"

"Let's just say, from the beginning, I knew how sharp your tongue could be," Regina reached up and gripped the savior chin staring lasciviously at her mouth, "…but I had no idea just how nimble and persistent it could be too."

"And that's a good thing, right?" Emma asked as Regina pulled her down to her.

"Very."

Regina wasted no time in taking what she wanted. When the blonde gasped, she plunged her tongue straight in, curling it and probing it in search of hers. When Emma slanted the kiss deepening it even further, their tongues danced and slid against one another seductively.

"You are an exceptional kisser, Emma."

"You are fucking hot, Regina."

That earned her a chuckle from the older woman. "I see you are just as inarticulate in bed as you are out of it."

"Well, I don't think my powers of speech are going to make you come as hard and loud as you just did, " Emma abruptly halted and thought, "Though now I think I'd like to try that sometime. Phone sex can be fun." Regina made no correction that she thought they weren't planning that far ahead. Instead, she curled her hand around the blonde's neck and brought her lips down to hers again, smelling and tasting herself on the woman's lips. She was going to enjoy what she had now, in the moment.

She started to pull at the dress again when Emma set halting hands over hers. "I want to see you too," Regina huffed impatiently. Emma frowned and worried her bottom lip and again Regina found the woman utterly, sexily adorable.

"Start up here." The blonde indicated to the buttons of the sundress. With a raised eyebrow Regina began to unbutton the dress from the top button downwards, exposing creamy skin. Regina moved up and instructed, "Scoot up…" as she nodded to the head of the bed, which Emma did and laid close to the middle of it.

Regina hovered over her and kissed her as she worked on the tiny buttons. She slid the sides of the top apart and inhaled sharply as she was greeted by the sight of Emma's nipples, bare, tight and hard. It had been so long since she had been this close to another woman naked. She was excited to be with one again, but having it be Emma was absolutely thrilling.

She gazed up and saw the blonde returning her look with desire hooded eyes and Regina intentionally held her gaze as she cupped her breast and ran the tip of her tongue across an aching nipple. The blonde's gasp and moan were a plea to keep going and she did so sucking and licking while rolling the other nipple with her fingers. "'Mmmmm… Emma…"

Emma held the mayor's head to her and was flabbergasted by how good she was at this. And she thought Emma's tongue was talented? Just with her tongue and fingers alone the blonde thought she was going to come any minute. Thank goodness she still had the dress on. She wasn't quite sure what to expect with a magic cock but if she came like, well, a guy would, she might accidentally shoot Regina in the face and that thought suddenly horrified her. Why couldn't something like this have happened when she was sporting her own real equipment?

Suddenly she noticed that Regina had switched to the other breast to pay equal attention to it and her hand started to undo more buttons and as she was getting fairly close to her abdomen, Emma reached a hand out to stop her.

"Emma," came Regina's scolding voice, which the blonde was all too familiar with. "I'm going to need to see it again some time."

"I know, I know," Emma sighed. "It's just… I wish I had all my own parts…"

"That, dear…" Regina began smiling at her suggestively, "is what we are trying to accomplish." Then Regina came up to give her a long reassuring kiss. "Nnnnn…" Regina released her bottom lip with a pop and nuzzled their noses together tenderly showing a side of herself that Emma had never seen before but was never the less becoming enchanted with. "Now… sit up and let me see all of you."

Emma swallowed and sat up pulling the dress off her shoulders while Regina finished unbuttoning enough buttons for Emma's newly conjured hardness to spring out. They quickly freed her from the dress and Regina took all of her in while Emma chucked her dress off the bed.

"Sheriff Swan, you are positively breathtaking," Regina opined incredulously with her eyes darting from Emma's breasts to her face. Emma was staring back at her now, her mouth dry, though she tried to moisten her lips.

"And you're…"

"…'fucking hot'…yes, I know." Regina chuckled, voicing the words in Emma's head.

"REALLY fucking hot!"

Though she had joked sarcastically about it, Regina was actually quite complimented by Emma's words. Knowing that it came from the savior made it ten times greater praise than the simple words would be from someone else. Regina was surprised at that thought and promised she would think about it later, when there were less pressing issues to tend to.

A slow smile bloomed along her pouty lips and she gently pushed the blonde back and followed down half on top of her and passionately kissed her emphatically. They were both squirming and moaning with need by the time Regina snaked a hand down passed the younger woman's abdomen to claim her shaft. Curling her fingers around the girth she gave it a solid stroke, swallowing Emma's surprised whimper. As she built up a slow rhythm while gently squeezing and pulling, she sucked the savior's tongue in rhythm with her hand. She then added little twists of her wrist to vary her stroking. Emma closed her eyes not believing that this was happening. Never in her wildest dreams did she imagine Regina Mills would be jerking her off like this. Why would she? Magic cocks don't pop up every day, thank goodness.

Suddenly the caresses stopped and she felt Regina's mouth on her breasts again. Looking up she found Regina touching herself. "Oh GOD!" Emma's head crashed back to the pillow where she shut her eyes tightly, the vision of Regina's tongue flicking her nipple and her fingers rubbing and fucking herself was enough to have her thick cock twitching.

Then she felt Regina's breath on her lips and felt the older woman's tongue skim across the seam of her mouth, which she gladly allowed her entry to and that was when she felt it; Regina's hand grasping and moving over Emma's hardness again, but this time well lubricated by Regina's own juices. The thought was so startling and arousing Emma felt her orgasm build and reach the point of release.

"Oh fuck, Regina, I'm going to come." Regina was beside her watching as her hand worked the savior over. Emma's moans were getting faster and louder and Regina bent her head and flicked the taut tip of her breast firmly and Emma was coming, spilling out onto her toned abdominal muscles.

Regina glanced back at Emma to catch her reaction to this new phenomenon and smirked at the honest wide-eyed amazement. "I… I… didn't know it could do that."

"Well, how else were you supposed to climax, dear?" Regina smiled and kissed her, she could not seem to stop wanting to kiss the younger woman. She then dipped her finger into the wetness on her stomach and sampled it off her finger. "Mmm…"

A thought occurred to Emma. "Wait! Will we need a condom or anything?" A worried look passed over her and Regina had to remind herself that Emma was just learning about magic and the magical world so, this was all foreign to her.

"No," the older woman began her lesson, "if you noticed, no testicles, no sperm." Regina wanted to kiss the woman again for the sheer look of relief on her face.

"So you can't get pregnant from a magic cock…" Emma relaxed then and shivered, spent from her orgasm.

"Oh, you can." Emma's eyes flew open and Regina's head moved down to the savior's stomach where with her mouth and tongue, the brunette took pleasure in tidying up. So insanely fucking hot! Yes, Emma knew she was going to have to come up with other words to describe Regina and she knew she could but that was really all she could think about Regina right now; how incredibly HOT the woman was.

She felt Regina settle beside her. "You taste rather delicious, Sheriff Swan."

"Yeah? Let me try…" and with that Emma moved up and began kissing her. Who would have ever thought that the sheriff and the mayor would be tangled up on the mayor's bed like this? She was fairly certain her parents would have a heart attack. "Mmm… I like the way I taste off your lips." She ran a hand absently across the thigh Regina had thrown over her stomach. "So back to the magic cock thing…"

Regina closed her eyes and then nodded opening them again, "Of course… well… since women obviously do not generate sperm, a potion would need to be made and consumed."

"A magic potion… hmmm…"

"Exactly…"

Suddenly Emma imagined herself having children with Regina; giving Henry brothers and sisters. She tried to imagine a blend of hers and Regina's features and started to smile.

"And what are you thinking about with that big Cheshire cat grin," Regina looked at her while absently circling a nipple slowly. It felt very soothing.

"So how does one go about making this potion anyway?"

"Why?" Regina slanted another look at her.

"What? Just curious. I am supposed to be learning about magic, right?"

Regina found the reply acceptable and continued, "I don't know the exact ingredients but I remember one that will probably be very hard to come by."

"And what's that?" Her interest piqued.

"Dragon's liver."

"Yuck."

"Magic usually leaves a bitter taste in one's mouth." Regina looked down at Emma's still erect member. "You know another thing about magic cocks is that they never go flaccid."

"What?" Emma looked a little unsettled. "I thought after I came that it would just disappear or something."

"No," Regina took her shaft in her hand again and started stroking her, building her excitement, and turned her head to kiss her neck. "Maybe you should tell me about your fantasy that I am starring in."

Emma was so engrossed with the actions of Regina's hand that she didn't think to filter her thoughts. "Which one?"

Regina's hand stopped and she jerked her head back in surprise. "Just how many times have you fantasized about me, Miss Swan?"

"Just a couple…" Emma was shrugging awkwardly but suddenly felt like being a little honest. Hey, they were naked together, and while Emma Swan was normally not so forthcoming with feelings or any conversation in bed, with Regina she found herself wanting to be. "… hundred times."

The mayor's eyes bugged out. "A couple hundred times?!"

"Maybe that's an exaggeration. Not that many. Maybe like a hundred." Regina's mouth opened and then closed, "…fine maybe less than a hundred, but definitely more than 50. Yeah…definitely more than 75 times."

Regina was shaking her head doubtfully and Emma cradled her face in her palms, "I think we've already covered how amazingly insanely HOT you are." She kissed Regina full on the lips and then coaxingly parted them with her tongue. Regina moaned into her mouth and returned the kiss, placing both of her hands on the sheriff's breasts. "So fucking HOT". Then Emma pulled Regina closer until the older woman was fully on top of her and continued her wet assault on the woman's mouth.

"I am a little curious about these fantasies. I think I'd like to hear a couple of them."

Again, with filter turned off Emma murmured against her lips, "Mmmm… with you or the Evil Queen?"

Regina gasped at that and pulled away only slightly to see Emma's face. "You've fantasized about the Evil Queen?"

Emma gave her a naughty grin, "Oh yes, My Queen. Repeatedly."

Regina peered into those green eyes searching for mockery or jest, but found only desire and that was Regina's undoing. To discover that Emma had fantasized about her, all of her was such a powerful turn-on. She groaned and crushed her mouth to the blonde's demanding something desperately from her, though Regina was not certain what. She needed the savior; had to claim the savior. It was an all-encompassing need all of a sudden.

"Whoa, Regina… wait… what happened?" Emma wasn't sure what she said, but the brunette was all over her and she wished she could remember what it was. It seemed to press Regina's "on-button" and that information would be handy to have for the future indeed. What were they talking about? Her fantasies about the Evil Queen? It was worth a shot. "Tell me what I can do to please you, My Queen…"

Regina whimpered and started rubbing her slick center against the side of Emma's cock insistently. Holy Fuck! That was it! She held the brunette's face back so that she could look at her. She stroked her cheeks and examined her. Regina's eyes were lust-filled but there was more going on in those gorgeous brown orbs. There was want but also… possessiveness, yearning and deeper down… Emma blinked, recognizing the emotion as one she was discovering existed in her too… and now that it had been realized, she was a little afraid to name it. Instead she showed it by bringing Regina closer and pouring all of that emotion into the kiss, which Regina returned with equal fervor.

The kiss brought them both back to the subject at hand and Emma murmured against her, "My Queen, please I need you. Please, please fuck me."

"Emma…" Regina whispered hungrily as their mouths fused again and Emma felt the woman's hand drift down between their bodies and reach for her. She gave the blonde a few good strokes and Emma mewled into her mouth and hugged her close. Then the sheriff felt herself being sheathed into Regina's hot, tight, slickness. The sensation was so great that she tore her lips from her queen's and latched herself onto her neck and held her there by cupping the back of her head.

"Fuck, Regina, Fuck!" Emma had never felt anything like this before. At the same time she had slipped inside Regina, she had heard the woman moan the sexiest sound she had ever heard before. Everything all at once was so intoxicating.

"Are you okay," Regina asked between kisses, imagining how new and overwhelming the sensations Emma was feeling must be. She smiled as she stroked Emma's cheek. "I'm going to move. Ok?"

The blonde nodded and felt just a little silly that the mayor was warning her and treating her like she was some blushing virgin, however when the older woman started moving, Emma's eyes bulged and her breathing quickened as she felt the warm walls of Regina's sex grip and pull at her.

"Does it feel good, Emma?" All Emma could do at the moment was nod emphatically and stare up into Regina's gorgeous smiling face.

"Yeah," She breathed, "You feel awesome, Regina."

"It will probably get even better." They were kissing. "Are you ready, dear?"

Emma smiled up at her, "Yes, My Queen."

Regina groaned, bit her bottom lip and started moving slowly back and forth on the savior's cock, pleasurable sighs falling from her lips. Emma's hands slid down her back and settled on her hips. Regina rose up and started riding the blonde purposefully gyrating and Emma was left watching the erotic scene in front of her with fascination; Regina with her eyes, half closed seemingly riveted by the way the savior's breasts quivered with her advances, pulling Emma even deeper inside her. "Oh Emma…"

Emma couldn't take it anymore and reached for Regina's hands that had wandered up to caress and pinch her breasts and she pulled the woman back down to her and crushed their lips together for a searing kiss as she used her hands to oscillate the woman's center on her throbbing cock. She swallowed a shriek that her queen had made when she squeezed the woman's behind and dug her nails into the soft flesh. She felt Regina's hand on her throat, clutching her chin as she brought their faces into view. "Are… are you close?" The brunette asked between labored breaths.

"Hell yes…" Emma confirmed breathing the same way.

Their foreheads met and their lips barely touched when Regina spoke, "Come with me."

The blonde nodded her head certainly and they went back to rocking, penetrating and undulating until their pants and whimpers were blaring loudly. Regina kept her hand on the savior's throat working herself over Emma harder and faster until her keening cry near Emma's ear had ignited her own powerful orgasm.

"Regina…" she growled as she felt the velvety walls of Regina's sex contract and milk the response out of her. Spilling into the queen she wrapped her arms around her tightly, as if never wanting to let her go.

That is how they remained for several minutes more, holding each other's trembling bodies, trying to regulate and calm their shallow and hitched breathing. In their orgasmic lassitude, Regina's head felt too heavy to lift so she turned slightly to place soft kisses on the younger woman's neck while Emma drove her fingers into the back of Regina's hair and lightly massaged her scalp while stroking her back.

"That… was… absolutely… marvelous…" Regina breathed, her face still buried in the blonde's neck. The older woman could not remember a time when she was so thoroughly sated.

"That was…" she heard Emma begin with a smile in her voice and Regina did raise her head up then.

"If you even attempt to say ´so fucking hot', Sheriff Swan, I will smite you." That remark won her a hearty chuckle from the sheriff as she turned to her for a resounding kiss on the lips.

"I was going to say that it was outstandingly, resplendently, sensuously, unforgettably hot."

"My, my… such big words." Regina jokingly smiled at her. "I will definitely say that you were rather impressive, dear."

"You were incredible, Regina." Emma replied quickly. The blonde honestly caught the other woman by surprise and Regina's heart soared at the compliment and her face colored slightly. Emma knew she liked goading the mayor. Now, she had learned that she liked making the mayor blush even more and was going to try to do that more often from now on.

Regina responded to the compliment by clutching the younger woman's neck and chin, much like she had when she was impaling herself atop her, and slowly moved her lips over hers, begging to be kissed back. When Emma did, opening her mouth and drawing Regina's tongue passed her lips, Regina sighed and moved her lower body. Her eyes widened and so did Emma's and they both looked down together. The head of golden locks fell to the pillow in relief.

"It's gone." She sighed for good measure and caught the look of utter excitement on Regina's face. "What?"

"Do you know…" The older woman knelt up then beside Emma and her hand traveled toward the soft curls at the juncture of Emma's thighs, "… how long it has been since I have… performed oral sex on a woman?"

"Fuck!" Emma was excited too now as the older woman cupped her eagerly and displayed a grin the sheriff rarely ever saw on the woman's face: one that was as wide as it could get and tinted with extreme delight. She usually saw those kinds of smiles reserved for Henry. Knowing that she was getting one of those smiles from Regina made her want to sing, and Emma Swan never sang, unless she was drunk.

She watched as the mayor began to kiss down her body and when she felt the woman part her folds, take a long testing lick, and moan in satisfaction and approval, Emma groaned in agreement. Then Regina dove right in and Emma learned that apparently going down on a woman was like riding a bike. The queen may have not done it for some 30 odd years, but she certainly knew what she was doing.

[X]

Regina blinked herself awake and stirred which caused the woman she was lying beside to do the same. Emma grumbled though and tightly gathered her closer. "Not yet, R'gina." The mayor could not help but silently chuckle. Since she was already snuggly engulfed in the younger woman's embrace, she relented and let her head relax in the crook of her neck for a few minutes. Unbelievably, she had lost count of how many orgasms they had given each other during their afternoon together. She realized, with some disappointment, that it would have to come to an end because Henry was coming home soon.

"Emma."

"Hm…"

She cooed a soft laugh at that and kissed Emma's neck. The younger woman smelled so good even after a vigorous afternoon of fantastic sex. "Emma."

The blonde opened an eye and kissed her forehead and Regina wondered when she had liked such sweet gestures. "Ten more minutes, Regina." She then closed her eyes and re-gathered the woman into her arms. "Just ten more minutes… and then I promise I will do whatever you want, however you want, wherever you want…"

Well then! Regina smiled at that and shook her head. She was just about to argue when she heard the door downstairs slam, as did Emma.

"Moms?" They heard the shout from downstairs. Henry was home. They both fought and stumbled out of the bed.

"Henry? He's early!"

"No, Sheriff Swan… we slept… late!" They made a mad dash around the room picking up thrown clothes all over the place as they heard their son calling for them while walking through every room downstairs. Regina was able to pull her trousers on but could not find her panties. Emma had found her sweater and had just picked up her dress. When he sounded like he was in the foyer again, Regina prompted, "Wait, wait! Stand still." Taking one last look at Emma's naked form she waved her hand immersing the savior in purple smoke and as it cleared, Emma was fully dressed in the outfit she came in.

"Whoa, cool."

"Moms?"

Regina waved to her torso and her blouse materialized in purple smoke, as well, looking as if she had just pulled it from her closet. He was just outside the door now, when with a wave she made the bed, blankets slipping into place, just as he opened the door.

"Oh, here you guys are." And then he frowned, "What are you guys doing in here?"

Emma opened and closed her mouth and Regina answered, "Emma needed my help with something and I had what I needed to help her with in here." Emma's eyes darted from Regina to Henry.

"Oh." He seemed to accept that and the older woman quickly changed the subject.

"So how was school. Did you do well on your history assignment?"

"As always," He smiled and shrugged easily.

"And your math homework? How did we do on that last problem?" Emma witnessed the exchange in adoration. The Mills family was small but they were a cute little family, that she suddenly wished she was a part of. Of course she knew that they were all family. They were Henry's family, along with her parents. And she and her parents were their own little family… even with Henry. However in this moment, she desperately wanted to be family with Regina Mills. Which was probably an odd thing because they had been a lot of things in the past: enemies, rivals, acquaintances, co-parenting moms, the object of the other's hate or distrust, team players fighting the same enemy, magic partners and were only recently becoming friends again. That is, until this morning when they became lovers. Were they lovers?

"We were both wrong about that one. I hate math." Henry flicked the hair from his eyes and stared at Emma strangely. "Ma, what are you wearing?"

Regina turned toward the woman in question and spotted the rather pensive crinkle on her brow and hers furrowed wondering what the woman was thinking about. The tip of the blonde's tongue peaked out and stayed out as she was lost in her thoughts. Memories of that tongue wandering all over her body, giving her extreme pleasure, slammed into Regina and her quick intake of breath seemed to break Emma out of her pondering. Their gazes met and smoldered. Goodness help her, she wanted the woman moving above her again like she had earlier, clutching at her as Emma had grinded her soft womanly sex against Regina's, creating the most beautiful friction. She gulped then and said, "Emma!"

"What? Huh?" She modeled her attire jokingly at Henry, hands behind her back. "What? Don't like it? Thought I'd try something new." Emma batted her lashes at him in jest.

"It's… a dress."

"Pretty observant, kid. You've seen me in dresses before." She winked at Regina.

"Yeah, but, shorter, more…fitting ones." He slanted his head studying her trying to come up with a compliment. "This one is… er… flowery…and will probably keep your legs warm."

"Thanks, kid," Emma rolled her eyes as Regina hid a laugh behind her fist.

Henry smiled and then remembered, "Oh hey, Ma… I left something in the bug, where are your keys? Can I get it?"

"Sure, downstairs."

Henry turned toward the door, "Where downstairs?"

Without thinking Emma swung her hand out from behind her back and pointed, forgetting that Regina's panties dangled from her fingers. Luckily since Henry had his back turned, he missed it, but Regina's eyes bulged and she raised a hand to grab them but Emma snatched them away with a smile. Henry turned and they both looked innocently at him.

"In the study, I think. You know what? I'll help you look." She stuffed the white lace in the hip pocket of the frumpy sun dress and followed Henry out the door leaving Regina no choice but to bring up the rear.

Walking towards the study, Henry asked, "So are you staying for dinner, Ma?"

"No," Emma said.

"Yes," Regina said at the same time. Both women stopped and looked at each other. As Henry disappeared into the study, the blonde looked at the raised eyebrow from Regina and changed her answer, "Yes," and earned an enthusiastic smile from the older woman.

"Found 'em." Henry exited the study with a clump of keys. "Be right back."

"Okay, I'll be right out," she said as he disappeared out the front door."

"What are you doing, Miss Swan?" Regina's curious stare had a hint of disapproval in it.

"What does it look like I am doing, My Queen?"

Regina gasped and Emma smiled. The older woman recovered. "Besides stealing my underwear, I assure you, I have no clue."

Emma walked up to her and kissed her lightly and lingeringly, then nuzzled her nose, "I'll be back, Your Majesty." She stepped away seeing the fire erupt in the queen's eyes. "I need a shower… and to get into my normal clothes." Then she turned to show the woman her behind. "This dress doesn't show my ass off nearly as well as my jeans do."

Regina smirked, "Just make sure that you are prepared to stay well after dinner, dear." Then the mayor put her hands in her trouser pockets and took a few steps closer, "…and bring an extra pair of underwear with you, for the ones you wear back here tonight are staying here with me."

"Yes, My Queen."

"You're milking it now."

"And you like it. A lot."

Regina's gradual smile told her that she was absolutely right. They heard Henry's footsteps on the stoop and he breezed through the door. "Here you go, Ma!" Henry chucked her keys at her and she easily caught them.

"I'll see you guys in about an hour." Emma watched Regina nod and both women turned toward the kitchen where they heard Henry walking around. They stepped closer and stepped back then eyed each other wanting to breach the distance. Emma looked at the kitchen door again.

"We have all night, Emma," Regina promised which brought a huge smile to Emma's lips.

"Yeah. I know." And then the blonde leaned in anyway and gave her a quick peck on the lips, took a few steps backwards toward the front door, and closed it behind her.

Regina pressed her fingers to her lips. Another sweet move by Emma Swan.

"Hey Mom," Henry appeared in the doorway, "What are we having for dinner tonight?"

"How about tacos?" Regina answered. The dinner choice was uncharacteristic of her but she was feeling festive.

"What?" Henry asked excitedly, "Seriously?" She turned and nodded emphatically at him. "Is this all because Ma's coming over? If so, we should probably have her over for dinner more often."

She walked over to him and ruffled the back of his hair lovingly. "Yes…" she put her arm around him and they disappeared into the kitchen together, "…we probably should."

THE END