A/N: Hi, So this is a Dragon Queen Teacher/Student AU. Um... What else? Oh yeah, this is mostly DQ smut. There is literally not much of a plot.

I tried to make it like not too "porn-ish" and I'm pretty sure I failed. lol.

With that said, I don't own ONCE or Regina and Maleficent. All mistakes are mine. Rated M for sex.

I hope you enjoy. :)

Am I Being Graded on this?

"Professor Sparks?" Maleficent looked up from the assignments she stayed late to grade and saw none other than one of her most intelligent and irritatingly beautiful students poking her head through the small crack in the door, chewing her lip nervously.

"Yes, Miss Mills?" She said in her usual bored, disinterested tone even though she was fascinated by the girl and pleased to see her. She found the fact that this girl was absolutely stunning but had no idea just how enticing she actually was, exceedingly attractive.

But the girl was underage and a student no less so she couldn't act on any of her desires. Instead she had to ignore the heat she felt rushing through her body when she watched the girl enter her classroom with her short uniform skirt and blouse with one too many buttons left undone (when she didnt wear her uniform tie).

She had to push aside the way the girl excited and aroused her since she set foot in her class at the beginning of the senior year. It was almost the end of the year and Mal wanted to pat herself on the back for controlling herself for this long. But she wasn't sure how long that would last especially having Regina here after school hours. Alone.

Regina took a tentative step into the classroom and let the door shut behind her. Professor Sparks is known for being cold and strict. Always pushing for perfection. Some students have even taken to calling her The mistress of all evil but Regina had never had any problems with the teacher herself... until right now, that is. Regina looked down at the paper in her hands. The one she worked endless hours on that now sported a large, taunting, red C on it. That will not do. Mother would probably disown her. That one thing could bring down her perfect average. This is unacceptable.

"I would like to discuss my grade. I hope you have a moment." Regina said as she stepped closer into the room. Her short heels clicking across the floor.

Maleficent let her eyes rove from the girl's dark eyes, to full dark painted lips, to her slender neck, to the curve of firm breasts pushing against the fitted blouse with the Storybrooke High insignia boldly stitched on the side - down a flat stomach, over shapely hips hidden by a dark, plaid uniform skirt and down white stocking clad legs and landed on black heeled Mary Janes before working back to the girl's face.

She figured the girl had noticed this since she shifted uncomfortably, fidgeted slightly and was wearing a slight blush.

"What about it, Regina?" Mal gestured towards a desk in front of her own and the brunette quickly sat in it. The blonde stood, walked around her desk and sat ontop of it. Facing Regina she crossed her long legs and noted how Regina's eyes lingered on them before blushing again and looking away.

Regina cleared her throat. "Well, I received a C. Which I'm sure you're already aware. Even though I respect it I..."

"Dont feel as though you deserve it." Mal finished for her. The brunette nodded. The blonde frowned. "Well, the paper was well researched and well written but I still did not see any of you in it. Do you understand?"

"I believe I do. But I wrote that paper the same way I've written all of my papers."

"Right. Which are also well written. You are extremely gifted in your knowledge of science and that's why I expect more of you..." she sighed when the brunette only frowned. "You're one of the most advanced students in this class. Your understanding of Chemistry is outstanding. That's why I expect more from you."

"But did it have to be a C?"

Mal chuckled. "No but it did get your attention, did it not?."

Regina nodded. "I suppose it did."

Mal nodded. "Good."

"But what happens to my grade?" Regina sighed. "I can't go home with this. My mother would kill me." Her eyes locked on icy blue ones. "Is there some extra credit I can do to raise my grade?"

"Regina, I don't know..."

"Please?" The brunette breathed. "I'd do anything."

That seemed to pique the blonde's interest. "Anything?" Her smirk became almost predatory as her eyes bore into the girl's. Her eyes wandered down to those plump lips again. "How far are you willing to go for an A?"

"As far as it takes." Regina said staring back with a determination.

"I'm glad." Maleficent said as her smirk turned into a full grin. "How old are you, Regina?"

"Um... I turned eighteen in February." She replied.

Maleficent's eyes darkened at that. She was legal at least. "That so?"

Regina nodded as she watched the series of emotions play across her professor's face as if she was having an internal war. "Yes."

"Did you have a grand celebration? You only turn eighteen once."

Regina blushed. "Yes, my mother made a big deal of it but her excitement was driven by the fact that now she can marry me off... I'm honestly surprised she hasn't tried to already." She chuckled nervously but sobered at her teacher's curious raised brow. "My mother -"

"I get it, dear. My mother was very controlling as well but I broke free and so can you." Mal said gently and felt her heart skip at the way the young brunette's face lit up. She made a show of uncrossing and crossing her legs and reveled in the way the young woman watched on completely enthralled. She cleared her throat pulling the girl's eyes back to her face. She smirked when a furious blush took over those olive cheeks. "What do you want?" Her voice dropped slightly.

"Besides passing and getting out of high school with my GPA intact?"

Mal chuckled. "Yes."

Regina shook her head. "I just don't want to be married to some man before I even finish college..."

Mal clasped her fingers together, rested her hands in her lap and nodded slowly. "Or is it that you do not wish to be with a man in general?"

Regina's eyes widened and locked on her teacher's. It's as if the woman was staring straight into her. "I-I-I- I just..."

"You're attracted to women, Regina. I've noticed the way you watch me..." she raised a hand when the brunette tried to cut in. "...I'm not saying it's a bad thing. It's a wonderful thing really and completely natural. Women... we're extraordinary creatures. Who would not see the beauty in us?"

"Miss Sparks, you just told me that you're okay with me ogling you during class."

"Indeed, I did because I am." Mal said with a shrug. "As I said, it's your life. Do with it what you like. But..." she loved the way the young girl was hanging off of every word. "Make sure whichever path you choose brings you great pleasure." She winked and the brunette visibly gulped.

"I..." Regina's words left her as she gazed into her teacher's beautiful eyes. Then again everything about the older woman was gorgeous but those eyes... they were hypnotizing. She found herself getting completely lost in them and she didn't even care.

She had a crush on her teacher since her first day of class and she was finally getting truly noticed by her. She was both terrified and thrilled.

"I hope you know just how special you are, Regina." The blonde said catching those eyes again. "You're gorgeous but you're also exceptionally intelligent but your passion makes you stand out." She smirked. "It's all in your eyes. They're so expressive."

Regina blushed again and Mal found her innocence absolutely adorable. "I don't know what to say..."

"Dont say anything, beautiful. Just accept my compliments."

Regina nodded. "Thank you."

"You're very welcome, My dear." Mal's smile was almost predatory again. "Now, I would love to raise your grade but... you'll learn when you're older that in this world you cannot get something for nothing. Everything... and I mean everything comes with a price."

"What do I need to do?"

"You said you are willing to do anything, correct?"

Regina nodded eagerly. "Anything."

Mal chuckled. "Okay then." She placed both hands on either side of her and leaned forward. "Tell me, Regina... are you a virgin?"

Regina's eyes widened. She gulped and wiped her hands on the front of her skirt. She was right about her suspicions of her teacher coming onto her. She was frightened and excited at the same time. "I am."

"Hmmm..." Maleficent hummed. "Have you ever touched yourself?"

The brunette nodded. "I have..." She said shyly. "It helps me to relax."

"As it should." Mal watched with rapt attention as Regina chewed her bottom lip. "There's nothing wrong with that." Now, Maleficent didn't feel an ounce of shame for feeling so aroused by the thought of the brunette touching herself or thinking of her slim fingers moving inside of her. She wondered if the girl liked it hard or gentle. Mal could provide both with a large amount of affection. "Have you ever gotten turned on out in public?"

Regina just nodded, averting her eyes.

Mal chuckled again. She's cute. "That's also natural. I'm aroused right now. What about you?" She smirked when the girl gasped at her words but her eyes darkened when they landed back on hers. "Are you planning on going home to play with yourself?"

Regina was a whole new shade of red at this point but she was mostly flushed from arousal. "I..."

"Come here, Regina." Maleficent ordered. Regina hesitated but eventually did what she was told. When the brunette stopped in front of her Mal let her hand trail down the sleeve of her cardigan. She grinned when the girl shivered and let her hand travel back up, over the brunette's shoulder and up the warm, smooth skin of a slender neck. She then walked her fingers behind her neck and up burying her fingers in dark, silky hair. She tugged it gently, eliciting a sensual gasp from her student. "Are you uncomfortable?"

"No." Regina breathed.

"Do you want this?"

"Yes."

"Good girl." Maleficent scratched at Regina's scalp softly and reveled in the gentle purrs it was receiving. She leaned in and brushed her lips against those soft ones but paused giving the girl time to pull away, instead all she felt was the soft puff of the girl's breaths. All at once she pressed her lips fully to the brunette's and smirked against them when Regina's breath hitched.

The kiss started off soft and gentle. Mostly giving Regina time to gain her footing and after a few moments Mal opened her legs wider and pulled Regina closer. She ran her tongue against the lower lip and when the brunette parted her lips she slipped her tongue inside. A whimper escaped Regina when she felt Mal's tongue attacking hers, it wasn't aggressive but was demanding and in control. Regina tilted her head deepening the kiss as the hand rested on the center of her back traveled down and gripped her hip firmly. She gasped when it slipped around and grabbed her ass. Regina completely broke the kiss with a high pitched gasp when the palm of the hand landed a blow to the supple flesh. She squeaked when it landed on her other cheek. Mal chuckled.

As the brunette pulled away the hand in her hair remained, still playing with the dark locks. She looked into her teacher's eyes and they gazed back into hers. It was safe to say Regina was ready to be taken right then and there. She leaned in for another kiss and Mal chuckled and pecked her lips softly.

"So eager." Mal said as she pulled away. She tapped Regina's nose playfully.

Regina blushed. "I've never done this before..."

"I know, you told me." Mal chortled.

"I know. I just..."

"If you get scared or you want me to stop just tell me, okay?" Maleficent asked gently. Regina nodded. "I will give you that A even if we don't do anything today, understand?" She added. Making it very clear that in no way was Regina obligated to do this. Another nod. "Good, now go lock the door."

Regina nodded and did exactly what she was told and Mal took that opportunity to slip out of her underwear. They were as damp as she expected. There was just something about the dark haired girl that got her going. Now she was finally going to have her. She felt her excitement rising as quickly as the wetness between her thighs. The sound of the lock clicking drew her attention back to the brunette as she walked back towards her. When she was a few feet away Mal grabbed her by her tie and pulled her towards her, crashing their lips together again.

Her free hand traveled to the girl's firm breasts where she squeezed and massaged eliciting a moan. She proceeded to pinch a bra clad nipple that she felt pushing against the material. Regina pushed harder against her.

Maleficent chuckled. Without breaking the kiss she removed one of Regina's hands that was planted firmly on her thigh and guided it between her legs. She hummed when the slender finger slid through her slick folds. "See what you do to me?" She muttered between kisses. She pulled away with the brunette's bottom lip between her teeth and let it go. "On your knees." She muttered against the girl's lips. She kissed her one last time before pulling her down by her tie.

Regina knelt before her and looked up as if awaiting further instructions. Mal just ran her fingers through the sliky hair affectionately before moving to the girl's young face and stroking the soft, delicate skin of her cheek. The innocence in those eyes was still twinkling and Mal wondered if it would fade after this encounter but they've come too far to stop now.

She lifted her hips and hiked her skirt up and smirked as Regina's eyes widened when she came face to face with her bare mound. The girl licked her lips.

"Whenever you're ready." She chuckled at Regina's startled expression.

"What do I do?"

"Lick my clit, no teeth. You can suck but not too hard and most importantly take your time." She ran her fingers through the girl's hair again, gripped it firmly and pulled her closer to her core. Regina could feel the heat radiating from it.

The scent invaded Regina's senses instantly. The smell could only be described with one word: delicious, and she desperately wanted a taste. She leaned in the rest of the way and used her fingertips to spread the lips open wider. It was glistening and the clit was engorged. It was beautiful and exciting. She felt her own center throb and slickness building up inside her.

"You did that." Maleficent said scratching at the brunette's scalp softly. "All of it is for you."

Instead of replying Regina let her tongue slide the length of Mal's slit. The hot arousal coating her tongue. The taste was strong as she expected but still pleasant. The blonde took in a sharp breath and Regina feared she did something wrong. She stopped and looked up.

"I'm sorry."

"No. You're doing fine. Go on." Mal offered her a small smile despite being turned on to the point of no return.

Regina nodded and returned to her task. She did it once again and Mal tightened the grip on her hair and gasped. Remembering the directions she zeroed in on the hardened clit, flicking her tongue over it relentlessly. She swirled the tip over it.

"Very good." Mal panted.

Regina hummed sending delicious vibrations up into the blonde's core. She latched onto the sensitive bundle of nerves and sucked it into her mouth, mildly surprised how easily she got used to the taste. Overall her teacher was delicious. A flavor she would never grow tired of. Mal's hand tightened in her hair and she could hear her breathing quicken. She was panting. But no other sounds was coming from her lips except for the occasional gasp or sigh. Regina worried she wasn't doing good enough.

"You're doing fine." Mal said as if she was reading her thoughts. "Are you sure you haven't done this before?" She just received a hum in the affirmative. "You're just a quick study I suppose." She gasped when Regina added a combination of licking with her tongue completely flat and sucking firmly. Mal combed her fingers through the silky hair again and gripped tightly.

Tongue still flat Regina ran her tongue the length of the older woman's slit down to her entrance and slid the tip in. At this point she was just experimenting but the moan it received from her teacher was the best result she could have gotten. She slid her tongue in so she could taste more.

Maleficent held the brunette's face there firmly as she grinded on the tongue. She felt the pulsing in her lower abdomen, a sign of her orgasm that was approaching a little too quickly so she let go.

Regina extracted her tongue and dragged the excess juices back to the clit. She lapped at it a little more and sucked sharply. She let her eyes wander back up to the older woman's who was staring down at her beneath hooded lids, flushed cheeks and her lips slightly parted.

If Mal had known Regina was this talented she would've thrown all of her concerns of the age difference aside a long time ago. That was the last thought she had before her orgasm tore through her with a strangled whimper and hot liquid running down the brunette's chin.

She flinched when the brunette's tongue continued to lap at her sensitive clit. With a smirk and a satisfied hum she pulled the brunette up by her hair and crashed their lips together again. Her tongue slipping into the younger woman's mouth and a low moan escaped her when she tasted herself on her student's tongue.

Her hands slipped down to the girl's ass and grabbed before slapping the soft cheeks sharply. The girl gasped into her mouth and fisted her hands in her blouse. Mal pulled back as the girl got bolder. She moved back when Regina moved in for another kiss. She squeezed the supple flesh in her hands.

"Would you give me the honors of deflowering you or would you prefer to wait?" She asked seriously, searching those dark eyes. They seemed to lighten at the prospect. "I would take very good care of you."

Regina nodded. "I'm ready."

"Alright." Mal said pushed the brunette back slightly and sliding down from the desk. Pulling Regina back against her she kissed her sensually in a slow rhythm that the girl caught and fell into quickly.

She broke the kiss and leaned into the girl's neck and peppered soft kisses as she brought one hand to toy with a perky breast again. Her tongue trailed down the slender neck and teeth nipped at the pulse point pulling moans from deep inside the brunette. She sucked and nipped as one hand still kneaded a breast and the other groped the ass cheek in it. The hands in her blouse tightened.

She detached herself from the soft skin and stepped around until she was standing behind the brunette. She pressed flush against her back and placed kisses behind her neck then gently lowering the girl's top half to the desk.

She ran her hand over the white stocking clad thigh and let her long nails rake up to the hem of the skirt where she lifted it slightly revealing the round, succulent ass hidden behind the stockings and white panties.

"No slip?" Maleficent chortled. She doesn't know why she expect one since the skirt was so short but Regina seemed like that type. She grabbed the firm flesh and squeezed. With one more firm slap to each cheek eliciting more gasps she proceeded peeling the tights and panties away, revealing a smooth olive backside that was turning red from all of the attention it had been receiving. She ran her hands over the smooth flesh and resisted the urge to lean forward and kiss it so she settled for rubbing it with her hand instead.

She looked up and spotted Regina squirming slightly. Her cheek was pressed to the desk, her hair covering her face. Mal bent forward and brushed the hair away and let her hand trail gently down the brunette's body. Down her neck and over her shoulders, over her back and back down to her ass.

Unable to hold back any longer she slid a finger through the small slit, finding the young woman to be completely drenched. A gasp escaped the dark haired woman. Mal smirked to herself before slipping the fingers into her mouth for a taste. She hummed at the warm, tangy flavor. Regina even tasted young and fresh.

She gripped Regina's hip and licked her fingers again. Although the brunette was drenched Mal didn't want to hurt her. She needed Regina's first time to be as pleasant as possible.

Leaning forward and pressing her body against the brunette's back she let her fingers slide through the slick folds up to the swollen clit, she stroked it a few times causing the girl beneath her to squirm and moan softly. She started kissing the slender neck as she started making small, soft circles, eliciting more moans and whimpers. She sped up when Regina pushed back against her. The soaked flesh against her fingers caused her own arousal to return.

She refocused knowing she needed to be careful not to hurt the young brunette as her long, skillful fingers worked inside of her. She lavished more attention on the clit as she continued to nip at the neck. She felt Regina shiver against her and whimper, she knew she was close. So she removed her hand from the clit (ignoring the brunette's groan of protest) and slid the two fingers to the opening. She teased it for a moment. It appeared to be wet and relaxed enough.

"Relax." She whispered and she couldve sworn that she felt the opening relax even more. Without further hesitation she slowly slid the fingers into the tight hole. Regina stiffened and hissed. Clearly she hadn't penetrated herself before. "Shhh..." Mal soothed and slid the rest of the way in. She felt Regina squirm uncomfortably for a moment so she began kissing her neck again, more gently this time, to comfort.

The walls relaxed around her fingers but she waiting a few more moments (giving Regina time to adjust) before she started sliding in and out gently. She soothed the pained whimpers coming from the younger woman with more kisses and sweet mutterings. Soon after the whines and whimpers turned from pained to pleasure she sped up the pace. She smirked when Regina began rolling her hips to meet each stroke.

Mal landed a blow to the soft flesh of the brunettes ass with her free hand encouraging her grinding and pushed her fingers deeper into the slick, heat. A long moan escaped the brunette and Mal reveled in the sounds she was pulling from this young beauty.

She began curling her fingers each time she slid in and sped up. She caught the brunette's nails dig into the wood of the desk and she knew she close. The almost painful tightening of the walls around her fingers and the excess wetness coating them was a dead giveaway.

"Cum for me, my love." She whispered into the younger woman's ear and as if it was all that it took for Regina to come undone, the walls closed in painfully so around her fingers and more hot liquid ran into her hand. But the strangled cry that came from the brunette is what turned her on the most.

Nothing like watching a virgin have their first orgasm. It's like a butterfly spreading its wings for the first time. It's almost poetic. Mal thought as she watched the young brunette come undone at her hands. and to think she gave me the honors of being the first person to ever touch her.

When the brunette finally stopped shaking and her breathing calmed Mal extracted her fingers and licked them clean, officially addicted to the taste of the young woman. Regina turned to face her and the blonde pulled her into a long, deep kiss. When they broke away Mal noticed the shyness in those brown eyes. She grinned and kissed the girl again before going about straightening her clothes.

"How do you feel?" She asked as she watched Regina pull her tights back up and smooth down her skirt.

"Really good." Regina said softly as a blush crept up her golden cheeks.

Maleficent smiled at the cuteness of it. "Is it something you'd like to do again? Not only when you need extra credit, that is..."

Regina's brows shot up. "Would you?"

Mal chuckled. "I asked you first." She grabbed the brunette's tie and pulled her towards her again. "Would you like for your teacher to fuck you again?" She snorted when the brunette gasped. "Come now, Miss Mills, if I've done my job correctly you are no longer a virgin. Don't be shy."

"I..." She blushed. "Yes actually."

Maleficent nodded and went about fixing Regina's tie then combed her fingers through the girl's dark hair. There, she looked less fucked. "Good but until you graduate we have to be careful..." Maleficent said seriously, staring into Regina's eyes. "As in we cannot be seen together outside of school and we must keep this to ourselves. Think you can do that?"

Regina nodded. "Yes."

Mal cupped her cheek and smiled. "Good girl."

Regina smiled softly. "So, now what?"

"Well, now you go home..." She watched Regina frown slightly. "Shower and come see me tonight at my place. I shouldn't have to tell you to be discreet."

Regina's face brightened. "Okay."

Mal pulled the brunette to her and kissed her softly and slowly. When she pulled back she pushed her away gently. "Now run on home. I expect you to be at my house by eight p.m. sharp." She lowered her voice. "Do you know what a 'strap on' is and what it does?" She chuckled when the brunette's eyes widened as she nodded. "Well, I'd like to show you. See you tonight, Regina."

Regina nodded and headed for the door knowing her teacher was watching her every step of the way. She turned and looked back at the blonde, and Mal was pleased to see the innocence back in those big, brown eyes. "Am I being graded on this?" Regina asked playfully, unable to hold back the giggle.

Mal chuckled. God, this girl is cute. "No, my dear, but if you were you would have passed with flying colors." She winked.

Regina blushed and giggled again. "Good. I'll see you later."

"Dont be late. Imagine it's a very important class and you are being graded."

Regina grinned again "okay." She unlocked the door and slipped out, closing it quietly behind her. She leaned against it and tried to catch her breath. What the hell has she gotten herself into? She had no idea what was in store but it would be a lie if she said she wasn't excited to discover what was next.

I just see Maleficent wanting to be called 'Professor' instead of 'Miss so and so' idk and I felt like Regina was OOC in some places but then again it's young Regina so... but yeah...

Oh, and was it too wordy? Because I can't help but feel like it was, anyway,

Thanks for reading! Reviews are GREATLY appreciated. :)