AN: This chapter is like 98% smut, so if that's not ur thing, feel free to skip it! One more chapter after this one! (I'm kinda unsure about this one tbh, but I hope you won't hate it... anywayyy... here we go)

Thanks to Tris again for beta reading and thanks to my (anonymous) friend for answering a couple of questions!

Regina had been in Emma's bedroom before. She had followed Emma there to help the other woman organize her things on her moving day and the day after that, and she had even slept there after too much wine on a girls' night. Emma had insisted she neither drive nor magic herself home and had been pretty adamant on Regina not sleeping on the couch, so they had eventually ended up sharing a bed.

Now, it was clear that there had been more to the cuddling that had taken place then. It had been before the first time they had kissed, and Regina had been more than aware of her feelings towards Emma, but she had chosen not to act on any of them. It felt surreal to know that Emma had been pining for her too. She had momentarily felt like Emma's cuddling had been something other than platonic, but she had shaken the thought away and told herself to behave and be the friend Emma deserved.

There was a lot more than seemingly platonic cuddling about to happen in the bed tonight as Emma pulled her top off and threw her bra away before returning to kiss Regina's swollen lips. Regina couldn't suppress a smile as she brought her hands up to cup Emma's breasts and reveled in the way they felt in her hands. Emma's skin was so soft and felt wonderful.

"Do you like to be on top or bottom?" Emma asked her before giving Regina's bottom lip a small nip. Emma's fingers were at the waistband of her slacks, and they were about to fall on the bed. "Any preference?"

"Um," Regina replied, unsure what to answer.

She was always on top of everything, wasn't she? In the office, she was in charge. At home, she was in charge. She always told Emma what to do and what not to do. She was the Mayor. She had been the Queen. She had been the one to tell everyone what to do in every aspect of her life for quite some time now, yet...

"I don't know," she replied quietly. Her first instinct was to tell Emma what to do, but Emma asking her made her wonder if there was a part of her that wanted to give the reins to Emma and put her in charge.

"You know what I think, Regina?" Emma said, her voice teasing as she brought her mouth to Regina's ear and pulled the zipper of her slacks.

Regina fought back a gasp. Emma's mouth and fingers made it hard for her to concentrate. "What?"

"I think because you're always so uptight, you need to… let it go sometimes," Emma whispered in her ear. She brought her hand to Regina's chest and pushed her onto the bed, following in suit and straddling one of her thighs. "Just… Let someone else be the one in charge."

I'm not uptight, she almost protested, but she was too distracted by the sight in front of her. Emma was towering over her, her breasts bare and her hands on her thighs. There was an uncertain smile on her lips.

"Do you know what I mean?" Emma asked.

"I think I have an idea," she responded. Emma's words were like fire; her body reacted so strongly to them and even the idea of letting go and letting Emma be in charge turned her on. Her heartbeat got faster, her breathing got heavier, and the ache between her legs increased.

"And how does that sound?" Emma asked. She was tentatively shifting her hips back and forth against Regina's thigh, but Regina wasn't sure if Emma even realized what she was doing. That did nothing to relieve the ache between her legs, though.

"It's an… interesting suggestion," she admitted.

"An interesting suggestion?" Emma repeated as she brought her hand between them and cupped Regina through her unzipped slacks.

A groan left her mouth before she could stop herself. She wanted Emma so badly, but at the same time, waiting made her all the more aroused.

"Regina, you're so wet," Emma choked out. "I can feel it even now. So… warm..."

For a moment, Regina felt almost embarrassed, but that was before Emma lowered herself to Regina's level and crushed their lips together.

"That's so hot," Emma panted between kisses. She kept massaging Regina through her panties as her hand eventually pushed past the slacks.

Regina couldn't help but moan at the sensation of Emma's hand between her legs combined with kisses and the slight jerking of Emma's hips against her.

"I wanna fuck you so bad, Regina," Emma muttered.

"What's stopping you?" she quipped back. She tried to be obstinate, but her words came out as a plea.

"Nothing," Emma replied and flicked her wrist so that all their clothes were gone and her hand was cupping Regina.

"Fuck."

This was nothing like the first time they'd had sex. Where they had been tentative and teasing back then, this time Emma's index and middle finger thrust straight into Regina as she kept grinding her moist center against Regina's thigh. Regina was completely lost at the sensation, Emma's cunt slick against her skin and the woman's fingers curling and plunging inside her. Emma's free hand soon came up to palm her breast as the fingers of her other hand curled and stroked a particularly sensitive patch inside her.

"Regina, you feel so good," Emma said, her voice so endearing it was killing her.

"Likewise, Emma," she replied. She could hear her voice wasn't even and confident anymore, but it came out in raspy pants instead.

"That's what you said the last time," Emma replied, slightly out of breath as she kept grinding her center against Regina's thigh. Her face became thoughtful before she pulled the two fingers out and replaced them with three, stretching Regina just right.

"Oh, my God," was all that left her mouth. "Em-ma."

"Regina," the other woman replied cheekily, although her chest was heaving now too. "Anything else you want me to do?"

Regina could barely form a thought to register what Emma was saying, so all she could reply with was "Later." Emma seemed to approve of her answer as she continued the movements of her hands and hips and kept bringing Regina closer to her approaching climax.

A content sob left Regina when Emma brought a thumb to her clit and started circling it; it made Regina's head spin and her hips rise of their own volition. Emma clearly knew what she was doing and how it affected Regina, her expression a mixture of cheeky pride and lust. She wanted to feel Emma around her fingers too, to make her feel like she was making Regina feel...

"Emma," Regina gasped as an idea sprung to her mind. "I need to touch you."

Emma moved her fingers from Regina's breast to her hand that was fisted in her sheets. She took it in hers and guided it between her legs where Regina was met with the wetness that had been spilling on her thigh ever since their clothes had disappeared.

Emma's free hand moved to palm her own breast as Regina flexed her fingers between Emma and her thigh. Regina had a really hard time concentrating on doing anything when Emma's fingers were bringing her towards her climax, but she still slipped two fingers inside her and was met with the slick warmth she remembered all too well from their night in Vegas. Emma's mouth fell open as she continued flexing her fingers, her attention still focused on Regina.

"I'm so close, Emma. Don't stop," she said as they continued moving. Emma's skillful fingers and the sight in front of her – Emma plunging her fingers inside her as she palmed her own breast and rode Regina's fingers – finally pushed Regina over the edge, and she came, gasping and arching her back as much as she could without throwing Emma off from her thigh.

Her chest was heaving as she came down from her high, and it didn't take her long to realize that Emma was still palming her breast and riding her fingers. She gathered her thoughts and tried to put some effort into making Emma come and curled her digits inside Emma, which earned a loud moan from the blonde. Emma eventually pulled her fingers out of Regina and brought them to her lips, licking them clean all the while she ground against Regina her eyes closed.

"I like how you taste," Emma breathed out.

Regina smiled. Emma was both adorable and incredibly sexy when she tasted her and her face scrunched in concentration. Emma opened her eyes and brought her hand from her mouth down to between her own legs, asking Regina a silent question as she did so. Regina barely nodded, and soon her fingers were accompanied by Emma's, Emma's index finger flicking her clit as Regina's fingers curled inside her and met the thrusts of her hips.

"Emma," Regina marveled at the sight in front of her as their eyes locked. Emma was close. A thought sprung to her, something out of her countless fantasies starring Emma, and she really felt like she wanted to voice her wishes out loud, but couldn't get the words out.

"Yeah?" Emma asked, even though she must've had hard time forming any coherent thoughts. She still looked at Regina questioningly as she touched herself and ground against Regina, and Regina knew she could talk to her.

"About the things I'd like you to do…" She swallowed.

"Yeah?" Emma said, slightly out of breath but still listening. "Tell me."

"I… You don't have to, I mean," she started. This was ridiculous. This was Emma, and Regina normally had no hard time saying what she thought.

Emma stopped moving her hand on her clit and slowed the movements of her hips. No, no. This wasn't what she wanted Emma to do.

"Come on. You can tell me," Emma said with so much caring in her eyes despite her arousal.

"Would you… like to sit on my face?" Regina asked. She broke the eye contact. Somehow it was too hard to look at Emma right now. She hadn't even performed any kind of oral sex on her yet.

"Really?" Emma asked with a hint of amusement in her voice, which made Regina's gaze snap right back on her. This wasn't funny at all. "You want me to come on your face?"

Regina replied with a simple roll of her eyes.

"I'd love to," Emma breathed out, proving all Regina's worries to be irrelevant. "Wait."

Her eyes followed Emma as the other woman shifted, first to hover over her midriff and press a kiss on her mouth, then to hover above her face, her knees on each side of Regina's head and her hands leaning on the headboard behind her. Regina saw Emma's dripping cunt up close now, wet labia and some trimmed pubic hair, and she could smell her, too. She really wanted to bring her tongue to Emma's slit and finally have a taste and make the other woman come with her tongue.

"You sure about this?" Emma asked as she looked down at her.

"Yes," Regina replied, her voice low. "Just sit on my face, Emma."

Emma's nervous smile as she lowered herself onto Regina's face sent a tinge of arousal between Regina's legs. It didn't matter that she had had an amazing orgasm mere minutes ago; she was anything but done for the night. When Emma's folds finally met her mouth, she took a long swipe along her slit before plunging her tongue inside Emma and earning a deep throaty "Oh" from the woman above her. She could finally taste her, the other woman's arousal thick and tangy in her mouth as she moved her tongue.

Her eyes flickered closed as she kept licking Emma's labia and moving her tongue in and out before bringing her hands to Emma's ass, urging her closer to her face. Emma tentatively started moving her hips in search of an orgasm, trapping Regina's head between her thighs as she rode Regina's tongue. Regina couldn't help but notice how tight the muscles under her hands were.

"Oh, God, Regina," Emma mumbled when Regina slid left her arm around Emma's thigh and brought her thumb to her clit. "Oh, God. Yes. Yes."

She kept moving her tongue as much as she could while she started circling Emma's clit with her thumb. She had definitely been in more comfortable positions before, but she didn't care: the way Emma was writhing and gasping above was so rewarding she would've tried this again in a heartbeat. When she could feel Emma's inner walls starting to clench around her tongue, she doubled the efforts of her thumb on Emma's slippery clit, which finally pushed the other woman over the edge; Emma moaned and gasped as she came, and Regina kept flicking her clit until Emma moved one of her legs.

"Wow, I don't even know how to move without falling down on your face or something," Emma joked, out of breath. She finally was able to move with Regina's assistance, and soon she was lying on the bed next to Regina, stroking her stomach. "Hey."

"Hey," Regina responded. She must've looked so disheveled, her hair and makeup ruined and her face covered in Emma's wetness, but she didn't care.

Emma didn't seem to be bothered by Regina's looks either as she brought her mouth to hers again and pressed a sweet lingering kiss on her lips.

"You are amazing," Emma told her when they broke apart. There was so much adoration on her face Regina wasn't sure how she'd ever be able to deal with it.

"You're not so bad yourself," she responded with a smirk in her eyes.

Emma rolled her eyes and rolled on top of her again. "Yeah?"

"Most definitely."

"How would you feel about a second round?" Emma asked as she lowered her hand between them and towards the apex of Regina's legs.

"I'm in," Regina laughed as she pulled Emma down into another kiss.