Regina pushed open the door to her psychology classroom eight minutes after class had already begun. Regina was never late for anything, but it was a large class and she needed to find a way to stand out somehow.

"How nice of you to join us today, Regina."

"My apologies, Miss Swan. My roommate misplaced my, uh... My laptop."

Emma raised an eyebrow and cocked her head to the side and Regina pursed her lips and shrugged before sitting down and pulling out her notebook to take notes.

Emma resumed her lesson and Regina quickly drew the diagram of Maslow's Hierarchy of Needs to match the one her professor had up on the PowerPoint in the front of the room. She doodled a few stars around it that would serve as a reminder for her to look the topic up later since she missed the beginning of the lesson. As the sound of Emma's words filled the room, Regina tried her best to pay attention but found herself distracted like she always did in this class. It didn't help that professors were allowed to wear jeans for Friday lectures and Emma's jeans always hugged her curves perfectly, causing Regina's mind to wander as her professor paced the front of the room.

Regina quickly snapped out of her daydream when she heard someone calling her name. She swallowed and looked up at the front of the room where Miss Swan had her arms crossed across her chest and her foot tapping on the floor.

"Sorry, could you repeat the question?" Regina asked with an apologetic smile.

"What is the underlying theme of Maslow's hierarchy of needs?" Emma stated sharply, the sound of annoyance clear as the words crossed her lips.

Regina looked down at her notes and tried to think back to when she learned this in high school psychology. When the answer came to her, she smirked and sat up straight, locking eyes with her professor. "That human beings want." Her voice deepened as she said the word want and her gaze fell down to examine her professor then shifted back up slowly. "They have to satisfy their needs and will continue to demand satisfaction because it's in their nature."

Emma gave one firm nod and moved on, but Regina considered that a personal victory for herself. When class ended, she took her time packing up her bag. Another student was in the front of the room talking to Emma but she wanted to wait around until it was just the two of them. She pulled her phone out and sent a text to her roommate letting her know she'd be home later if she wanted to go out to the bar. Once she sent the message, the other student left the room and Regina began to walk toward Emma.

"Regina? Staying after class to make up for your tardiness isn't going to help you…"

Regina took a step closer to Emma, leaving only a small desk between them. She bit her bottom lip lightly then flashed a huge grin. "Right, sorry about that. I'm actually a little concerned with our upcoming exam." She stared at her teacher and leaned over the desk to one side, intentionally letting the strap of her dress slide off her shoulder.

Emma cleared her throat. "Well, I recommend you hit the tutoring center before next week, then, Miss Mills."

Regina tucked her hair behind her ear then brought her fingertips to her lips, rubbing them slowly. When she noticed Emma's gaze finally fall to her lips, Regina couldn't help but smirk. She reached further over the table and put her hand on Emma's shoulder and Emma shot an eyebrow up at her.

"Those tutors never help me. I was actually hoping you could help me…" Regina asked softly. "Maybe I could do some extra credit or you could tutor me during your office hours?"

Emma laughed and shook her head. "Ah, so you're just digging for extra credit now, aren't you?"

"Well, if you helped me out, I figured I could help you out in return." She smiled then whispered, "It would be a fair trade, I promise."

"I'm not sure what you're implying, Regina. But I don't give extra credit. If you want to stop by my office later, I can help you, but you don't get any special treatment just because you slacked off in class and show up late. Stop by my office at 6. Don't be late… since I know you tend to make a habit of doing that." She raised an eyebrow and smiled.

"I won't be late, don't worry." She looked behind her and smiled at her professor over her shoulder as she headed to the door, giving her a slow once over.

As promised, Regina was standing outside her professor's office at 5:56. A few minutes early was more Regina's style anyway.

The door was ajar so Regina pushed it open slowly and Emma looked up from her seat. She was grading an assignment and didn't bother to drop her pen even after seeing Regina standing in the doorway. Instead, she mumbled, "Well look who knows how to show up on time."

Regina laughed and took in the sight of Emma at the desk in front of her. She had the same outfit on that she wore to class, dark tight jeans and a pale blue blouse, except she had her wavy blonde hair pulled back into a ponytail and one of the top buttons undone on her shirt.

"Woah, you look... breathtaking." Regina whispered, unable to keep her eyes of her. She exhaled and her lips parted as her mind began to wander again.

Emma shifted uncomfortably in her chair and dropped her pen. "Oh, uh - thanks." She said as she stood up and walked to the front of her desk.

Regina began to pull out her notebook and Emma leaned back against the edge of her desk and crossed her arms.

"Thanks again for helping me, Miss Swan."

Emma just smiled and pulled up a chair for Regina.

"Oh, no. I don't need to sit. I actually came here to get your help with... Something else." She smirked softly and slowly let her eyes wander down and back up and Emma's lips parted in shock.

"Regina, I'm your professor. This isn't appropriate behavior. I can help you prep for the exam next week or I'll have to ask you to leave."

"Is that really what you want, Miss Swan?" Regina whispered as she closed the door slowly.

Emma shook her head. "This isn't okay, I can lose my job." But as the words crossed her lips, she couldn't help her breath from hitching in her chest and Regina could sense she was nervous.

Regina moved closer until she was only inches away and she leaned in and brushed Emma's stray hair that fell from her ponytail off her face. "Do you really want me to go, Miss Swan? I promise I can keep a secret."

Emma's heart began to race as her own desire grew and she struggled to hide it. But she nodded her head slowly, trying to keep her composure. "You- yeah, you- we can't do this." She whispered as her eyes fell over Regina's tight black dress. The thin strap already fell off one shoulder and all Emma wanted to do was reach out and touch her skin.

Regina took a step back then hiked up her dress before hooking her fingers under the string of her thong and pulling them down her legs. "Sorry, this lace was really bothering me." She said with a smirk and stepped out of them. "Ah, much better."

Emma's mouth fell open as she just stared at the brunette, unsure what to do next. She tried to calm her breath but failed as she stood speechless.

"You really shouldn't be allowed to wear that to class, Miss Swan." Regina laughed softly as she eyed her up and down again. "And you wonder why I can't pay attention in your class."

Emma still just stood there staring and Regina took a few steps closer, causing Emma to step backward but her back hit the wall.

When there was only an inch left between their bodies, Regina leaned in so her lips lingered on Emma's neck. "I finally have you right where I want you. Still want me to leave?"

Emma nodded her head slowly twice but then tilted it to the side, encouraging Regina to continue. Regina pressed her lips ever so slightly against Emma's exposed neck then pushed her hips against Emma's so that she was pinned against the wall.

Regina trailed more feather-light kisses on her neck as she drew lazy circles on her hipbone with one hand and unbuttoned another button at the top of Emma's blouse.

Regina's movements came to a quick halt and then she looked up at her professor. "Are you sure you want me to stop, Miss Swan?"

Emma swallowed and looked away, unable to handle this much longer. She knew what she wanted but she also knew it was wrong.

"You don't seem very certain to me..."

Regina leaned in and brushed her soft lips against Emma's for a brief second then pulled back and Emma groaned, which only made Regina more aroused.

She leaned in to her ear and placed a soft kiss under it before whispering, "You make me so wet." She grabbed Emma's hand and guided it between her bare thighs, slowly gliding it upward until Emma gasped.

"Oh, fuck it." Emma groaned as she grabbed ahold of Regina's hair and pulled her in. When their lips crashed together, they both let out a soft moan.

Emma took her time exploring every inch of Regina's mouth, teasing her lips with her tongue and teeth. Regina tried to control her moans as Emma trailed her lips, teeth, and tongue over Regina's neck and collarbone slowly.

Regina unbuttoned Emma's jeans and slid them off of her with ease, never breaking their kiss as they continued to fight for dominance. Although Emma was still pinned against the wall, she already located Regina's weak spot and was using it to her advantage.

"God, I'm so wet." Regina panted after they broke the kiss. "I want you so badly."

Emma unbuttoned the rest of her blouse, revealing a white lace bra underneath. She yanked Regina's dress up over her head then shoved her onto the ground and climbed on top of her.

Their legs wrapped together as Emma began to grind against Regina, moaning as she felt how wet they both were. She moved slowly and Regina tried to grab ahold of Emma to pull her in for another kiss but Emma just kept grinding slowly, smirking down at the naked brunette underneath her.

"Mmm- kiss me please." Regina begged.

Emma leaned in and kissed her neck again then made her way up to her ear. "I like hearing you beg, Regina." Regina's breath hitched as she heard Emma's words. "But what I want to know is have you ever been ridden so good that you get so sensitive that you try to make it stop but your whole body is shaking and you feel too good to let it end?"

Regina's jaw dropped and she swallowed and shook her head, unable to say a word.

"Who's in control now, hmm?" Emma smirked. She kissed Regina roughly and began to change the direction of her hips. With each movement, Regina's moans grew. Just when Regina felt like she was about to come, Emma would change the direction or the pace just to keep her on the edge.

"Please, Emma."

Emma was surprised to hear Regina use her first name but she just continued teasing her until her body started shaking.

"Please, I'm going to come." She moaned.

"Come with me, Regina."

She rotated her hips and grinded harder into Regina's clit as her hips buckled uncontrollably and both women came undone, their moans filling the office as they clung to eachother and their arousal pooled together between them.

Regina came down from her high quickly and took Emma off guard as she flipped them over and picked her up, causing the blonde to gasp.

"I underestimated you," Emma said as Regina pushed her backward onto the desk. Regina winked, causing them both to laugh before Regina pressed her lips against Emma's.

She pushed Emma's thighs apart and stood between them, eager for their bodies to be pressed together again. She trailed kisses down Emma's neck but Emma fought back and her mouth was on Regina's neck again. When Regina's still-sensitive body shook and she let out a moan, Emma smirked against the crevice of her neck.

"I love the sound of your moans," Emma whispered, her breath warm against Regina's sensitive skin.

Regina couldn't take any more teasing so she pushed Emma back onto the desk, their lips became one again and Regina playfully wrapped her hands around Emma's neck to see how she'd react. When Emma's appreciative moans flooded out of her, she grabbed her neck tighter and kissed her harder, trying her best not to smirk against her lips.

Her mouth made its way down to Emma's exposed nipple, licking around it slowly in appreciation before taking it into her mouth.

Emma arched her back on the desk. "Regina, please."

"Please what, Miss Swan?"

Emma groaned and shot her a look of desperation and lust, her pupils dilated. Regina smiled then kissed down her stomach, continuing to tease.

"I swear to God if you keep teasing me, I'll fail you so fast that -"

Emma's words were cut off and replaced with numerous gasps as Regina slid one finger up and down her soaked folds as she enjoyed feeling her arousal on her fingertips.

She kissed her inner thigh, occasionally biting just to get a different reaction, and slid a finger inside Emma. Emma's eyes fluttered shut and her lips parted as Regina's rhythm picked up.

When her mouth came in contact with Emma's clit, she wasn't sure which one of them moaned louder. She relished in the way Emma tasted, eager to devour every drop of arousal pooling out of her.

When Emma's hips began to buckle and lift off the desk, Regina added another finger and sped up the pace, refusing to stop until Emma was shaking. She used her free hand to pin Emma's hips down, allowing her to go deeper with her fingers without Emma squirming.

"God, Regina. I'm coming, don't stop." Emma moaned and Regina obeyed.

As Emma's orgasm washed over her, she called out Regina's name and Regina couldn't help but smile. She kissed her inner thighs gently as she calmed down and then kissed her way back up before helping her sit up.

"Come here," Emma commanded before kissing her again. Neither refused to break the kiss until breathing became difficult.

When Regina pulled away, she laughed. "I still need you to tutor me."

Emma laughed and shook her head as Regina got dressed. "Well, you can come by my office after class next week for more extra credit and that'll make up for it. Oh, and don't be late to class."

"I was only late to try and get your attention," Regina admitted with a soft smile.

"You had my attention from the moment I saw you, Regina. So don't be late and I'll see you next week?"

"You've got it, Miss Swan," Regina said with a wink as she walked out of the office.