Okay readers, this fic is part of a little competition that a few of us are holding that we have entitled 'The Smut Off', basically the rule was, we each were given three prompts and we had to write each fic to a M/ NC-17 rating. In order to make this a fair competition we decided to let you readers review and decide who should win, so please, review generously. Also we noted that some of us are more well known or rather, have a bigger reader base and so in order to make this fair, we would like to ask you to make sure you stop by the fics of these writers also (MagicallyChallenged), and please, Don't forget to review, even if it's just to say good work, and even adding a story as a fave is worth points… Your opinion matters make yourself heard… and most of all… ENJOY!! 2 other writers will post their fics next month.

p.s Each of us wrote a RP fic too which we will host on the live journal pages under the names of: Calleigh4ever and lil_paigles

Title: Are you sure?

Author: calleigh4ever

Rating: M

Pairing: Will/Emma

Disclaimer: Fox and Ryan Murphy own Glee. This story is entirely nonprofit and just for fun.

Special Thanks: To my baby Sarah for really helping me a whole lot with this one!!! Forever and always!

Will and Emma were lying on the cover of the freshly made bed snuggling close. Emma's eyes drifting shut slowly feeling very content in Will's tender embrace. Just as she was about to pass the threshold between an awakened state and dreamland she felt Will nuzzling her cheek with his nose, lightly kissing her neck. She arched into him, bending her head to the side giving him better access while letting out a quiet moan.

Keeping her eyes closed she turned around so her front was now presssed to his. Eyery little inch of their bodies touching. Emma lifted her face letting her lips find Will's slowly and sensuously letting them glide together. Slowly opening her mouth she let her tongue find Will's, and as he rolled onto his back she allowed his hands to find her thighs as he pulled her to rest on top of him. Her legs resting on either side of Will as she ground her hips in circles lightly, every move based on pure instinct as she held her eyes shut tightly. She could feel him reacting immediately, his hips lifting from the bed and into hers causing a friction between them that awakened her from her almost slumber.

Emma let her hand glide onto his chest, running them along the broad expanse of his uncovered flesh, brushing them lightly over his collarbone before allowing them to travel back down his toned abs until she reached the cold metal buttons of his jeans, gently freeing the metal from its fabric capture. She left a gentle kiss on his lips before allowing them to travel down his body to meet her hands, leaving a slightly wet trail behind.

Will lifted his hips up off the bed, allowing Emma to grip the denim and slide it down his legs, her hands gliding slowly down his long legs as she ridded him of the offending garment. Neatly folding his jeans up she placed them on the chair besides the bed before removing her shirt with expert ease, leaving her in her bra and panties. Folding it neatly and placing the soft fabric on top of the pile of denim she had folded earlier she began crawling back onto the bed her hands finding his feet, removing his socks and stroking a gentle path upwards. Will lay as still as he could, as to not scare away this brave side of her, watching her feel more comfortable in her own body was completely exhilarating and as she stared directly into his eyes, he could see her certainty and his need for her intensified.

As Emma's hands reached the elastic of Will's boxers she purposely allowed them to avoid moving down any further and although his need was evident she refrained from touching him instead letting her hands jump to his stomach, her nails dragging up over his toned muscular stomach, lifting his shirt and as he raised his arms she assisted in slipping the flimsy material over his curls leaving him exposed. Instead of allowing herself to take the time to fold this item of clothing, she threw the shirt carelessly on the floor having waited so long already before lowering her head and leaving gentle kisses all over Will's torso. He arched his chest into her and his hands found her curls tangling themselves in cherry red curls, pulling lightly on her hair urging her upwards. Emma complied willingly and soon found herself caught up in a passionate kiss as she allowed her body to encompass his, she felt his reaction to their connection and she kissed him deeper.

Emma's hands found their way into Will's blond curls playing with them before ending the kiss and trailing sweet nips and kisses down his neck to his chest. Her hands followed the path her mouth was finding along Will's chest. She caressed his nipples slightly with her fingernails elicting a moan from Will. Her mouth steadily going lower until she reached the hem of his boxers again. Her fingers catching up with the journey her mouth was making she let her index finger trace lightly under the elastic of the blue fabric. Her mouth making its way to his steadily growing arousal lightly kissing him through his boxers.

Will slowly understood what Emma's intentions were and he gently pulled her head up, looking at her with dazed eyes. "Em!" he whispered his heart racing and his hands shaking. Emma knew what he wanted to tell her and just lightly shook her head "Will, I want to! I want to do this for you!". That said, she lightly pulled on Will's boxer shorts indicating for him to lift his hips so she could free him from the offending material.

Once he was free from all clothes Emma let her hands trail a light path along his legs slowly inching closer to where he wanted her the most. Her mouth following her hands while she let her tongue trace a slow path along his leg licking her way to his hardened member.

Her hand wrapped around him, lightly stroking from the bottom to the top, Will grabbing the sheets tightly in his hands. Emma stroked him a couple times, alternating the rhythm between the strokes so Will never knew what to expect next.

Slowly bringing her head in Emma tested the waters by pecking the very tip of him, sending shivers all over Will's body. She took the opportunity to glance upwards and look him in the eyes which she found impossible due to his eyes being held shut tightly. He was doing so, in order to avoid her gaze meeting his own, the sheer sensations she was inciting upon his body combined with the thought of her full luscious lips around him completely enough to make him come instantly.

Getting bolder Emma opened her lips and let his tip glide into her mouth sucking lightly on it elicting a moan from deep down Will's throat. His hips bucking lightly up and he had to use all his willpower as to not thrust deeply into her mouth. As if Emma could read his mind she took him deeper into her mouth sucking gently, moving her head slightly up and down. She could feel Will's hands finding their way onto her head and into her hair, gripping her red curls firmly, guiding her head gently.

As Will showed Emma how to move her head she built up confidence on the way and soon removed her mouth from his hardened shaft and let her tongue glide along the underside of him. Wills hands gripped her hair more firmly and she licked her way back up letting her hand trace the same path her tongue had just taken. Back at the top she took it back into her mouth and swirled her wet tongue around the tip like she would do with a lollipop. Wills hips bucked up and with a long and very loud groan he came into her mouth.

Emma's eyes widened by surprise at this new sensation of having his release in her mouth for the first time. At first she didn't know how to handle this new situation but soon she swallowed it on instinct and was pleasently surprised that it didn't have the sour aftertaste she had been expecting.

Will's fingers loosened from her head and fell lifelessly onto the sheets his eyes tightly closed and his body still shaking from his sudden release.

"Oh my god, Emma, that was amazing, but you really didn't have to do that!" Will panted struggling to get back to his normal breathing pattern. Emma smiled brightly at him and crawled up his body leaving a sweet and tender kiss on his lips letting him taste himself on her tongue. Will moaned into her mouth upon realizing how differently she just tasted and let his hands glide from her shoulders down her back to her bottom bringing her hips closer to his. When Emma realized what was about to happen, she abruptly pulled away and wiped her mouth, scrambling off the bed. "Gosh Will, I'm sorry…" she nervously looked at him while retreating in the direction of the door. "I… I just…!" Will was confused as to what just happened and got off the bed reaching for his boxers and following Emma who was obviously heading to the bathroom.

Once inside the bathroom Will could see what had Emma so upset. She was brushing her teeth furiously and he was assuming this wasn't the only time she would do that but that there would be at least two other brushings. Emma's eyes widened when she saw Will entering the bathroom and she turned away in embarrassment.

Will quickly rushed to her side sliding his arms around her shoulders and kissing her head softly. "Emma, don't be embarrassed, it's fine that you need to brush your teeth after this. I never even expected you to do all you just did in the first place." Kissing her head again he reached around her and got her mouthwash out of the cabinet and set it carefully next to the glass she had filled with water.

Leaving another kiss on her head he left for the bedroom again, snuggling into the blankets and waiting for Emma's return. Several minutes later he could see the light in the bathroom being turned off and heard light footsteps coming in the direction of the bedroom. As Emma entered the room he raised the blanket softly as a sign for her to climb in. When she was safely under the blankets Will pulled her close, running his hand lightly over her arm and snuggling up with her softly drifting off into dreamland.

Prompt was:

Will/Emma- Emma giving Will a blowjob, swallowing, and then going to brush her teeth/mouthwash.

Bonus: Will being all "OMG YOU DON'T HAVE TO" and being very gentlemanly about it, but Emma being very much into it.