Title: I Wanna Be Next To You
Author: maewritesfiction
Rating: NC-17
Fandom: Once Upon a Time
Characters: Regina Mills, Emma Swan (Swan Queen)
Summary: Emma Swan and Regina Mills are stuck in an elevator and Emma decides to distract Regina out of a panic attack – take two.
Notes: This is based off of a prompt, and the prompt was so delicious that I didn't know which way to take it… So there are two fics. The other one is You Even Set My World Into Motion.

"Which floor, Miss Swan?" Regina asked, her fingers already hovering over the buttons as she waited impatiently for an answer.

"What?" Emma questioned, her eyes glancing up from the notebook clutched tightly in her hands.

"I said 'which floor'… Honestly Miss Swan, you should pay closer attention to the people around you." Regina snapped with a roll of her eyes, glad that she would soon be able to see her friend and be far away from the lackluster sheriff.

"Fourth floor."

"Off to see Kathryn?" Regina questioned between tight lips.

"Yes." Emma replied with a sigh, as she backed against one of the walls, waiting for the elevator doors to close.

"I am too… obviously after you speak with her." Regina replied, not quite sure why she was giving out that information, but offered a small shrug of her shoulders as she pressed the button down.

"Have you been to see her yet?" Emma asked, a polite smile tugging at her lips as the doors closed.

"No. Not yet. She's only been allowed visitors since today." Regina reminded her impatiently as the elevator began to move upwards.

Emma opened her mouth to respond when suddenly the elevator shook, stopping somewhere between the second and third floor. The lights began to blink then, before flickering off all together, as Emma could only groan. She fished her cell phone out of her pocket then, searching for any kind of signal but falling short. She slipped the damned thing back in her pocket then, grateful for the safety lights that at least kept the elevator somewhat dimly lit. She grabbed at the buttons then, searching for the emergency button and pressing it harshly.

"I… I… I…" Regina stammered, as she backed into one of the mirrored walls.

"You need to calm down, Regina… they're… they're on their way." Emma explained, suddenly taking in the appearance of the dishevelled mayor.

"How do you know?" She asked then, her eyes wide as she continued to breathe heavily.

"Because we sounded the alarm, and now we just have to wait." Emma replied, her concern masked by bravado that she learnt while in foster care.

"I hate elevators. I just… I c-c-can't breathe… I can't breathe." Regina began, clutching her chest as her eyes grew remarkably wider.

"Here, just… look at me…" Emma exclaimed, clutching onto the brunette's shoulders.

"I c-can't breathe." She stammered back.

"Yes you can. If you can talk then you can breathe." Emma tried to explain, watching as Regina turned around in the elevator, placing her fists against the glass off the wall.

Regina almost sputtered then, as her heart hammered under her chest. Her legs began to shake underneath her and Emma quickly grabbed her by the hips, holding her steady. Emma placed her body flush against the other woman, rationalizing in her head that it was for support, but then didn't have any kind of rational reasoning when she pressed her lips against the back of the woman's neck. Regina raised her head then, glancing at Emma through the mirror with a question in her eyes.

"What are you doing?" She asked, her voice still shaking as much as her legs.

"I'm distracting you… is it working?" Emma asked, snaking her tongue against the mayor's ear, as she skimmed her hands over the mayor's smooth dress. She then peppered a few more kisses against her neck, as she ground her pelvis against Regina.

"I… don't… Miss Sw… Emma." Regina almost huffed, as she placed her palms flush against the mirror.

"I'd say its working." Emma responded with a chuckle, as she placed her hands on either side of the mayor, effectively pinning her against the mirrored wall.

"Why…?" Regina questioned, as she turned her head to press her cheek against the cool glass, her heart hammering for an entirely different reason when she felt Emma's hot breath against her neck.

"Does it matter?" Emma asked, her voice husky as she slid her mouth against Regina's neck in a series of wet, open kisses.

Regina pursed her lips then, figuring that words would only break whatever spell was over them. Instead she flicked her eyes closed as she felt Emma begin to unzip the top of her dress, while her lips slid down her spine where the dress used to be. Regina's breath caught in her throat when she felt a hot kiss pressed just above the seam of her underwear. Then without warning, Emma's hands slid from her hips up the sides of her body, as she tugged the dress down until it pooled on the floor.

"God you're so beautiful." Emma muttered, barely even audible, her lips pressing kisses against Regina's smooth back.

Standing in nothing except her satin bra and panties, she inhaled sharply as she felt the backing of her bra unsnap under nimble fingers. Then with a small exhale she dropped her arms, letting the garment fall to the ground as her breasts and the rest of her front remained pressed against the cool mirror. She placed her hands above her head then, her palms and fingertips against the glass, as Emma smoothly kicked her legs apart.

"Oh… I…" Regina stumbled, as a gentle hand slid between her legs, teasing her through her underwear.

Emma merely chuckled, low and deep as she continued to kiss across Regina's bare back, while her fingers teased against the satin panties. She pulled her hand away then, noting Regina's pout, before she spun her around, this time pressing herself flush against the mostly nude woman. Regina opened her mouth in surprise, with her back against the mirror, as she felt Emma place a quick nip against her collarbone.

"Kiss me. Please kiss me." She said into the blonde locks, her hips pressed against the other woman.

Emma looked up then, nodding before she claimed their first actual kiss. Regina's eyes closed then, as she pressed back, their lips gliding against each other before she felt Emma's lips pushing hers apart. And then Regina's top lip was being pulled slowly before released with a quick pop, and then she suddenly felt the same hot lips against hers in a smoulderingly knee-shaking kiss. It was too much and not enough all in the same breath as Emma tore away from her, inhaling sharply before claiming another chaste kiss.

With another lip-smacking kiss, Emma slid her hand between Regina's legs, slipping past her underwear and sliding against her slick folds. She slid her fingers against her sensitive nub, enjoying the breathy groans from the woman in front of her, before she slid her fingers into her. Pressing her lips first against her chest, Emma slid her mouth against her neck, as she began a steady rhythm that Regina only seemed eager to meet.

It wasn't until Emma used her thumb, firm and sudden against her clit, that Regina came hard and fast with jumbled expletives slipping from her lips. Emma stifled a laugh as she watched the woman against her catch her bearings, with her hands still on Emma's hips possessively. The blonde pressed her lips against the other woman for a sly little kiss before she pulled away, handing the other woman her bra from the floor.

"Well that was a pretty good… ahem… distraction." Regina said after she snapped her bra back on, her eyes still not quite able to meet the other woman when she grabbed her dress and slid it up her body.

"Yeah, me too." Emma replied with a smug grin.

"I don't… I don't know how to do this… thing… do you want this… us to be a thing?" Regina stuttered, sliding the zipper of her dress back up.

"Why Madam Mayor, if I didn't know you better I'd think you were flustered." Emma said with a biting tongue as she smoothed out her black tee shirt.

"Never mind I said anything." Regina snapped, her head downcast as she searched for her lipstick in her purse.

"No, Regina…" Emma began, turning to face the other woman. "I don't know how to do this… whatever it is. I haven't done it before. I haven't done feelings or a relationship or dating really for that matter."

"Well alright then." Regina cut her off suddenly, pulling off the lid of her lipstick and sliding it across her bruised lips.

"Regina. Stop. I want it. I want this. I want us." Emma exclaimed suddenly, her hand on Regina's hip possessively.

"What do we tell people then? Mary Margaret? Kathryn? Henry?" She asked, watching Emma's face through the mirror.

"How about we don't tell them what happened in this elevator." Emma said before she could stop herself.

"Oh my God." Regina exclaimed, her eyes closed tight in embarrassment.

"How about we just try this first? See if there's anything to tell." Emma offered with a sheepish kind of grin.

Regina nodded, threading her fingers through the blonde curls as she placed a single kiss against the other woman's plump lips. She pulled away slowly, using her thumb to smudge off a bit of her own smeared lipstick against the woman's cheek. It was then that the lights flickered back on, and Regina pulled herself away from Emma's embrace.

"Okay." She answered with a shy smile ghosting across her lips as the elevator began to move once again.