Once Upon a Time 1. Chapter 1

**A/N: **_A prologue to what will be a further two chapters. Thanks to the guest word prompt for the main premise of this fic. Also thanks to the _other_ guest word prompt which will comprise the second chapter... This is the only suggestion I have ever received that has made me blush, so well done, you sly fox you. Challenge accepted._

_This fic kind of acts as a mirror to my story** 'Paint'** as I have used the same setting and time frame, and it does not involve the storyline of Cora and Hook coming to Storybrooke. It does not follow on from it. Hope you enjoy, and please review!_

* * *

**Prologue:**

"You want a copy of the keys..."

The dwarf asks as he glowers distrustfully up at the brunette and rubs at his scruff as though mulling the idea over. Regina sighs, doing her best to keep her anger in check, but clinging on to the reigns of polite conversation with a precariously shaky grip.

"Yes. Not for my personal use, but because I'm the Mayor. It's public property, therefore there needs to be a copy in case anything happens to the current set. Trust me, I have about as much inclination to go down into the mines as I do to stick my head in an oven."

"_Trust you_?! You think-"

"-I_ think_ you need to work on your attitude; it's despicable. I didn't come here to argue, and it wasn't a mere request. You will give me the keys.

"Can't."

"Just what do you mean, you-"

"- I don't have them."

"Well then where are they?!"

"The Sheriff has them."

_Great. Figures. _

"Miss Swan took the keys?"

"What I just said, didn't I?"

"You did."

The Queen sniffs, turning away without bidding Leroy farewell and marching back to her car. Her mood has plummeted during the five minutes spent negotiating with the insufferably grouchy dwarf, and finding out she's going to have to pay the Sheriff a visit is just the cherry on top of a cake she doesn't wish to eat.

_Why her? Why Emma?_

She has done her best over the past couple of weeks to give the younger woman as wide a berth as possible; only stopping by the Station when absolutely necessary.

Her reason for doing so has changed somewhat since Emma had first taken up the position of Sheriff, no longer viewing the younger woman with the same hatred as she once had- not after all that has come to pass between them- but having found herself increasingly unfomfortable around the blonde since suffering though the celebratory dinner at Granny's.

And, for once, she can't blame it entirely on the Sheriff herself.

No, to give the blonde credit, she has surprised the Mayor somewhat with her willingness to compromise and discuss alternatives when it comes to the uncomfortable subject of Henry; agreeing in the end that the boy would remain living with the Mayor, but that she would be allowed to see him whenever she or Henry wished, within reason. It had taken a great deal of effort on the brunette's part- a great many deep breaths and pounding headaches- to _get_ to this point with the Swan woman, and there had been several caustic exchanges of opinions, but in the end, Emma had been true to her claim she was simply looking for changes for the better in the darker woman, and she has so far kept herself to herself and sent Henry home in time for dinner unless otherwise arranged.

The Mayor supposes such cooperation only adds insult to injury, for it is not a case of _disliking_ Emma that has left her wishing to spend as little time in the younger woman's company as possible. Quite the opposite.

It is about three weeks ago that the weather became warm-_ unseasonably_ warm- and Storybrooke has been sweltering away in the limbo of Indian Summer ever since. She herself has adapted her wardrobe accordinging; donning thin sleeveless blouses and light linen dress pants to combat the heat, and, _one_ evening, even resorting to wearing just her camisole when sitting out by her apple tree in the setting sun.

Alterations to the blonde's wardrobe, however, have even a little more extreme.

The majority of the time the two of them cross paths, one or both of them are on the clock, and so, when the heatwave had started, this had simply meant rolling her eyes upon finding the town's Sheriff strolling merrily around in the thin cotton tank tops she had shown such a fondness for before falling into the role of deputy and dressing a little smarter.

A _little_ smarter.

Not highly appropriate, but understandable, due to temperatures into the hundreds, but Regina muses that one would only need to find themselves walking in the wake of the Sheriff to witness several heads turning to take a second glance at enviably toned arms and the bare, delicate skin at her sternum promising so much more beneath the cheap cotton cutting off the prize.

It's simply _distracting_.

But when Emma had shown up on her doorstep two weeks ago with Henry in tow- not a frequent occurrence, but not unheard of if the two have been out in the woods, as the mansion is on her way home- Regina had opened the door to find the younger woman offering her an awkward smile and a thrumming headache that had refused to lessen for a good while after.

Tight gray t-shirt skimming just below her navel to show a flash of taut, pale flesh.

Denim shorts cut high and showcasing what had seemed like a ridiculous amount of lightly tanned skin.

The Sheriff had greeted her courteously enough, offering the uncomfortable little shrug the Mayor has grown accustomed to-the one that seems to say 'yeah, I know this is awkward, but what can you do?'- and attempted a little small talk as Henry had gone about tugging off his sneakers.

What it was the younger woman had said, Regina has no clue.

Her attention had been focused elsewhere.

_She's almost thirty, for crying out loud! What business does she have strutting around dressed as though she were half that age?_

A great deal of business, the brunette would begrudgingly decide later when musing on her absurd reaction to witnessing the blonde in such a state. A great deal of business indeed.

Thinking of the Sheriff as being attractive is not a new occurrence; her contempt for the younger woman never serving to poison her against appreciating something pretty, but the frequency with which her thoughts have recently been returning to the blonde- and the peculiar_ timing_ of such thoughts- is very new indeed.

In the shower.

In bed.

Sipping at a small glass of apple cider out on the small loveseat suspended over her back patio.

She recognises such musings for what they are, but that doesn't mean she has to accept them. As such, she has simply kept her distance, hoping this most_ peculiar_ fancy will pass, and with it the insanity of the situation.

"You can't avoid her forever."

She mutters, cruising main street lazily, the thankful blast of her mercedes' air con sending tiny strands of hair streaming away from her face.

Unfortunately true. As the Mayor- and not to mention Henry's mother- she is somewhat required to spend time with the Sheriff.

Sighing, she supposes she could always drop by the Station in the morning, but this means conversing with not just Emma, but with either of the two idiots also, who seem deluded under the impression that Emma requires a crime fighting entourage.

_I can barely stand the woman and I have a better idea as to her true feelings on _that_ little situation than they do._

The smirk this thought garners is short lived, and she rolls her eyes as she makes a neat three-point turn in the quiet street and changes course in the direction of the blonde's new apartment.

_The lesser of two evils._

* * *

When she reaches the top of the stairs leading to Emma's third floor apartment, she takes a second to glare at the useless doors to the out of order elevator vehemently.

_Of course she would pick a building falling to pieces._

Stalking over to the neat white door of the Sheriff's apartment, she raises her fist to rap at lacquered wood, but even before she does so, she realises it stands slightly ajar. Frowning, she knocks anyway; the flimsy thing swaying slightly with her movements. Receiving no answer, she pushes it open tentatively and peers inside.

"Miss Swan?"

Opening the door a little more, she takes a step back in surprise; the heat emanating from the reasonably sized one bedroom flat overwhelming.

"Christ!"

Gathering herself, she enters the nihilistically bare living room and stands with her hands on her hips, surveying a mass of illegibly labeled boxes and cheap leather strewn haphazardly amongst them. Sniffing disdainfully, she rolls her eyes when she notes a couple of bottles and tumblers sitting forlorn on otherwise pitifully empty shelves, next to a tin of coffee beans and a black mug depicting a hulking man who appears to have blades growing from his knuckles.

_No air conditioning, but a stocked bar. I see you have your priorities just as askew as ever, dear._

"Emma?"

She raises her voice, the blonde's name still feeling strange on her tongue. Too amiable.

Too intimate.

Frowning, she moves towards the bedroom; a little unsure about whether or not such an act is acceptable- not something she would usually fret over, but the last thing she needs is a full blown argument with the Sheriff, especially as the woman's damn apartment is too hot to even _think_ straight- and peeks round the door.

Eyes falling momentarily to a laundry hamper (a rather grand term for a cardboard box, she must say) directly beside the door- she looks away swiftly when she realises that her attention lingers a little too long on a wisp of turquoise lace; it's colour one she imagines compliments pale flesh pleasantly.

Scolding herself and sanitising her thoughts, she glances farther into the room and spots something she is surprised hadn't caught her attention straight away.

Steps.

A ladder to be precise.

Moving a little closer towards it- a quick assessment deeming the dusty metal to seem very rickety indeed- she tries once more, fanning her hand beside her face irritably.

"Sheriff!"

A curious pattern of light thuds broken up by a hissed expletive and an audible thump, and she finds herself looking up into a dust streaked face as the younger woman peeks down at her in surprise.

"Regina!... What do you want?"


	2. Chapter 2

**A/N:** _Sorry for the wait. Also, I'm just going to stop telling you guys how many chapters these fics are going to be as I invariably lie. Due to highly unavoidable circumstances (the pub) it was unlikely this chapter would get finished today, so I will upload what I have so far and you can have the rest tomorrow :) Enjoy! And please review!_

* * *

_"Regina!... What do you want?"_

The brunette frowns, trying to place her finger on what seems off to her about the Swan woman- other than the smear of dust lining her right cheek- before her eyes widen with realization.

_Is that a dress? Really?_

Clearing her throat as the blonde raises an eyebrow in patient curiosity, she scolds herself silently for her idiot pause, and adopts a familiar smirk.

"You're looking well..."

The Sheriff swipes at her forehead with the inside of her wrist and blows air up irritably at messy tangles, rolling her eyes.

"You broke into my apartment to shower me with complements? What new alternate universe is _this_?"

Her words are tinged with good humor as she continues to peer over the lip of the attic and the Queen supposes she must be kneeling down to regard her from such an angle.

"I didn't break in, your door was open."

"Ah, yeah, the latch is busted."

"A little dangerous, no?"

"I'm the Sheriff, who's going to try break in here? And, besides, the person who would_ most_ likely seek to do me harm has already taken the liberty of crossing the threshold."

A wink, and the brunette looks swiftly away, remembering yet another reason why she has been avoiding the Sheriff.

_She jokes as if we are well acquainted. As though we are friends._

"Not today, dear, I'm merely here for the keys to the mine."

"Oh?"

"I need to get a copy made so that a spare exists... And before you take it upon yourself to start up at me as the idiot dwarf did, I am asking as the Mayor. I have no wish to-"

"-Oh, I know you're not going to do anything with them, Regina."

"... Is that so?"

"Well, yeah. You're the Evil-... If you wanted to get into the mines, you wouldn't need keys."

"... True."

"And I doubt _you_ have much use or need for fairydust."

"Well observed."

Emma shrugs, ducking back into the depths of the loft, raising her voice to be heard as she remains hidden from view.

"Yeah, well, I _am_ the brains of the outfit."

"Really, dear?"

"Uhuh; not just a pretty face..."

Whatever else she sarks gets lost on its way down to the Queen, who rolls her eyes and forbids herself to think on the younger woman's flippant statement. Sighing, she taps her foot impatiently, dark eyes cast up to the narrow hole in the Sheriff's ceiling; a benefit of being located on the top floor.

"Any time you like, Miss Swan..."

"Oh, you want them _now_?"

Tousled cornsilk as Emma peeks back over the lip at her and Regina gives her a withering look.

"Well, I'm not here for the _company_."

A sigh of frustration as green eyes roll and the blonde disappears from view once again before reemerging with a suitcase held under her arm.

"Fine, fine, could you just...?"

Laying down on her stomach so that she can lean over the edge of the hole and pass the case down to the brunette, the Sheriff makes a small noise of exertion as she tenses her stomach painfully to keep herself grounded.

The Queen looks up at her with a raised brow, hands on her hips.

"...Please?"

"What on earth are you doing, anyway? Why are you bringing stuff back _down?_ Have you_ seen_ the amount of garbage you have in the other room?"

Despite her words, the Mayor eventually takes pity on the other woman and reaches up for the case the blonde holds out to her hopefully, dark eyes flickering briefly to the pleasant view the Sheriff's current position provides her of pale green lace and globed flesh.

_However irksome you may be, dear, you are nothing if not highly desirable. _

She frowns; the thought crossing her mind with disconcerting ease. She should not be thinking such things. Should not be looking at such things.

"I'm going to use it for hauling the loose crap."

Emma explains before turning herself around so that she may descend the ladder. The old metal is rickety, and when it shakes beneath her weight, the brunette moves to steady it on instinct.

"Thanks."

The Sheriff's vocal acknowledgement of what had been an alarmingly confusing protective act in the Queen's eyes has the older woman glaring up at the blonde irritably; not thrilled that she should find the need to draw attention to such a thing. In doing so, Regina finds herself presented with a clear view up the younger woman's simple, gray dress; slim legs allowing an unobstructed glimpse of scant black underwear.

_Oh..._

Allowing her gaze to linger as the blonde seems oblivious- Emma fidgeting momentarily with flecks of paint peeling from the opening to the attic- she runs her tongue over her bottom lip pensively as the younger woman's tattered Conversed foot remains level with her eye line.

"I think I left them in my jeans pocket."

"...Pardon?"

"The keys."

The Sheriff replies as she makes quick work of the ladder; jumping down the last couple of rungs to land with a heavy thud.

"Graceful."

"Thank you!"

A devilish smirk, and the Mayor wonders how it could be that she's never noticed the sexual glint in the blonde's eyes when she does this.

_Because this is all in your head! _

Is it though?

There's no denying that there had existed a peculiar sort of tension between the two of them prior to the curse breaking that had gone a little deeper than simple dislike. For all of her flaws, the Sheriff may lack eloquence, but she more than makes up for it with the impish mischief so apparent within that ever sarcastic drawl, and the pink flicker of her tongue flashing through sharp, white teeth.

Always stepping in just that little bit closer.

And she has a fairly strong inclination that the Sheriff is no more swayed by her sexuality than she is herself; Emma seeming just as extortionately catty towards the ditzy little waitress as she had been to Graham. The Mayor considers herself to be a good judge of character, and she imagines it is a little spice and genial conflict that draws the blonde, not what lingers between her prospective suitor's legs.

Watching as the younger woman goes about locating her jeans in the hamper beside the door, her eyes flicker as slim fingers toy through scraps of silk and lace before finding rough denim. Fishing out two sets of keys, Emma hands her the lighter set and throws her pants back in with the rest of her laundry.

"Thank you."

A small shrug and a flash of teeth and the brunette is tempted to extend her hand and brush gray dust from porcelain skin.

"Want me to come by and pick them up tomorrow?"

Regina blinks in surprise, Emma's inquiry amiable enough as she begins to make her way back up the ladder, and she moves forwards to reply.

"...If you could, that would be helpful..."

"Sure, it's pretty much on my way anyway."

The blonde tosses her hair, blowing up at her forehead as the summer heat continues to hold them within its merciless wrath. The Mayor nods, recognizing her cue to leave, but momentarily distracted as her eyes travel the well defined line of muscle at the Sheriff's bare calf.

"Like what you see?"

"... Excuse me?"

The brunette chokes, sienna coals ripping themselves swiftly from pretty pale flesh to find the blonde smirking down at her.

"The real prize is a little higher."

"What are you... I... _Really_, Miss Swan!"

The Queen splutters as the younger woman offers her a saucy wink; Emma's eyes sparkling with good humor which just makes it so much worse. She is not a woman to appreciate being made to stammer, and the look she offers the Sheriff in return is one of pure venom.

"_Joking_, Madame Mayor."

But the way the title falls from pretty pink lips is just dripping with sin.

The blonde may be kidding.

But she's playing on very thin ice.

What her body has to offer is one thing... If she now fails to bite her tongue; she's simply asking for it.

Dark eyes returning to exposed flesh as the younger woman slips from sight, Regina runs her finger over her own full lips pensively.

_Leave. Now. This is entirely ridiculous. _

Ridiculous it may be, but ever since the blonde descended down the ladder and allowed her a glimpse of impossibly scant cotton, her sex has been thrumming in a most distracting manner; the satin between her own legs now sordidly damp.

She is a woman who takes what she pleases, and right now, the sarcastic little wretch is something she desires very badly.

Running her tongue over her bottom lip before taking the scarlet petal gently between perfect, white teeth, she finally releases soft flesh to form a small smile.

Removing her heels gracefully, she places them neatly beside the Sheriff's bed, before making her way quietly up the ladder.


	3. Chapter 3

**A/N: **_Well, I kind of stuck to my promise... Sort of... I suppose it depends on the time zone you're in. But yes. Voila! Part one of two. Please review :)_

* * *

Despite its age and the instability of the ladder, it works in the Queen's favor that the old metal- whilst rickety- neither squeaks nor rattles. As such, when she reaches the lip of the attic, Emma remains with her back to her; oblivious, and, despite it going against her better judgement- _why break par for course; none of this is exactly 'intelligent'- _she hoists herself up so that she perches on the dusty floor, slender legs crossed neatly at the knee and dangling down into the Sheriff's bedroom.

The air up in the reasonably sized old loft is almost intolerably hot, and Regina finds herself understanding Emma's uncharacteristic choice of wardrobe with something akin to jealousy.

She consoles herself with the fact that she doesn't plan to be clad in her sensible blouse and ever professional heavy skirt for too much longer.

Dark eyes flashing to twin crescent smudges at the backs of pale thighs, she imagines they are markings from where the blonde had previously been kneeling; the faint indent of the dimpled sole to her Converse just visible. The Mayor watches as the younger woman leans over to rummage in one of the far boxes with little interest in what it could be the Sheriff seeks, but rather raising an eyebrow as the soft cotton of the blonde's simple gray dress edges appetizingly up her legs; the contour of the muscles leading down from her apex creating a tantalizing line of definition high up on porcelain flesh.

The low whisper of a curse word as Emma remains empty handed.

Exposed shoulder blades ripple as the blonde pulls herself up to kneel precariously on top of one of the boxes which remains taped shut- labelled 'Boston: Work Crap'- allowing her to delve deeper into the junk she has so far had no luck sifting through.

A pleasant gap between bent legs.

Ass up in the air; a flash of black cotton.

The brunette decides enough is enough.

Pushing herself up and dusting off the back of her respectable office skirt, she moves so that she stands between the ladder and the younger woman, adopting a small smirk.

"You look as though you might require some assistance..."

The way the Sheriff all but tumbles from her decidedly fragile support would almost be comical, were it not for the fact that as she slips from the box, her dress billows up, leaving her twisted at an angle with her legs partially splayed in an attempt to keep herself from hitting the floor; a great deal of pleasingly pale skin on display.

"Regina!?"

Breathless. Hoarse. Husky.

_I wonder if she'll say it that way when she..._

The Queen's smirk widens.

Pulling herself together after her initial shock, Emma laughs with nervous embarrassment, pushing herself up and regarding the darker woman with wary politeness.

"What are you... I thought... Did you need anything else?"

She pulls at the hem of her dress distractedly, coaxing it to fall back into place a few inches above skinny knees, but the way she does so is automatic; seemingly oblivious to the sordid interest such hidden sights have garnered from the brunette.

"There is one thing..."

"Oh?"

"You see, it seems you were right..."

"A-about what?"

The Sheriff's genial smile becomes a little forced as the Queen takes a few slow steps towards her.

"I do indeed like what I see..."

"Ha!... Um..."

Panicked confusion alights green eyes as, with Regina's languid strides towards her, she leaves Emma no option for escape; the boxes at the end of the wider platform of solid wood lining the attic, but the distance between them and the ladder being covered by only a narrow wooden walkway, the rest of the expanse dividing them consisting of nothing but insulation wool.

"What are... What are you doing?"

The Sheriff adopts a somewhat combative stance- feet shoulder width apart and strong hands fisting at her sides- but she has endured too many obscure confrontations with the brunette to spring immediately into action; curiosity so often her weakness, but one she is always determined to sate.

"You need to learn to bite your tongue, dear... Lest you give people ideas..."

"I-ideas?"

Well manicured fingers reach out as the Mayor closes in on her, and Emma's breath catches in her throat as they stroke softly against her cheek.

"Regina...?"

The older woman studies her fingertips and smiles, before holding them out so that the blonde may observe the gray dust that mars perfect flesh. The Sheriff doesn't miss the darkness that glitters behind sooty lashes.

"I-"

"-Oh don't be coy, Sheriff. The way you speak to me... You honestly believe that you would remain innocent of putting ideas in my head?"

"I never-"

"- Hush! You_ always_... _Always_ with your insufferable backlash... Your insubordinate tongue..."

And as she says these words, she dips out her own to wet her bottom lip, and the blonde realizes that they are now standing really very close to each other indeed.

"I don't know-"

But slim fingers reach out once more, only this time they plunge into the thick molten gold of her hair, and the Sheriff makes a small, unintelligible noise before full lips find her own and cut her off.

The brunette smirks into her assault as the younger woman's body stiffens immediately against hers. Revulsion is not something she would ever dream to be another's reaction to her advances and the thought never even enters her head as she crashes her lips heatedly against Emma's.

What she_ does_ anticipate is shock, and she plans to use this to her advantage.

Removing her left hand from luxurious tresses, she drags it roughly down the flat plane of the blonde's stomach- her nails serving to drag down soft cotton to reveal a glimpse of lacy emerald- before shoving the younger woman aggressively against the rough, exposed brickwork of the wall; Emma stumbling gracelessly over her collective crap and landing bent back slightly at an angle. This position works on two counts; the Sheriff is tall, and with the cramped space of the attic she isn't quite able to stand at her full height. With the way her shoulders collide with the bricks, she stands with her hips thrust forward and her head back, allowing her pale curls to brush the ceiling, and the Mayor to move herself firmly between gently parted legs.

Pretty pink lips part in surprise, and the brunette slips her tongue between them without hesitation.

A pale hand flutters desperately against her chest, and, when she succumbs to the need for air, she catches it deftly, her own free hand planted beside the blonde's head; effectively keeping her pinned in place.

"What are you... I mean... You... I-"

"- You mean to tell me you've never once thought about this?"

The Mayor's voice is husky, and her eyes flicker with excitement about the younger woman's confusion-stricken face as she lets go of the Sheriff's skinny wrist in favor of slipping her fingers beneath the soft cotton of her dress.

She is almost sure what she's about to find-_ hopes_ to find- and she is not disappointed.

"Whether you have, or haven't, you're clearly willing to play along..."

Chuckling at the incomprehension that alights flushed features, she moves the fingers she currently presses against damp cotton teasingly, before plucking the flimsy fabric aside and dipping her middle finger slickly between silken folds; the blonde's eyes widening as she gasps.

"Oh!"

Smirking salaciously, the Mayor removes her hand from beneath the Sheriff's dress and holds it out for the blonde's inspection; the younger woman's cheeks pinkening deeply when she is presented with her own glistening wetness.

"Why...-"

Choked, distraught, desperate, but Regina is having none of it. She may possess the power between them, but if it were a question of physical strength alone, the blonde could have her pinned at her mercy in a heartbeat. The fact that she has yet to attempt such a fete is only too telling.

"Why? Why what?"

"Why are you doing this to me?"

Emma's inquiry is little more than a whisper, and the Mayor looks on in amusement as green eyes both well up with tears of what she presumes to be humiliation whilst darkening lustfully.

Juxtaposition has always suited the stubborn young woman.

"Doing this to you? I'm doing_ nothing_... Oh, I am _partially_ to blame perhaps, but your body's response is entirely on you, dear."

The Queen speaks into the hollow of the blonde's throat as she dips her head to bite at delicate flesh; the Sheriff's skin slightly salted with both exertion and anxiety.

"But..."

Emma closes her eyes to try and conjure a response, but the way the darker woman's tongue sweetly descends onto her collarbone is making it increasingly hard to think coherently.

"I'm doing nothing more than you've been asking for-_ begging_ for- since coming here..."

Images of the Sheriff opening the door in tight, scarlet satin, glittering green as those sharp white teeth had hissed at her a promise of all she was capable of, messy tresses- bed hair, 'just fucked' hair- ghosting onto her desk as the hunted had lent dangerously in to challenge the huntress.

_You have. You've had this coming._

"I don't- _Ah!_'

But wicked fingers wander beneath cheap, gray cotton once more, teasing mercilessly, and slim thighs manoeuvre themselves stiffly but instinctively to allow better access, the blonde's breathing hitching audibly.

This time when the brunette brushes her lips against the younger woman's, they part obediently; not quite kissing her back, but offering no resistance either.

Tiring of such games, Regina swipes her thumb roughly over where the blonde is most sensitive, coupling the action by shoving her more forcefully against the rough bricks, and finally- through a low mewl- the Sheriff offers her something back; nipping at a plump bottom lip to which scarlet paint is just a ghosted memory.

"I'm simply playing my move, a new move, but one you deserve after all your... Coy... Sassy... Irritating little remarks.

As she says these words, the Mayor lowers herself onto her knees- not an act she often condones, but there is no question as to who controls this heated little exchange, and she sees it not as submission, but rather a delicious form of payback- and her final scolding remarks are broken up as she bites at twitching thighs wetly.

The blonde uses her hands to steady herself against the wall, eyes closed.

"Regina...Th-this is..."

And she _does_ say the darker woman's name in that same breathless, husky whisper as flimsy gray is pushed unceremoniously up about her hips and scant cotton is ripped easily down slim legs.

"...Wrong... Oh shit, this is... You don't even like me... s-so wrong."

Rambled admonishment as a velvet tongue sweeps firmly through the slick wetness that belies her words.

Expertly painted nails drag angry red lines down trembling thighs.

Taut muscle begins to spasm.

"...I can't! I c-cant!"

The Sheriff's words are panicked and hoarse, as she struggles to stay standing; her head spinning and her core fluttering on the brink of extasy.

Taking heed of Emma's warning- not keen on ending up crumpled underneath the woman- Regina pulls at a skinny ankle cruelly; sending the blonde sprawling down the wall, onto her back with her legs still creating a trembling cradle.

Offering a debauched smirk as blown green eyes find hers with hazy, pleasured shock, she grips at slender thighs and attempts to go back to the task at hand, before she is rudely interrupted by pale fingers fussing clumsily at the soft fabric of her shirt. Resting back as the blonde leans into her- passion swollen lips finding her own with a new violence- she kisses the younger woman back heatedly as she is wrestled somewhat haphazardly from the confines of her shirt. Once free, she shoves at the Sheriff's sternum roughly to push her back against the wall, allowing a second for Emma to appreciate the view, before lowering her attention once more.

Regina notes with amused curiosity that, while she has so far struggled unsuccessfully to silence the blonde on numerous occasions, now that she has the younger woman entirely at her mercy, she is uncharacteristically lacking in vocals. Instead, she bites down hard on her bottom lip as she breathes heavily, every now and then allowing a small, curiously girlish noise to escape, but otherwise remaining quiet.

"I like you better this way, Sheriff..."

She murmurs against hot flesh, Emma jolting at the new sensation.

She tells the truth.

She is a woman who has demanded and taken what she will in life, but the blonde is indeed one of the loveliest spoils it would seem; pale skin flushed a debauched pink, the heat of the room and the moment giving her a faint glow and causing her long hair to dampen ever so slightly at the temples in a way which is inexplicably sublime.

"Shu-shut up."

Increadibly, the blonde lets out a shaky laugh, though her eyes remain clamped shut, and her lips parted wantonly. Smirking, before attacking hot flesh in cruel reprimand, the Mayor allows skilled fingers to join her velvet tongue, and glows with satisfaction when lean, muscular legs tremble tellingly, and the younger woman lets out a choked cry as she tries to clamp her thighs together.

Chuckling, Regina watches as spent limbs eventually relax and slump to the floor, Emma's eyes still shut as she tries to regain her regular pattern of breathing.

Fussing with her hair as blown green flutters open to regard her warily, she adopts a curiously disinterested attitude, though her gaze flickers occasionally back between lazily parted legs.

"It's like an _oven_ up here!"

She complains irritably; now that she has achieved what she set out for, noticing the predictable annoyances of being anywhere near the younger woman.

"It's an attic..."

Emma confides with a similarly predictable tone of sarcasm.

Sniffing with disdain, Regina casts her attention arrogantly about the dusty, box-filled room.

"What were you even looking for, dear?"

"...My jacket. The red one. When I was packing I put a bunch of stuff from my room in the bottom of a box, but Mary Margaret offered to help and dumped a whole lot of stuff in there... I can't remember which box..."

The blonde explains with a frown; not entirely sure why such a thing should matter given that the Mayor still kneels shirtless before her.

Opening her mouth to express just this, her brow furrows deeper when Regina pushes herself up and stalks away towards the opening through which light shines pleasantly.

"Wait, are you-"

"- You didn't exactly look very hard, did you, Sheriff?"

The brunette snipes as she relocates one of the boxes she'd passed when closing in on the younger woman earlier, containing an instantly recognizable flash of cheap, red leather.

_Not that your poor efforts didn't work in my favour..._

Bending down and rummaging through the various debris that cover her find, she plucks at the ghastly material with a sniff, eyes glittering as she unearths something most peculiar.

"Why you would be looking for a leather jacket in this weather is beyond me, but then you've never been one to-... What's this?"


	4. Chapter 4

**A/N: **_Finally! :) This chapter was interesting for me because I am tackling the same issue in 'Wet' as I have in this short story as to how much Regina truly 'knows' about the outside world and her innocence on certain matters. I've written about this subject in respect to my personal take on the matter in 'Wet', but this chapter follows the brief I was given for this particular prompt. On that note; I believe everyone has ideas/ kinks/ subjects they find a little tricky (blush-worthy) to write, and this is one of mine, so please be gentle with me! Hope you enjoy, and please review :)__  
_

* * *

_"... What's this?"_

The Queen inquires, arching an eyebrow in question as she turns to the blonde.

"Uh..."

Cheeks already flushed from the heat and their recent activities bloom positively scarlet, and the Sheriff opens and closes her mouth a few times- floundering for a snide retort- before adopting an irritable scowl and clearing her throat.

"... Don't play cute... Y-you know what that is..."

Frowning, the brunette looks down at the curious item she holds in her hand and shakes her head. If she were to be entirely lenient with her comparison, the item the object she holds most bears a likeness to is some sort of wand; only thicker and carrying a most perplexing texture.

"I do not, dear... Should I?"

It's Emma's turn to frown; unsure exactly how to answer that question.

"Well... No, but..."

She trails off into an awkward silence, and Regina looks back down at her find with greater curiosity; the clear embarrassment the Sheriff is having little luck in disguising bringing her to the conclusion that what she holds is either something of a debauched nature, or illegal.

The way in which the younger woman bites her lip leads her to dismiss the latter option.

"Tell me."

But when Emma seems to break out of her awkward silence she proceeds to simply growl back irritably.

"Just put it back, Regina."

The darker woman doesn't miss the way green eyes flicker repeatedly down to the generous amount of flesh she has on display.

She does no such thing.

Instead, she turns the item over in her hand and examines it with greater interest, coming across a couple of buttons at its base that she runs her finger over pensively. Glancing up at the blonde, she depresses one slowly, emitting a small sound of shock when her find begins to vibrate gently in her palm.

Emma lowers her face down onto her knees and groans.

"Please stop..."

But the open curiosity that alights perfect features speaks of little malice, and when the Sheriff finally forces herself to look back up, she regards the brunette with growing intrigue as Regina continues to study the vibrator in her hands.

She is mortified at the Queen's discovery, but then nothing about the time the two of them have spent up here in the attic has been entirely in what she would call her 'comfort zone'. Ordinarily, she would push herself to her feet and march right on up to the darker woman and give her a piece of her mind for her current behaviour... Sure, this has yet to happen in the way it had been a frequent occurrence back in the old days before witnessing the brunette's magic, but it is a learned habit, and she is not a woman to appreciate being made to feel the fool.

The fact that she sits with her sex so crudely exposed keeps her from doing so.

That, and the tantalising curve of slim hips and full breasts, and she frowns warily when she comes to the slow realisation that the darker part of her psyche longs to know just what treasures lie beneath the Mayor's remaining attire.

_Don't play with fire, Swan..._

Excellent advice, but since when has she been one to take it?

Unlike so many of her previous sexual partners who had seemed happy to roll over and call it a night once their pleasure had been sated, the blonde herself has always been somewhat of a fiend once the fire has been lit. As such, the fact that her legs still ache slightly, and her current apprehension towards having the Queen seeing her in such a state and stumbling upon her secrets, doesn't deter the dangerous shroud of new arousal that endeavours to cloak her better judgement.

Just like the brunette, the Sheriff would be lying if she claimed she has harboured no attraction to the older woman during her time in their strange, little town. However, being slightly more awkward in _herself_, she has never succeeded in arranging her thoughts of desire quite so eloquently so as to allow her to understand just what some of the pent up frustration she feels when in the Mayor's presence might be blamed upon, but she will not deny the darker woman her- almost unholy- sex appeal.

For she is truly beautiful.

In general, looks are not something for which the blonde tends to get jealous, as aesthetics are simply a birth right, and she is very much someone to believe that what is worth having must be earned...

But she _will_ admit that the Mayor's beauty can be a little intimidating at times.

_Not out loud though, of course..._

Intimidating, yes, but right now such navel-gazing is obsolete, as right now there is nothing but the simple lust that toys with her as she looks up at the darker woman, and she will suppose later that it is for this reason she ends up acting in a way much bolder than she is want to do in a situation in which she lacks the upper hand.

_We'll just see about that._

Pushing herself up, she catches glittering dark coals as they flicker towards her at the movement.

She tosses her hair back; hands on hips.

Regina narrows her eyes curiously as she understands that there has just been a profound shift in their current little game.

"What_ is_ this, Sheriff?"

Words sweet like syrup, dripping off of her tongue as she runs a hand through her own glossy locks and silently challenges the younger woman on whether she is up to the task of playing.

"...Let me show you..."

And with that the blonde stalks towards the Queen with a determined smirk; causing the brunette to wet her bottom lip subconsciously as she proceeds to pull out an old throw from the box in which she'd been rummaging when Regina crested the ladder, and allowing cream fabric to billow out onto the floor.

"Lie down."

The Mayor frowns; not one to take orders.

No... Not ordinarily, but with the incessant hum of the strange object in her hand and the debauched wetness between her legs coupled with the way Emma's dress remains crumpled up awkwardly to show an obscenely delectable amount of thigh, she merely proceeds to raise an eyebrow; making her way gracefully to the throw- inwardly ever so slightly surprised at the Sheriff's consideration in using the soft fabric at all- and lowering herself down so that she sits primly with her legs together.

"_All_ the way down."

A harder edge to the blonde's husky tone, and the Mayor recognises Emma's words for an order, rather than a request.

"Try 'please', perhaps?"

Regina sniffs irritably, but she does as she's told; dark tresses fanning out around her face in a most attractive manner.

In all honesty, she believes she would do almost anything the Sheriff requested just now; the sexual tension still so thick in the air between them- instilling within her the urge to move her hips to allow a little friction and relief as her need thrums desperately- but she keeps her composure with practised ease.

A flicker of shadow before the younger woman drops down to straddle her does little to help the situation.

Pink lips find hers, and she is surprised and unbelievably aroused by the heated passion the blonde bestows on her. Dropping the quivering object she has kept clasped in her palm to the side, she runs her fingers through deliciously thick tresses as she responds readily to the younger woman's debauched affections.

Emma eventually moves so that she kneels between slender legs, and slim fingers deftly find the zip that lines the side of the Mayor's skirt; Regina lifting her hips slightly to allow the heavy material to be pulled from beneath her.

Ruined underwear is disposed of in the same swift move.

"Is this what you'd imagined?..."

That low sultry drawl, and the brunette growls at the Sheriff's teasing. Smirking in response, Emma lowers herself back down onto the darker woman's svelte frame and regards her wickedly; thoroughly enjoying the fact that she seems to be somewhat in control of the situation... For once.

"Take off the dress..."

She sighs, realising that there will never exist a scenario in which Regina desists from trying to order her around, but she complies anyway; sitting up and pulling gray cotton swiftly over her head to leave her in just emerald lace.

_Well.. We're even... I guess that's _something_ at least..._

A consoling thought, until the brunette pushes herself up onto her elbows and reaches around to unhook pearly green with alarming ease.

Dark eyes drink in pale muscle with little pretence, and Emma moves back between parted legs swiftly; adamant in regaining her control.

Ducking her head with sinful purpose, she glances up at the Mayor just once, before putting her own tongue to good use; her evident skill in the act solving several of Regina's previous questions.

Soft thighs tremble and part a little more as dark eyes dart down to the curious object that lies beside them.

The Sheriff catches the direction of the Queen's attention and follows suite with a slow smile.

Resting on her stomach and propping herself up on her elbows, Emma reaches for the vibrator silently; her eyes catching the brunette's and imprisoning her as she does so.

Locked within the blonde's lustful gaze, Regina jerks as something foreign and hard brushes purposefully down the length of her sex.

Sharp white teeth flash maliciously, before the Sheriff lowers her attention once more to forbidden flesh; pulling the Mayor's erect bundle of nerves sweetly between her lips as she gently slides slick silicon easily into place and delights in the small moan this garners her.

"... I... I see the appeal..."

The Queen mutters softly as the blonde's tongue continues to tease her and the delectable item she had so fortuitously stumbled upon slowly fucks her at the command of an expert hand.

Smirking against glistening flesh, Emma depresses one of the buttons at the end of the toy to elicit a cry of surprised pleasure as the vibrator springs once more to life.

"Oh... Oh my..."

Able to move the generous toy with luxurious ease, the Sheriff can't help but feel ever so slightly pleased with herself as she is provided with unequivocal evidence as the Regina's true opinion of her... Sure, they may never be _friends_, but it is hard not to find a small amount of delight in knowing that she has worked the Mayor up into the state she's currently in.

Slim hips begin to rock to meet slow thrusts.

Pressing the same button again, the younger woman watches the Queen with intrigue; the darker woman pulling down the delicate cups of her satin bra to access perfect flesh as she begins to emit small noises of pleasure from between wantonly parted lips.

Offering one last gentle tug at sensitive flesh, the blonde promptly changes tactic; removing the toy in favour of her fingers and pressing the vibrator to the Mayor's clit as she moves up to trail her tongue between the valley of perfect breasts.

A low cry and an uncontrollable shudder as the brunette comes swiftly undone; writhing as Emma deftly swallows her audible pleasure as the Sheriff keeps the humming silicon cruelly in place between them.

"I... Emma... No... I"

Chocolate locks whip tantalisingly as she breaks their kiss; eyes closed and breathing ragged.

"Are you enjoying the lesson?"

Contrarily innocent, and the brunette snarls; unable to keep herself from moving as Emma continues to hold her at her mercy, but not liking the younger woman's smugness one bit.

_I preferred you shaking and begging..._

"I guess you could say this my_ own_ little form of magic..."

Pretty, white teeth bare in a self-assured smile before grazing her collarbone, and the Mayor gathers enough strength to push Emma to the side and cease the intolerable pleasure threatening to drive her insane.

"... Learnt your lesson?"

The Sheriff raises an eyebrow playfully, and the Queen decides enough is enough. Offering up her own small smirk as she struggles to regain some form of regular heartbeat, she gives herself a moment's recovery before fixing the Sheriff with a penetrating stare and accessing her power.

Green eyes shoot from sated half-mast to wide-open shock as the younger woman emits an unguarded yelp of surprise.

Regina's smirk widens as slim thighs clench tellingly together and the blonde's breathing becomes suddenly laboured.

"Magic, dear?"

Showing no mercy, she unleashes the full extent of her power; watching with sordid interest as the Sheriff falls back onto the floor and moves her hand down between clamped legs as though to protect herself from the ecstasy being brutally enforced upon her.

Sharp teeth clamp over a soft bottom lip, and the blonde begins to shudder, much as the brunette had done before her.

The Queen waits... Watching as she counts the third, then the forth time the Sheriff is forced over the edge; the younger woman thrashing as she tries to form a coherent sentence.

"Reg-... Stop... P-please!"

Smiling, the Mayor complies; eyes glistening victoriously as she studies the blonde sprawled out and useless as she basks in the afterglow of her pleasure.

"... Learnt your lesson, Miss Swan?"


End file.

Once Upon a Time