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In Company Of Angels

Summary:

In which Ilia has an emotional crisis and explores a kink. Or two.

Winter is happy to oblige.

Notes:

Rather shameless smut with some messy feelings tossed in the middle. Loosely based off Those Left Behind, but the main points to know are Ilia was with a poly team RWBY, and Winter was with Penny before they died/fell at the end of Volume 8. This is set after.

Find us on tumblr! @neontinkerbell and @shallitickleyournerdbutton

Enjoy!

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It starts off harmlessly enough.

 

Winter’s boots. Definitely not standard issue for the Atlesian Military. A three-inch spool heel rising up into a knee-high cavalier boot. Not that Ilia has been looking. It was just that as part of her nightly rituals, Winter always takes off her boots, sits at the small desk in the corner of the room they shared and polishes them to perfection.

 

Everything Winter does, she does with the precision and dedication her Specialist training had drilled into her - with two notable exceptions. The first was… well, Ilia couldn’t say it was more than fucking at this point. The pain they were both bottling up during the day bursting out in furious kisses, thrusts, bites and scratches down each other's bodies. The pain and pleasure bleeding together into a release that brought a bliss so, for a few moments, she could forget that Winter was all she had left. That the four women who had burrowed their way into her heart, into the very fabric of her soul, were gone without so much as a body left to bury.

 

She didn’t blame Qrow for falling back into alcoholic despair.

 

But during those small moments, the way Winter looks at her with a soft smile and warmth in her eyes, so unlike the Winter Maiden, is the same way she looked at her boots.

 

So when a simple mission to flush out a Raverger nest had resulted in Ilia fireman carrying the Winter Maiden back to Vacuo and depositing her in headquarters infirmary, she finds herself alone in their room with the uniform she’d helped the doctor change an unconscious Winter out of and into a gown. The clothes were barely salvageable at best, with the large tears the Death Stalkers that they had fought tore in them.

 

Her boots on the other hand, scuffed and worn, were largely undamaged. And so Ilia sits down at the desk, wipes away the sand and the grit, and polishes both boots until they shone.

 

Ilia hadn’t meant to fall asleep there but that fight had taken a lot out of her, despite Winter taking most of the heavy hits. It was only when Winter burst through the door the next morning, startling Ilia awake and sending her toppling backwards over her chair, that she even realised she had.

 

“Shouldn’t you still be in bed?” Ilia demands, with as much dignity she could muster while picking herself up from the floor.

 

“There’s no time to be lying around when I have duties to attend to,” Winter snaps back at her. Ilia dusts herself off and is about to insist when she catches Winter's expression as her gaze falls on her boots. It's not one Ilia had seen on Winters’s face, before now.

 

“Did you clean my boots?”

 

“I..” Off guard, Ilia can’t help fidgeting nervously under Winter's stare, “Um, yes?”

 

Winter's expression softens, and she reaches out to take her boots from the desk.

 

“Thank you.”

 

Ilia blinks and stands at a loss while Winter busies herself preparing for the morning ahead. She really hadn’t thought it was that big of a deal, they're just boots after all.

 


 

It shouldn’t have been that big of a deal.

 

They were nice boots, sure, and the leather had been soft but firm under her touch. The fragrance of the boot polish was familiar, but not from her time with the White Fang; there was somewhere else she had smelt it.

 

It shouldn’t have mattered.

 

However, now as she sits at her desk in the office she also shares with Winter, stealing glances at the woman as she pores over the reports scattered across her own desk, Ilia can’t keep the image of Winter in her boots out of her mind. Or rather, the image of Winter, only in her boots.

 

“Is something wrong?”

 

By the shattered fucking moon, she’s as bad as a hormonal teenage boy.

 

“Are you sure you shouldn’t be resting for at least today?” Winter put up a good front but Ilia could tell she’s in pain. There’s the strained soft exhales and the way she keeps adjusting her left arm. The unopened bottle of painkillers sitting on their shelf.

 

The smirk on Winters face cuts like a knife as the ghost of Wiess’s face is briefly reflected back at her and Ilia’s hand curls into a fist under her desk, her nails digging into her palm.

 

“Careful, you’re starting to sound like you care.”

 

“Ha, I should have gotten the doctor to check you out for a head injury then.”

 

The room is uncomfortably hot and Ilia stands, her chair scraping a little too loudly against the concrete floor.

 

“I’m going to get a drink.”

 

She doesn’t wait for an answer, stalking out of the room with blood pumping in her ears. Was this a mistake? It had been barely less than a week before she had fallen into bed with Winter, neither of them giving any signs they were interested in stopping. Was this how she wanted to honour their memories?

 

Ilia comes to a sudden stop, her arm shooting out to support herself against the wall. The clay was cool to her touch and she allowed herself to slide down to the floor.

 

They were dead, so it didn’t really matter how they would feel about her and Winter’s relationship, did it? And really, if she was being honest with herself, she has a bigger problem to worry about.

 

She cares about Winter.

 

By the time Ilia makes it back to the office, bottles of water in hand, Winter has disappeared. A note left behind, briefly explaining she’s been called away to an emergency meeting with one of Vacuo’s commanders. It’s both a relief, and a disappointment, to find her absent.

 

Winter is gone for the rest of the day and by the time she makes it back to their room, Ilia has had her nose buried in a book Ren of all people recommended to her. The bed dips as Winter joins her.

 

“Good book?”

 

“Yeah. It’s nice, a normal story about people with normal lives, not risking their all every day in a war nobody’s really sure they can win.”

 

Ilia immediately regrets her words but Winter just lets out a sharp bark of laughter.

 

“I don’t think that’s something I’ve ever considered my life to be.”

 

“I thought mine might be for a while,” Ilia replies, “but it didn’t really work out like that.”

 

They both lapse into silence for a moment. Then, Ilia reaches down and picks up the pill container and water off the nightstand, offering them out to Winter. She may well have just picked up a dead cockroach for the look of disdain it prompts on Winter’s face.

 

“Please?”

 

Having to ask is almost worth watching the range of emotions that rush across Winter’s face, eventually falling back into the one Ilia had seen the day she cleaned Winter’s boots. Winter takes two capsules and downs them with a swig of water.

 

It’s a small victory.

 


 

She just can’t get the fucking image out of her head.

 

They’d torn through a horde of Grimm that had been threatening the eastern favela that now housed many of Atlas’s former residents and were now back in their room tearing each other clothes off, riding the adrenaline high of the battle, when Ilia with one hand on Winter's right boot, hesitates.

 

Winter looks up at her from the bed, confusion evident on her face.

 

“Are you okay?" She asks.

 

“Yeah, I…” Ilia can feel her freckles changing colour, and she’s torn between desire and fear. “What if… Um, what if you kept your boots on?”

 

Winter’s cheeks flush like a blushing school girl and Ilia thinks this is the first time she’s ever caught Winter off guard. It would be hilarious, if it weren't so embarrassing. Winter opens and closes her mouth a few times before she finds her voice.

 

“Oh, well I… I suppose you’ll have to take them off to take my pants off but you can put them back on after?”

 

That’s all the encouragement Ilia needs to gently slip the boots off and place them next to the bed before returning to the task of tearing the rest of her clothes off.

 

It doesn’t take long before they’re stark naked - with the exception of Winter standing gloriously in her boots.

 

“So, what did you have in mind?”

 

"Oh, I-- I hadn’t actually thought that far ahead…” Ilia’s mind is racing at the possibilities but her tongue feels stuck, unwilling to release the desires she’s been daydreaming about. Winter crosses the distance between them in a few short strides, her hand sliding up the back of Ilia’s neck and into her long loose hair which she seizes into an iron grip.

 

Ilia melts.

 

“What is it that you want?” Winter demands. Her voice is low and sends a shiver straight down Ilia’s spine.

 

“I want you to um, I want… I want you to step on me… a little bit, with your boots.”

 

Over her initial shock, Winter seems happy to play the part being asked of her. They’ve never done anything like this before but Winter has expressed her dominant side plenty before during sex. She doesn’t let up now either, Ilia’s hair held in a vice-tight grip and forcing her to her knees. Finally letting go, Winter straightens up, places the sole of her boot on Ilia’s chest and kicks.

 

The rush of air expelled from Ilia’s lungs is both from the impact and the rush of warmth that floods into her body. She lands on the bare floor of their room, the concrete cold enough to send shivers through her body. There’s no time to recover as the toe of Winter’s boot lands squarely between her boobs with the rest of the foot following, pinning her to the floor. It’s not quite painful, but the pressure Winter is pushing down with is enough that she can’t sit up. She’s felt like she’s been under Atlas’s boot heel for a lot of her life... but this adds a whole new context to the meaning.

 

Winter looks extremely pleased with herself. Unlike Ilia, her hair is still in its bun and partly falling across her face.

 

“Enjoying yourself down there?”

 

Ilia nods furiously.

 

Winter shakes her head and makes a disproving tut-tut sound. “Now we can’t have that.” The pressure on her chest increases for a moment, before it disappears. She doesn’t have time to prepare herself before her head is twisted to the side and her cheeks are sandwiched between the floor and Winter's boot. Ilia takes a moment to remember to breathe. This is different from how she imagined it in her mind, but it’s also… nice? She’s present in the moment in a way she hasn’t been in a long time, and the weight of the boot is reassuring that someone cares enough to be interested in her desires.

 

She’s also extremely wet.

 

The boot lifts and this time doesn’t come back down on any of her body parts. Winter's looking at her expectantly and Ilia decides she’s finished with being stood on for now. She stands and shivers again.

 

“Had enough?”

 

Ilia nods and Winter gives her a soft smile

 

“What would you like to do now then?”

 

“I want... I want you to fuck me.”

 

Winter bites her lip and shakes her head, “Ooh I don’t think you’ve quite earned that yet, but since you’ve been a good girl there is something you can do.”

 

With that, Winter walks over and sets herself down on the bed, sitting up against the headboard. She reaches down and pats the shin of her right boot.

 

Ilia blinks. Fundamentally she understands what is being asked of her but her body is having a hard time catching up. It’s only when Winter sends her a pointed stare that her legs finally cooperate.

 

Ilia lowers herself in a comfortable position to grind on Winter's boot. She’s fully on display for Winter, with her boobs pressed together as her arms sit forward on the bed for support.

 

It’s incredibly arousing.

 

The leather of Winter’s boots offer the perfect amount of friction and it doesn’t take long before she’s riding the wave of her climax, falling forward onto Winter’s chest, legs shaking and gasping for breath. Winter allows her to rearrange herself so she’s snuggled into the crook of her arm. Winter also looks more relaxed than Ilia’s ever seen her.

 

“Good?”

 

“Mmmhmm.”

 

“Don’t fall asleep, you still have to clean my boots before you do.”

 

“Noooooo, don’t be mean,” Ilia whines. After everything that’s happened today, she’s completely drained and Winter's body heat is the most comfortable thing in the world to her at this moment.

 

Maybe she’ll just close her eyes for five minutes.

 


 

Every now and then, her gaze will drift - catching on those boots, glistening amongst the dirt and sand of Vacuo, ever out-of-place in this sun-ragged kingdom. Much like Winter herself, with her pristine white hair and clothes and slightly less pristine skin, struggling to not to blemish under the heat anytime she ventures out into the day.

 

Winter notices her looking.

 

She always notices, what Ilia is doing or saying or focusing on. More and more, they're growing together; and it's scary. A mark of the now, and yet still a mark of the past. Still clinging to each other, when no one is there to see them do so. Still pretending they don't care about each other as much as they both know they do.

 

Every now and then, Winter will catch her wandering eye and let her know that she knows - not quite smirking, but the slightest quirk of her lip or brow, restrained amusement on show for anyone who knows to look for it. Thankfully, for Ilia's sake, no one else does.

 

It all comes to a head when Ilia, rather literally in hindsight, puts a foot in her mouth as she so often does. One jokingly snide little comment, about Winter being a "bootlicker", enough to upheave whatever semblance of dignity she had managed to continue holding onto. Instead of the mild interest Winter had sent her way previously, the look that comment had garnered her meant one thing, and one thing only.

 

"You're in trouble."

 

Ilia knew. She knew immediately, when she was summoned to their room shortly after - and found Winter there, clad in nothing but her boots once more, perched patiently on the edge of the bed. Had barely enough chance to stare, and barely enough presence to shut the door behind her, before the teasing words found her.

 

"I'm a bootlicker, am I?"

 

"I... uh..."

 

"Don't worry about not being able to find your words, you're not going to need them."

 

They've surely and certainly been escalating in what they feel comfortable doing with one another but this... this is new. No coy entertainment to be found, nor hesitance or caution, in Winter's tone. With a crook of her finger, Winter gestures Ilia to come closer to where she sits on the bed until they're right in front of each other.

 

"On your knees."

 

It's almost embarrassing how easily she does it, knees meeting the hard floor under her before her mind has even had the chance to catch up and scold her for letting Winter boss her around like this. Saner heads prevail, and her own is feeling decidedly less sane as the seconds tick by and Winter remains leering at her with nothing short of intent.

 

Intent for what, she's likely going to find out.

 

Tempted by the sight she's left peering up at, her gaze flicks all over the girl in front of her - taking in every little detail. How many people have thought about seeing Winter like this? And yet, here she is. Luck has always had a way of swerving around her, so it's nice when they stumble on their paths into a collision.

 

A hand finds Ilia's cheek, pausing for a moment to stroke a thumb there - and it seems Winter is enjoying the view of her own. The thumb moves, running over her lips and coaxing them to open before sliding into her mouth. Rubbing over her tongue for a moment, until she closes gently around and sucks on it; a move that gets a noticeable gasp out of Winter.

 

Winter, who's unusually fixated on Ilia's lips, and where the digit vanishes between. It's... well, Ilia takes note of that reaction. For later.

 

"You have a really nice mouth, you know."

 

At this, Winter removes her hand to pull away and makes a show of crossing her legs - the position placing one of her boots right under Ilia's chin, where it's used to tilt her gaze back up to meet Winter's own from where it had been distracted by the bare legs. She pulls it back away from Ilia's chin, but not entirely, leaving it hovering just in front of Ilia's face.

 

"Polish them for me. You still haven't repaid me for getting them dirty last time."

 

Warm, sticky heat blooms across Ilia's cheeks, sliding down her body at the request-- no, the command. It doesn't need to be said that Winter is far from implying Ilia go find her boot polish; the foot held expectantly by Ilia's face and the look in Winter's eyes implication enough. A breath stutters itself from Ilia's chest, and she breaks the held eye contact between them both to drop to the target of her instruction. Nothing has even happened yet, and already her body is reacting to it all.

 

Winter continues watching her as Ilia debates with herself, obviously as keen to see if she's going to actually go through with this as Ilia herself is.

 

"Well? I think it's clear enough what you've to do."

 

Her hands shake slightly as they raise to wrap around Winter's ankle - the tremor not escaping notice. There's a tap on her head to draw her attention back up, Winter mouthing down to her without speaking; breaking and maintaining their scene, in equal measure.

 

"You okay?"

 

Not trusting her words right now, Ilia just nods a response - a little on the enthusiastic side but, other than an amused smirk, Winter doesn't comment on it. Instead, she does as she's been so politely asked to do, leaning down to touch her tongue to the tip of Winter's boot. It kind of tastes like how Winter's boot polish smells, but it's overridden by the sound of Winter's little gasp from above her.

 

Apparently, she hadn't been expecting Ilia to actually do it.

 

All it does is encourage her, repeating the motion more deliberately this time and licking a line across the inside of Winter's ankle. The taste isn't any better the second time, but that's not the part that's concerning her. No, that honour has to go to the fact she can almost certainly feel herself already starting to soak her underwear at being made to literally lick Winter's boots.

 

What the fuck is wrong with me? What the fuck is wrong with Winter, that she's going along with this?

 

Glancing up to see what reaction this is getting from her... girlfriend? Lover? Ilia can barely restrain a grin at seeing Winter's wide-eyed stare, watching Ilia and looking like she's barely breathing. And notably, lacking in any of the judgement Ilia had been bracing for.

 

The last thread of doubt snaps then, and Ilia holds Winter's eye as she does it again, running her tongue along the opposite side of Winter's ankle. Again and again, swiping her tongue over the leather and feeling every shock of excitement from doing so rushing directly between her legs.

 

Once suitably... polished, Ilia softly places Winter's foot back on the floor and coaxes her into swapping her legs over, crossing them again and bringing the other one up in front of her face. As she does, it doesn't escape Ilia's notice that Winter has, at some point, snuck a hand between her legs, rubbing at herself as she openly watches Ilia kneeling in front of her. There's a temptation to join her, and allow one of her own to slip into her underwear, but she decides against it - even though her body is very much screaming at her to do so, now.

 

Plenty of time for that later; who knows if Winter is ever going to be willing to humour her with this again.

 

Gripping the boot held up by her face, Ilia repeats the same motions she had done with the first one. Slowly drawing her tongue across the top of Winter's foot a few times, before moving to lick up either side of her ankle. But she doesn't stop there this time, following the path she had made all the way up to the cuff at the top and biting the material there. Not enough to leave any marks in the leather, but enough to make Winter squirm as she watches her do it.

 

Dropping back down, she does it again, licking up Winter's ankle and continuing back up to the top of her boot, where she quickly dips up and places an open kiss against the inside of Winter's knee. Where she stays, kissing and biting at the flushed skin there and trailing ever-so-slowly up Winter's thigh. She doesn't get too far with the teasing, before a hand wraps itself in her ponytail and uses the grip there to pull her face up and between Winter's legs. Exactly where she had been planning on going, so there's no complaints found at the direction.

 

Winter is only just slightly less wet than Ilia herself is by this point, holding her there and already beginning to grind against her face. Finally removing her hands from where they had been wrapped around Winter's calves, Ilia places them on the thighs squeezing her head and pushes them further apart - giving her more space to ravish Winter. Repayment, for humouring her and her interests.

 

Winter definitely tastes better than her boots, even if both options are equally as capable of working Ilia up. Apparently. Learning something new is always interesting, especially so when it's about yourself.

 

...Ilia might have a few things to unpack, later.

 

But, for now, she's got enough to focus on. Winter's hand on her hair is tugging hard, nails scraping against her scalp in a way that would probably be painful if they weren't both so far gone. A few more licks of her tongue against Winter's clit has her thighs back around Ilia's head, trapping her there as she comes and grinds on Ilia's face.

 

They're both panting when Winter finally releases her, but she's not granted a minute to think or recover - Winter's hands moving under her arms to pull her up onto her, slightly unsteady, feet. Those same hands find themselves at Ilia's waist, already tugging open her pants to push them down her legs along with her underwear. The underwear that are almost certainly a write-off at this point.

 

Following the lead set by Winter, Ilia pulls her shirt up and over her head, tossing it to some forgotten corner of their room as open-mouthed kisses trail over her hips. Once she's stripped, she's pulled forward and guided into straddling Winter on the bed - one of the hands on her back moving to grope at her ass, while the other finds itself back in her hair, pulling her head back and exposing her neck to whatever attention is about to be bestowed on it.

 

Teeth scrape against her racing pulse, trailing down slowly over her collarbones to land at her chest; and already, she's grinding down against one of the thighs under her for any kind of relief. Wet arousal smears across the spot where their skin meets, and isn't helped when Winter starts to tongue at Ilia's nipples, playing with the little bits of metal there teasingly.

 

"Lift yourself up, and brace yourself back on my knees. I want you on display for me."

 

She doesn't need to be asked twice. Hell, she doesn't even need to be asked once, already arched back from Winter by the hand looped tight through her ponytail and pulling her head back. It doesn't let go, holding her where she's wanted as fingers find themselves between her legs and cause both of them to gasp; Ilia in relief, and Winter in surprise.

 

"Fuck, you really enjoyed this, didn't you?" But Ilia isn't the only one, Winter's voice unnaturally shaky and not-at-all the smooth timbre she's used to hearing.

 

"Yes! Winter, please..."

 

A couple swipes over her clit, before fingers slide into her; there's no need for any slow easing into it, and Winter quickly sets a harsh pace, fucking Ilia in her lap. In true testament to her multi-tasking abilities, Winter manages to keep attention on Ilia's chest with her tongue even as she continues the steady motion of her hand between Ilia's legs.

 

It's a lot. It's all too much, and she's coming hard against Winter in embarrassingly short time, overstimulated to the point that the noise she lets out is closer to a yelp than a moan. Doesn't even notice herself tipping back until Winter's arms wrap around her and pull them flush together, narrowly preventing Ilia from tumbling backwards out of her lap.

 

Tears burn at her eyes as she buries her head in the crook of Winter's neck, only just short of being stopped from falling as warm hands rub over her back. Her head is spinning, ears ringing, and when she slowly starts to settle the sound of Winter's voice comes floating into focus - soft words in her ear, moving in time with the soft hands on her back.

 

"...you did so well, Ilia. Thank you, for trusting me enough to be so open and letting me do this for you. With you. You're alright, just take some breaths..."

 

Winter must feel her coming down, as the words trail off but the hands don't, tracing patterns on her back for another few minutes until Ilia has enough strength to pull away a little. Her skin tingles, wanting to change in embarrassment at fucking crying, but it's soothed by the happy, if slightly dazed, look on Winter's face when they meet eyes again. A hand cups her cheek, Winter running her thumb against the freckles there with a dopey little smile on her face.

 

It's another look that Ilia hasn't seen her sporting, before now.

 

"You okay now?"

 

Ilia turns to press a kiss against Winter's palm, one of her own hands raising to place itself over it and holding Winter's hand to her cheek.

 

"Yea, I'm sorry for--"

 

"Don't apologise, you don't need to. Not with me."

 

With those words, two things become apparent - one, that Winter is a lot sweeter and kinder than Ilia would have ever thought. And two, that she's in very real trouble, her stomach fluttering a little in response to the way Winter is looking at her right now.

 

"Thank you, Winter."

 

"You don't need to thank me for the sex."

 

"I wasn't thanking you for the sex."

 

Winter gives her a queer look for the comment, but tonight has already held enough revelations for them both.

 

Instead, Ilia grins and moves to pull Winter into a kiss... only to have her turn her head away, a laugh breathing past her lips as she does it. Before it can hurt any feelings, those bright blues eyes turn back to catch Ilia's own, the smuggest grin there on Winter's face than Ilia has even seen on her.

 

"I don't think so, I know where your mouth has been."

 

The last word has barely broken from Winter's lips before she's firmly grabbed and pulled into a kiss, Ilia smothering the laugh there as she does and making a point of sliding her tongue against Winter's before pulling back. Just for good measure, she leans in once more and licks a line right up the side of Winter's face - actually managing to get a squeal out of her victim, until it's tampered down.

 

"That was for the cheek."

 


 

All things considered, it's high time Winter is exposed for having a kink of her own; and Ilia has gathered enough evidence to suspect exactly what that may be.

 

In order to force it out of her - because there's exactly negative chance of Winter admitting to such a thing - it requires a bit of preparation. The first, simple enough - the innocent assistance of a little piece of candy. A lollipop. Something for Ilia to suck on; and making sure to do so while Winter can see her. Making a show of it, when it's only Winter looking at her.

 

And look she does. It's very satisfying to return the favour when she catches Winter's attention wandering over to her as she plays with the candy on the end with her tongue, employing the same precise little quirk of a brow or her mouth that Winter had been using on her. Once or twice, it almost seems to bring a flush to Winter's pretty face, before she rights herself and her distracted attention elsewhere.

 

The second bit of preparation was considerably more bold, something they haven't quite spoken about, but Ilia has her suspicions she's going to receive little in the way of argument about it. All it took was a trip down into one of the less savoury parts of the city, but she'd found what she was looking for without much trouble. Had taken care to wear dark clothes, keeping it tucked firmly in her pants so it would, hopefully, not be noticed immediately. Not the most comfortable wearing it like this, admittedly, but it's going to be worth it.

 

And sends a message to Winter's scroll, asking her to come find her in their bedroom.

 

She doesn't receive a reply, but Winter has opened the message; and now, she waits. Pulling the wrapper off of another lollipop while she does, and reclining back on the bed with it in her mouth. Not long at all passes before Winter appears, strutting into the room and clicking the door locked behind her as she looks over Ilia on the bed. Her attention catches on the stick between Ilia's lips for a long second, before she moves closer.

 

"Eager are we?" Ilia teases, and gets a bemused look for it. "I expected you to take longer to get here, did you bail on a meeting for me?"

 

"Hardly. You're lucky to even be my second choice."

 

Tough words. Ilia's looking forward to making Winter swallow them - alongside everything else she has planned for Winter's smart mouth. It's time to change tactics. Winter is still watching Ilia's lips, and she makes a point of pulling the lollipop out and giving it a slow suck before letting go with an audible pop.

 

"I've noticed you watching me do this. Actually, I've noticed a few things. Care to know what they are?"

 

"Not really."

 

"Good. That makes it more fun to tell you."

 

Winter doesn't answer her, finally moving to sit on the bed opposite Ilia and lifting an eyebrow as if to say, "Go on then."

 

And sure, Ilia could tell her... but it would be so much more fun to show her. Sitting upright, Ilia quickly positions herself in Winter's lap, feeling hands raise up to grip her hips loosely and keep her there. Not so close to each other that Winter will feel the other surprise Ilia has planned for her, not yet. Taking advantage of the brief window of lowered guard from having Ilia sit on her, Winter is tugged into a slow kiss which she easily melts into.

 

She's going to have to be fast to catch the opportunity she's looking for, working her tongue into Winter's mouth just long enough for her to start relaxing into the kiss before quickly pulling back - and slotting the lollipop forgotten in her hand where her tongue had just been. The surprise intrusion gets a gasp out of Winter, her eyes widening for a second as she looks confusedly up at Ilia watching her.

 

Already, Ilia is using the grip she has on the sweet to press it further into Winter's mouth, rolling it over her tongue as Winter shivers under her.

 

Gotcha.

 

"You gave yourself away, commenting on my 'nice mouth' and shoving your finger between my lips. Plus, that absolutely fascinated look you had at seeing me suck on it."

 

Winter is still wide-eyed looking up at Ilia, and doing nothing to stop the press of the candy into her mouth. Encouraged further, Ilia pushes it that little bit further back and continues to roll it languidly around the muscle there. The response it gets is interesting, Winter's eyes sliding closed with a low groan.

 

"I'm not the only one with a nice mouth, and I have the sneaking suspicion you'll let me do whatever I want to yours."

 

Not removing the lollipop, Ilia dips back down for another kiss, this one a lot deeper than the first and playing with the sweet, pressing it down on Winter's tongue. The hands on her hips squeeze tighter, and Winter actually moans at the treatment she's getting; not a single word of argument, as predicted.

 

Not like she really could even if she wanted to, that said.

 

Winter is flushed pink enough to make even Ilia, with her colour-changing tendencies, envious when she pulls back again. Leaving the lollipop where it is, in Winter's mouth, and sitting back a little to take in the ruffled look being sent her way.

 

"You look great like this. I'm definitely going to have to do this to you again, and I do wonder... what else would you let me just make you suck on..?"

 

Deliberately trailing off, Ilia enjoys the way the comment makes Winter's eyes dilate - the thought of being used in such a way clearly having a reaction on prim and proper General Schnee. Well, that settles it.

 

Time to pull out the big guns.

 

Slowly reaching back to take hold of Winter's hands, now digging into the flesh of her hips borderline painfully, she pulls them away - and drags them around to place them against the bulge at her crotch. At feeling what's there, Winter shivers hard where she's pinned under Ilia. Ilia, who gives a her a taunting once over.

 

"Oh wait, I already know what to have you suck on. I'm curious to see just how well you do sucking dick."

 

Winter doesn't even move when Ilia shuffles back off of her lap to give them some space, doesn't even remove the lollipop from her mouth nor close it. She just watches, entirely enraptured, as Ilia undoes the belt around her waist and pulls her pants down - just enough to pull out the toy she has already in place there.

 

Finally, Ilia tugs the candy out of Winter's mouth and gives her a look, intent on some payback. "Well? I think it's clear enough what you've to do."

 

At having her words returned back at her, Winter snaps out of the lust-filled trance she'd been placed in and glares at Ilia hovering up on her knees above her. It's half-hearted, and she cracks after a second with a noticeably shuddering laugh. "You're having a little too much fun with this."

 

"Oh, I'm having more than a little fun with this. Get to it, Winter. Or are you going to make me ask again?"

 

Fully braced to have to ask Winter again, the two of them having a similar stubborn streak, it's with serious effort that she has to bite back a surprised gasp of her own when Winter actually does as she's been asked - dipping forward to wrap her lips around the strap-on poking out from Ilia's pants.

 

I hope this doesn't awaken anything in me... One oral fixation is enough for one relationship.

 

Just like with everything she does, Winter takes to her task amazingly well, accepting most of the toy into her mouth and bobbing up and down eagerly. Very eagerly, and she's definitely getting teased about this when they're done. For now though, Ilia isn't much better off than Winter had been a few minutes ago, wide-eyed as she watches the sight of the strap disappearing between Winter's lips. She'd be a dirty liar to say she's not enjoying this every bit as much as Winter clearly is.

 

Realising she's just been posed with her hands in the air, Ilia replaces the lollipop back in her own mouth before reaching down to undo the bun Winter has her hair up in. Once done, she wraps her fingers through it and starts to gently control the motions of Winter's head. It gets another groan from Winter, her own hands lifting to press against Ilia's and coaxing her to take over.

 

Coaxing her to take control, which she begins to do - pulling Winter in and meeting her with steady thrusts of her hips. Not too rough, not wanting to gag Winter on her dick. Not this time, anyway. Plenty of time for that later.

 

As she does, picking up the pace just slightly and pushing Winter down on the toy, she feels Winter's hands move round to grope her ass - also pulling them in closer until she's nearly taking the full thing in her mouth. Now, Ilia can't actually say how much experience - if any - Winter has at doing this... but she's doing very well. Every so often, a little moan escapes from her and draws one from Ilia to match.

 

Before long, Ilia starts feeling hot. Too hot, and it's not like either of them are going to come from this, so she very reluctantly uses the grip she has on Winter's hair to pull her back. Winter has a dazed and faraway look in her eyes when Ilia catches them staring back up at her, lips swollen and wet, and leans down to press a harsh kiss to them.

 

As she pulls back from the kiss, Winter attempts to follow her, only stopped by Ilia's hands on her shoulders. They just hold each other's gaze for a moment, the sight tugging on the part of Ilia that already cares so much for Winter, and she drops one more quick little kiss there just because she wants to and can.

 

"I did plan on fucking you after this, but..." And here she pulls back from Winter fully, shuffling further up the bed, and openly leering down at Winter still on her knees at the end of the bed. "I think the least I deserve for figuring you out is a show, don't you?"

 

"I think you've had enough of a show."

 

"And I think you could still do better."

 

Eyes narrowing, Winter doesn't move from where she is - content to make this difficult. Content to make Ilia demand whatever it is she's wanting.

 

And she does.

 

Wrapping a hand around the toy still jutting up from her hips, she gives it a few strokes and enjoys the way Winter follows the motion. It's still slick from the attention Winter had given it, and even with the distance between them Ilia can still see Winter's gaze focus on that little detail. With her free hand, Ilia gestures lazily to Winter's outfit.

 

"Strip for me."

 

"And if I don't?"

 

"Then I guess we're done here."

 

There's a heavy beat of hesitation between them at the words as Winter seems to weigh her options - and seems to come to the realisation that she's far from done quite yet. Neither of them are, and Ilia had been counting on it.

 

Winter steps back off of the bed, and does indeed give Ilia a show of removing her clothes. Doing it slowly, just because she can - and probably at least partially wanting to claim back some semblance of the control she likes to have in every part of her life. It's no matter; Ilia has already won this one. Free of her uniform, Winter repositions herself by Ilia on the bed and raises her damn brow again when Ilia just remains lying on her back.

 

"What is it?"

 

"I never said the show was over." Ilia smirks at the confused look the comment gets from Winter, cutting her off right as she goes to reply and pointedly playing with her dick. "Fuck yourself, I want to watch."

 

With a roll of her eyes, and expression that's surprisingly rare coming from Winter, she moves to straddle Ilia on the bed. Somewhat recovered now from having all of her buttons pressed, she grins as she claims the hand around the toy and lifts it - placing it right between her legs and letting Ilia feel how wet she is.

 

"Oh." It's far from the most attractive reply, but right now Ilia has bigger concerns.

 

Namely, that Winter has used the moment of surprise she claimed from Ilia to slide herself down on the shaft, bringing their hips together. As worked up as she has just revealed herself to be, she doesn't waste anymore time before fulfilling the last request Ilia is getting to make for the night - fucking herself and using Ilia to do it. It's every bit the show Ilia had goaded her into giving, and neither of them are making any more smart remarks about it.

 

It doesn't take long before she peaks, a few more rocking movements against Ilia under her as she groans, before slumping forward onto the girl now trapped under her. She's sweaty, but like Ilia has said before, she looks good sweaty. They remain there for a few minutes while Winter catches her breath, and until Ilia starts to squirm a little under her. Raising back up off of Ilia's chest, Winter sends her a grin that can only be described as 'wicked', before reaching out to the claim the lollipop for herself and moving up off of the strap-on.

 

"Take the toy off."

 

"Why?"

 

"Because now it's your turn."

 


 

Winter decides to call Ilia "Bootlicker", a few days later.

 

She's promptly shut down with the returned fire of "Lollipop".

 

 

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