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The Lesson

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The first time they had sex they were both drunk out of their minds, stumbling over themselves, laughing and snorting, only barely managing to find the bed. It was a giggling mess of clinking teeth and ripped clothes and it was over way too quickly. Cate isn’t even sure if either of them had actually climaxed that night or if they’d just fallen asleep after tearing each others clothes off and fumbling with each others bodies for a while, seeing as they had elimited a whole bottle of vodka an hour prior.

She does remember the next morning though. The splitting headache, the dizziness and nausea, and worst of all, the disgusting taste in her mouth, as if something had crawled in and died on her tongue during the night. She also remembers waking up naked in a strange hotel room with an equally naked Gillian wrapped around her.

They spent the morning quietly and wordlessly, at least until the advil kicked in. Then they talked. Cate told Gillian about Andrew and their agreement and Gillian asked if she and Andrew would be okay with turning this into a more permanent thing.

And that was it.

It’s easy and uncomplicated, just some fun every now and again. Cate loves how unashamed and carefree Gillian is, how unpredictable and crazy. She’s never too obvious about their relationship when they’re out in public, but as soon as the hotel door closes behind them it’s like there are no more barriers. Gillian loves to press Cate against walls and furnitures and it doesn’t matter that she is a good five inches smaller than Cate because her attitude and energy makes her seem like the tallest person in the room. She whispers filth into Cate’s ear until her face is flushed and hot, uses toys and ropes and teases her for ages before completely ruining her last brain cells by spending hours between her legs.

It isn’t until the fourth time they meet that Cate realizes that she’s never actually got to repay the favor before. Gillian always takes charge, demands and controls and doesn’t stop until Cate feels half dead from exhaustion. She wants to though, wants to make Gillian feel as good as she makes her feel every time.

She just isn’t sure if she will be able to.

After all, Gillian is only the third woman she’s ever had sex with. The first time was a drunk one-night-stand and the second time was with someone equally inexperienced. With Gillian though, she is afraid. She obviously has a lot of experience and Cate has never even gone down on a woman before. She doesn’t want to embarrass herself in front of Gillian, but she doesn’t want to just receive and never give either.

It’s only logical to ask for help, then. And since the number of persons she can talk to about this topic is fairly limited and since Gillian seems to be the woman with the most experience in that regard, why not simply ask her for some guidance?




“Just to make sure I’m getting this right… you want me to teach you how to eat pussy?”

Cate is glad she’d decided against taking a sip of her water right now because it’s embarrassing enough to choke on air, a surprised little yelp leaving her lips at the blunt way Gillian repeats her question.

“Wha-? Nooo,” she splutters immediately, her face bright red and flaming hot under Gillian’s knowing smirk. Cate stares at her hands, unable to meet her eyes, and coughs. She can still feel Gillian’s gaze on her, silently waiting for her to get her body back under control. “I mean... maybe?”

Carefully, Cate looks up and meets Gillian’s eyes, expecting a smug grin, and she’s surprised to find her watching her with unexpected joy. To be able to stun Gillian into silence like that, it makes her brave enough to stutter out an explanation.

“I just- you always- and I never… returned, you know… the favor? And don’t get me wrong, I’m not complaining about you doing… what you’re doing. To me. But-” A huff leaves her lips, bringing a stop to her flinging arms and wildly gesticulating hands, making it seem like she deflates a little at the sudden stop of her words. She sighs deeply, then gathers her thoughts and starts again, this time trying to make more sense. “But I wanna make you feel good too. Last night you made me come five times, while you only came once… and you even had to help with that.”

Cate lies back down, her head on the pillow next to Gillian’s and her hands folded beneath her cheek. She’s staring at the redhead intently, who hasn’t changed from her position on the bed since Cate had recovered from her orgasm to find her lying next to her, soft fingers gently traveling up and down her body.

“I haven’t been with many women and I’ve never pleasured one with my mouth before. But I wanna do that to you and I want you to enjoy it, so I guess… yes, I am asking you to teach me how to eat pussy.” Her face is still red, she can feel the heat reaching down her neck, but she’s determined to get her point across. With her breath held she waits for Gillian’s reaction, studying her face intently, hearing her heart thud over the sound of rushing blood in her ears.

Finally, after what feels like an eternity to Cate, the smile on Gillian’s lips grows. There is still a glint of smugness around the corners of her eyes but Cate’s words seem to have had the desired effect.

“I like making you come, Cate, it gives me enough pleasure. You don’t have to feel bad about this ‘imbalance’.” Gillian forms air quotes with one hand. Her words are softer and kinder than Cate would have expected but she still wants to object and insist. Before she gets the chance though, Gillian has already spoken up again. “But if you really want, I can try to give you some tips.”

With a fluid motion Gillian leans forward until her naked body is pressed against Cate’s, capturing her lips in a searing kiss that leaves her breathless. She feels Gillian’s tongue stroking her own and the faint taste of her own pussy fills her senses. It makes her take charge, lean up and roll Gillian on her back. It’s an unusual position for them but the way Gillian follows her lead gives her the confidence to go on, to hover above the redhead, devouring her mouth and letting one hand slowly travel the length of her short body.

For a moment she can feel Gillian’s hands on her back, pulling her closer, before she seems to remember their switched roles and relaxes her grip. They travel up her back unhurriedly and finally slip through blonde strands, then start to massage Cate’s scalp soothingly. A tiny moan escapes Cate’s lips at the feeling and soon they have to break for air.

Cate latches onto Gillian’s neck, continuing to kiss her there, as Gillian suddenly breaks the silence.

“Okay, first tip if you wanna drive a woman insane with just your lips: go slow, really slow.” Cate hums in understanding, thankful for the advice but secretly sure she wouldn’t have made the mistake of going too quickly anyways. Despite her eagerness to try this, there is also a lot of nervousness that makes her hesitant and she’s really glad for the excuse to take this as slowly as she needs to.

Above her, Gillian continues to mumble on in her deep, husky voice. “Make her wait, make her crave every touch of your tongue. Don’t just kiss, but switch it up: Lick her skin, suck on it, nibble on it. Depending on what the woman likes, you can even bite her carefully.”

Instantly Cate tries to put the theoretical learnings into practise, sucking and licking on Gillian’s skin and reveling in the quiet, soft sighs it elicits from the woman beneath her.

“How do I know if she wants me to bite her?” Cate’s words are muffled against Gillian’s skin, sending vibrations through the redhead’s body, who answers with a soft sigh. “Try nibbling, then carefully add teeth. Watch her reactions, you need to be very attentive. A lot of women aren’t very talkative in bed so you have to learn to read their body language.”

Cate does as told, nibbling on Gillian’s collarbone, then carefully adding a gentle scrape of teeth. The reaction is instantaneous and she shouldn’t be surprised to learn that Gillian not only likes to be bitten but is also very responsive with her reactions. A small surge of pride flows through Cate at hearing the choked groan when her teeth leave light imprints on Gillian’s fair skin.

It takes her several minutes to reach the ample breasts and she immediately engulfs a pebbled nipple with her hot, wet lips, tearing a small moan from Gillian. This part she knows, she’s done this many times before and enjoys the feeling of the small, hard nipple beneath her tongue, sucking and licking it while squeezing the round flesh of the breast with her hand.

“Yes, god, that’s good,” Gillian breathes above her and Cate feels light headed at the praise. “Don’t keep your lips on the most obvious places, wander around a bit, especially in the beginning. Kiss her whole body, her back, the insides of her elbows and knees, her belly button. Gather as much information as possible about what your partner likes-” Her lecture is interrupted by a quiet but raw sounding moan as Cate takes this moment to slightly bite her nipple. “-fuck yes! Now switch to the other one and use your hand to continue teasing the first one.”

The order makes Cate shiver slightly before quickly following the instructions. Slowly, she licks her way to Gillian’s other breast, takes her time to nibble the round flesh and scrape her with her teeth before finally closing her lips over the hard nipple, while her fingers take up the job of pinching and stroking the abandoned, wet nipple. Gillian’s hands tighten in her hair as if on command, tearing a low moan from Cate’s lips that travels over Gillian’s sensitive skin. The fact that she can draw these reactions from Gillian seems almost impossible to Cate, as if she’s dreaming all this. She tries to imagine what Gillian will look like when Cate makes her come with her tongue on her pussy, what she will taste like. What if she doesn’t like the taste, though? Or worse, what if she won’t manage to make Gillian come?

For a moment Cate gets worried and her attention to the task must have drifted enough for Gillian to notice. She slips a hand out of the blonde hair, sliding it down and laying it on Cate’s cheek to lift her head and connect their eyes.

“We don’t have to keep going, you know?”

Cate can see the bright blue of her eyes return as her pupils start to recede again. Her breathing is still a bit laboured but her words seem sincere and slightly concerned. It makes Cate’s heart swell and she hurries to explain her hesitation.

“No no, it’s not that. I really want to do this.” As if to prove the truth of her words, she leans down again and sucks Gillian’s nipple in, letting her tongue stroke over it. She can still feel Gillian’s unsure eyes on her though, so she lays one more kiss on the wet pebble, then raises her head again. “I’m nervous… and worried that I won’t be able to make you come.”

With a pull of her hand Gillian brings Cate’s face closer, sitting up in the process to meet her in the middle and kissing her quickly but deeply before breaking apart again. “Then that will be fine, too. I told you, I get enough pleasure from making you come.” The words are spoken so sincerely that Cate can’t help but believe them. “And besides-,” Gillian smiles and gives her a cheeky wink as she lies back on the bed again. “-from what you’ve done to me so far, I find the chances of this not ending with a mind blowing orgasm to be very slim.”

The words send a flash of pride and motivation through her and Cate feels herself blush a little bit. She didn’t want to stop before but now she really wants to prove herself. She takes the nipple between her lips again and sucks it in, enjoying the breathy sigh it elicits from Gillian.

Slightly impatient now, she only spends a minute on Gillian’s breasts before moving further down her body. She forces herself to take it as slow as possible, spends a minute to lick the place where the round flesh of the breast meets the hard sternum, then sucks it hard until a dark spot appears on the pale skin.

As she passes the belly button, tickling it with the tip of her tongue before sucking another hickey right next to it, her heart starts to pound in her ears. By the time she places soft kisses on light brown curls, she can already smell Gillian’s arousal, the heady scent drifting up and making her moan in pleasure.

“Remember: go slow, tease, pay attention to your woman’s reactions.” Gillian’s voice is obviously strained, like it’s taking an effort to press out the words between the heaving panting of her breath. “Go from the outside in, flat tongue first, add the tip later.”

Cate takes a moment to get settled in between Gillian’s legs, copying the way she’s watched Gillian do many times, lying on her belly with her face above the junction of Gillian’s legs, her upper body propped up on her elbows and her arms sneaking underneath Gillian’s thighs. Her hands hold the naked flesh of Gillian’s hips, her fingers slowly stroking over soft skin and Cate decides to steal a moment to take it all in. The slight twitch in Gillian’s thighs, her blown pupils when she lifts her head to look down her body, her wet lips and heaving chest… Cate knows she’ll never forget a single detail about this.

And then she looks down, to the glistering pussy before her, spread out and stunning. Of course Cate has seen naked women before, even up close. But she’s never taken the time to really look, to appreciate every fold and wrinkle and the incredible scent that’s fogging up her mind.

“You’re beautiful,” she whispers before taking a deep breath and leaning down. She follows Gillian’s direction, starting out with the flat of her tongue, dragging it from her wet pussy to her pulsing clit, collecting most of the arousal in one go. The salty taste is the first one she experiences, but a sweet flavor follows soon. Cate has to admit that it’s not her favorite taste and not exactly what she’s expected, but at the same time she feels addicted to it, instantly wanting more of it and so she repeats the action, her eyes falling close as the sweetness of Gillian’s arousal makes her moan involuntarily, her tongue sliding over wet folds over and over again.

“Slow down, tiger.” Cate stops and lifts her head, her eyes connecting with Gillian’s. She has been so fixated on tasting Gillian that she’s completely forgotten about Gillian’s advice. “Go slow, or your tongue will get tired, probably cramp too. It’s not used to this kind of exercise.”

Once again Cate leans down, this time more concentrated on what she’s doing and what kind of reactions it draws out of Gillian. She strains her ears for every little sigh and moan, puts extra attention to the way Gillian’s hands tighten in her hair.

“Switch it up a bit, use the tip of your tongue to softly tickle the outer folds.” Gillian sounds out of breath, as if she’s in the middle of a workout. “Only touch the clit on every third brush now and only lightly.. it will make your woman desperate for it.”

Cate gives a small nod of understanding, then does as suggested, softly and lightly stroking the tip of her tongue over the swollen outer folds of Gillian’s pussy. Instantly she can feel a response in the tightening of the hand in her hair and decides to very gently flick her tongue over the hard clit.

“Yesss.” Gillian’s response is instant and Cate revels in the sharp hiss as she draws air in through her clenched teeth. She feels a desperate need to hear it again, but refrains from repeating the same flick too soon. Instead she chooses to try something Gillian hadn’t suggested and would hopefully not expect, as she turns her head to the side and latches her lips to the soft thigh she finds there, sucking sharply.

“Fu-” The word gets stuck in a low growl and her hips cant off the bed, and Cate can’t help but feel proud of being able to draw a reaction this strong from Gillian. She feels Gillian’s hands leave her hair and fly to her own hands, that still lay at Gillian’s hips.

“Hold down my hips, especially when you move your mouth back on my pussy. You don’t wanna get hit in your head with a pelvic bone.. those can be hard.”

Cate scolds herself, she really should have thought of that herself. But at the same time she can’t be too torn up about it, feeling too happy to finally turn Gillian’s breathing into a heavy panting. “Some women will also close their legs in reflex. Put your arms over their thighs to keep them apart, if that happens.”

Cate tries to store all this information, all while trying all kinds of licking and sucking, switching up the roughness and places but still mostly avoiding the clit. It takes about ten minutes for her tongue to start hurting. It starts with a light twinge but the more she keeps licking and flicking it, the stronger the pain gets and after a little while she can’t help but stop her ministrations in order to relief the pain.

“Is your tongue cramping?” Cate nods her confirmation and she’s relieved to hear understanding in Gillian’s voice instead of disappointment. “It’s fine, it happens a lot. Try sucking in the folds of my lips, it gives your tongue a chance to relax.”

Quickly Cate follows the advice, pulling the swollen and glistening lips of Gillian’s pussy into her mouth, sucking on them hard and fast, glad to be able to rest her tongue for a bit. “If your jaw starts to cramp next, try placing kisses with your closed lips. And of course you can always use your fingers to rest your tongue and jaw some more.”

Cate sticks to sucking in every inch of Gillian’s pussy, too stubborn to use her fingers because she really wants to pleasure the redhead with just her mouth but it’s only a few minutes later when her jaw does indeed start to cramp a bit. She closes her lips, choosing to try some kisses, still not wanting to bring her fingers into the mix, determined to make Gillian come without them.

The first few closed-lipped pecks on Gillian’s pussy don’t produce much reaction though, except that Gillian’s panting evens out a bit, and Cate fears that she is ruining everything by not continuing the stimulation. She moves up then, and places soft kisses directly on Gillian’s clit, happy to get a positive reaction out of it as the other woman hums in pleasure. It’s obvious that this isn’t enough to bring Gillian closer to orgasm but luckily a few dozen seconds of this are enough for Cate’s muscles to have loosened up again.

Cate goes back to licking deeply through Gillian’s folds, enjoying the taste of her more and more with every swipe. She listens to the sighs and moans and growls of the other woman and glows with pride when she starts thrusting her hips.

“God, yes.. keep doing this.. this-”, Gillian’s voice has grown rough and low and the words are pressed in between heavy panting. Cate recognizes the cants of Gillian’s hip, the attempts at non-verbal communication, her desperate tries to make her partner understand what she wants more of, and she tries to understand what Gillian isn’t saying with words. She notices a thrust upwards whenever she sucks on the inner folds beneath the clit or when her tongue slides over the clit. Her hips dip down when Cate puts her tongue inside Gillian’s entrance and she quickly changes tactic.

“Gimme.. your hand.. put it-” Gillian chokes out, her hand grabbing Cate’s and pulling it up a bit. Quickly Cate slips her arm out beneath Gillian’s leg and lays her hand back on her hips, waiting for Gillian to take it and pull it up, guiding Cate’s hand to her breast and squeezing it close, a guttural growl escaping her lips as her back arches off the bed.

It’s tricky to keep her mouth on Gillian’s pussy while also massaging her breast, not losing track of both ministrations but the frantic way Gillian moans and moves has Cate concentrating hard. She thinks that Gillian might be close to her orgasm and since she can already feel a new cramp starting at the edges of her jaw again, she grows desperate to achieve this goal quickly.

Cate takes a second to think back on the moments shortly before her own orgasms and what it is that makes her tumble over the edge but the only thing she can come up with in this situation is the evenness of the ministrations. Especially with someone as talented as Gillian, it has never mattered to her what she was doing, as long as she was keeping a regular rhythm and not changing the pace.

“So close - fuck Cate - suck - please, oh god - suck on my clit and.. flick over it - tongue.. same time - fuck plea-,” Gillian is babbling above her, her hips thrusting wildly, meeting the rhythm of Cate’s licks. Her one hand is still lying above Cate’s, the both of them squeezing and kneading Gillian’s breast in tandem, as the other one falls back to Cate’s head, her fingers quickly sliding through blonde hair before gripping tightly and pulling her up so Cate’s mouth is on the pulsing nub.

A rumbling growl ghosts over Cate’s lips at the rough way Gillian is guiding her and the vibrations make Gillian jump and curse. Cate has never seen Gillian like this, without any control or worry, hot and flustered, a deep red blush covering her whole body, curses and moans leaving her mouth on every breath. She revels in it, in the sight of her, the knowledge that she is doing this to Gillian, that it’s her who is giving Gillian this intense pleasure and Cate knows that she will never grow tired of it, that from now on she will spend ages between women’s legs.

As soon as her lips close over Gillian’s clit, Gillian pulls her head even closer, her grip in Cate’s hair starting to sting slightly. Without hesitation Cate sucks the hard nub in, pulling it between her lips and lets her tongue slide over it. Instantly, Gillian’s hips cant up and a thick, harsh growl fills the room.

“Yess - please plea- yes yess.”

Above her Gillian is a babbling mess and Cate can’t believe she managed to reduce the great Gillian Anderson to this pleading and mumbling woman. She gives Gillian’s breast a tight squeeze and sucks hard on her clit, her tongue flying over it again and again, when the cramp reappears suddenly. She can’t stop now, though, knows that Gillian only needs a tiny push and in a desperate attempt she pinches Gillian’s nipple and scrapes her teeth over the clit, gently and not too much, her tongue instantly soothing the slight pain.

With a deep, husky groan Gillian pushes her hips off the bed, her back arching, pressing Cate’s face hard against her. The muscles in Gillian’s thighs tighten and press close around Cate’s head and for a moment Cate feels like she might suffocate with her face pressed into Gillian’s pussy.

It takes about ten seconds for Gillian’s legs to let go of their hold on her, until her whole body slumps back on the back and the grips on both Cate’s hair and hand loosen. Cate carefully licks over Gillian’s clit but like in a reflex, Gillian’s hand grabs her hair again and pulls her head back, her hips dipping down in an effort to escape the overstimulation.

She doesn’t want to cause Gillian any discomfort so she slowly disentangles from her body and moves up to lie next to her. With a hunger in her eyes she takes in the sated and glowing state of the woman beside her, her heaving chest and closed eyes, her teeth biting down on her lower lip and her hips still thrusting in a lazy rhythm, small and gentle movements that don’t meet anything but air.

For the first time since she’s first put her lips on Gillian’s pussy and tasted her juices, Cate becomes aware of her own arousal, the sticky substance smeared on her upper thighs and probably sticking to where she’d been lying only a few minutes earlier. Her tongue flicks out and swipes to gather the sticky arousal that’s still left on her lips and cheeks and jaw and her hand slowly travels down her body until her fingers glide through wet folds. With her eyes fixed on Gillian’s flushed skin, listening to her tiny sighs, remembering her rough grip and tight legs during her climax, Cate starts to tease herself, slowly and lazily.

“You’re insatiable.”

Gillian’s words are mumbled but her eyes are alight with a burning fire, a hunger blazing through them. She turns on her side, grabs Cate’s hand and brings it up, wrapping her lips around Cate’s wet fingers. The vibration of Gillian’s hum travels down Cate’s hand and she can’t suppress the moan that escapes her lips. Her fingers slip from Gillian’s mouth and Gillian lays her hand on the back of Cate’s neck to pull her closer, engulfing her in a messy kiss that tastes like a mix of both their juices.

“That was amazing, lots of potential.. I’ll make a world class pussy eater out of you.” She presses her lips back on Cate’s, her teeth nibbling on Cate’s bottom lip, drawing a husky growl from her. “When I’m done with you, you won’t get any cramps anymore because your muscles will be used to the workout. You’ll be able to spend hours between a woman’s legs, you’ll know exactly how to keep her on the edge or make her come within seconds.” The words drive Cate insane, the image of herself appearing before her inner eye, pleasuring a faceless woman for hours on end and a whispered “God yes!” falls between them. “Yes please, teach me everything,” Cate moans, then grabs Gillian’s hand and puts it between her legs. “But first, make me come.. please, I need you again!”