Author's note: So here is my first Faberry one-shot! I hope you all enjoy.

This is set during "The First Time" episode.

Disclaimer: Do not own glee

Happy reading and please review! :D


It's just another ordinary day for the students of McKinley High. The third period bell had just rung and students are filling the hallways, heading off to their lockers and then to their next classes. Santana is on her way to find her best friend and somewhat girlfriend, Brittany when she's stopped short by none other than Rachel Barbra Berry.

"Santana!" she yells, her eyes wide and her appearance slightly frazzled. "I've been looking all over for you, come on we need to practice" she says, grabbing the Latina's hand and dragging her towards the auditorium.

"What the fuck Manhands, let me go" Santana snaps, snatching her hand back from the shorter brunette who blinks in confusion.

"Santana please, let us not delay any further. If we are going to perform a successful rendition of 'West Side Story' then we must practice at any given opportunity" Rachel says quickly, reaching for Santana's hand again.

"I said no, Rachel" Santana enunciates clearly. "We just practiced yesterday and we totally killed it".

"Santana please, yesterday's rehearsal was mediocre compared to the original. This show has to be as perfect and as outstanding as possible and with our talent, it can be. We need to put forth our best efforts and make this happen, I need this to happen" Rachel pleads.

"Chill out, Berry. What's the big deal, it's just a school play" Santana scoffs, even though she knew it isn't. She's not big on the whole musical aspect, but she loves singing and she loves being in the spotlight.

When Santana first learned she got the role of Anita, she practically screamed with joy. It isn't one of the main roles, but it is step closer to becoming the next and Santana's determined to make it big. It's one of the reasons she joins the Trouble Tones in the first place, Santana wants her chance to shine.

"There are going to be talent scouts there, Santana" Rachel rushes out. "Do you even know how big of a deal that is?" she askes in bewilderment. "The recruiter from NYADA is coming, do you know how hard I worked to get him to come?" she askes, her breathing increasing with every word she speaks. "It took weeks of convincing Figgins to agree to it and even then, he had to pull strings to get the guy to come".

Santana rolls her eyes at the girl's dramatics. "Okay, so he's coming. Big fucking deal, I don't want to go to NYADA. I'm already on top of my game, if anyone needs the extra practice it's you" she says, jabbing her finger into Rachel's chest.

Rachel gasps, taking a step backwards as if she'd been slapped. "Surely you don't mean that as my talents are far superior to yours and my musical knowledge greatly exceeds your own. I will pretend that you did not just insinuate that you are better than me in any shape or form and ask that we head towards the auditorium to practice".

"You're fucking insane, Berry. The only time I'm practicing is when Artie says so, got it?" Santana asks, shaking her head. Seriously, the girl is overbearing and extremely controlling, she's practically bouncing from foot to foot waiting to go practice something she could do in her sleep.

"Santana, please I am begging you. I'll do anything you want, just please practice with me. This is the only free period I have all week and it needs to be dedicated to the musical" Rachel says, her body tight as if she were fighting to stay awake.

"Are you okay, Berry? You seem a little off?" Santana asks hesitantly, squinting her eyes as if to get a closer look at the shorter girl.

As much as she hates to admit it, she considers Rachel a friend. Popular to contrary belief, Santana Lopez does have feelings and she looks out for the few people she cares for. They'd been through a lot as teammates and although she'll never say it out loud, she cares for the little diva.

"I'm perfectly fine, I just haven't been getting my full eight hours of sleep lately and I'm a little tired. No need to worry though, I've upped my daily vitamin regime to deter any chances of illness while I accomplish my goals" Rachel assures, her smile plastered back on her face, but her eyes not shining nearly as brightly.

"And your goals would be?" Santana asks, her eyebrows arched in interest.

"The musical of course and getting myself and Kurt into NYADA" she says surely with a nod. "Although I am running out of things to put on my resume, do you have any suggestions? I need to appear as well rounded as possible" she asks desperately.

"Relax Treasure Trail, I'm sure you'll make it in. You're Rachel fucking Berry, you have it in the bag, it's like in your blood or some shit" Santana shrugs as she rolls her eyes.

"You didn't see them, Santana" Rachel says, her head shaking in disbelief. "They were so good, better than anything I've ever seen before. If I want to make it in, I have to be better than them".

"Okay fine" Santana sighs, it's clear Rachel is not letting this go and she hates seeing the girl so stressed. "But I'm not staying the full period, this is Britts only free period and I to get my mack on" she points out, refusing to give in that easily. She is a badass after all.

They head towards the auditorium and not two seconds later does Rachel begin ordering Santana around, demanding that she 'fix her stage presence' and telling her that she needs to put more emotion into the song.

"Santana, honestly it's like you're not even trying" Rachel complains.

"Berry, I'm only going to tell you one more time to calm the fuck down before I go all Lima Heights on your midget ass. I am trying Rachel, not everyone is as batshit crazy about things as you are. The play is already amazing because I'm in it, so just chill. Everything's going to be fine" Santana smirks as she admired her nails.

"I'm sorry" Rachel whispers, "I've just been so stressed out about everything and I'm taking it out on you, can we please practice the song once more?" she asks, her big brown eyes swimming with unshed tears.

"Didn't you just hear a word I said? You need to take a break and get some sleep, you look like shit and your voice sounds like nails on a chalkboard. I'm only telling you this because I'm trying to look out for you, Berry. You need to stop, it's getting out of hand" Santana says, stepping closer to the overwhelmed girl.

"I c-can't Santana, if I stop then everything will go wrong. There's so much to do with school and college applications, at home because Daddy was just laid off, and with F-Finn" she stutters and quickly covers her mouth when she realized how much she's just revealed in her mini breakdown.

"What's going on with you and Finnocence? I thought everything was cool between you two. Didn't you guys like finally hook up?" she asks.

"N-no, he turned me down after he found out I was only doing it to relate with my character. Artie suggested that I loose my virginity so I'd play a better Maria, but Finn didn't want me" Rachel says dejectedly.

"To be honest he probably did you a favor, sleeping with Finn is like being smothered by an elephant. You need someone to help you relax, not to rile you up even more and considering the fact that Frankenteen has as much brains as a sack of potatoes and the sex appeal of a nursing home patient, you got lucky" Santana says, lazily reclining against the piano.

"Santana, that is not the point. Can we please focus on the song and forget about everything that was just said?" Rachel pleads.

"No, I wanna know why you're wound up so tight and don't give me any bullshit about how important this role is to you because you and I both know you could pull it off in your sleep. Why did Artie want you to loose your virginity, what does that have to do with your character?" the raven haired girl asks, her hand planted firmly on her hips as if she weren't giving up until she got to the bottom of this.

"He wants me to loosen up and be able to connect with my character, it is a love story after all" she states. "He said I was focusing too much on the little stuff and that I needed to relax and see things in a different light. He claims that intercourse would help me to see those things and that loosing my virginity would be well worth it" she sighs. "But as usual, I let my obsession with Broadway get in the way and now Finn isn't speaking to me. I wanted to call a meeting with the celibacy club and figured out how to fix things, but I just haven't had the time".

"Look, Berry, do you want my honest opinion about this?" Santana asks as Rachel nods skeptically. "You don't need to sleep with Finn to be a better Maria, what you really need is a mind-blowing orgasm to relax you a little".

"I-I don't.. . . how is that supposed to help?" she asks completely flustered.

"Are you kidding? Have you ever even had an orgasm?" Santana asks, noticing the blush that spreading across Rachel's cheeks.

"This is pointless, can we please direct our attention to the play?" Rachel begs, her face bright red and her breathing harsh.

"No way, I don't believe it!" Santana laughs. "You've never had an orgasm, that's why you're so damn annoying. Shit, Berry, if I knew that I would have helped you out a long time ago! You're not crazy, you just need to get laid".

"Santana!" Rachel yells trying to silence the girl. "My sex life is none of your business and your crudeness is repulsing. It's almost as if you lack a filter system!" Rachel screeches.

"So, what's the problem? Why haven't you handled it yourself since Finn obviously can't or won't for that matter?" Santana asks as Rachel begins packing up her things.

"I refuse to have this conversation with you, especially since you and my boyfriend have history. It's none of your business what I do with my life and I hope you work on the song on your own time because you go flat at the last note in the second verse every time and I cannot afford for NYADA scout to catch that" Rachel says as she flees the auditorium leaving Santana with a huge smirk and a plan formulating in her head.

"Hey Britts!" the dark haired girl calls, making her way towards the blonde.

"Hi San, why are you so happy?" she asks, shoving her unopened math book into her locker.

"You'll never believe what I just found out!" the Latina exclaims.

"That I let Mr. Tubbington take bubble baths when nobody's home?" Brittany asks, her eyes wide with curiosity.

"Um. . .no it's even better! You'll never believe it B, but Berry has never had an orgasm!" Santana whisper yells.

"So she hasn't seen the unicorns and the rainbow stars?" the blonde asks in shock.

"What?" Santana asks, shaking her head. She loves Brittany, she really does, but sometimes she wonders about where the girl's head is half the time.

"That's what I see when I come" Brittany smiles. "It so magical!"

"Yea, so what do you think we should do about it. I mean, if we can help her, maybe she won't be as fucking crazy as she is now" she asks.

"I don't know, San. I'd like to have sexy times with Rachel, but you promised it'd just be you and me this time remember?" Brittany asks.

"Yea, I guess you're, but what are we supposed to do? Berry's gone mad and she's pissing everyone off, even Mr. Shue. He was like two seconds away from kicking her out of Spanish class. Someone needs to help her and it can't be Finn, he's absolutely useless in the sex department" Santana says, tapping her finger against her chin.

"What about Puck, he likes Rachel right?" Brittany asks.

"No, that's too risky. If Finn even suspects that Rachel's hanging around Puckerman, he'll flip his shit. We don't need anymore glee wars around here" Santana says, her eyebrows scrunching together in deep thought.

"Well, what about Quinn?" Brittany asks.

"Q? Seriously, B?" Santana questions, no one hates Rachel as much as Quinn Fabray does.

"Oh come on, Santi. Quinny likes Rachel, that's why she's so mean to her. Like when boys pick on girls it's 'cause they really like them" Brittany smiles. "And we know how much she likes to have sexy times".

"I don't know, Britts. . ." Santana trails off. Brittany did have a point, Quinn is one hugely pressed lemon. The ex-head cheerio never admitted it, even after she'd fingered Santana while eating Brittany out, but she is definitely a lesbian and she is definitely skilled in the sex department.

"Please, San" Brittany begs. "Just think how happy it'll make, Q? She'll finally get some of the Berry juice she's always wanted" Brittany smiles.

"Why are you so sure that Quinn likes Rachel?" Santana asks. "What do you know that I don't?"

"Remember that one time we went to Quinn's house after Cheerio's practice?" Brittany asks as Santana rolls her eyes. There had been many times at Quinn's house where the girls had gotten a little wild after a grueling practice with Coach Sylvester. "It was the first time we did it in the pool" Brittany clarifies.

"Okay?" Santana asks, "What does this have to do with Berry?"

"You went inside to get some lemonade and left us in the pool. We continued where we left off without you and when Quinn came she called me Rachel" Brittany explains.

"No fucking way?" Santana gasps, suddenly getting an idea on how to make her best friend and the little diva happy.

"She made me promise not to tell anyone and when I asked her about it she said that she sometimes imagines that it's Rachel fingering her instead of me or you" Brittany continues. "You can't tell her I told you, I can't break a pinky promise!" Brittany says, shaking her head furiously, her blonde ponytail whipping back and forth.

"I won't. B, you are a fucking genius" Santana beams. "All we need to do is let Quinn get Rachel off and we'll be free of all her crazy!" Santana exclaims.

"It's a great plan San, but how are we gonna get Rachel to go along with it. She has a boyfriend and I don't think she'd cheat on him" Brittany says warily.

"Well then, we won't give her much of a choice then will we?" Santana smiles. "As soon as the bell rings, you go find Q, and I'll go hunt down Berry. This is going to work, B and when it does those two won't know what hit them".

"Whatever you say, Santi" Brittany smiles as she skips off to her next class.

It's just an ordinary day for Quinn Fabray. She sighs as she leans her head on her hand, tapping her pencil against her desk. It's last period and all she wants to do is go home and take a cold shower.

She shivers slightly as she lets her thoughts wonder back to glee club and a certain brunette wearing a very, very short skirt. They were just goofing off, dancing around the room and singing loudly because they could. It's been a rough year for Quinn and when she sees Finn Hudson twirling around a brightly smiling Rachel Berry, she can't help but feel sad.

She's not pining over Finn; she's way over him and any other guy for that matter. Her heart has always belonged to Rachel, the loud, obnoxious, Jewish girl with the million dollar smile and a heart of gold.

She wasn't always gay obviously, she got pregnant her sophomore year. She's assuming it's because men always seem to disappoint her that she likes women, but she doesn't care to much to analyze it. The one thing she's sure of is that she's head over heels for Rachel.

She's not sure when this infatuation with McKinley's resident diva started, but she's glad it did. She's become a better person because of Rachel and the little star doesn't even know it. Ever since she'd stopped fighting for Finn and striving to stay on top, she's been happier. She's just being herself for once and she owes it all to Rachel.

She sighs as the final bell rings and she heads to her locker. She can hear Brittany calling her as the girl approaches her dressed in her Cheerios uniform. If it's one thing she misses, it's cheerleading. She loves the rush of being on top of the pyramid and the power that came with being the captain.

"Hey Britt, what's up?" she asks, grabbing her coat and bag from her locker.

"I'm not supposed to say, I'm just supposed to bring you to the choir room" Brittany says, grabbing Quinn's arm.

"Britt, why am I going to the choir room? What are you doing?" Quinn asks. She can't help but laugh at the determined look on Brittany's face.

"It's a surprise, I think you'll like it!" Brittany smiles.

"I don't want a surprise, Britt I just want to go home, it's Friday" Quinn whines.

"Trust me, Quinnie, you're really really gonna like this surprise" Brittany smiles widely.

When they get to the choir room, it's completely empty as well as the rest of the school, it is a Friday after all, and what kid would want to spend another minute in this hellhole?

"Santana, why are we going to the choir room, if we're going to practice we need to do it in the auditorium where there are better acoustics" Rachel complains.

"Christ, Berry can you just shut up for five minutes. I told you I forgot something" Santana snaps.

"Fine, but I don't see why you. . ." she stops short when she sees Brittany and Quinn standing by the doorway. She turns to make a run for it, whatever those three have planned, it can't be good. People called them the Unholy Trinity for a reason.

"Not so fast, Berry" Santana says, snatching the brunette back by her collar. "We're not going to hurt you".

"Y-you're not?" Rachel blinks in confusion.

"No, you're our friend Rachie" Brittany smiles. "We want to help you".

As soon as Quinn sees Rachel she pales. She's been hot and bothered all day since she got a glimpse of Rachel's silk panties during glee and the last thing she needs is to be around the girl when she's this turned on.

"Help me with what?" Rachel demands. "I don't recall you three ever going out of your way to do something for me, unless it involves torturing me in some way and making my life miserable" Rachel spits.

"Look we've already apologized for whatever happened in the past, Santana, will you please explain to us what is going on?" Quinn asks. She can feel her body getter hotter as Rachel gets closer and closer to her. Her strawberry shampoo is overwhelming and Quinn's quickly loosing control.

"Okay, here's the deal" Santana begins. "Rachel has never had an organism before, how she was living I'll never know, and you are going to give her one" she says, pointing at Quinn.

"M-me?" Quinn falters. Suddenly it's entirely too hot in the hallway and the air hass completely disappeared. Her throat completely closes up and she begins panting and gasping for breath.

"Oh, don't get your panties in a bunch now, Q" Santana laughs. "We all know how talented you are with your fingers and your tongue, all we're asking is that you show Rachel a good time, now is not the time to get shy".

For the first time since she's arrived, Quinn makes eye contact with Rachel. The girl is just standing beside Brittany with her mouth wide open and her cheeks tinted an adorable shade of pink. She shakes her head and tries to make sense of what is coming out of Santana's mouth. She looks over to Rachel again and the girl hasn't moved an inch, she just stands there blinking her eyes senselessly.

"Come on Quinnie, we all know you like Rachel. You told me how much you wanted to taste her, this is your chance" Brittany whispers too loudly and everyone hears.

Quinn quickly snaps her attention to Rachel who is quickly turning into a tomato, she doesn't say anything so Quinn prays that maybe she didn't hear what was said, but then she looks over at Santana who has the biggest shit-eating grin on her face and she knows it's a lost cause.

"Rachel, I can explain" Quinn starts.

"Allow me" Santana interrupts. "Rachel, Quinn is totally gay for you. I'm sure she'd love nothing more than to help you with your little problem considering the fact that you probably star in every single one of her wet dreams" the dark haired girl smirks.

"B-but you hate me" Rachel whispers shaking her head and Quinn felt her heart burst into a million pieces.

"I don't hate you Rachel" she says, stepping towards the smaller girl. "I'm jealous of you, you always knew who you were and you weren't afraid to show it and when you went after Finn, I guess I just lost it" Quinn shrugs. "I'm so sorry if I ever hurt you, Rachel. You have to believe me when I tell you that I won't do it anymore. I really do like you".

"Aw, isn't this sweet?" Brittany cooes, her pinky interlocking with Santana's as she rests her blonde head on the darker girl's shoulders.

"Yea, yea, enough with the mushy shit. Can you just get it on already, it's like watching a sappy movie and waiting for the people to fuck because you know it's bound to happen, but they never do and they drag it on forever" Santana retorts.

"Santana!" Rachel yells, scaring everyone. "I don't know who you think you are forcing me into this, but I can assure you it will never happen. I have a boyfriend, a boyfriend and I will certainly not engage with any sexual activities with anyone besides him" she scoffs.

"Oh please, Berry don't act all innocent me and Britts totally caught you checking Q's ass out the other day. You may seem all uptight and shit, but we all know you just need to get laid" Santana says bluntly.

This time it was Quinn's turn to blush. She likes Rachel, she really does, but she wasn't about to ruin the girl's relationship with her boyfriend, she respects her too much to do that.

"I think Rachel has a point" Quinn says softly. "You can't really expect us to do this, Rachel is in a relationship".

"Ay dios mio! Why do I have to do everything myself?" Santana asks, throwing her arms into the air. "It's like my Abuela always tells me, 'if you want something done right, then you need to do it yourself. Britt grab Rachel, this is going to happen whether they like it or not" she says, grabbing a hold of Q's arm.

"Put me down!" Rachel shrieks as Brittany tosses the girl effortlessly over her shoulder.

"Nope, not until Quinnie makes you cum" Brittany says, patting Rachel on the head like a dog.

Both girls are deposited in the choir room and the door is shut tight in front of them, there's no other way out. "Santana!" Rachel screams, stomping her foot. "You let us out this instant! I don't have time for these games, I have a college essay to write! I need to practice for the musical and I have homework! I demand that you release us at once!"

"I don't think she's going to let us out" Quinn whispers stepping up behind the shorter girl.

"This is all your fault!" Rachel yells, whipping her body around to come face to face with the blonde.

"And how exactly is it my fault?" Quinn asks, her perfectly shaped eyebrow arched in question.

"I-I don't know, but it is" Rachel pouts, her plump bottom lip jutting out.

"You know, we could just do as she says and get it over with" Quinn suggests, resisting the urge to take the bottom lip between her own teeth and suck on it.

"Are you insane?" Rachel screams. "This can't be happening" she murmurs, burying her face into her hands.

Quinn sighs, what the hell is she supposed to do now? There is no way Santana is letting them go without doing this and she can't very well rape the girl. She steps forward and grabs the shaking girl's wrists, pulling them away from her face.

"It's going to be okay, Rachel" Quinn says softly, pushing a lock of chocolate hair behind her ear. "I'll figure out a way to get us out of here" she whispers, her hand cupping the smaller girl's cheek.

Rachel shook as she lifts her head to meet Quinn's eyes. There is something different about the way she's looking at her, something that scares her but at the same time intrigues her.

"It's okay Quinn, I'm sorry for blaming you. None of this is your fault" Rachel sighs, stepping into Quinn's body. She hesitates for a moment before wrapping her arms around the taller girl, pulling her into a friendly hug.

Quinn moans softly as she hugs the smaller girl, her body is so soft and warm. She can't believe how amazing Rachel feels pressing against her and how well their bodies fit together. She lets her hand drop so it's resting on Rachel's lower back where she begins to rub gentle circles. She hears the girl gasp in surprise, but she continues anyway until Rachel let out a soft sigh.

This was Quinn's chance, her chance to get the girl and finally find love. It doesn't matter that her parents will disown her for being gay if this ever got out. Her father is dead in her eyes and her mother barely speaks to her. She knows her friends will support her and that's all that really matters to her because they are all she has left.

She takes a deep breath before sliding her other hand behind the girl's neck, playing the wisps of hair at the base.

"Quinn" Rachel shivers. She's never experienced anything like this before so she isn't sure if Quinn was trying to be a good friend or if she was going for something more. Either way she can't deny how good the simple touches were making her feel. Quinn is gentle and soft, her body's warm and she moves slowly unlike Finn who is always rough and in a hurry.

"Yes" Quinn answers, her lips only millimeters away from Rachel's all she has to do is lean forward a little and she'll finally be able to kiss the girl of her dreams.

"What are we doing?" Rachel whispers.

"Whatever you want" Quinn smiles, leaning in closer to the plump lips of the smaller girl.

"I don't know what I want, this is so wrong and confusing" Rachel says, closing her eyes. She hates that she is enjoying this more than she should. Being in Quinn's arms feels way too good and she feels guilty for even enjoying it in the slightest bit while she is still with Finn.

"Maybe I can help?" Quinn offers, connecting their lips in a sweet kiss.

Rachel gasps as their lips touch and Quinn moans, pulling the girl closer to her. Rachel's lips feel better than she imagined and she desperately wants more. She slowly pokes her tongue out until it touched Rachel's lips. The brunette inhales in shock and moves to pull away, but Quinn holds her close, refusing to give up this opportunity. She slowly runs the tip of her tongue over Rachel's plump bottom lip and when they part she doesn't hesitate to push it forward into the girl's open mouth.

A surprised groan escapes Rachel's lips when Quinn's tongue enters her mouth and tangles with her own. It's soft and warm and tastes like honey unlike Finn who always tastes like salty potato chips and grease. She feels her knees buckle a little when Quinn slides both hands into her hand and pulls gently, forcing their lips together more.

Rachel's body buzzes with excitement while her mind's racing a mile a minute. She can't believe this is happening to her, that Quinn Fabray is kissing her and that she's actually liking it. This is so different than anything she's experienced before and she wants more, she can't help herself and when she pushes her own tongue forward to taste Quinn's mouth, she knew she made the right decision.

"Mmm" Quinn hums when Rachel responds to the kiss. She can feel the other girl's tongue massaging her own as she tastes every inch of the brunette's mouth. She never wanted to pull away, but her lungs are beginning to burn and she is dangerously close to throwing the girl down and having her way with her.

Quinn gently pulls away from her, giving her a soft peck before resting her forehead on the other girl's. She can feel Rachel's deep breaths on her neck and it's driving her insane. She softly kisses the girl's forehead, trailing a few kisses down the side of her neck and around to her collarbones. She peeks up and watches as Rachel's eyes roll into the back of her head, giving her a sign to keep going.

She licks a path up from her neck to the back of her ear and places a soft kiss on her sensitive skin. At this point, Rachel's at a loss for words, she can't think anymore with the way her body is responding to Quinn's actions. She's never been so turned on in her life and she's barely even kissed the girl. Part of her knows that this is so wrong, but the other part is thinking 'Finn who?' Before she can think anymore, her body reacted for her and she ground her hips forward into Quinn's.

She can feel the blonde smile against her neck and she moans as she kisses the sensitive spot behind her ear. Quinn smirks and sucks on the skin holding Rachel tightly as the girl shivered and groans softly.

She gently nips at her neck, savoring the girl's sweet flavor. She wants to be gentle with Rachel, but when her hips rock against hers for the second time, she bites down hard on the juncture between her neck and shoulders.

Rachel yelps at the bite but it turns into a sigh as Quinn quickly soothes the bite with her warm tongue. "I swear, you're going to kill me Berry" Quinn whispers to herself.

She hadn't meant to bite the girl that hard, but the way her center rocked against Quinn's throbbing lower region was just too much. She begins grinding lightly against the girl, trying to relieve some pressure while her hand slips down to cup her left breast in her hand and her lips connect with the brunette's now swollen ones.

"Quinn" Rachel gasps as her hand kneads her breast through her sweater. She's only let Finn touch her boobs once because her had begged her and she absolutely hated it. His hands were way too big and he squeezed way too hard. Quinn is so different with her gentleness as she massaged her lightly, Rachel could feel herself becoming more relaxed and more aroused and embarrassedly wet thanks to the rough bite on her neck. She boldly pushes her chest forward into the blonde's hand and her tongue further into her awaiting mouth.

Quinn chuckles quietly as Rachel thrusts forward, her tongue never leaving Quinn's mouth. She releases the girl's hair and trailes her hand down lower in search of soft skin to touch.

Rachel gasps as Quinn's fingertips make contact with the exposed skin above her waistline where her sweater has ridden up. Suddenly both of Quinn's hands are on her waist, gripping tightly while her thumbs rub soothing circles that are making Rachel dizzy.

She quickly tears her lips away from the blonde's, anxious to taste more of her sweetness. She kisses down Quinn's jaw and around to her neck, sucking lightly and enjoying the sweet honey taste. She loves the new unfamiliar feeling of being with Quinn. Just the thought of being with another woman has her shivering with excitement. She's never considered herself to be gay or even bi-curious, but something about the way Quinn's hazel eyes are looking her up and down and the little breathy moans that are coming out of her honey flavored mouth make her second guess herself.

She continues kissing every inch of Quinn's skin until she feels the hem of her sweater being lifted over her head. Quinn holds her breath as inch by inch of smooth tan skin is uncovered. It's almost as if she is a treasure hunter and Rachel's body is the gold, she wants to dive right in and claim it, but she also wants to cherish each moment.

Rachel watches as Quinn disposes of her sweater, tossing it to the side while her hazel eyes remain locked on Rachel's brown ones. "So beautiful" Quinn whispers, stepping closer to the brunette. She can't lie, the girl is seriously attractive and for a moment she's jealous. Rachel is so perfect and untouched it makes her weak. No one has ever given her what Quinn is about to give her, she can feel a sort of possessiveness washing over her and she's liking it more than she should.

Quinn unbuttons Rachel's skirt, letting it pool at her feet before drinking in her bare physique. She inhales deeply as she feels her insides clutch, her arousal spiking dangerously high when she realizes Rachel looks even more beautiful than what she has fantasized about. She reaches out her shaky hands and places them over Rachel's bra covered breasts, kissing the top of each of them before gently kneading them both. Rachel is absolutely perfect, her skin's so soft and smooth and Quinn has to take deep breaths in order to keep from ripping off the girl's bra and devouring her perfect mounds.

"Oh god" Rachel rasps, her huge brown eyes rolling into the back of her head. All guilty thoughts of Finn have vanished at this point, the only thing she wants is Quinn and for her body to seek the release it needs. She isn't concerned with loosing her virginity at this point, as long as she's with Quinn she knows she is safe. She can tell by the way Quinn is touching her and holding her closely that the blonde cares about her and the lust in HBIC's eyes doesn't go unnoticed either.

"Take it off" she whispers, surprising herself and Quinn with the tone of her voice. It's low and needy and almost sexy. "Please" she begs, pushing her chest forward.

Quinn swallows thickly as she reaches around Rachel's back to unhook her bra. She can feel the girl's nipples straining through the thin fabric and she wants nothing more than to free her of the offending garment. She lets her fingertips brush over the sides of her breasts and over the sensitive skin of her underarms before she undoes the hook and watches as it floats to the ground.

Rachel trembles as she stands naked from the waist up in front of Quinn. She has no idea what is going on in the blonde's head, but her first reaction is to cover herself. She knows she is not a pretty girl, not like Santana or Brittany. Her boobs aren't as big and she isn't as toned as the other girls and to make matters worse, Quinn hasn't moved an inch, her eyes locked on the smaller girl's chest.

She instantly regrets her decision and curses herself for her stupidity. Of course Quinn wouldn't think she was pretty, she's Quinn Fabray, one of the prettiest girls in the entire school and Rachel is a freak.

Quinn watches as Rachel's eyes flicker back and forth, she can practically read the other girl's mind. She slowly reaches out and grabs Rachel's hands, pulling them away. She licks her lips as the girl's perfect breasts are back in view as she moves her hand up to cup Rachel's check.

"You're so beautiful Rachel, you have nothing to hide" Quinn whispers, pressing a chaste kiss to the corner of Rachel's mouth. "You're absolutely perfect" Quinn says softly, kissing down the girl's chest and into the valley between her breasts. "So pretty and perfect" Quinn growls as she firmly grasped each of Rachel breasts, kissing around each of them, avoiding her erect nipples.

Rachel's practically melts in Quinn's arms. If the taller girl had not been holding her so tightly, she probably would have fallen. She can feel herself shaking as Quinn's hot mouth sucks on her skin, her tongue drawing teasing circles around the area where she needs it. She can feel her stomach coiling in a delicious way and she wonders if she was having the same affect on the blonde.

Carefully she pulls away, grabbing Quinn's hands in her own. She laces their fingers together and connects their lips in a scorching kiss, both of them fighting for dominance.

Quinn breaks the kiss first, her chest heaving quickly as she struggles to keep her composure. This is more than she has ever imagined it would be and she's fighting the urge to take advantage of the smaller girl.

Rachel watches as Quinn fights to regain her breath, she likes that she can make Quinn feel this way. It makes her feel powerful and sexy and she wants more. She has to know when this tightening in her lower belly is going to end, it's torturing her in the most delicious ways and she has a feeling it's because of the blonde kissing her. "Your turn" she smiles as she reaches for the zipper on Quinn's dress.

"No!" Quinn snaps, slapping her hand away. "This isn't about me, you need to relax and I'm here to help". She doesn't mean to yell at Rachel, but she can't control herself at the moment. Her hormones are everywhere right now and ridicously turned on having Rachel standing there half naked. The only thing Quinn can do at the moment is stare.

"Well if you're trying to relax me you're not doing a very good job. Locking me in a room with my mortal enemy and expecting me to be calm, let alone achieve an orgasm, which I've never been able to do, is surely not the way to go about it. I'm extremely uncomfortable right now" Rachel huffs as she crosses her arms over her chest.

"I'm sorry" Quinn says softly. "I know these past few weeks have been hard on you, I know what it's like to be under that much pressure and that's why I want to help you, Rachel. I'm not saying that this is going to solve anything because it probably won't and I'm still not entirely sure why I feel the way I do about you, but I do. I care about you so much it's literally driving me insane" Quinn admits.

"Rachel, I-

"Don't talk, please" Rachel begs, her eyes closed tightly and her skin tingling. She saw the way Quinn had just looked at her and it scares her. She should have known this was something more than just a favor. Her heart belongs to Finn, it always will. He was her first boyfriend, her first kiss, her first everything. Quinn is nothing, she's someone who tortured her for years and here she is trying to help Rachel and telling her that she cares for her.

She is just about to call the whole thing off, it was evidently a huge mistake and poor judgment on Rachel's part, she should have never let things get as far as they did. She opens her mouth to speak, but quickly shuts it. She needs this and she needs it badly. Her life has become one crazy mess after the other and she's tired of it. She needs to relax and according to Santana, this is the only way to do it. She has to go through with this, she knows Quinn is serious about this, she's seen it in her eyes. No one has ever looked at her like that, not even Finn. No one has ever made her feel like she was the most beautiful girl in the world like Quinn does.

"I'm sorry, Quinn" Rachel whispers, her voice low and her eyes cast downward. "This is all so strange and so very new that I don't know what to think".

"Then don't think" Quinn says, grabbing Rachel's hand. "The whole purpose of this is to get you to relax, so no thinking. Just let go and feel" she whispers as she unzips her dress and unhooks her bra, pressing their bare chests together.

"Quinn" Rachel breathes, the feel of them together sending jolts of electricity through her body and she shivers violently.

"I'm right here, Rachel" Quinn whispers, her hand tracing patterns over Rachel's hips bones as their chests rub together.

"I want to see you" Rachel says, pulling away from the blonde's warm body.

"No, Rachel I can't" Quinn whispers, burying her fair in the smaller girl's soft brown hair.

"Please?" Rachel begs. "I've never done this before and I just. . ." she's at a loss for words. She has never imagined herself to be in this situation before and never with another girl either. It's all so eccentric and different that she doesn't know what to do. "Quinn?" she asks, she needs to know what to do next. Quinn has been leading her the entire time and now the blonde is hiding from her.

"I'm ugly Rachel" Quinn whispers. "I don't want you to see me, that wasn't supposed to happen".

"Why?" Rachel asks. "I think you're beautiful, you're the most beautiful person I've ever seen. Why do you think you're ugly?"

Quinn sniffles as she pulles away, standing before Rachel in nothing but her pink cotton underwear. "I have stretch marks and scars, my boobs are saggy and my stomach is flabby. Are you happy now?" Quinn asks angrily, tears pooling in her eyes.

In all of her fantasies with Rachel, they are both perfect, they're both virgins. Quinn wasn't supposed to sleep with Puck and she wasn't supposed to get pregnant and ruin her life. She's meant to be with Rachel and they're supposed to be happy and perfect. Quinn's supposed to have two loving parents, not divorced ones and a father she never sees. She is scarred and she never wants anyone to see it, especially Rachel. It's not that she doesn't love her daughter because she does and that is why she gave her up. She needed to move on with her life and never look back. She doesn't want anyone to see her mistake, she already resents herself enough she doesn't need anyone else too as well.

"Yes" Rachel answers, her fingers reaching towards Quinn's stomach. "I thought that I knew what I wanted, I thought I wanted Finn but after seeing this" Rachel pauses, her index finger trailing over a faint pink stretch mark. "I was wrong" she whispers.

"What are you saying, Rachel?" Quinn asks shakily, she can't help the way her body reacts to Rachel, it's like there's a magnet between the two of them, pulling them closer and closer together.

"I have no idea, but it feels so good and for once I just want to let things happen" she says, her lips joining with Quinn's again for a passionate kiss. Kissing Quinn is quickly becoming one of Rachel's favorite activities and she never wants it to end.

She reaches her hand up and clutches onto the blonde's breasts, massaging them just as Quinn had done with hers. She's not sure what she's doing, but the way Quinn is moaning spurs her on as she continues kissing her with more vigor.

Quinn feels as if she is flying, in this moment she has everything. Her skin is so hot it feels as if she will burst into flames at any minute, she can't hold out much longer or she'll explode. She pulls her mouth away from Rachel's and kisses down her neck again, this time with a new goal in mind. She kisses around her breasts and down her stomach, over her hipbones, right above her panty line.

Rachel moans as Quinn kisses her, each time the blonde's pink lips touch her body Rachel feels a spark and she groans in pleasure. She can feel something building inside her and she has no idea what it was. It feels amazing and she desperately wants it to keep going.

Quinn continues kissing Rachel stomach, determine to cover every inch of skin available before making her way back up to her breasts. She looks up under her hooded eyes, dark with lust at Rachel. The diva's head is thrown back with her eyes shut tightly and her bottom lip is pulled between her teeth. Her fingers are gripping Quinn's waist tightly and she knows the girl had had enough teasing. She places one last hot kiss one the column of her neck before taking a dusky nipple into her mouth while rolling the other between her thumb and index finger.

Rachel's eyes snap open as her body flies forward into Quinn's. A low noise erupts from Rachel's throat sounding almost animalistic. Quinn's actions are literally driving Rachel crazy with need. She begins rocking her hips into the blonde's seeking any kind of friction and cries out loudly when Quinn begins grinding back.

Quinn sucks lightly on the girl's breasts, occasionally nipping at the skin and licking her nipples. She releases her right breast with an auditable 'pop' before diving right back in and devouring her left one.

Rachel's breathing increases quickly, her breaths coming out in short little pants, which Quinn feels against her mouth and fingertips. She lets one of her hands fall upon the girl's thigh where she traces over the smooth skin.

"So good" Rachel breathes as Quinn rubs the inside of her thighs creating a pleasurable sensation throughout her body. Rachel shivers as she opens her eyes to reveal Quinn's heavy gaze. She may not have wanted this in the beginning, but if Quinn's glazed over eyes ware any indication of how she really feels then she'll let it happen. She'll give anything to be closer to the gorgeous blonde who is pleasuring her at a ridiculously slow pace.

"Quinn" she groans, her head tilted back and her back arched. "Please?" she begs.

"Please what, Rachel?" Quinn asks, a smirk playing over her swollen pink lips.

"I don't know" Rachel says, shaking her head. None of this makes sense to her, Quinn absolutely hates her. She can not fathom why she is letting her get away with this torture. Part of her never wants Quinn to stop, she just wants to be relived of the pressure building within her body both physically and mentally. The other part is questioning her sanity. What's going to happen when this is all said and done? Will Quinn go back to teasing Rachel? Will she break up with Finn and start dating girls? Everything has been so chaotic lately and she just wants it to end. "I have no idea why I feel this way" she moans in frustration.

"Yes you do" Quinn smiles cockily. "Say it" she hisses, her fingers dancing higher and higher up Rachel's silky tan skin. "I want to hear you, Rachel. Tell me how much you want me" she husks.

"Make me come, Quinn, please. I need it so badly" Rachel whimpers, her body dangerously close to catching fire.

"Look at me" Quinn demands, swallowing thickly when she's met with huge brown eyes so dark they're almost black. She gently skims her fingers closer to Rachel's panty covered center, slipping her thumbs under the waistband. "Do you want this, Rachel?" she whispers into the girl's ear, sliding Rachel's panties down her long tan legs. "Do you want me to fuck you with my fingers? Do you want me to take your virginity?" she asks seductively, her fingers sliding back up her thighs and cupping the girl's wet center in her palm.

The closer Quinn gets to her center-the higher her hand trails, the more Rachel's resolve crumbles and the closer Quinn becomes to having Rachel Berry screaming her name.

"Yes" Rachel gasps at the contact, she's never felt this way before not even with Finn. No one has ever made her heart pound like it is now. She needs more and she begins rocking her hips against Quinn's hand, feeling her wetness spread around the blonde's warm palm. She gasps as the blonde cupped her ass with her free hand and squeezes roughly, drawing loud moans to out from Rachel's lips.

"You're so wet" Quinn murmurs, running her index finger over Rachel's drenched slit. "You want this, don't you? You've been thinking about this haven't you, you dirty little slut?". Quinn has no idea what provokes her to talk like this, why she is being so possessive of Rachel. Half of it is because she finally has her and the other half is because she's afraid of losing her. She needs to be dominant, needs to remain in control. She can't loose Rachel now, she needs her. She loves her.

Quinn's dirty talk doesn't even faze Rachel, if anything it stimulates her more. Rachel can't respond, her body is literally melting and she can not form a single coherent thought.

"If we do this, then you're mine you understand?" Quinn jeers, pulling Rachel tighter against her body planting a hot kiss on her shoulder. "You can't go back to Finn or anyone else for that matter" she says, burying her face in the brunette's neck and inhaling her sweet strawberry smell.

"Quinn I-"

"I mean it Rachel" she says firmly, pulling back to look at the brunette. "This isn't just some random hook-up anymore. I want you and I know you want me too, I can feel it" she says, her thumb swiping quickly over Rachel's stiff clit to prove her point. Rachel screams loudly at the contact and slams her eyes shut, her body vibrating with need. She's convinced Quinn is trying to kill her and at this point she'll graciously accept the death penalty.

Quinn looks into Rachel's huge chocolate pools searching for an answer. Her own eyes are dark, veiled with passion that she cannot shake no matter how much she wants to. She tries to tell herself that it is wrong to feel that way about Rachel, she doesn't deserve to feel that way about someone so special. She's only hurting herself, no matter how good she is making Rachel feel, she will only go back to Finn. She needs to know that Rachel understands how much Quinn cares about her, how much she wants her. "Tell me you're mine" Quinn says, biting Rachel's neck roughly, leaving her mark.

"I-I'm yours" Rachel stutters, her entire body on fire.

"Tell me that you want it" Quinn hisses, more determine than ever to prove her point.

Rachel's arousal is pumping through her veins at such a fast pace she can feel it racing throughout her entire body, and she can't resist the urge to be with Quinn any longer. "Please, make me yours" she whimpers and with that Quinn slips two fingers forward into Rachel's untouched channel.

She pushes them forward until she is met with a barrier of resistance. She feels Rachel tense above her and she mentally slaps herself for thinking this is a good idea. She doesn't want to hurt her, she never wanted to hurt her.

"Rachel" she whispers to the shaking girl. "I don't want to hurt you".

"I know" Rachel strains, a few tears escaping her eyes. It only stings a little, but she knows there's more to come. She wants this she reminded herself as she forcs her eyes open to look into Quinn's gentle ones.

"You're so special, Rachel. You need to know that" Quinn whispers, leaning her forehead against Rachel's, gently wiping away her tears with her left hand, her right hand trapped in the girl's tight heat.

"Thank you" Rachel says, her eyes fluttering closed as Quinn kisses down her neck.

She wants nothing more than to shove her fingers forward into the brunette and feel her tightness surrounding her. She wants to fuck the girl senseless and hear her name falling from those beautiful plump lips, but this is Rachel's first time, she doesn't deserve to be treated like some whore. It's bad enough they're in the choir room and not in a fancy hotel or even on a bed for that matter.

Quinn kisses all the way down Rachel's stomach and takes a deep breath before dropping to her knees.

"What're you doing?" Rachel asks, but Quinn doesn't answer, she's too busy admiring the brunette in all her naked glory. "Quinn?" Rachel gasps as the blonde tenderly kisses her most intimate part.

She lets her tongue slide around Rachel's wet folds, teasing and working the girl up to a frenzy.

"Oh god" Rachel moans, her eyes squeezed shut and her hands tangling in Quinn's hair as she forces the blonde's head closer to her.

She traces around Rachel's clit with the tip of her tongue, watching as it swells and practically begs to be touched. At this point, Rachel has forgotten about the pain as a dull throb takes its place in her lower regions. "Quinn" she groans loudly, needing more.

The blonde smiles as Rachel moans her name, feeling a surge of wetness seep into her own panties. She can't wait any longer to make Rachel hers. "Rachel, I love you" Quinn whispers so quietly she was sure the brunette didn't hear it over her moaning and panting.

She wraps her lips around the girl's clit and sucks it into her mouth, her tongue flicking over the bud gently. Rachel screams in pleasure and Quinn slips her fingers forward more, pressing harder against the blockade.

Rachel groans softly as she recovers from the unexpected burst of pleasure before Quinn sucks again, pushing her fingers forward all the way until she feels the barrier give way.

The brunette screams again, but not in pain. She claws furiously at the blonde's head and Quinn's sure there's a bald spot. She gently licks her as the brunette adjusts to the digits inside her.

"You okay?" Quinn asks, looking up at Rachel.

"No" she pants wildly. "You have to do something, anything to make this burning stop" she pleads, her eyes wide and her pupils completely blown.

Quinn smirks, "You ready for me to rock your world?" she asks, sliding her fingers out a little before pushing back in.

"Please!" Rachel yells, her fingernails digging into the blonde's scalp, dangerously close to drawing blood.

"You're all mine, right?" Quinn asks, sliding her fingers easily through Rachel's wetness.

"Yes!" Rachel screams. Whether it's answering the question Quinn asked or from the pleasure she was giving her, Quinn didn't care. As long as Rachel is screaming Quinn's name, the blonde will give her anything she wants and take anything she gives.

She brings her mouth back down to the brunette's center, lapping at her while she fucks her with her fingers, pulling almost all the way out before slamming back in.

"Harder, Quinn. Please" Rachel growls, her walls squeezing Quinn's fingers deliciously.

"You're so tight" Quinn moans as she increases her speed, her tongue swiping at Rachel's clit each time her fingers push in.

"I'm so close Quinn, it feels so good" she pants, her walls fluttering around the blonde's fingers.

She curls her fingers inside of Rachel, groaning at how wet and slick her walls feel against her skin. She angles them upwards, trying to find that spongy spot inside the brunette's tortuous heat.

"There" Rachel shrieks as Quinn hit something inside her that makes her see stars.

"Just let go, I got you" Quinn whispers, her fingers starting to burn from being chocked so tightly inside the diva. She wants to see Rachel fall apart, to see her face when she comes for the very first time.

Rachel feels her stomach coiling again and this time it's even stronger, the urge to let go is so powerful it hurts. She squeezes her eyes shut and screams as her body starts convulsing and the coil begins unraveling.

Quinn quickly reacts to the beginning of Rachel's orgasm as she sucks her clit harshly and pushes against her sweet spot.

Rachel feels her body go weak as her world turns black. She feels the rush as wave after wave of pleasure crashes through her shaking body.

Quinn holds the girl's hips in place as she thrashes around violently. She looks up at the brunette as she comes down from her high, her lips coiling into a satisfied smile as her breathing returns to normal. She begins licking the girl clean, tasting her sweet come.

"Quinn" Rachel moans, pulling the girl up and slumping against her.

Quinn pops her glistening fingers in her mouth and holds Rachel tight as the girl's body goes slack against her.

"Santana was right" she whispers after a while. "That was amazing".

"She usually is" Quinn snorts as she lazily strokes Rachel's hair.

"That was so worth it. You were worth it" she smiles as Quinn kisses her again, letting the brunette taste herself for the first time.

"I'm glad you enjoyed it" Quinn sighs, rubbing the smaller girl's back.

"Oh, it was more than just enjoyable Quinny. It's my turn now, I think you'll come to appreciate some of my other talents" Rachel smirks as she dropped to her knees.

"I told you Quinny liked Rachel" Brittany says, her ear pressed against the door.

"You were right, B. I think this may have been your best idea ever" Santana smirks as Quinn screams a stream of obscenities.

"Can we go home now, listening to them made me all hot" Brittany says, squeezing her legs together.

"Yea, let's get outta here. We have our own sexy times to make up for" Santana growls, pulling the blonde closer to her and kissing her neck.

"Hey San, don't you think we should unlock the door?" Brittany asks, looking back at the choir room.

Santana smiles widely, "it was never locked" she smirks as they lock pinkies and head home.


Author's note: Thanks to my beta jupiter01!