A/N: Yet another one shot for the Glee kink meme. Thanks to the anon who I jacked the title from! Enjoy and blaze on! :D

Brittany and Santana have had many sleepovers before. But their last one had been different. They had cuddled like usual. They spooned like usual, but Brittany's hands seemed to have gotten a mind of their own as she pressed into Santana's back. One hand caressed over Santana's stomach under her tank top while the other combed through her hair. This was all new for Santana. She had always thought of her relationship with Brittany as strictly platonic, but when Brittany started peppering her neck with kisses from behind she felt a heavy feeling in the pit of her stomach and knew that this was not the case. There was definitely something more there. She flipped over in Brittany's arms and recognized the nerves etched into her face. Brittany wasn't sure she should be doing this, or if Santana would react positively.

Santana had never been kissed at this point in her life, but she mustered up all the courage she could find and did what she knew Brittany wanted her to do, what Santana wanted to do. Santana could feel her heart thumping loudly as she leaned down over Brittany. She kissed Brittany on the lips softly. They spent the rest of that night kissing and caressing each other sweetly and innocently.

After waking up in Brittany's arms the next morning, Santana decided that this was something that she wanted to do again and again. The next week they stole tentative kisses in the bathroom at school, in the locker room, and back in Brittany's locked bedroom. Santana masturbated furiously to image of Brittany on top of her every night that week. Friday night rolled back around, and Santana's currently watching a scary movie cuddled into Brittany's side in her living room. The murderer pops out with a knife and Santana jumps in Brittany's arms. Brittany holds her tighter and kisses the top of her head.

The movie ends, and Brittany stretches her arms up over her head and yawns. They move up into Brittany's bedroom where they change into their sleepwear, move into the bathroom to brush their teeth, and climb underneath the covers. Santana's heart is already beating fast. She isn't sure if Brittany's going to try and make a move on her again, but she desperately wants her to. Brittany seems too tired to do this though, and Santana just watches her laying there with her eyes closed, breathing deep. She looks beautiful in the moonlight, and Santana wonders how the hell she didn't notice her own infatuation with Brittany before. Santana scans Brittany's form, wondering if she's drifted off to sleep. She feels a wetness pooling in between her thighs as she stares hard at Brittany's breasts.

A moment more of looking at Brittany's peaceful face and the ache between Santana's legs has become unbearable. She thinks about slipping a hand down the front of her underwear and rubbing herself off, but she would be mortified if the obviously still awake Brittany opened her eyes and saw her masturbating in bed next to her. So, Santana resigns her self to imagining just what she and Brittany could be getting up to at this very moment. She imagines Brittany's lips on her own, and her breathing becomes a shade more shallow and the throbbing in her core picks up. Santana pictures Brittany's deft hands coming up to massage her breasts, and instinctively brings her own hands up to grasp at her own breasts, imagining that they're Brittany's.

Santana continues imagines Brittany teasing her, seeing in her mind's eye Brittany hooking her fingers in the waistband of Santana's underwear and pulling them down. She imagines Brittany softly entering her with two fingers and has to tear her eyes away from Brittany's form and close her eyes to keep her quiet panting down. Her core is throbbing mightily at this point, and as she imagines Brittany fingering her, she fights off the urge again to slip her hand underneath her underwear and simply get the job done. Santana continues imagining Brittany grinding down into her and opens her eyes back up to look at Brittany's quiet form.

Just as Santana feels herself rounding on orgasm she sees Brittany's eyes shoot open. Santana panics, but Brittany just smiles and rolls over on top of Santana. Santana's eyebrows knit together in nervousness and her hips cant involuntarily upwards in Brittany. Santana comes undone with a soft moan just as Brittany's leaning down to kiss her. Brittany sees it play out on Santana's face and guesses what just happened.

"San...?" Brittany starts with a huge grin on her face. "Did you just...?" Even in the darkness of Brittany's bedroom Brittany can see Santana's cheeks flush pink.

"Uh... no!" Santana blurts out highly unconvincingly. She could hardly think of anything more embarrassing than managing to come before Brittany could even touch her, while Brittany was watching to make matters worse.

"Yeah, I think you did, San," Brittany says with a giggle. She tentatively brings a hand down to touch Santana's clearly soaked boy shorts, and raises her eyebrows with a smile. Santana looks away completely flustered and unsure of what to say.

"Aw, Santana!" Brittany starts with another set of giggles. "Don't be embarrassed. This is totally OK." She leans down and kisses Santana sweetly on the cheek. "I could here you panting the whole time," she adds.

"And you picked the moment I was about to come to stop fake sleeping?" Santana asks slightly annoyed.

"Well... It was kind of hot," Brittany states matter of factly. She smiles again and nuzzles her face into the crook of Santana's neck. Soon she's kissing and licking at it, and Santana wraps her arms around Brittany's back and lets out an unrestrained groan as Brittany bites at her pressure point. Soon Brittany's back to rubbing at Santana over the top of her wet boy shorts.

"Care to make your fantasies a reality?" she whispers into Santana's ear. Santana nods straight away, and Brittany kisses her again. This time all the innocence is gone, and nothing but passion is left.

When Brittany slides Santana's underwear off, Santana gripping hard at her shoulders, Santana isn't sure how long she's going to last. Brittany keeps kissing Santana, grinding down into her, until Santana breaks the kiss with a sharp intake of air. She takes that moment to enter Santana with two fingers and starts up a slow pace with her hand and hips.

"I love you, San," Brittany whispers into Santana's ear as she picks up pace a bit. Santana closes her eyes, arches up into Brittany, and resigns herself to just feel Brittany playing at her. When Brittany brings a thumb up to rub at Santana's swollen clit, Santana bucks up into her hand. A short moment later and a brand new sensation floods through Santana. She's definitely orgasmed before, but it's never felt anything like this. She lets out a deep moan of Brittany's name, and rolls her hips up one last time. Brittany kisses her open mouth and brings her down softly.

"Thank you," Santana breathes out as Brittany pulls her fingers out of Santana. Brittany just smiles and gives Santana a wink as she does something very unexpected. She ducks her head down underneath the sheets, spreads Santana's legs wide, and moves her head so close that Santana can feel her breath on her core. Santana has only dreamed about this and isn't sure she can handle it happening in real life.

Brittany gives Santana a long lick from entrance to clit, and Santana bucks up into her mouth. Brittany forcefully pins her down into the mattress, and sets about licking and sucking furiously. She really had no idea what she was doing, but she knew where Santana wanted her, and she did everything that she could imagine would feel good on herself. Santana definitely didn't last very long, her hands tangled in Brittany's blonde hair, and when Brittany popped back out from under the sheets she was grinning wide. The night carried on in this way until Santana, very naked and very spent, fell asleep in Brittany's arms.