AN: I don't know… I've been wanting to write this for a very long time. Spoilers from "The First Time" will be addressed just a smidgen. Nothing you don't already know. I hope you like it. :D

xxXXxx

Kurt ran the comb through Rachel's soft brown hair. She sighed happily.

"Thanks for helping me straighten my hair, Kurt. It seems like no matter how hard I try, on my own, the back never comes out perfectly straight."

Kurt smiled from behind her and set the comb down on the bed.

"It was no problem. Thanks for sleeping over. I mean… With Blaine spending the weekend at his cousin's place, and Finn at Puck's, and my dad out at some party with Carol, I really didn't feel like being all alone in this stupid house tonight."

"It's whatever," Rachel replied politely. She stood up off the bed and approached the vanity, running her fingers through her hair. She looked at herself in the mirror. Her smile broadened as she turned to Kurt who was in the process of putting away his hair supplies in the bathroom.

"It looks amazing," She announced to him.

Kurt walked out of the bathroom and flicked the light off.

"It should. It was done by moi."

She giggled and walked toward him, wrapping him up in a quick hug and planting a friendly kiss on his smooth as silk cheek.

They backed away and smiled at each other. She turned on her heal, suddenly, her hair whizzing in Kurt's face as she twirled and jumped on his bed. She landed so that she was lying flat on her stomach. She propped her hands beneath her chin, holding her head up so that she was looking up at Kurt. She crossed her thin ankles together. She raised an eyebrow at her best friend.

"So… How are you and Blaine doing?"

Kurt moved to sit cross-legged across from her on the bed.

"We're lovely. Yesterday, he called me at one in the morning. I usually would have been angry at him for waking me up but he said he just wanted to tell me that I was beautiful and that he loved me and I was the last thing he thought about before he went to bed. And I just can't be mad at that."

Rachel yawned dramatically.

"Booooring!" She sang.

Kurt tilted his head, "Excuse me?"

"Come on, Kurt. If I wanted to hear something that fluffy, I would have just asked if you wanted to watch a musical or something. I want to hear some dirty details!"

She smiled devilishly as Kurt's ears turned red. He cleared his throat.

"I believe what Blaine and I do in private is between Blaine and I."

Rachel sat up so that she was cross-legged across from him. She dragged a hand down her face and looked at him.

"Kurt, it's not like I'm going to tell anyone. I'll even tell you about Finn and I's sex life."

Kurt raised an eyebrow and shook his head.

"I don't even want to know about you and my stepbrother's sex life. I already know you guys had sex anyways. I think Finn walking around the house looking like he just won a huge Fantasy Sports game for about three whole days was a dead give-away. I just didn't bring it up because it was none of my business, much like how Blaine and I's sex life is none of yours."

She blushed slightly at the thought of her boyfriend walking around with a dopey grin on his face but pushed the thought aside.

"Look, you and I both know that you want to tell me so you might as well. Besides," She reached over and took his hand in hers, "We're best friends. Best friends tell secrets. Well… at least I think they do. I've never really had one before."

Kurt gnawed on his bottom lip for a moment before sighing.

"Fine. Blaine and I had sex. Are you happy?"

Rachel gasped, covering her grin with both of her hands, "Oh my god, finally!"

Kurt's face went scarlet. He was about to get up and walk away until Rachel grabbed his hand and pulled him back in. He glared at her.

"Oh, no, you don't. You aren't finished yet. I need more details than that."

Kurt's face burned.

"What do you want to know, then?"

"Who topped, where it was, who came first, how long it lasted. Was it awkward? Was it sweet? Was it fun? Was it hot? Tell me!" She said each thing as if she was reading it off of a list.

Kurt stared at her wide eyed.

"Oh, god… I feel like Sandy from Grease during 'Those Summer Nights'…"

Rachel narrowed her eyes at her best friend, still anticipating an answer.

He drew a long breath and turned to avoid looking at her.

"I topped only because he wanted to bottom. I wanted to bottom though. It happened right here," He gestured to the bed they were on, "We did it last weekend. Blaine came first after a long while. I came shortly after. It was only awkward because we were both virgins and we were being cautious and slow. It wasn't technically sweet but it was meaningful and passionate. It was pretty fun and it was really hot once we started getting into it."

He looked back at Rachel who was dramatically wiping away an imaginary tear away from her eye with her finger proudly.

Kurt rolled his blue eyes.

"What?" He asked.

Rachel laughed under her breath, "It's just… I can't believe you topped. I'm so proud of you," She leaned in toward him, outstretching her arms, "Give me a hug," She fake sobbed. Kurt huffed, not hugging her back.

"I hate you. Stop touching me."

Rachel sat back and laughed again.

"I bet you didn't tell Blaine that…"

He groaned.

"Get out of my house."

She giggled, "I'm sorry… I'm actually very happy for you guys. I'm sure it was really hot."

Kurt nodded, "It was."

She tilted her head.

"So…?"

"So…. What?"

"You are going to give me more information of this sexual act, right? I want every detail."

Kurt groaned again, "Are you kidding me?"

She shook her head, "Nope."

He looked away from her and took a deep breath, "Well, two nights before, we went to a gay bar because… well… It was Drag Queen night and we were not missing it at all. And at the end of the night we were both a bit… drunk. So, we went back to the car and we started making out in the back seat…"

"Kinky…" Rachel added. Kurt looked at her for a moment, "Sorry, keep going."

"It was really hot… too hot. And when Blaine tried going farther, I realized what was about to happen so I kind of stopped him. I told him we were not doing it in the back seat of a car, drunk. I told him I want my first time to be romantic and special and meaningful, not just some drunken encounter. And well… Blaine didn't take that too well and claimed that he was just trying to be 'spontaneous and fun' and he stormed away."

Rachel watched him intently as he spoke.

"So, we weren't on speaking terms for a good day or two. And one night, he stopped by my house in the rain with a single red rose. No one was home. It was just me. So, I invited him inside and we went up to my room and that's where he apologized. He felt terrible for what he did, and he told me he loved me and that he would never ever do anything like that again and my first time should be special. So, I accepted his apology and told him that I was ready and we just, you know… did it."

Rachel's mouth was hanging open.

"More!" She demanded.

Kurt tilted his head, "What do you mean more? We just had sex and that was it."

"I mean… I want more details about the sex part of it all."

Kurt shook his head, "Why are you so interested in two guys having sex anyways?"

"Kurt, I'm a teenage girl with internet connection at home, my own lap top, hormones, and a curious mind. I was bound to have a run in with a gay porn website some time. It always interested me. To be honest, I think I know about gay sex more than I know about sex between a guy and a girl."

Kurt stared at her, incredulously, "Are all teenage girls like that…?"

"Shut up, Kurt, and continue the story."

'Girls are weird,' He thought to himself.

"Fine," He huffed, "We just started off by making out and before you know it, I was on top of him, straddling his lap. And he just kind of ran his hand down my back and grabbed my butt and kind of pulled me down so that we were kind of pressed together. And I realized how… um... turned on he was. So, I broke the kiss and looked at him for a moment and he told me how badly he wanted me… uh… inside of him. So, I got off of him and we started taking off each others clothes until we were like… naked."

"That's so hot. How big was he down there?" Rachel asked curiously, sounding a bit eager. Kurt stared at her, eyes wide.

"Seriously?"

"Was it like… big?"

Kurt took a moment before nodding, "You can say that, yes."

"Ooh…" She raised an eyebrow.

Kurt cheeks burned scarlet before he continued.

"Anyways… No one has ever seen me naked before so I was kind of insecure but he told me that I was one of the most beautiful guys he'd ever seen and I didn't have to be uncomfortable. So, I just kind of let it go and just leaned in to kiss him and we got back on the bed so that I was on top of him again. It was hot and erotic and I'm certain I've never felt that way in my life. It felt amazing."

He paused to take a deep breathe through his nose. He closed his eyes, allowing memories from that night to flood his mind again. They began playing over like an extremely vivid movie in his head, "Then, we moved on to touching…" he began, "He ran his hand down my stomach and started teasing my dick with the tips of his fingers. They were cool to the touch. Oh, god… It felt great being pleasured by someone else for once. And then out of no where, he gripped me tight," Kurt fisted the comforter of his bed, "and started jacking me off nice and slow."

Kurt could feel blood slowly begin pooling down by his groin but he didn't care. Rachel watched his face, intrigued. Kurt spoke again.

"I almost screamed but it only came out as a whimper. His thumb kept doing this thing where it would swipe over the head of my cock and just wow… It just drove me nuts. Before long I was close… But I didn't want to be. I didn't want it to end yet. So, I told him to stop. He nodded and let go. I nearly cried out at the loss of his touch."

Rachel licked her lips and watched her best friend's chest begin rising and falling as his breathing became heavier. She couldn't help but find it completely sexy.

"Then, he told me to fuck him. That's when I started feeling nervous. I have never done this with another guy in my life. But he told me that I was going to be fine. So, I grabbed a bottle of lube and a condom but he told me that he wanted to feel me inside of him and that it was me and only me. So, the condom was out of the picture. Thank god…"

Rachel nodded and let her eyes trail down his body. Her eyes stopped dead when she noticed the half hard in his pants. She looked back up at his face and didn't say a word.

Kurt clenched his eyes shut harder. "So, I started fingering him. Oh, fuck… he looked so damn good writhing and squirming beneath me. And oh, the noises he fucking made… I could have gotten off just by the sound of them. His body was glowing with sweat and I just wanted to lick him all over."

Kurt's cock got harder and harder with each memory. He ignored it and continued speaking.

"So, once he was all stretched out, I leaned in and kissed him one more time. He whispered in my ear that I was perfect and that he loved me and I just smiled at him because I'm pretty sure I forgot how to use my voice or what words even were. I was so overcome with lust. My whole brain was in this haze. I sat back up and began just pushing into him very slowly. And Christ… he was so tight and warm and he just clenched around me. Oh, god… it was so fucking good. And I wasn't even fully inside of him yet. But when I was, I'm pretty sure I was about to die. And then I started moving..." He groaned involuntarily, "I started off slow and careful but then he wrapped his legs around my waist and began fucking himself on my cock. I was about to fucking explode."

"He ended up coming a little while later. And I will never forget the way he screamed my name as I continued fucking him. But I just pulled out of him anyways and laid down beside him on my back. And out of no where, he crawled at the end of the bed and began sucking me off. His tongue is just… Oh, god… And when I came, he swallowed it all. I just couldn't…" He trailed off, "And for the remainder of the night we just cuddled right here and kissed and talked and it was just perfect… Everything was perfect."

He finally opened his eyes to find Rachel staring at him wide eyed, jaw hanging open. He looked down to see his erection pressing up against his pajama pants. He jumped off the bed.

"Oh, fuck!" he shouted, turning the deepest shade of red he has ever been, "Um..." He looked at the bathroom, "I'll be right back." He announce before turning away. Rachel caught his hand.

"Kurt," she spoke, "It's alright. Just wait here for a second."

"You want me to stay in here with a rock hard boner right in front of you? No way. Oh, god… I can't even fucking believe this is happening." He pinched the bridge of his nose, and looked away from her.

Rachel shook her head quickly, "No, no, no… I mean… um… you can handle it right here…"

Kurt stared at her, bewildered, "I'm sorry… what?"

She took a deep breath, "If you want to… uh… get off right here, it's okay. I mean… I can help you…" She blushed deeply.

"I'm gay, Rachel… I like guys."

"I know that. It's just… maybe you can just… um… close your eyes and like… imagine Blaine and I could help you. I mean… you did say you loved the sensation of having someone else that wasn't you, pleasuring you."

He looked at her as if she was the most insane person on the planet.

"Are you out of your mind? I don't even know why you would even consider that! We both have boyfriends! Just because I like being pleasured by other people doesn't mean I—"

He was silenced by Rachel's lips crushed against his. He pushed her away after a few seconds.

"What are you doing?"

"I'm trying to get you to shut up and listen!"

Silence.

Kurt brought his fingertips to his lips and tried wiping the taste of Rachel's mouth off of his as he moved to sit back down on the bed. She took a deep breath before speaking.

"We're friends, Kurt. We will never be anything more than that. I know. I'm not in love with you. I'm just trying to help a friend out. I don't know. Maybe you'll like it. I mean… no matter what happens; it'll be our own little secret."

Kurt stared at her long and hard for a moment.

"…Do you swear on your life?"

"Cross my heart and hope to die."

She leaned in closer and closer until her soft lips met the corner of his. He blinked a few times before closing his eyes completely. He pulled away without a word and maneuvered himself so that he was lying on his back, head slightly inclined from the pillows beneath him.

Rachel nodded to him as if to ask if he was all set. He shifted a few times before nodded back in confirmation. She smiled and leaned in so that she was lying down beside him. Their lips met again.

Her lips were soft with the small hint of strawberry lip gloss on them. Much smoother than Blaine's, that's for sure. He furrowed his eyebrows, trying his best to picture his boyfriend in his mind.

He felt Rachel's fingers begin fumbling with the top few buttons of his shirt. He opened his eyes and broke the kiss. She looked at him, "Is this okay?"

He bit his lip and nodded, "Um, yeah…"

She nodded once and worked on the rest of the buttons until they were all undone. Kurt sat up momentarily as he shrugged the shirt off of his body. Rachel removed it from underneath him and tossed it off the bed.

She leaned back in and began kissing along Kurt's neck. He sighed.

"No hickeys, okay? I don't want Blaine being suspicious."

"Alright," She mumbled against his neck.

He tried imagining Blaine, planting soft kisses from his long neck, over his pale, toned chest, down his flat stomach. He felt Rachel's fingers hook around the waist band of both his pajama bottoms and underwear.

"Hips up," she instructed. He lifted his hips, allowing her to tug the articles of clothing down his legs and off the bed, leaving him completely naked beside her. Her eyes went large.

"Kurt?"

He looked up at her to find her staring at his cock, "Yeah?"

"How do you wear skinny jeans everyday?"

He blushed hard and closed his eyes again as Rachel hesitantly wrapped her fingers around his dick. He bit his bottom lip. Her fingers were soft and delicate unlike Blaine's large and guitar-calloused ones.

"Oh, shit. Rachel…"

She began pumping him, gradually quickening the pace. Her finger tips occasionally brushed up against his balls. Kurt's body tensed at the touch. If she kept that up, he was going to come in like a minute.

"Rachel… Rachel. Stop. Stop, please. I'm close."

She let go, emitting a whimper from Kurt.

"Sorry…" She slowly leaned back in and kissed him hard on the mouth. Kurt clenched his eyes shut. He imagined Blaine slowly sliding his tongue into his mouth. He pictured the way their cocks rubbed against each other with their bodies pressed together.

"Blaine…" he sighed involuntarily into his best friend's mouth, "Oh, fuck m…"

Rachel backed away to look at him, "What was that?"

"I said fuck me," He groaned.

She stared at him, confused. "Um…"

Kurt spoke first, "There's a box under my bed. Go get it."

She lifted herself off of him and onto the floor. She dropped to her knees and looked beneath the bed, retrieving a black shoe box. She lifted it up and put it on the bed. She pulled the cover off of it to find it not filled with shoes, but with various sex toys, dildos, and vibrators.

"Woah… Um… Kurt? Does Blaine know you have all of this?"

He stretched across and opened up his night stand, pulling out a small bottle of lube. He set it down beside the box.

"Not yet…"

Rachel restrained a small laugh, "Okay. Uh… which one are we using?"

"The one with the strap," He pointed out.

"Are you sure you don't want to use these lovely handcuffs?" she smirked. Kurt blushed.

"Fuck you, Rachel."

"Wait… Aren't these from your officer Krupke costu—?"

"Rachel…" he growled.

"Fine…" She laughed and pulled out the strap-on. She dangled it in front of the both of them.

"Seriously, Kurt?"

"What?"

"It's pink."

His whole face went red.

"It was the only one they had in stock with a vibrator built inside, okay?" She raised an eyebrow at him.

"Wow… My best friend's a kinky slut. Who knew?" She said to herself.

"If you weren't going to fuck me, I would kill you right now."

"Relax... Don't get your various colored cock rings in a bunch." She giggled.

He rolled his eyes, trying his best to ignore the statement, "Just… put the damn thing on and let's get this over with already." She stared at him before taking off her top pajama shirt, leaving her in only a white camisole. She pulled down her pajama bottoms to the floor, exposing her pink flowered underwear. She was about to take off her underwear before Kurt sat up quickly.

"Woah, there!" She looked up, startled, "You're keeping those on!"

She nodded and grabbed the strap-on off of the bed. She put it on, fastening the straps securely. She looked back to Kurt, displaying herself.

"How do I look?" She smiled jokingly.

"Like a pretty princess." He drawled back, smiling.

She climbed on the bed and planted a chaste kiss on his lips. She pulled back after a minute and looked down at Kurt's body, his waiting erection resting on his abdomen.

"So, how are we going to do this?" She asked nervously.

Kurt sat up a little more, "Well, I can handle stretching myself so you don't have to worry about that."

She held back a grin, "Let's do this!" She exclaimed sounding way too eager. He nodded and grabbed the lube, squirting a good enough amount on his fingers. He reached down his body, his fingertips ghosting lightly over his cock. His eyes fluttered shut as he let out a deep breathe through his teeth.

"Wait!" Rachel's loud voice sounded. Kurt's eyes flew open.

"What?"

"I want to watch," She crawled over to the end of the bed. Kurt stared at her as she positioned herself so that she was comfortably in front of him, eyes fixed on his ass. She looked back up at him after a while, "Okay, you can go now."

"You are, by far, the weirdest person I have ever met in my life."

"No, there's more like me out there. I know it."

"How do you know?"

"I just do, Kurt. Now, go."

He looked away from her and rested his head back on the pillow, letting his eyes fall shut. He imagined Blaine at the foot of the bed, fingers glazed with lube, gazing at his body with lust. Are you ready? He would ask. Well… not so much ask. It would be more like a growl. Kurt would nod desperately, wanting nothing more than the feeling of Blaine's fingers inside of him, stretching him out so that he was ready for the bigger intrusion that would come afterwards.

Kurt slowly slid a finger inside of himself, legs spread wide. He groaned, throwing his head back.

"Oh, fuck…" he moaned as he pushed the finger in further and further until it was completely inside of him. He crooked in every which direction he could before he began sliding a second digit in, followed by a third. He writhed at the sting, muttering an assortment of curses along with his boyfriend's name under his breath. He continued thrusting the fingers in and out of him, scissoring them as he did so. He let out a sharp yelp when his fingertips grazing along his prostate.

Rachel watched, licking her pink lips. She looked up quickly to make sure Kurt's eyes were closed before she began rubbing her clit through her underwear. She was already wet. She spoke up quickly and suddenly, removing her hand from her pussy. She closed her legs.

"Kurt, can I fuck you now? Please?" He opened his eyes slightly. They were lust blown as he breathed deeply. He nodded slightly before removing his fingers. He cursed at the sudden loss.

Rachel nodded before reaching for the lube. She squirted more than enough on her hands and began coating it on the silicone dildo. Kurt rolled his eyes as a large goop of the lubricant fell onto his comforter. She examined the sex toy one more time before letting go. She wiped her hands on the sheets and looked up at Kurt.

"Okay, I'm ready." She smiled as she crawled directly between Kurt's legs. Kurt nodded and took a deep breath.

"Go nice and easy, okay? Slow at first. I'll let you know if you ever mess up."

"Got it," She confirmed.

"Oh, and Rachel?" Kurt asked once more. She looked up, signifying that her attention was his, "You're my best friend."

She grinned wider, "You're my best friend, too."

She leaned down and kissed him sweetly on the lips before sitting back up. She aligned the head of the dildo to Kurt's entrance and began pushing in ever so slowly. Kurt spread his legs wider and let out a guttural groan. He relaxed and closed his eyes.

Rachel slowly eased her away inside until she was about half-way in. She stopped and took a deep breath. She gripped Kurt's hips with her shaky hands and looked up to his face, which was twisted with pain and pleasure.

"More," he sighed. She tightened her hold on his hips and pushed her way in so that the dildo was completely inside of him. He spoke up, "Okay, now give it a minute."

His naked chest heaved as he tried to slow his heart rate down. He could feel Rachel shaking nervously. He opened up one of his eyes, just a crack, to look at her, "Alright. Now…" He swallowed hard, trying to regain his normal tone, "start moving slowly and gradually speed up, okay?"

She nodded and pulled out about half way before pushing in again. She looked down and watched as the cock completely disappeared within the tight ring of muscle. She whimpered as the base of the toy pressed up against her clit.

"Oh, god…" She whispered, barely audible over Kurt's heavy breathing. She began picking up the pace.

"Blaine…" Kurt sighed, involuntarily. He threw his head back slightly, "R-Rachel, there's this one— Christ – spot… Jus-Just try and find it, okay?"

She began rolling her hips, searching, thrusting into him in every which direction until she found it. Kurt let out a sharp scream suddenly, arching his back against the mattress.

"Wait, was that it?" she asked.

He nodded desperately, "Yes, and try and get that most of the time, alright?"

"Alrighty," She half smiled and began thrusting into the same sweet spot faster and harder. Kurt kept his eyes shut, keeping Blaine and his mind.

"Oh, Blaine…" He whimpered, tears prickling at the corners of his eyes. He wondered what it would be like if it was actually Blaine fucking him. He imagined both of their bodies pressed together. He imagined a slight sheen of sweat glazed over his boyfriend's face and chest. He imagined his sounds, the moans, the curses, the erotic whispers, the sighs, the noises that only Kurt could make him do. Kurt groaned and opened his eyes slightly at his friend who continued fucking him diligently.

"Rachel, there's a… fuck… switch on the top of the base. Do you see it?"

She stopped thrusting, so that she was completely inside of Kurt. She looked down to base and noticed a small black switch labeled 'OFF/ON'. She looked back up at Kurt.

"Yeah…"

"Turn it on." He commanded. She nodded, confused and activated it. All at once, the whole toy started vibrating between them. Kurt screamed out.

"Oh, FUCK!"

Rachel moaned as it shook up against her clit, "Ah…" She waited a moment, adjusting to the new sensation, before driving into Kurt.

A tear fell from his blue eyes. He pictured his boyfriend in his mind.

"Oh… B-Blaine…"

Rachel closed her eyes and let her head fall back, "Finn…" She squeaked.

"More," demanded Kurt. She started going faster, harder, never missing Kurt's prostate. He writhed, unable to stop the tears from falling from his eyes. He moaned in ecstasy, "C-close..."

She drove into him a few more times before Kurt was seeing stars. His eyes rolled to the back of his head as his orgasm shuddered throughout his body. His hot come began spurting from his cock in quick ropes, splattering all over his toned abdomen.

Rachel's whole body tensed as she came inside her underwear. She groaned, her mouth open.

A few minutes later they both came down from their highs. She carefully pulled out of Kurt and unbuckled the strap-on. She turned it off and left it on the edge of the bed. She flopped down, face first, in the pillow beside Kurt, turning her head so that she was looking at him.

He was staring at the ceiling, breathing heavily from his mouth. He looked to her, who was breathing just as heavily.

"Rachel…" He breathed.

She nodded, "I know,"

"That was…"

"I know."

"I can't even…"

"Kurt?"

"Yeah?"

"I know."

He turned his head and looked back to the ceiling, setting his hand on his stomach which was sticky with his semen. His face contorted.

"Ugh… I have to take a shower."

Rachel nodded, getting up so that she was sitting on her knees, facing Kurt. She ran a hand through her hair. "I do, too."

"There's a guest bathroom downstairs you can use. I'll use my own." She nodded again before standing up. She walked across the room and grabbed her bag off of the floor. She strode toward the door and stopped to look back at her best friend.

"Hey, Kurt?"

"Yeah, Rach."

"Thank you for being my best friend."

He turned to her and smiled as she walked out of the door. Kurt sat up slowly, hissing in slight pain. He wiped his hands on the sheets below him and reached over toward the night stand to retrieve his phone. He began typing out a message to his boyfriend.

'I thought about you tonight. –K' He said truthfully.

A reply came not even a minute later.

'Oh, really? What about me? –B'

Kurt typed out a response.

'Last weekend… -K'

Two minutes later.

'I see… Maybe when I come back we can have a little recap of it. My mind's a little fuzzy around some details. ;) –B'

He began typing out a reply.

'Only under one condition… –K'

He hit SEND and sucked in his bottom lip until his phone vibrated again.

'And what would that be…? –B'

Kurt smirked at the message.

'I'm bottoming next time. –K'

xxXXxx

AN: Reviews would be so good. I've never written anything like this and I want to know how I did. Please? No? Okay. Thanks for reading. :D