Santana let Puck lift her onto the edge of the desk in his room, ignoring the uneven surface the piles of papers created beneath her ass in favor of closing her eyes and trying to focus on the feel of his fingers pressing inside of her. Puck was by no means the worst she had had and if she tried hard enough she could usually manage to get an orgasm out of their hookups. He had been drinking tonight though, and his movements were clumsier than usual.

"Aw, yeah, you like that?" he muttered against her neck as his fingers plunged in and out under her Cheerios skirt. "I think you are ready for me, hmm?"

Before Santana could respond, the door to the room opened suddenly as someone said, "Santana?" The noises from the party occurring downstairs filled the room more fully.

Santana whipped her head around to the intrusion, and a trickle of guilt ran through her when she saw Brittany standing there, looking intrigued and only slightly confused.

"Little busy here, Britts," she said as brusquely as she could manage given the situation. As an afterthought, she added, "Are you ok?"

The blonde head bobbed up and down. "I just wondered where you went."

"Here I am. Now please shut the door."

Santana tried to turn her attention back to Puck who had stilled his movements, making the fingers inside of her feel tight and uncomfortable. Her attention was drawn to Brittany who was now fully in the room, the door shut behind her.

"I meant with you on the other side of it!"

Puck glanced over at Brittany with a look that was far too close to a leer. "She can stay if she wants."

Santana shook her head rigorously. Although she knew Brittany slept with boys regularly, Santana did not think she would be able to handle watching it occur. Since she and Brittany had started sleeping together a few months ago, she found herself caught in fits of occasional jealousy, wanting to keep Brittany hidden away from anyone else who would try to touch that perfect body.

Apparently Brittany had either not seen or chosen to ignore Santana. She crossed the room to stand next to them, observing Puck once again pressing in and out of Santana with his fingers. Her gaze made Santana feel incredibly self-conscious.

"You're doing it wrong," Brittany told Puck mildly after a moment.

Santana would have expected Puck to be insulted and defend his skills, but instead he just laughed a bit and pulled away, stepping off to the side. "Please show me then."

Brittany placed a gentle hand on Santana's knee, tilting her head to the side and silently asking for permission to touch. Closing her eyes against that piercing gaze, Santana tried to get a grasp on the situation that was quickly escalating beyond her control. She regretted those tequila shots that were clouding her judgment to the point that all she could focus on was her body crying out desperately for Brittany's touch.

"Fine," she said after a moment of thought. "But this doesn't leave the room." She gave both of them a long gaze that she hoped was intimating. "And, Puck, you fuck me, not Britt. Got it?"

"Whatever you say, Lopez," he responded. "Now let's see this."

The light pressure against her knee vanished as Brittany slid that hand up her leg until it disappeared until her skirt. Santana's legs parted automatically at the sensation of gentle fingertips on her inner thigh and she moaned audibly as Brittany brushed lightly against her clit, at the same time leaning in for a quick kiss. She bit back another moan as Brittany repeated the movement, knowing that if she didn't get her responses under control she would be revealing her deepest secret to Puck, of all people.

"Take her skirt off," Puck ordered.

"San?" Brittany asked, and Santana nodded, lifted her hips up enough that Brittany could get to the zipper on the skirt and ease it down, leaving Santana in only a tank top. Santana nudged against Brittany gently, silently begging her to touch once again. Instead, Brittany tickled her fingers against the underside of her bare thighs until Santana wrapped them around her waist, letting the dancer carry her over to Puck's bed. Brittany settled half on top of her and started kissing her more deeply; probing with a tongue that Santana was happy to accept.

Finally Brittany was touching her once again, still light and teasing, but Santana was already more wet than she had been the entire time with Puck. When a long finger entered her suddenly there was no friction or pain, only a pulsing need that had her panting for more, more, more. The finger moved in and out effortlessly and when a thumb came up to press against her clit, Santana squirmed desperately, trying to get more contact. Brittany broke their kiss to give her an affectionate smile and compiled, rubbing in fast circles.

"See?" Brittany said knowingly after a couple minutes, remaining Santana that they were not alone.

"Yeah I see," Puck grunted, and Santana turned her head to the side to see he had removed his pants and was clearly eager to join in. The bed pressed down with his weight as he came to sit on the other side of Santana and reached for a condom from the bedside table.

"No!" Brittany knocked the condom away with her free hand. "She's not ready yet."

"Are you kidding me? She's dripping all over your hand." Puck started groping Santana's still covered breasts, though his gaze was firmly fixated on where Brittany's hand was working.

Santana felt a flood of embarrassment at both the attention and her obvious reaction to her best friend. She never got this way for any of the boys, and she didn't think that Puck was dumb enough to overlook that fact.

"That's because I know what I'm doing," Brittany responded, adding in another finger smoothly.

Puck groaned and stroked himself. "If you're going to make me wait, at least make out again."

Moments after Brittany found her lips, Puck joined in, sucking on her neck vigorous. Santana moved away from Brittany long enough to gasp, "no hickies!" before she was once again lost in the sensation of Brittany stretching her even further with what felt like three fingers.

Puck's nuzzling became softer and Brittany's mouth was warm against her own. Santana felt her stomach muscles tightening, and wondered if Brittany realized how close she was getting. She reached out with one arm and tangled her fingers desperately in long hair, looking for something to ground her. Santana wished that Brittany had fewer clothes on, but knew she would not be able to make the necessary effort to strip the other girl.

"You ready?" Brittany's breath was warm against her ear and Santana nodded, knowing that if Puck didn't start soon, she was going to come around Brittany's fingers. As wonderful as that always was Santana knew that Puck would finish fast after this and she wanted this surreal experience over, despite the fact that she was fully enjoying Brittany's touch.

"Get the condom, Puck," Brittany ordered, flexing her fingers inside Santana to gently stretch her even further. That thumb was still pressing against her clit and Santana reached for Brittany's wrist. She couldn't form words, but she gave Brittany a pleading look, hoping to communicate that if she didn't stop now it would be too late. The pressure eased up to only a light flutter.

"Up here, babe," Puck requested, lying next to them on his back, his shaft gripped tightly in one hand.

"You're on top?" Brittany asked, her voice loud enough for Puck to hear.

"Santana is always on top," Puck chuckled.

Brittany gave her a questioning glance that would have made Santana flush if her skin wasn't already red from teetering so close to orgasm. She was relieved that Brittany didn't say anything, but she knew exactly what the blonde was thinking. Every time they slept together Santana would somehow end up underneath Brittany as the blonde teased her to the point of desperation. But with Puck, Santana craved the control.

A warm hand settled against her tense stomach muscles as Brittany gently eased her fingers out. Santana almost cried out at the loss. Her body was shaking all over and she couldn't have gathered the necessary coordination to climb onto Puck without Brittany's strong hands gripping her hips and guiding her up. With Brittany kneeling behind her, she sunk down onto Puck, taking him easily and sliding almost all the way down without resistance.

Puck groaned. "So wet."

Brittany hummed against her ear. "So hot."

Santana wondered if Brittany was actually turned on by watching this, and made a mental note to make sure Brittany got her turn later tonight once they were alone at her house. Brittany continued to help move her hips up and down, at the same time fluttering kisses across the back of her neck under her ponytail.

Sharp teeth closed around her earlobe and Santana tilted her head a bit, giving Brittany better access. Her eyes fell tightly closed as fingers slid from her hip to find her clit and start nudging it back and forth. She hoped that Puck was close because the combined sensation of being filled so completely, soft lips playing at the skin behind her ear, and now the added stimulation to her most sensitive spot was going to be too much fast. She could hardly focus on moving above Puck and was relying completely on Brittany's grip to keep some semblance of rhythm.

As her breathing started to come in short gasps the rubbing against her clit got faster and harder, and it was enough to cause Santana to tumble over the edge. Her movements stilled as her walls contracted and she leaned heavily backwards against Brittany who was easing her down gently. Puck grunted and pushed harder into her one last time before coming also.

Brittany was still tickling kisses against her neck, her arms coming around to hold Santana close and help lift her limp body off of Puck. Puck rolled over to the side and pulled the trashcan close to dispose of the condom.

"That was hot, ladies," he commented after they all took a moment to catch their breath. "We should do it again sometime."

Santana groaned from her spot in Brittany's arms, willing her muscles back to life. "You wish," she shot back.

"Aw, but, San, I liked it," Brittany whined, her hand slipping under the edge of Santana's shirt to rub her stomach.

Puck grinned. "Next time I can do you too," he promised.

"You are not fucking her, Puckerman," Santana mumbled.

"It's not like we're exclusive," he argued.

Santana was saved from responding by a loud crash coming from the party downstairs.

"Fuuuuck," Puck moaned, reaching for his pants. "My mom will kill me if those bastards broke something."

He stood up and turned back to them with a gloating smile. "Anytime, ladies. Just give me a call."

As soon as he left the room, Santana felt a flood of awkwardness. She couldn't believe she had just had a threesome with her best friend and her sort-of-boyfriend. And there was no way that Puck was going to keep quiet about the fact that he had hooked up with the two hottest cheerleaders at the school at the same time. She could only hope that he would not mention that Brittany had been the one touching Santana the majority of the time.

Avoiding eye-contact, Santana rolled out of Brittany's arms and crossed the room to get her skirt.

"We should get back downstairs," she said as she pieced her Cheerios uniform back together.

"Are you mad at me?" Brittany asked, and Santana spared a glance at where the girl was fidgeting on the bed, cursing how perspective she was.

Santana sighed. "No, I'm not mad. That was just pretty fucking weird, you know?"

Brittany shrugged. "You and Puck have sex. You and I have sex. Me and Puck had sex once. Why not all have sex together?"

Unable to come up with an immediate response, Santana focused on adjusting her top instead.

"Besides," Brittany continued. "It didn't seem like you were having fun."

Jumping into defensive mode, Santana snapped back, "I like having sex with Puck! We were just getting started."

Brittany didn't shy away from the attack and instead just stated calmly, "When we have sex you always like it the whole time. You come so fast sometimes."

Santana hid her embarrassment behind an eye roll. She did not like to think about the implications of Brittany's comment. Instead she just squared her shoulders and turned towards the door. "I'm going back down to the party. You coming?"

Brittany nodded and followed her out the door, half skipping as they made their way down the hallway and back to the party where Santana was going to find enough alcohol to quiet her racing thoughts.

Later, curled naked with Brittany in her own bed, Santana was startled from near sleep by Brittany's voice.

"San?"

She half-groaned in response to indicate that she was awake.

"Why do you have sex with boys when you don't like it?"

Perhaps it was her near-sleep state or the innocent way the question was asked that made her answer more honestly than she would normally. "I have to. We wouldn't be so popular if I didn't."

The room was silent for a moment before Brittany murmured, "You shouldn't do have to do that if you don't want to."

"It's complicated, Britt."

Brittany seemed to accept that and snuggled in close. Just when Santana thought she had fallen asleep, she asked, "Do you like it with me?"

"What, sex?" Santana clarified, even though she knew exactly what she was being asked.

She felt Brittany nod against her shoulder.

"Yeah, I do. You're my best friend. It's different with you." She ran her fingers through Brittany's hair.

"I like it too," Brittany agreed. "Your lady kisses are the best."

Brittany fell silent after that, her deep breathing soon revealing that she had fallen asleep. But Santana was no longer tired, her head buzzing instead with thought that she always tried her very hardest to keep far beneath the surface.