AN: I forgot to put this in when i originally uploaded this first chapter of this fic. but this is set after Prom but before Nationals. i also don't normally like any other pairing other than Puck & Rach, so there will be a lot of Puckelberry as well as Pezberry throughout this. i still haven't decided who will end up with who but you input would be amazing :)

as for now i haven't decided weather it will be pezberry or puckelberry for endgame, but i will know by the time i fully get into this fic, so please bear with me, as i flick back and forth with puck and santana. but for the moment, it will be a puckelberry fic because i don't see rachel being with anyone but puck, and originally he was endgame anyways when i thought up this story. sorry to those pezberry lovers, but thats just how i see it.

xxx

"Never have I ever…."

She slurred running her hands through her hair as she thought of what the people around could have done. "Made out with puck" she smirks as she watches Quinn lift her shot glass to her lips throwing back her head as she threw down the alcohol inside the small glass; but to her surprise Rachel did the same, a small moved across her lips as she turned to Brittany wiggling her eyebrows.

The blond took that as a sign to take her turn. Brittany grinned at her Glee Club friends as the entire club sat around in a large circle in Rachel's basement. "Never have I ever, made out with a girl" Brittany chirped and all except Rachel downed their next shot.

This gave her a rather brilliant idea, giving the fact that they were all to the point of drunk dialling everyone in their phone books. Good thing that Rachel knew this could happen and got all their phones piled in the safe behind the bar in her basement.

"AW RACHIE!" she grinned moving through the middle of the circle, making sure not to knock over the empty shot glasses or the large bottles of tequila and vodka. "I'll kiss you" she whined slightly.

The short brunette should know what it's like to make out with a girl, she thought to herself. A sly smirk crossed her face as her right hand snaked out and slid around Rachel's neck underneath her main of wild brown hair before she quickly pulled Rachel closer and her lips locked on the smaller brunettes plump lips. She could tell Rachel was resistant at first but she persisted and within seconds the relentless little brunette was putty in her hands. Their lips moulded together perfectly; Rachel's lips parted ever so slightly and she took advantage of that pulling Rachel's bottom lip between hers as she grazed her teeth softly against the inside of the girls lips causing a soft moan from her and cheers from the rest of the group.

She pulled away and moved back to where she was originally sitting a cheeky grin replaced the smirk that had been on her lips.

"Drink up Rach" she smirked as Rachel lifted the small glass to her lips and downed the entire shot of straight Vodka and everyone cheered again.

"Never have I ever" Rachel whispered, her cheeks still flushed from the kiss, she could see Rachel's chest rise and fall at a rapid rate as she tried to catch her breath.

Before she got that determined glint in her eye and she launched herself across the room and landed on Santana which made the Latina laugh again, but was muffled as the small girls lips were on forced on to hers, Rachel's tongue brushed over the top of Santana's lip causing the Latina to moan softly before causing Rachel to blush lean back to pull away from Santana's awaiting lips.

"Caused Santana Lopez to moan," she paused as she watched most of the guys and Brittany lift up their glasses but Rachel held up her hand to let her finish before they drank "with just one kiss."

Rachel giggled and smirked as the rest of her group grumbled and put down their glasses, Rachel's eyebrows raised and grinned as she lifted her shot glass to her lips again downing the drink.

"I must really know how to kiss then huh Santana?" she giggled her soft melodic giggle she had perfected to cause chills to run down someone's spine.

Santana Rolled her eyes and smirked at the shot Brunette shaking her head trying to clear her head slightly from the drunken daze she was in.

"im just as good as you are Rach" she whined "if not better" she continued before grabbing the Vodka bottle and taking a swig instead of pouring it into her shot glass.

"That was, so hot!" Finn muttered as he watched his former girlfriends Rachel and Santana 'suck face' as he liked to put it.

Both Quinn and for some surprising reason Puck gave him a rather dirty looks causing him to scratch his head in confusion.

"What? It was" he admitted and puck lightly spalled him over the back of the head.

"Shut up and take your turn you big dickhead" he growled as he watched the sexual tension go through the roof, causing a sharp stab to his gut holding in an angry growl at the two girls.

It took approximately 30 minutes after everyone to fall asleep for both Santana and Rachel to sneak up to her bedroom two floors up. Santana had never seen Berry in this way and for the first time she was seeing what Puck, or Finn or Jesse saw in her when they all briefly dated her throughout the past year and a half.

Santana smirked as she felt the small brunette tug on her hand to pull her faster up the stairs and away from their classmates. She knew that if they were in any way sober this would never happen, but under all that resentment of Rachel that she held, she could see some potential behind Rachel's horrible clothing choices and annoying personality she was smoking hot; even if she did have almost nonexistent boobs.

xxx

Both Rachel and Santana where to drunk, to excited and slightly too horny to care or notice that Puck has been woken by their quite foreplay on the way to her room. Being Puck it's not too surprising that two girls giggling and moaning softly woke him, his sex radar was uncanny, the slightest sound never went unnoticed from him, especially when those noises where coming from his two favourite girls; Santana and, though he wouldn't admit it, Rachel.

Of course being half asleep Puck didn't realise they both girls were no longer in the room to begin with, but as the hushed giggles and moans slowly began to fade he got an idea where they were heading. With his pounding and his eyes half closed he stumbled through the sea of sleeping body's trying not to wake anyone else, especially not Lauren. Muttering under his breath as his toe collided with the bottom stair gripping the stair railing. It's defiantly harder than I thought to find the stairs in berry's basement in pitch black he thought to himself as he slowly climbed the stairs.

His trademark smirk crossed his lips as the giggles and moans became louder as he closed the basement door behind him as quietly as possible. Being almost too drunk to stay awake Puck rushed through to the front of the house to find the second set of stairs in the Berry house.

It didn't take him too long to climb the thankfully straight staircase and shuffle down the hallway to Rachel's bedroom, where he had spent almost a full hour the year before making Rachel moan. Puck didn't hesitate before he wedged her bedroom door letting their soft moans fill his head; this was defiantly going to his spank bank.

Luckily the two girls didn't hear the creek of Rachel's door as he slid into the room to find both said girls on Rachel's bed. Santana had somehow gotten Rachel out of her dress and just down to her panties; Puck held in a groan as he watched them, his eyes lingered on the expression on Rachel's race as the Latina placed softly kisses down her neck.

Santana however was still in her bra, to Pucks disappointment but she made up for it as her lips kissed down Rachel's through the middle of her small but perfect boobs, he could feel his jeans slowly start to tighten around him as he continued to watch the two girls.

xxx

Santana smirked up at Rachel as she slowly moved her lips between the smaller girl's boobs, she watched Rachel as she discovered the soft pleasures of another woman's lips could do. Santana didn't hesitate when she moved suddenly to snake her tongue out and run circles around her hardened nipples. The soft pleasure filled moans engulfed the Latina and drove her to wanting more and more of the melodic sound that left the girl who lay beneath her.

Santana's lips parted as she attached them to Rachel's right nipple grazing her teeth over the small bundle that she held in her mouth, she sucked softly as she heard Rachel's moans slowly become more frequent, it took no time at all for Santana to slowly slid her hand between the two tan legs pressing her index finger to Rachel's now soaked panties. The Latina purred in pleasure as she felt the girl's juices through her panties.

"Mm Rachie, you're so wet for me" she whispered in the tan girl's ear her lips parting and pulled the earlobe into her mouth nibbling on it softly which caused another moan that Santana surprisingly craved to hear.

The Latina watched as the girl beneath her squirmed at just the slighted touch, she didn't bother with removing the soaked panties, she just pulled the aside with one finger and held it there with her thumb, brushing her middle finger up and down Rachel's heated folds.

This small movement of Santana cause Rachel to whimper bring a smirk to both Santana and the silent Puck who hid practically in the shadows of Rachel's room. It was if puck couldn't contain himself any longer, he grunted softly in approval which to his disappointment caught Rachel's attention causing her to look around the room as if it were her dads who had found them.

Puck couldn't help but chuckle at the look that crossed Rachel's face as her eyes locked onto his, a soft squeak left her perfect lips as she tried to find something to cover herself with, no amount of pleasure that Santana gave the smaller girl would make her be okay with doing this infront of Puck, and he knew it.

"San…" she whispered franticly trying to hold in a moan as the Latinas fingers softly brushed her fingers between Rachel's fold. She couldn't complete a full sentence so just spilled out his name and it worked just as well.

Santana's head shot up from gazing lustfully at the girl beneath her flipping her hair over her shoulder as she went, her eyes like daggers into Pucks skull as she caught him almost drooling over the state he had found the girls in.

"Puck!" she hissed "what the fuck!" she continued grabbing one of the smaller pillows off Rachel's large bed and hurled it at the tall man in the shadows "get the fuck out!" she whispered trying to not shriek at him.

Being his badass self he shrugged and smirked at the two girls on the bed "what?" he practically purred, this was something he could have only dreamt of a million times.

"You two hotties have some fun without me" he whispered moving out of the shadows and towards the bed resting a hand on Santana's ass squeezing it tightly causing a soft moan from the Latinas lips.

"So, I wanted to join in on the fun" he smirked down at Rachel over Santana's shoulder watching as her cheeks slowly became flushed with colour.

He could tell Santana was seriously considering it, she knew how good he was with his fingers, let alone his tongue. He gave another squeeze to the Latinas ass leaning close to her neck letting his hot breath caress her skin.

"Or you two could just let me watch" he grinned "Im sure Finn would love to hear about this" he said practically growling.

He watched as the colour in her cheeks deepened to a light crimson which caused another chuckle cross his lips causing her brow to furrow "p-please, don't" she whispered as a pure look of horror crossed her face, her lip trembled and the urge to kiss her grew within him.

He rolled his eyes trying not to feel something for the beautiful Jewish girl under Santana "I won't," he said, his voice suddenly soft. He was mentally kicking himself for getting too soft. "But I want in next time berry, you got that?" he said grumbling before he turned on his heel and walked out.

He stopped in the door frame "tell Lauren ill be back in the morning to get her" he grunted as he rubbed the palm of his hand against himself through his jeans knowing he would need to go find one of those desperate girls who beg to sleep with him to get rid of this hard on.

It didn't help that once the door closed behind him he heard the two girls start up again with Santana giggling and Rachel moaning almost every few seconds.

xxx

Rachel sighed softly as she heard her door close downstairs which give Santana the okay to start up again. Rachel clutched the sheets as she felt the soft touch of Santana's finger brush over her clit causing her hips to buck in approval.

"mm Rachie" Santana whispered into her ear, the Latinas hot breath sending chills down her spine "do you like how this feels?"

Rachel literally could not answer her, it was as if this pleasure that Santana created was leaving her speechless, and so she just whimpered and nodded. Her hips bucked again against the Latinas fingers.

Santana didn't even think she just pulled her finger out of Rachel and smirked as she watched as the girl whined softly wanting more. But she didn't give her what she wanted knowing this would be much better. Her other hand that had been holding her above Rachel moved to push her off the bed, kneeling down between her legs and smirking as she felt the heat of Rachel's core because she was so close. Rachel was still whining softly as Santana pressed her lips to her inner thigh kissing it softly before up over the girls folds and up towards the edge of her panties gripping the fabric between her teeth and softly pulled on them until Rachel lifted her hips up allowing her to pull them down her long silky legs.

"Rachie, you're going to enjoy this so much more than just a finger" she muttered as dropped the panties from her mouth onto the floor placing both hands on the insides of Rachel's thighs forcing them to open wider to give her a good view of Rachel's core.

She could see Rachel's chest rise and fall as her lips pressed to the folds once again her tongue snaking out and licking at the outer folds teasing the girl who was slowly coming undone with just kisses.

Santana smirked as she pushed her nose softly against the folds slipping between them and nudging the small bundle of nerves causing a loud moan from Rachel.

"oh San" Rachel called out softly her hips bucking once more as she felt Santana nudge her clit, it was nothing she had ever felt before. Surprisingly this small cry from the girl pushed Santana forward as she buried her lips between Rachel's wet folds and allowed her tongue to slowly lap up her 'berry juice' which she found to her disbelief appealing, and she knew then even in her drunken state that she would need more of Rachel's 'berry juices' no matter what.

AN: so this is my first girl on girl smut, so im not too sure if you will read or like it. Please let me know what you thought of the chapter since I will be updating soon.

Yes I know Santana is out of character but she is drunk so she's different in some ways, and so is Rachel. Im not going to make Santana and Rachel a couple just because I don't really ever see that happening, but there will be a lot of them together throughout the fic. So I would love to know what you thought and if you think I could continue this.