A/N: Haven't written a fanfic since like middle school, so I'm a little rusty.

AU: Quinn isn't a cheerleader; she's a transfer & the new girl. Santana & Britanny are still best friends and cheerleaders (think back to season 1 versions of them).

Santana Lopez ran the halls of McKinely High School in Lima, Ohio. She was royalty and only a sophomore. Boys and girls alike, fawned over her and fell to her feet at her every whim and wish. Everyone knew better than to get in her way, or else they would only end up in embarrassment, pain and humiliation. She walked down the school halls, tan skin, tight body, with her perfect brunette pony swinging left and right, her arms hugging books, in her Cheerios uniform. Next to her, you could always find her best friend and sidekick by her side, giggling and laughing: Brittany S. Pierce, the blue-eyed, blonde bomb-shell that everyone only eyed as just that: a blonde.

They had been inseparable since fifth grade when Santana transferred from Lima-Heights Elementary School to Lincoln Elementary school. She had been the oddball and the outsider. No one wanted to be the poor girl's friend because everyone looked down upon her and she was different. But Brittany, with her innocence and purity (which would forever be her key characteristics), befriended Santana despite their differences.

Santana could clearly remember as if it was yesterday; Brittany approached her on the first day of school. Their teachers had assigned seats, but only with the ridiculous ice breaker to find your assigned table/seat by finding pieces that fit together. For example, Brittany's table had two clouds and was missing a rainbow. The tan girl seemed lost and shy. She was in the middle of the room, wide-eyed, desperate to find a friendly face to help her find her table.

"Hi!" Brittany said happily behind Santana.

Brittany didn't mean to, but she made Santana jump and she turned around timidly to face the blonde. "Hi," Santana replied softly.

"Do you have a rainbow?" Brittany asked innocently.

Santana looked down at the piece of paper in her hand that was cut into a shape of a rainbow and then looked up at Brittany hesitantly, "I think so?" she chirped back.

Brittany grabbed Santana's hands and both held the rainbow together and they smiled at each other. "You sit next to me," Brittany chimed, "I'm Brittany."

"I'm Santana."

And it was that moment that Santana would always have the safe warm feeling with Brittany. They were only ten at the time, but that moment sealed their bond as best friends. Santana trusted Brittany and protected her when needed. Santana glared and hissed at any boy that showed any interest in Brittany, but only because she knew what boys wanted out of Brittany. They wanted to take advantage of her innocence and purity. They wanted to take it away. Over Santana's dead body.

Santana knew what it was like to have her innocence ripped from right under her. She wasn't ready when it had happened. It was Noah Puckerman who had done it. He ripped her wings from her Freshman year. He didn't force himself on her, but he had pressured her into doing it. Santana kept telling him she wasn't ready, but he insisted that it would feel good. It didn't. It lasted eleven minutes. Santana remembered because she stared at her clock hanging on her wall as Puck had his way with her body.

Hell no, Santana wasn't going to let Brittany feel the same shame and pain. She was the only thing good in her life and the only person that was true to her. Santana couldn't explain why, but she just felt that Brittany was her other half. And no one would fuck up the only part of Santana that was good and pure.

"Shit," Santana groaned, "It's already eleven." Santana and Brittany had been doing homework at Brittany's house.

"Just spend the night," said Brittany with a smile on her face, "You never want to go home anyway."

This was true. Santana dreaded going home to the dysfunctional dining table with her drunken father and her insulting mother. "Okay," Santana replied with a half smile. "Can I borrow some jammies?"

Brittany walked over to her closet and threw Santana an oversized t-shirt. Brittany squirmed out of her tight Cheerios uniform.

Santana stared for a moment, studying Brittany's back and ass. Santana couldn't peel her eyes off of her best friend's red lace bra and panties.

"Can you unhook my bra, San?" Brittany asked innocently.

Santana blinked hard and swallowed the lump that had formed in her throat.

"San?" Brittany repeated.

Santana shook her head and snapped out of it, "Don't get your panties all up in a bunch," she snapped, "hold on." Santana got up from the floor and walked over to her nearly naked friend. She inhaled Brittany's smell. It was luring and heavenly at the same time. Brittany's skin seemed so smooth and kissable. Again she had to shake her head and snap out of it. Her hands slightly trembled as she reached over for Brittany's bra and unhooked it with ease.

"Thanks."

"No problem," Santana muttered. She walked to the other side of Brittany's room, suddenly feeling too nervous to be around her best friend. She too shed her Cheerios uniform off, exposing her tan, tight body in black boy shorts and a black lace bra.

"Want me to do you?"

"What?" Santana jerked her head to the right in a frenzy with bewildered, confused eyes and looked at Brittany with a cocked eyebrow.

"Do you want me to unhook your bra," Brittany finished with her brows lifted.

"Oh," Santana replied with a slightly embarrassed tone, "sure."

Brittany made her way to Santana and placed her hand on Santana's back. Santana mildly winced at the touch of Brittany's soft, warm, welcoming hands. What was only a second, felt so long to Santana.

"There ya go," Brittany said before leaving the room to go brush her teeth. She hadn't noticed her best friend's sudden nervous tendencies.

Santana heaved a deep sigh pulling the oversized shirt over her head and watching Brittany leave the room.

"What the hell is wrong with me?!" Santana thought to herself, "Stop being weird, Santana."

Santana couldn't explain these sudden urges she had to spontaneously just kiss her best friend Brittany. It felt so wrong and weird, yet it felt natural and right all at the same time. It was driving her mad. Obviously her best friend was straight, and she was too... right?

"I've been watching way too much of the L Word," Santana scolded herself in her mind.

Brittany walked back into the room and Santana stiffened up again, "Stop it," she thought to herself.

"Ready for bed?" Brittany asked as she lifted off the covers and hopped into bed, holding up the covers for Santana to lay next to her.

"Oh god," Santana thought. She just nodded in silence, turned off the lights and laid next to Brittany. Brittany's body was so warm. Their smooth legs rubbed against each other as Brittany's restless legs kept fidgeting. And then Santana felt as if she was going to die and have a spontaneous combustion. Brittany put her arms over Santana's slim waist and held Santana's small hand, her nose nuzzled into Santana's neck. The hairs on the back of Santana's neck stood erect and she felt a cold sweat coming on. She could feel Brittany's soft angelic breathing down her neck.

"Good night," Brittany mumbled, already dozing off into sleep.

"Good night," Santana mumbled nervously.