The sounds of the locker room ebbed as more of the Cheerios finished showering, changing, and leaving, until eventually there was only two girls left. Santana Lopez took one last recon mission around the space and then came back to where Brittany was sitting.

"Finally! We're alone," she said waggling her eyebrows and pulling the blonde girl to her feet. She spun the taller girl around until her back was against the lockers and then she moved in and began pressing kisses up the pale column of Brittany's throat.

Brittany's hands were pushing on her shoulders as she said, "S, wait."

"No time to wait, B," she said ignoring the hands and moving back in to continue kissing. "Today's Tuesday, I gotta be home in 45 for dinner con la famila before heading to Puck's. His Mom works the night shift tonight. You know this," she said as she moved to suck an earlobe into her mouth.

Brittany ignored the weakness in her knees and the heat beginning to flush her body under the brunette's ministrations. She pushed away more firmly, "Yeah Santana, I know. That's what I want to talk about."

Santana pulled her head back and looked into serious blue eyes. She began to get a bad feeling in her gut.

"Okay," she said taking a step back and folding her arms in an unconscious gesture of protection. "What's up?"

Brittany looked everywhere around the red room but into Santana's eyes. "I don't think we should do this anymore."

"Why not?" Santana asked with a frown.

"Because S, it kind of sucks for me." Brittany said as she looked down and leaned back against the lockers.

Santana didn't say anything, just toed the floor with a bright, white shoe and struggled to think up something, anything that would keep this conversation from ending where it had always been doomed to end.

Brittany continued, "I know we started this because it was supposed to be practice for boys or whatever, but S, you've been with like three boys since then. What are you still practicing for?"

Santana kicked harder at the floor before raising her head to look beseechingly into Brittany's blue eyes, "Yeah B, but YOU haven't. We could...should still practice for you."

The blonde Cheerio gave a small, sad smile. "I don't need to practice for boys, S. I like girls. I liked you. That's why I did the sex stuff with you, not because of dumb boys."

The Latina couldn't help but notice Brittany using past tense and even as she felt tears pricking her eyes she was swearing to herself that she wouldn't cry.

"Fuck!" She exclaimed, trading anger for the risk of imminent tears. "So what, you're going to go full Ellen and I'm just left behind while you ride away on your Pride parade float?"

"No, of course not," Brittany said, sniffling and giving in to the tears Santana wouldn't. "We'll still be best friends, and have Cheerio's, and Glee. But I want to have a real girlfriend, too."

Santana leaned a head against the locker and wished, for not the first time that she could offer her best friend all the things she needed and deserved. But the truth was she just wasn't built that way. She loved Brittany, and the sex was amazing, but not only did she know she preferred boys, she also knew that she wasn't cut out for all the cheesy romantic stuff Brittany craved.

Finally she could take the pitiful site of the crying girl no longer. She pushed away from the lockers and pulled the blonde into her arms, "It's okay, Brittany." She pressed a kiss to her temple. "Everything's going to be okay. You're still my best friend and I love you no matter what."

The two girls clung to each other tightly, neither one wanting to be the first to let go. Santana was the first to take the step back, letting go of Brittany with a shaky breath as she pulled her head back and held Brittany's face in her hands. Wiping tears away with her thumbs, she tried to lighten the mood, "We're going to find you some nice girl and we'll go on double-dates and she'll be super jealous that your first was so smoking hot."

It worked because Brittany laughed and then smiled shyly, "Actually, I kind of already found someone I want to date."

Santana swallowed hard and forced herself to ignore the leaden feeling that immediately settled into her stomach, "Oh yeah?" She dropped her hands from Brittany's face and sat back on her heels in a studied pose of nonchalance.

"Yeah," Brittany began, "she's really hot, and nice, and she said that maybe she would want to explore same-sex relations with me but..."

"But what," Santana said through gritted teeth, trying to damp down her jealousy.

"Well, Rachel said she's afraid you'll beat her up."

She SHOULD be afraid of me, Santana thought with satisfaction, right before her brain registered the first half of Brittany's statement.

"Wait...what? Rachel? Rachel BERRY?!" she exclaimed, voice bouncing off the concrete walls. The image of the two of them in Brittany's classroom before practice came to her mind. "Brittany, you can't be serious! Please tell me you're not serious! You are not going to replace me with Rachel freaking Berry!"

"I'm not replacing you, S. That's just dumb," the blonde shook her head and sat down on the locker room bench. "I just really like her. Please don't be mad at me."

Santana took deep breaths through her nose as she forced herself to calm down. If she couldn't give Britt what she needed, then she had deal with the idea that someone else was going to. And even if the person Brittany was choosing was completely ridiculous, and socially undesirable, and gross, she had to at least try to be supportive.

She sat down next to Brittany and took a pale hand into her own, darker one. It took two swallows before she could speak. "Okay, I'm not mad, B. It's just...you took me by surprise. I mean, Rachel just seems like a really odd choice. Hell, even Preggers would make more sense. But, Rachel…?"

Brittany nodded and smiled, "I know, it kinda took me by surprise too when I realized she was hot, but now that I thought it, I can't NOT think about it, you know?"

Rachel hot? No, Santana didn't know. Santana didn't want to know. She held her hand up to quiet the blonde before she said something else related to Rachel's hotness. "Too soon, Britt. Too soon."

"So, if I promise not to beat Rachel up, is she going to go out with you?" Santana asked.

"I don't know," Brittany fretted, "She said there were other obstacles, too."

Santana frowned at the idea that loser Rachel Berry would not jump at the chance to date a hot cheerleader, "Let's head out and you can tell me all about these 'obstacles'." She pulled a smiling Brittany to her feet and they gathered their stuff and headed towards the door.

As they exited, she nudged her shoulder into Brittany's and asked, "Pushing doesn't count as 'beating someone up', right?

"S..."

"Tripping?"

"Santana...no!" Brittany said even as she laughed.

"Well fine," Santana grumbled. "But if she breaks your heart, I reserve the right to cut a bitch."