A/N: Meant to post this a few days ago, and I actually had the majority of it hand written, but my computer was being stupid. I couldn't even turn the darn thing on [and I swear I know how to turn computers on ;) ] This chapter has a different tone than I'm used to writing, but I felt it was necessary to give as much depth as possible to Santana.

Oh and thanks to my beta reader :) If Stephanie didn't read over this, you guys might get a little confused at points. :)

Let me know what you guys think!

Enjoy :)

Chapter 2 - Talking Dirty

"Do you like this one Santana?" Brittany asked from across her room.

"Mmhmm." I answered her, even though I was back on her bed with the sheets stuffed over my face.

The conversation I had just had with Quinn was replaying through my mind like a fucking broken record. Why the hell did I say that? God, I'm so stupid. I'm surprised I didn't start crying and hyperventilating like a blubbering idiot, given how pathetic I must have sounded.

I scrunched my eyes even tighter shut and flopped my forearm over my eyes to stuff the sheet even further into my face. Maybe I can force myself to forget about it if I strain my brain enough. So pathetic. Pathetic crybaby. Guys like me because I fuck good, my exact words. Saying something, anything, about Brittany would have been better than saying that out loud. Like Quinn needs more ammunition against me. And then to make things worse for myself, I tell her that I haven't had sex with Puckerman for a while. There's not a single doubt in my mind that she hasn't figured out why that is. Quinn's not stupid. She read that letter Brittany gave to me. She's seen us flirt. She's seen Brittany lean into me during Mr. Shue's little pep talks, put her lips a little too close to my ear, put her hand a little too high on my thigh, and she's seen my reaction to that. She's seen me fidget and pinch my knees together after Brittany hushes something suggestive into my ear. So, yes, I would have been better off just blurting something about not wanting to lose Brittany, instead of leading Quinn's mind in that direction and telling her that I haven't slept with Puck recently, and telling her that I'm not confident about my body around guys.

Besides, why wouldn't the two most sexually active girls at McKinley High not being getting there freak on together?

"Santana?" Brittany's hand slapped my knee.

I flipped the sheet off my face to find her standing at the foot of the bed with a ridiculously adorable pout. She was squeezing her eyebrows together causing the skin on her forehead to wrinkle, her lips were so tightly pinched together that I knew she was forcing herself to stay quiet and wait for me to speak, and her fists were balled up and hanging just below her hips.

But it was her eyes that caught my attention. They looked concerned. Those strikingly gorgeous blue eyes are what always give away her secrets. When she should have been glaring to match all the frustrated features of her face, her eyes were soft.

"What'd I do?" I asked and decided to sit up. The sheet curled into my lap as I crossed my legs.

"I said you weren't even looking. How could you have known what this looks like?" She pointed to her motocross shirt. It was pink, with white writing, and a black fox face on the chest. And just below the bottom hem of the shirt, her underwear was peeking out.

That's when I noticed she didn't have any pants on, just her Wolverine underwear that she bought last week when we went on a routine shopping trip at the mall.

"You're wearing that underwear right?" I teased and glanced back down at the purple panties. My eyes traced over the yellow elastic that hugged her hips and curved in between her legs. "Cause that'd be super hot." I looked back up to notice her glare faltered.

"I'd burn my legs on the bike." Her face finally relaxed a little, and her arms started to swing.

"That's okay." My voice softened and stuck to my throat as the natural rasp in my voice slowed the words down. "I'd rub lotion on them afterward." The corner of my mouth curved upward and I patted a spot on the bed beside me. "Have a seat."

I knew she caught the intentions in my words. Just as I'd been staring at her all day, I'd caught her glancing at me. I saw her eyes linger on every inch of skin that my bikini didn't cover, and I saw her eyes begging to peek under to the skin that my bikini did cover.

But Brittany being Brittany, kept her arms swinging playfully until she rounded the bed and plopped down near me. She sat with one of her legs tucked under her and with the other one dangling off the edge of the mattress.

"Hey Santana?" Her voice matched the softness of her eyes. She began to fiddle with her hands and bit onto a small piece of her lip.

Shit. She heard. She had to have heard Quinn and me in the hall.

My breath hitched when I tried to say what. So instead I settled with a non-incriminating hm. It was the only sound my throat was going to allow me to make.

"Is everything okay?" She asked the question without looking at me. Her eyes were locked on her hands. "You just seem distracted."

My thoughts were frantic. I was scrambling to find the right words that my lips were searching for. "I'm fine Britts." I forced my face to stay calm and hide the internal panic my mind was fighting. "And I like this one," I reached forward and pinched her sleeve in between my fingers. "You look super cute in it."

A smile grew and lifted the corner of her cheeks. She clasped her hands together and started to scan the room. She's definitely blushing.

But my mind was still running at a million miles per hour. It felt like tiny little men were racing around the caverns inside my brain and knocking over file cabinets and throwing important papers around. I just wanted to yell at them to stop. For things to stop. I wanted to slam my palms over my eyes, curl up, and shut myself up. This feels like some crazy sugar high, minus the sugary goodness, but plus the panic.

When her eyes returned to me, they flickered down to my lap, and then back up to my eyes. "You'd look totally hot on a bike." She smiled again. This time it was less adorable, and more seductive.

Okay, stop now Santana. She's off the topic. Calm down. Shut your brain up.

"I'd look smokin' hot on anything." I nodded and responded. That's something I'd normally say right? It sounded good.

"Especially on me." She said the instant I finished my response.

Those words froze my thoughts for a moment, but the panic quickly returned. It felt as if someone were shouting into my ears, and I couldn't figure out what they were shouting. It was just noise. Loud noise.

I'm going to have another fucking panic attack.

Brittany scooted closer until her knee pushed up against mine. And then eyes went wide, "I mean on my bike. You'd look hot on my bike." She corrected herself.

Brittany's sudden correction sent me back to her recent confession, especially on me. It allowed me to stop and think about something other than not physically showing my panic.

I took a small, but deep, breath, and replayed Brittany's last sentence, just so I know I heard it right. I mean on my bike. You'd look hot on my bike.

As bright as day, she'd blurted something a little dirtier than we're used to and then corrected herself. We've gotten to the dirty sex part of our confusing relationship, but we really haven't developed any words for it. This is the first time Brittany's accidentally blurted a thought she was having about me, since the day she confessed to pretending to kiss me when she kissed others.

It really wasn't that big of a deal. Those sweet-nothings she whispered into my ear during glee rehearsal were occasionally suggestive and seductive. You're legs are soft. Want to stay the night tonight? My legs are sore from cheer, you should massage them later.

But this was a little different. It was less suggestive and more direct. And it kind of implied a subtle possessiveness she had over me, because I'd look especially hot on her.

And I'm going crazy. Over-analyzing.

"Are you talking dirty Britt?" I played off of her obvious embarrassment and threw the blunder into a completely different direction that my mind was taking it.

"Maybe…" Her cheeks looked flushed and pink.

I could feel my own cheeks heating up. Why am I blushing? I felt the heat crawl up my neck and nestle behind my ears.

"Well," I tried to shake it off. I'm definitely not shy when it comes to talking dirty. "I like it." I put my hand on the inside of her knee and started to massage with my thumb.

I continued to focus on massaging her leg. Is she going to say something else? Did I say something a little too much for us? I knew I shouldn't have talked about it. I'm good at doing it…I need to stick with what I'm good at. Sex.

From the corner of my eye, I could see Brittany thinking, and trying to decide what to do. After what seemed like forever, when I thought I was going to rub the skin on the inside of her knee raw with my thumb, she pulled her leg away and stood up.

All of the oxygen left my lungs the instant she was off the bed. It felt like she had ripped my stomach out with her as she stood up. I couldn't decide if this breathless hardening of my body was better than the previous panicked chaos.

My eyes skipped something. One second I was gawking at Brittany standing next to the bed, and the next her pink motocross shirt was inches from my face. She had crawled back on the bed, straddled my crossed legs, and was cupping her hand around one side of my neck while she leaned her mouth down to the opposite side. She stopped when her lips brushed against the top of my ear.

"Just moan when it feels good." She whispered. Her tongue followed the words and flicked over my ear.

I closed my eyes. Her tongue flitted across the sensitive curves in my ear and her lips swept over the tingling skin. Each time I would squirm from her touch, she would stop her lips and push them to my skin. Her lips kissed in front of my ear, behind my ear, below my ear.

Her kissing paused. "You taste good…" She kissed against my jaw. I tilted my head back to expose more of my neck. "Lay back, I want to taste more." She spoke into my neck.

The spot below my belly button twinged and twisted. The words intensified the anticipation. Before I was able to lie back on my own, she leaned into me and guided me back. Her face stayed in the crook of my neck, until I was flat on my back, and my knees were bent up. She continued to straddle me, now over my stomach.

With her lips pressed against my neck, she whispered again. "I bet I can make you scream."

I had to hold my breath to keep in a groan. Was she really this good at dirty talk, or am I just extraordinarily turned on by everything she says? But I couldn't say anything. I wanted to respond, I wanted to touch her, kiss her. But I was too focused on keeping myself from coming. Not that that is ever a bad thing, but I should probably at least wait until she touches me.

Her lips drifted down from my neck and stopped at the bottom of my throat. She took the skin into her mouth for a brief moment, let it slip from her lips, and nipped it delicately. Her hands slid up and down my sides as she continued this.

It was slow. Her digression. She was drawing it out. Tempting each and every little groan she could force from my lips. She was finding the spots that had never been kissed before. She did this, until her lips were between my breasts and her hands were hooked around my bikini bottom.

"You're heart is beating fast." I felt her lips break contact with my skin.

I opened my eyes to find her peering up at me. Her hair was damp. She'd swept it over one of her shoulders, but it still trickled across my chest and bikini top.

"Keep going." I ignored her observation, but now I couldn't disregard the pounding inside my chest. I'd felt it faintly when she'd started to get lower, but didn't pay it much attention. It only seemed a small side note compared to what was happening elsewhere. But now that she'd pointed it out it was all that I could think and feel. "It's fine Britt. Keep going." I laid my head back down and closed my eyes.

But her hands didn't continued to drift across my skin, and her lips didn't restart their trailing kisses. Instead the bed shifted, her shirt brushed back up my front, and her lips steadily pushed into mine. She shifted the kiss once, just to take my bottom lip into her mouth, but held still for a bit longer than she usually does. I know she was trying to distract and calm me, but my nerve endings were screaming. The only part of my body that felt cool was my lips, and when Brittany usually kisses them they feel as if they're on fire.

The longer she held the kiss, the slower my heart started to beat. My coolness from my lips started to melt across the rest of my skin. And when I felt like I'd calmed enough, I reached my hand up and pressed my palm against her cheek. My lips moved and I captured her into the kiss. And I continued to change the kiss, slip my lips over hers, and curve my mouth around hers. I did it until both of my hands were pressing into either side of her face and I was out of breath.

I broke the kiss and took a heavy breath, keeping our lips close. She smiled against the corner of my mouth and I echoed the smile. "Okay," I said. "I'm fine."

She believed me this time. I closed my eyes and she scooted back down my body, until she was in between my legs.

Again that twinge returned. It sent a deep throb from my center and down my legs.

Her fingers hooked around my bottoms and she easily slid them down my hips, over my thighs, and off my ankles. She moved slow and carefully, measuring each of my movements, waiting to see if I was okay.

Her fingertips glided over the inside creases of my legs, until she floated inward and grazed my center.

A begging moan slipped from my lips. Just moan when it feels good. She'd said it moments earlier. But I didn't want to take the chance of her not catching on. So I scooted closer. I shuffled my body down until I felt her knuckles bump into my wetness.

Her hand flipped over and she slipped the inside of her finger up my folds, until her two middle fingers were pressing against my mound. She started small circles.

Her right hand worked on my clit and her left hand rested on my thigh. As her circles moved faster, that free hand would pinch tighter against my skin.

I was letting out small breaths now. Both wanting more, and fighting to keep myself from peaking. Her hand stopped pinching my thigh, and her fingers stopped their circles.

Two fingers pushed inside me and her palm bumped against the sensitive mound she'd just manipulated. The breath I let out in response was heavy and whimpering. Every time she pushed her fingers inside of me I'd let out the same pleasured noise.

Her fingers retracted, and pushed back deeper. The small of my back arched and I clutched the sheets I was lying on.

Her fingers thrust faster. Oh, oh, oh, oh, oh. It was the only noise I could make. Each time her fingers went deeper and I felt myself clinch tighter around them.

She started to drift her other hand up my thigh. It nicked over my hip, slithered up my side, and stopped at the bottom of my bikini top.

Her hand squeezed under the top. With her body now leaning over me she continued to pump her fingers, while she pushed her other hand over my breast.

My entire body froze. I went stiff. My throat caught all the pleasure, hitched, twisted it, and shoved it back down to my stomach. My legs went rigid and started to cramp.

Brittany immediately noticed to reaction. She jerked her hand away from under my top and pulled her fingers out from me.

"Scoot back here Santana." She tapped against the headboard on her bed. "Here, I'll help you sit up."

I didn't even need to respond for her to hug around my body, lift me up, and scoot me backwards. My back pressed against the white metal bars at the top of her bed. They only reached up to my lower back. As I shuffled and Brittany helped me scoot, the rest of her pillows fell off and the sheet slid to the floor.

She went to lean back out of her grasping hug, but I clung on desperately. All I could think about was some doctor stabbing me in the chest with a knife and then shoving shit into my skin. The instant Brittany had touched my chest, I short-circuited. And even though I feel pathetic, I won't let go of her.

She returned to her hug. Her body pushed into mine as she sat down on her knees next to me, and she pulled me into her. I felt my mouth press against her collarbone as I frantically tried to catch my breath. It felt like my entire throat was closing, my lungs were on fire, my body was aching from cramping.

So I clung even tighter. "I'm so sorry." I muttered into her shirt. It was ridiculous what I was doing. I'm freaking her out. I know it. I'd been so good lately. Last night we did some pretty crazy things, and I didn't freak out in the slightest. How the hell is Brittany going to touch me after this?

"No," She petted through my hair. "I'm sorry. I didn't mean to. But it's fine. You're fine."

I was starting to calm down. I felt my heart slow its frantic tumbling and my throat starting to allow some oxygen in. Soon enough, my breaths were deep and controlled. "I'm fine." I said it, but didn't let go of Brittany.

"Okay." She mumbled.

I'd grown focused on her hair. It had kept my mind from replaying what had happened, and helped me finish calming. It smelled like hose water and kiwi. And it was soft and airy, not soft and calm like it is when she gets out of the shower. "You smell good." I said it without intending too. The words just formed themselves.

Brittany dropped her arms from around me and leaned back. I let go of her, not wanting to end up looking too desperate.

She inspected me with her eyes. She examined my face, and when she dropped her eyes down to my chest, my heart pumped heavy for a couple of beats. Then her eyes dropped down to my naked lap. She didn't linger long, and just looked back up at my face. "What happened?" The tone of her voice broke my heart. "Did I do something wrong? Sorry, I've only done this stuff with you before so I don't know if I'm doing it right. From the sound of it, I thought you liked it…" She had to hold her breath to stop herself from continuing.

I shook my head frantically. "No. Britt it's nothing you did. I'm fine really." Fuck, how do I explain this? That was probably one of the weirdest and worst panic attacks I've had. Not to mention it was during. I've never had that happen during. "I just, got, just," I couldn't find an explanation that didn't involve my surgery scheduled for tomorrow morning. So I decided to skip over the explanation part and focus on what else she had said. "I did like it. A lot. You were doing it all right." I shifted, not really sure what else to say. "Sometimes I'm not used to it." That was true…maybe only a half-truth, but still it's all that I can give her right now. "I-I…With guys, they don't do this stuff, so I'm kind of not used to it."

"Is it bad?" Brittany didn't seem to understand what I was saying. Who could blame her though, she's probably freaking out.

"No. No. It's good." I stopped, took a breath, and forced myself to continue. I needed to give her some sort of explanation no matter how pathetic it was. "All this stuff," an awkward gulp interrupted my sentence. I started over. "All this stuff we do…is new to me too. And the things you make me feel are new." Holy shit, I can't believe I'm telling her this. "I've never…" I omitted the word. "…with a guy." I examined her again, not sure if she had understood. I tried my explanation again. "It's always quick with guys, and all about them."

"Oh." She finally got it. Her face registered my meaning and I saw it splay all across her face. Her eyes widened a little in surprise.

I'm an idiot. Like that explanation was better than just saying, I'm having a boob job tomorrow and when you touched my boob I freaked a little. I'm such an idiot. First, my extended explanation to Quinn about why I was having the surgery in the first place, and now this? I just admitted one of the most personal things in my life. It's like I try to hide something, and then something worse blurts itself out.

"Well," she gulped. "Me too. That night I came home drunk and we woke up super early was the first time I'd ever…had one." She didn't say the word either. "It'd felt good with guys I guess, but not that good…" She tucked her lips into her mouth again. "Was it the dirty talking?"

I let out a sighed laugh. It felt good. "I liked the dirty talk. It was hot. We should definitely try things like that more often." I said. Good, bring up doing it again. If she knows that I want to keep doing it, she won't think it was her fault. But I can't keep freaking out like this. That surgery tomorrow will fix things. It has too.

"Like I can wear my motorcycle helmet?" She suggested.

I laughed again. "I'm not sure if I'm into the whole S and M thing. The helmet thing sounds like we'd need something dangerous to justify it. I wouldn't be opposed to tying you up though."

Brittany smiled again and that blush from earlier crept back up her neck.

"All right." I slapped her legs. "Let's get you dressed and packed."

XXXxxxxXXXXxxXXx

We were on our way back. The race was actually pretty cool, and unlike some sports, it's not that complicated to understand. People just race around a dirt track and the first one wins. Brittany did well. Not first place, but second in both of her races. I spent most of the time gawking at how fast she was riding her bike, and teasing a group of young teenage boys near the bottom of the bleachers. I'd bend over and let my shirt hang, daring them to take a glance at my cleavage. I'd sit with my legs on the row in front of me, so my shorts would creep higher on my legs. And then when they'd look back, I'd alter between a threatening glare and a coy smile. All in all, it was a good day's work.

I pulled Finn's truck into the Taco Bell drive-thru. We were hungry, and it was well past dinner time. Finn had let us (I made him) borrow his truck to carry Brittany's bike. He loaded it up for us before we left, and then Brittany was able to get it up and down after that.

"Let's pretend like famous people are in the car." Brittany said to me from the passenger seat.

"Welcome to Taco Bell, can I take your order." A woman spoke through the speaker.

"Can we get this order to go?" Brittany leaned over me and spoke robotically out my window.

"…Yeah."

"I just want two soft tacos." I spoke out the window and looked back toward Brittany. She was back in her own seat. "And you?"

"Tell her I want a Super Crisp Exploder." Brittany said with a straight face.

I cocked an eyebrow. "That's not even real."

"Yes it is. I saw a commercial." Brittany defended herself.

"Why would they name something that?" I was still apprehensive.

She just shrugged.

I eyed her suspiciously before turning back out my window. "Could I get a…super," I paused and looked back at Brittany.

"Super Crisp Exploder." She whispered.

I turned back out the window. "A Super Crisp Exploder…"

The second I said it, Brittany let out a laughed snort. I jerked back towards her and playfully slapped her shoulder. "Britt!"

She ignored me and leaned back over my lap. "Can I just get a Quesadilla? With chicken. Lots of chicken."

"Anything else? Anything to drink? Any hot or mild sauce?"

"Two waters. And two of each sauce." I responded. I turned back and looked at Brittany, a devilishly guilty grin covering her face. "You want anything else?" I tried to sound sassy and angry, but a smile had crept up my face halfway through the question.

She just shook her head no.

The lady told us our total, we drove up to the window, picked up our food, and started driving back towards my house. Finn was supposed to meet me there to pick up his truck, and by the looks of the clock (10:14p.m.) we're about forty-five minutes late.

When I pulled up into Brittany's driveway, Finn lumbered out of a car that was parked in the road. And as expected, Rachel Berry came tumbling after.

"Hey guys." Finn waved as he approached. He reached back and grabbed Rachel's hand.

"You guys are almost an hour late." Rachel snapped at us. "We've been sitting in my car all this time. A simple phone call would have sufficed. Instead my dads are probably up worrying about my return, since I told them I wouldn't be long."

"We had special stuff to do." Brittany shrugged and slammed the door shut behind her.

"Why didn't you guys just fuck in the car or something?" I rounded the truck until I was standing next to Brittany, and Finn and Rachel were in front of us. "Then again, that probably wouldn't have taken up much of your time."

Rachel coughed and choked on her spit after I finished my sentence. Finn just stood there with his jaw dropped.

"There there." Brittany leaned forward and softly patted Rachel's back. "Raise your hand. Like this." Brittany raised her left hand in the air. "It helps."

"W-what?" Rachel tried to clear her throat.

"It does." Brittany lowered her hand.

Finally Rachel stopped her annoying cough. "I thought the teacher just told you that when you were little so she would know when you were choking?"

I turned and looked at Brittany and exchanged a shrug with her.

"So, uh," Finn interrupted. "How'd you're race go? Didya win?"

"Britt got second." I held up two fingers.

"Twice." Brittany held up two fingers as well.

"So you're headed out of town tomorrow right?" Finn looked at Brittany.

"Sure am. Gonna motocross over all there lame asses." Brittany smiled.

"Which means," I said. "Can you take this bike out? We're tired." I pointed to the back of Finn's truck.

"Oh, of course." Finn jumped at my command and started to un-strap the bungee cords that fit snug around Brittany's bike.

"When I was little," Brittany spoke to Rachel, "I was biting my nails, and inhaled a piece. It was awful. And sharp. One second everything was fine, and then the next second I was choking on a little tiny knife."

I decided to keep my attention focused on Finn, in case he did something stupid and dropped her dirt bike.

"Uh," Rachel stuttered, obviously a little thrown by the randomness of Brittany. "Did you learn to stop biting your nails…?"

"No, but I learned to stop inhaling them." Brittany said matter-of-factly. "Soon enough you'll learn your lesson."

Rachel and Brittany continued to talk. Brittany confident in her quirky statements, and Rachel hesitant and unsure of how to respond half of the time, which was actually amazing. If Brittany would just talked to her the entire time during glee rehearsal, I wouldn't have to listen to her annoying interjections and suggestions.

As soon as Finn unloaded everything, Brittany and I went inside her house. We put the dirt bike in her back yard, we locked all the doors, got ready for bed, and curled up on her bed with the TV on. Brittany still had dirt stains on her face from where her goggles were, but I didn't say anything. It was kind of cute.

And when Brittany laid her head on my chest, hugged my waist, and focused her attention on the TV, I didn't panic this time. The way she had teased me in the drive-thru, even the little conversation we'd had with Rachel and Finn, had helped pull me away from my panic. It kind of lightened my mood. I know that's not going to be the case tomorrow morning when Quinn picks me up, but for now, it's the best I can do.

"Hey Britt?" I said before my eyes completely closed and I drifted to sleep.

"Yeah." She spoke into the tank top covering my chest.

"When do you get back again?" I wanted to make sure my days were straight. I wanted to be one-hundred percent by the time she returned.

"My parents are picking me up at six in the morning." I could hear how tired she was, just by listening to the way she spoke her words. "And then I'll be back in five days." She lifted her head and looked at me. The movement from her woke me from my half-sleep. "You're okay house-sitting? And feeding Lord Tubbington? I can stay if you're not." And just when I thought I'd be able to forget about my little panic attack, she directed the conversation straight for it.

"It's totally cool. Me and you're cat are super tight. And you have a race to go to." I said to her.

"I can just dump out a whole bag of cat food, and leave like four litter boxes around the house. You can come if you want?" She asked.

"Sue needs me for some cheer stuff Britt. And I won't have time to pack, or ask my parents. Plus, I'm the only one who you trust with your cat." I smiled and tried to reassure her. I'd left out the part about my surgery, but by the time she's back I'll have the confidence and words to explain myself.

"Are you talking dirty?" Brittany smiled and pinched her lips together. Her sentence mimicked my exact words to her earlier today. "Each time you say something about my cat it sounds a little dirty."

"No…" I laughed.

She laid her head back down on my chest. "Just call me then. And text so I don't get lonely."

"'Kay." A heavy wave of tiredness swept through my body, begging me to fall asleep. "I will."

"And don't let Lord Tubbington get away with stuff. He knows what he can and can't do." Her lips moved against my chest as she spoke.

"'Kay." I was too tired to say any more than that.