This is a longer chapter than the first, so I hope you guys don't get bored as you read! I think smut should come with detail, so people can enjoy it a little more! Enjoy.

The two girls were in Rachel's bedroom, both looking at each other and neither knowing who was to make the first move.

"Quinn?" Rachel finally spoke. "Are you sure you want to do this? I don't want to pressure you."

"Yeah, I'm sure, Rach. I really, really like you. You have no idea how many times I've thought about this, I never thought it would happen in reality. It's just... I've never done this before."

"Neither have I, Quinn. We can wait, if you're scared?"

"No," Quinn said, a little too eagerly. "I don't want to wait. I want to do this with you."

"Okay, if you're sure."

Quinn nodded and the silence continued. Before too much awkwardness to set in, Rachel spoke.

"You said you've thought about this before. Why don't you tell me what exactly you thought of?"

The blonde's breath hitched, the thought of telling Rachel her sordid thoughts making her erect penis strain in her spankies. They felt so tight, she wanted nothing more than to take them off and free her appendage. Well, could think of something she wanted to do more than that, but that could wait. She wanted to savour this moment for all it was worth.

"Um, well, when um, when I first started thinking of you... in that way... I always thought of you, um, down... down there. You know, um, on your um... on your knees."

"Ah, I see," Rachel's voice was filled with sex, which only served to make Quinn impossibly more erect. She slowly strutted over to Quinn, swaying her hips. "And is that something you'd like, Quinn? Me, on my knees, pleasuring you? Mmm, I bet you'd taste so good, Quinn. I can almost taste you now."

Quinn almost fainted. It took all of her strength to not let her knees buckle beneath her. "Oh my god," she whispered, as Rachel lowered herself to her knees in front of her.

Rachel's hands slowly went to Quinn's hips, as she moved her face towards the small gap between her Cheerios top and skirt. She poked out her tongue and stroked the skin of her slightly exposed stomach with the tip, before placing an open-mouthed kiss against the moisture she'd caused. Quinn groaned at the feeling of Rachel's tongue against her skin, wondering how good it'd feel elsewhere. Rachel's hands moved slightly up above Quinn's skirt, as she moved her face over to where the zipper was. She grabbed the zipper between her teeth, making Quinn moan out loud as she watched the sensual action, and she dragged it down until it was completely undone. She then moved her hands to the bottom of the skirt and slowly pulled it down over the cheerleader's soft, pale legs, throwing it to the side once Quinn had stepped out of it.

Now that the skirt was out of the way, Rachel could see Quinn's package, violently bulging out of the spankies. She stood up once again and looked deep into Quinn's eyes, before moving forward and catching the blonde's lips between her teeth. Quinn grunted at the sensation and plunged her tongue into Rachel's mouth. For the first time, and hopefully not the last, she heard Rachel sigh a breathy moan as she kissed her with fervour.

She felt Rachel tug at the bottom of her shirt, so she lifted up her arms and broke their kiss, nodding at the girl as she allowed her to pull the material up and over her head. Rachel's eyes went straight to the beautiful mounds that were on her chest, she could see the brunette's mouth practically watering. The smaller girl's arms went straight to her back and unsnapped her bra so quick that her eyebrows shot up. As the bra fell to the floor, Rachel's eyes done the same thing.

"I know they're only small because of cheerleading," Quinn self-consciously whispered. Nobody had ever seen Quinn like this and for one of the few times in her life, she felt vulnerable.

"No, Quinn. They're perfect. See?" Rachel lifted her hands to Quinn's breasts and gently massaged each one. Quinn closed her eyes and bit her lip; a sight which Rachel found completely sexy as she felt moisture spread between her legs. She changed her movements and tenderly stroked her nipples with her thumbs, causing Quinn to arch into her touch.

"Mmm," Quinn groaned.

"Do you like that, baby?" The term of endearment caused Quinn to suck in a sharp breath, as a sharp pang of arousal shot through her at Rachel's sultry voice.

"Y-yeah."

"Well, you'll love this."

Rachel stopped her ministrations against Quinn's chest, and began to slide her hand down her athletic body, while slowly dropping to her knees once again. Her thumbs hooked into Quinn's spankies and tight underwear, pulling them down her legs and throwing them beside where the Cheerios skirt lay. Her mouth watered at the sight of Quinn's penis, and she licked her lips before leaning forward. Her tongue poked out and she took a tentative lick of the tip, before wrapping her lips around it.

Quinn inhaled sharply at the new sensation. "Fuck."

Rachel released Quinn's dick with a slight pop and looked up at the girl. She waited until Quinn looked down and made eye contact with her, before she sexually tongued the tip of the penis once again. She swirled her tongue around the tip, while maintaining complete eye contact with Quinn. Quinn thought she was going to die.

"You know Quinn," Rachel husked, swirling the tip with her tongue again. She innocently fluttered her eyelashes as she spoke further, "I don't have a gag reflex. That's never something I've ever tested, because it's never been necessary. Until now, that is."

Quinn's heart very nearly stopped, as Rachel moved forward for a second time and wrapped her full lips around her erect member. She slowly took Quinn further into her mouth, inch by inch, until the entirety of Quinn's dick was snugly tucked into Rachel's mouth and throat. Quinn's knees almost buckled as Rachel started bobbing her head back and forth. The diva's small hands went to Quinn's behind and she pushed Quinn further into her, the dick hitting the back of her throat. She kept it there and started humming, which drove Quinn absolutely crazy.

"Holy fuck," she groaned.

She moved her hands into wavy, brunette locks and inched her fingers to the back of Rachel's head. She began moving her hips slowly, pushing into Rachel and pulling back out. Rachel groaned her approval, causing Quinn to move a little faster.

"Shit, Rach. Your mouth feels so good."

The pace of both Rachel's bobbing head and Quinn's hips sped up, and Quinn could feel herself getting closer to the edge. She just knew she needed a slight shove, so she continued to fuck Rachel's face, not having to worry about choking the brunette.

"Oh god. Fuck. Rach, I-I'm almost there. Keep going, baby, keep going."

When she felt her dick hit the back of Rachel's throat, she pulled the diva's head closer to her body, to which Rachel responded by humming louder and stronger than she had earlier.

"Shit, Rach!" Quinn squealed, as she continued with her thrusts. "Mmm, yeah. Fuck! Oh my god. I'm about to blow, baby. Unless you want me to shoot my load down your throat, you'd better stop."

Quinn expected Rachel to remove her mouth at her warning, but instead, she bobbed her head even quicker than before, determined to bring the blonde to an exploding orgasm. The fact that Rachel wanted Quinn to come in her mouth made her tumble over the edge she was on, and she felt hot, thick cum shoot out of her dick, straight into the back of Rachel's throat. To her surprise, Rachel swallowed everything she had to offer, not spilling a single drop. As she released Quinn's dick, she wiped her mouth with her index finger and her thumb, before standing up in front of Quinn.

"I hope that was satisfactory, Quinn."

"Rach, that was so amazing. I've never felt anything so good in my life. Your lack of gag reflex really did come in handy," she said with a wink. But now, there's just one problem. You're overdressed."

With that said, Quinn and Rachel both worked on undressing her as quickly as possible. Quinn felt utter desperation to see Rachel naked, and Rachel felt equally desperate to feel some friction between her legs.

When Quinn stripped Rachel of the last of her clothing, she pushed her back onto her bed, but kept it so that Rachel's legs dangled over the edge.

"I'm gonna make you feel so good, Rach," Quinn promised.

She climbed over Rachel, straddling her hips, and didn't hesitate in taking one of Rachel's stiff nipples between her lips. She sucked on the nipple, before removing her lips and quickly stroking her tongue over it. Rachel squirmed beneath her, and she brought the nipple back between her teeth and lightly bit down.

"Fuck, Quinn. That feels so good."

Quinn smirked against Rachel's chest and moved over the next one, repeating her previous actions. By the time she was done worshipping Rachel's breasts, Rachel looked as though she was about to explode. She wasted no time in moving down Rachel's body, not wanting to tease the girl any further. She kissed a line down Rachel's toned stomach, taking a minute to appreciate the muscles that Rachel obviously worked hard for.

Before Rachel could process what was happening, Quinn was swiping her tongue across her clitoris. Her hips bucked up into Quinn's face in both arousal and shock.

"Oh my god! Shit, Quinn, do that again."

Quinn smirked at Rachel's profanity, knowing that Rachel didn't curse. Knowing she could do that to the girl made her want to make her feel as good as she'd made Quinn feel when she gave her a blowjob. She flattened her tongue and ran it the entire way up her slit, feeling Rachel's muscles quiver under her hold. She couldn't help but moan at the taste; it was nothing she'd ever tasted before. Rachel was sweet, and she knew then and there that she would happily eat Rachel for breakfast, lunch and dinner every single day for the rest of her life.

Rachel's left hand threaded through blonde tresses as the other gripped her sheets in a vice grip. Quinn's tongue was really going to work on her, rolling around her clit and occasionally dipping into her entrance. The brunette's hips shot up when she felt Quinn's lips wrap around her clitoris, as it was sucked lovingly into Quinn's mouth. She continually sucked it between her lips and Rachel thought she was about to have a heart attack.

"Quinn! Quinn! Oh my god!" she shouted. "Come up here, baby. I need to feel you inside of me."

The blonde's breathing stopped momentarily in arousal, and with one last lick up Rachel's slit, she kissed her way back up the girl's body. She made a quick detour at Rachel's chest by giving her hardened nipples licks and bites, but soon found her way to Rachel's lips. Their tongues moved together in a sensual dance, both girls moaning into each other's mouths.

Wanting to save the girl as much pain as possible, she circled Rachel's entrance with her fingers before they had sex. She looked down at Rachel as she stilled her hand, silently asking the girl if it was okay to continue, and when Rachel nodded, she slowly pushed one finger in. She pushed until she came across a thin barrier, and with another nod from Rachel, she drove her fingers forward through it, causing Rachel to inhale sharply.

"Are you okay? I can stop."

"No, don't stop. Just give me a second."

Quinn didn't move for a few seconds, before Rachel allowed her to continue, not before telling her to go slowly. Quinn did just that, and she cautiously moved her finger in and out of Rachel's channel. Clearly still in some slight discomfort, Quinn kept her pace slow, even though the only thing she wanted to do was put her dick inside the girl beneath her and fuck her senseless. However, she also cared too much for Rachel to make her first time about just screwing her into oblivion.

"Mmm," Rachel moaned, much to Quinn's shock.

She looked down at the girl and smirked. "Feeling better, Rach?"

"Oh god, yes."

Quinn's painfully hard penis twitched at Rachel's moans and groans of approval. She couldn't wait to be inside the girl. For months, she'd been fantasizing about how amazing it would be to feel the diva's tight hole gripping her cock, how many ways she could take her.

"Quinn, I-I think I'm ready now."

"Are you sure?"

"Yes, more sure than I've ever been about anything. I want you inside me."

Quinn shuddered. "Oh, crap," she sighed. "I don't have a condom with me. Do you have any?"

"No, but it's alright. I'm on birth control. My fathers put me on it when I was with Finn, just in case something happened."

Quinn's entire body shook at the thought of fucking the girl without using anything; she couldn't even begin to imagine how wonderful she would feel having both pieces of bare flesh meeting so intimately.

"Okay," she spoke after a few minutes.

She hovered over the girl beneath her, placing her left hand beside Rachel's head. With her free hand, she reached down and grabbed her member, bringing it to Rachel's wet entrance. "Shit, Rach. You're soaked for me."

She pressed the tip of her penis against Rachel's peaking clitoris, making the girl's hips jolt upwards. "You like this, Rach, huh?"

"Yes, Quinn, yes. It's s-so good."

"I'm gonna fuck you so good, baby."

She waited a few minutes, listening to Rachel's beautiful breathy moans, before slowly sliding the tip of her penis into Rachel's entrance. The brunette's hips shot up in shock and pleasure. The athlete above her moved further into her, and she winced in pain as her barrier of innocence was broken.

"Rach? Are you okay? Do you want me to stop?"

"No, don't stop. Just go slow, like before. You're rather... big, and it's difficult to adjust quickly."

"Okay," Quinn breathed, before leaning down and pressing a soft kiss to Rachel's lips.

It didn't take long before the kiss turned more heated and the two girls' tongues were sliding around one another. Quinn's hips were slowly moving back and forth, going in and out of the girl as gently as she could manage. The last thing she wanted was to hurt the girl below her.

After a few minutes, Rachel's whimpers of pain turned into groans of pleasure. "Y-you can go faster."

Wanting to please the girl to the best of her ability, she did as she was told. She brought her hips up and took her entire length out of the girl, before experimentally slamming back into her channel.

"FUCK!" Rachel screamed.

Quinn couldn't help the smirk that washed across her features, as she continued with her previous action. "You like that, Rach? You like the feeling of my dick?"

"Mmm, yes Quinn," Rachel hissed in response.

Quinn continued to pound into Rachel, feeling her orgasm slowly creeping over her. She tried to somewhat calm her mind a little so she could last longer; she didn't want to come before Rachel. She wanted to make the other girl feel good before she allowed herself to have her own release.

As Rachel's moans became louder and her movements became more frantic, she knew the girl was almost over the edge. "I'm so close, Quinn. So c-close. Just a little more, baby."

Quinn snaked her hand between their bodies and began to rub Rachel's clit with her thumb, all the while continuing rapid movements in and out of the girl. It took less than a minute for Rachel's body to start violently shaking, her hands wrapping around Quinn in a vice grip.

"Oh, my god, OH!"

At seeing and hearing Rachel's release, Quinn couldn't hold back anymore. Not knowing whether Rachel would be okay with her releasing inside of her, she pulled out, grabbed hold of her member and stroked furiously back and forth. She felt her knees shaking beneath her and her stomach coiled tightly, before she felt the familiar feeling of sweet release.

"Ooh, fuck!" She sighed, and within a matter of seconds, a thick stream of hot, white cum released from her dick and landed on Rachel's stomach and breasts. She continued to stroke herself for a few seconds, allowing herself to slowly come down from her high, before she collapsed next to Rachel.

"Mmm," she heard Rachel breath softly. "That was so amazing, Quinn."

"I agree," the blonde panted.

"You know, Quinn," Rachel continued. "I have to say... having you come on me was about the sexiest thing I have ever witnessed."

Quinn shuddered at the words; she didn't think Rachel had it in her to talk in such ways. She knew there was no way she could just be friends with the girl, not after that performance.

"Hey, Rach?"

"Yes, Quinn?"

"I was thinking, would you like to maybe do this again at another time?"

"Well, I certainly wouldn't object to a repeat of this. However, I do have one condition."

This caused nothing but nerves in Quinn, for she feared that Rachel would say she wanted it to be a no-strings deal. However, she was relieved when Rachel continued with her condition to sleeping with her again.

"I want you to take me out on a date, Quinn Fabray."

"Well, Rachel Berry," she smiled. "Consider it done."

~The End~