AN: Alright so here's chapter 6! I needed to get this up today because I probably won't be able to update again until Saturday night or Sunday. I think next chapter may be the last one but I'm not sure. If it this then I'll start writing that Fapezberry one-shot I promised after I finish this. Anyways, this chapter is mainly really adorable Pezberry friendship. They talk a lot about Brittana and there's even some Quintana friendship too. This chapter is a nice relief to the drama of the last few chapters so I hope you guys like it. Enjoy!

After listening to the moans coming from Quinn and Rachel's room, there was no way Santana was sleeping that night. There was a knot in the pit of her stomach as her mind wandered to what was going on in that room. She rolled onto her stomach, throwing the pillow over the back of her head, attempting to block out the sounds of her two friends. As the noises faded, Santana still laid awake, unable to turn her brain off.

Even long after the two girls had quieted down, Santana's mind wouldn't stop racing. She couldn't manage to turn it off so she could sleep. Her thoughts started with Brittany and everything about her came rushing back into the front of her memory. The smell of her apple shampoo, the blue of her eyes, the taste of her pale skin, her soft pink lips. Santana missed all of it.

But at the same time, a small part of her brain kept leading her thoughts to Rachel. There was no doubt she enjoyed both kisses with Rachel. She knew she was attracted to Rachel, but who wouldn't be? Rachel was gorgeous. There was no doubt about that. But Santana couldn't figure out why the diva wouldn't leave her mind.

She eventually gave up on sleep and sat up. She grabbed her phone off the coffee table and checked the time, 8:30 AM. She sighed lightly and made her way into the kitchen. She dug around for some food and eventually decided to make coffee and grabbed a pack of strawberry pop tarts. She went back into the living room with her food and curled up in her blanket and flicking the TV on.

She flipped through the channels before deciding to watch reruns of Full House. She continued eating and once she was done, laid back on the couch, waiting for someone to wake up. She prayed to God that Quinn wouldn't be the first to emerge. The last thing she needed was to be with the blonde while the only other witnesses in the apartment were asleep.

She was pulled from her thoughts as she heard one of the bedroom doors creak open slowly. She sat up as a sleepy Rachel made her way into the living room.

Rachel looked up and stopped as she saw the Latina was awake and watching her. Santana smiled weakly and Rachel returned it.

"I didn't think you would be up this early." Rachel whispered, obviously not wanting to wake Quinn or Kurt.

"I couldn't sleep." Santana looked to the floor and sighed before continuing. "Look, Rachel-"

She was cut off by the brunette. "Santana, don't worry about it, ok. Everything is fine with Quinn."

"Yeah, I kind of figured that out after listening to you both screaming all night." She commented sarcastically. Rachel's eyes widened, causing Santana to burst out in laughter. "Relax. Britt and I have definitely put Quinn through way worse."

Rachel chuckled shyly and plopped down next to the Latina, rubbing her eyes. "But um…it's not Quinn I wanted to talk about."

Rachel removed her hands from her face. "I figured that."

Santana started playing with her fingers nervously, a habit she had. Rachel eyes her, urging her to speak up. "I don't know why I kissed you that second time last night. I'm just really confused-"

"Yeah, you're not the only one." Rachel hissed. Santana lowered her head and Rachel immediately regretted her snarky comment. "I'm sorry. I shouldn't have said that."

Santana shook her head, still watching the floor. "I deserve way worse."

Rachel shook her head. "No you don't." Santana finally looked back to the other brunette as she asked her, "Do you want to know what I think?"

Santana nodded reluctantly. "I'm desperate for answers, so go ahead."

"I think you're really lonely." Rachel bluntly stated.

Santana's eyebrows furrowed as her defensive walls began to build themselves back up again. "Well, you don't know anything."

She looked away but that didn't stop Rachel from continuing. "I think you just really miss Brittany. You've never had to live life without her and it's hard for you to adjust. I think when you kissed me last night, you were just confused about someone caring about you again. Plus, you were pretty drunk."

Santana chuckled at Rachel's last joke, desperately trying to hold in the tears threatening to spill from her eyes. The more she thought about it, the more she realized how right the diva was.

"No one has even taken the time to ask me how I'm doing about this whole Brittany situation." She whimpered as a single tear cascaded down her cheek. She looked back to Rachel before continuing. "Everyone just thinks nothing can hurt me and I know I try to make it seem like that but I'm just a person. Sometimes I need someone to ask me if I'm okay and to talk to me when I feel like shit."

Rachel grabbed Santana's hand. "Well, talk to me." Tears were pouring down the Latina's face as the diva continued. "I'm your friend, Santana. I care about you."

Santana took a deep breathe before speaking. "I really am lonely. Brittany was the only good thing I had going for me."

Rachel shook her head as she squeezed her hand tighter. "Santana, you got a full scholarship to the University of Louisville!"

Santana scoffed. "Like that's such a big accomplishment?! I hate it there, Rachel!"

Rachel started stroking the back of her hand comfortingly. "Then why did you go? Why didn't you come out here to New York like you wanted to? And don't tell me it was to be closer to Brittany because you wouldn't have broken up with her if that was the situation."

Santana sighed. "I was scared. I didn't have a plan. I didn't have a place to stay. I didn't have a school. I was afraid I wouldn't be good enough. I was too afraid of failure."

"So, the Santana Lopez who basically ruled our high school and terrified everyone, with the exception of Quinn and Brittany, is afraid?"

"Don't make jokes, Berry. You're the first person I've admitted this to and unless you want a slap to the face, I don't suggest laughing."

"There's the Santana I know!" Rachel giggled and pulled on the Latina's hand, dragging her in for a hug. "I wasn't making a joke." She muttered as she released Santana. "I just can't believe you're afraid of anything."

"Well, Quinn said it best on Thanksgiving. I'm just a scared little girl who's too insecure to follow her dreams."

"You don't have to be." Santana's face scrunched in confusion at Rachel's statement. "Santana, you're incredibly talented. You can do and be anything you want. Come stay with me and Kurt. You don't need to go back to Louisville or Lima. You belong in a city like New York." Santana's face softened at Rachel's reassuring words. "The Santana Lopez I know already knows that. And she would never let anyone tell her different."

More tears escaped Santana's eyes. "Thank you, Rachel."

Rachel smiled at Santana weakly, but both girls looked away as they heard a timid voice behind them. "Santana?"

Santana gulped as Quinn came around the corner from Rachel's room. "How much of that did you hear?" She asked the blonde, who was approaching them shyly.

"Most of it." She muttered under her breathe. She took another deep breathe before she continued. "S, I'm sorry."

Santana shook her head. "For what? I'm the one who's been an ass."

"And I'm the one who wasn't there for my best friend." She admitted.

They sat in silence for some time before Santana stood, hesitantly approaching Quinn. She opened her arms and the blonde smiled weakly before falling into her arms for a hug.

Rachel smiled at the two girls and stood, making her way over to them. "Aw, group hug!"

They all chuckled and pulled out of the embrace slowly. Santana sniffled as she wiped the last few tears from her face. The whole conversations told Santana two things she knew for sure. The first; Rachel was now a friend that she could always count on and would have blast with her in New York. The second; she needed to get Brittany back, no matter what.

AN: That's chapter 6! Next chapter will be some Brittana hopefully. I don't know when it will be posted though. Maybe Sunday but I'm not sure. What do you guys want to see in Brittana next chapter? Smut? Fluff? Drama? You tell me! Send me any ideas you have and if I like them I might just include them! Thanks for reading!