Santana kept her eyes closed but smiled to herself as she listened to everything Brittany was whispering into her ear.

"Sanny," Brittany started saying, gently brushing away Santana's bangs to fully admire her face, "you are so beautiful. And I know I don't express myself very well, but, when I say I love you, I really mean it." Brittany placed a soft kiss on Santana's forehead so as not to wake the girl she thought to be sleeping. "I love you so much—more than anything in this world."

Santana's smile trembled upon hearing those last words. Listening to Brittany pour her heart out pulled at Santana's own heartstrings. So she turned her body around to face Brittany, not wanting to pretend to be sleeping anymore.

Brittany jerked a little, surprised to find that Santana was awake, but, as soon as Santana started speaking, Brittany relaxed again and listened.

"Brittany S. Pierce, you are my everything. You are my best friend, and you are the love of my life. You inspire me, believe in me, bring out the best in me, and, with you, I really believe I can be a better person." Santana paused; she hadn't expected these words to come out so poetically. Neither had she expected to feel so vulnerable after voicing her feelings that she knew Brittany had a good idea of already. Saying it out loud changed everything. "You've taught me so much: you've taught me to love and what it feels like to be loved." Santana chuckled at her own corniness, tearing up as she watched Brittany smile down at her with watery eyes. "And when I say I want to grow old with you, I say that with all my heart."

Brittany remained silent and simply looked at Santana with more love than ever, if that was even possible. She knew Santana loved her dearly but this much? A part of her had always believed she loved Santana more than Santana loved her. And she was okay with that because she knew Santana loved her as much as Santana could. She was okay with that because she loved Santana so much, she felt lucky that Santana even loved her at all. Now, she wasn't so sure anymore. Maybe she was the one who had loved less all along.

Santana shifted uncomfortably under the silence. Then she ducked her head into her pillow, suddenly embarrassed by her spontaneous confession of love.

"Santana…," Brittany started to say, running her fingers slowly through each tangle in Santana's black hair.

"What?" Santana asked, her voice muffled by the pillow.

Brittany smiled. She laid her head down just an inch from Santana and stayed still. Merely looking at her was enough.

Santana turned her head a bit, peeking at Brittany with one eye.

Still smiling, Brittany leaned in and kissed the part of Santana's cheek that was now exposed. Gently, she nudged Santana's face away from the pillow and stared for a moment, basking in the beauty, before placing the lightest of kisses onto Santana's full lips. The kiss soon deepened, and Brittany hoped that she could convey in the kiss what she couldn't in words. It was a long kiss—one of the longest of their kisses. It was also the longest they had kissed with their hands still innocently at their sides.

But when they broke from the kiss, Brittany saw in Santana's eyes the need she was sure was in her own. When they brought their lips back together again, it was rougher and more urgent. Brittany squeezed Santana's breasts over her shirt, loving the way Santana moaned in pleasure and feeling her own need burning at her core. Santana seemed to sense Brittany's desire and started kissing her way down to Brittany's neck, sucking and nipping and licking.

"San…"

Santana swiftly straddled Brittany and trailed desperate kisses down to her waist before pushing up Brittany's shirt, kissing her abs and her cute little belly button. Brittany's sighs and moans edged her on, and she slowly lifted Brittany's shirt higher, all the way up to her neck, then pulled it off altogether.

For a moment, time paused. Brittany's silky blonde hair was tousled, her cheeks flushed pink, her lips swollen. Santana groaned at the irresistible sight before her and leaned down again, kissing Brittany's breasts and nipples. She teased Brittany at first, flicking her tongue over her pink nipples until they peaked. Finally, she placed her open mouth over Brittany's nipples and sucked. Brittany arched her back in response, whimpering at the pleasure of it all.

"That feels so good, San."

Santana moaned. "You make me so hot, Brittany. You have no idea."

Then Santana continued her mission, sliding her body down Brittany's as she moved lower and lower. Before reaching Brittany's center, she could already smell Brittany's arousal. It was musky, and it made her lose what little control she had left. When she finally arrived at her destination, she pushed her nose into Brittany's underwear and inhaled that glorious scent. "Oh, God, Britt, you smell so good," Santana said, rubbing Brittany over the fabric and feeling the sticky wetness on her fingers. "You're all soaked." Santana bit her lip.

Brittany looked down into Santana's eyes. "That's what you do to me, San."

Santana couldn't take it anymore. She quickly slid the underwear off Brittany's long, toned legs and brought her mouth to Brittany's clit while gently pushing her thighs apart. She licked and sucked and nibbled, loving every toss of Brittany's body beneath her. Occasionally, she ran her tongue all the way down Brittany's folds, then up again back to her clit, flicking her tongue quickly across the nub and sucking at it hungrily.

"San, San," Brittany panted, "I need you inside me."

Groaning, Santana slid her tongue down to Brittany's entrance and pushed in, savoring the taste of Brittany's juices, the tightness clamping down on her tongue—just everything. She pushed in and out, looking up to watch Brittany's every reaction. Brittany's eyes were closed, and she tossed her head left and right every time Santana hit just the right spot. "More, San," Brittany said in between ragged breaths. Santana complied. She pulled her tongue out and replaced it with two fingers, slipping them in slowly and staring at her now glistening fingers hungrily as Brittany's juices ran down her hands. As she pumped her fingers, alternating between pulling all the way out and barely pulling out at all, she returned her mouth to Brittany's clit, making sure that she left no part of Brittany unattended.

Brittany's breaths got louder and deeper, and Santana knew she was close. So she removed her lips from Brittany's clit and moved up to be eye level with Brittany. She continued pumping and now rubbed firmly on Brittany's clit with her thumb.

Brittany looked intently at Santana, a sort of desperation in her eyes. "I'm so close, San…"

Santana leaned in and kissed her. After she pulled back, she gazed into Brittany's eyes again. "Come for me, Brittany," she said, circling her clit even faster, pumping in and out even harder.

Brittany bit her lip with her eyebrows furrowed and sweat accumulating along her forehead. "San-Santana, oh, oh, God, oh, oohhhh."

Santana felt Brittany jerk a little and then stilling. Brittany's mouth hung open, and she curled her toes. The waves of pleasure rippled through her so painfully slowly, leaving tingles all along her body when they finally dwindled away.