The natural musk of sweat mixed with antiperspirants, and a small tracing of disinfectant, whispered into Brittany's nose as she followed Kurt through the gym. Beyond the metallic clinks of weights and percussive thuds of feet on treadmills, Kurt's voice was barely registering on her consciousness.

How had she stumbled into this mess?

"It's not really that irregular for her to cut out of work to go to the gym," Kurt adjusted the Nike duffel bag that was slung over his shoulder as they walked further into the maze of weightlifters and runners. "In all honesty, she's been slacking this month, and with that photo shoot next week..."

Brittany blinked back into focus, "Are you kidding me? She's beautiful."

Kurt glanced over his shoulder at her, and Brittany had to look away to hide her blush. Way to be subtle.

"That much is indisputable," he continued with a small smirk, "but the camera adds ten pounds, honey."

"When's the shoot?" Brittany asked to change the subject. She knew the answer, she just needed to talk about something.

"Next week. There they are," he pointed through the glass wall of a yoga room.

Santana was on the ground doing situps with a medicine ball, touching it from the ground above her head to the hands of the man kneeling on her toes. Arms above her head, athletic shorts bunching around her upper thighs, and with each situp the cotton of her blue tee shirt shifted, flashing just the most sensual sliver of stomach.

Brittany couldn't breathe.

The man on her knees said something, and with the most adorable glare, Santana changed her motions, moving the medicine ball from one side of her hips to the other while keeping her back off the ground. Brittany could practically see a bead of sweat rolling down her furrowed brow. Her bottom lip between her teeth in a show of effort.

"Oh good, they're almost done," Kurt's voice brought Brittany back to real life.

"How long have they been working out?"

"Their sessions are usually around two hours," Kurt waved her along, "come on."

"Yeah," she cleared her throat and followed Kurt through the glass door.

The air was different in here, and Brittany wasn't sure if it was because she could hear Santana's labored breathing or maybe it was her own pulse that making her feel hotter.

"That's it Santana," the man encouraged her, "just ten more."

"I hate you so much," Santana mumbled through her teeth.

"You say that every week," he laughed, waving at Kurt and Brittany as they walked in, Santana had her eyes pressed closed and didn't notice them.

"I hate you more every week, that was ten," she dropped the medicine ball and fell ungraciously onto her back, pressing her palms to her eyes. She pulled one foot out from under his knee and pushed her heel into his chest. "Get off of me fatty."

"Love you too, Santana," he fell back laughing and patted her thigh sarcastically as he slid to his feet.

Brittany's eyes trained on the action, who was this man, allowed to touch Santana's bare thigh? And Santana, still yet to open her eyes and realized that there were two more people in the room, was pulling up her shirt, using it to wipe the sweat from her face.

Who was this man? For Santana to be comfortable enough to lay unencumbered next to him, her stomach and underside of her sports bra revealed casually. Was it because she was outside of Clockwork that her guarded demeanor towards men had changed? Or had this man somehow made it past Santana's defenses? Brittany wanted to know how he might have done that.

She would ponder that fact a little more, once Santana lowered her shirt and covered her glistening stomach. No camera could add ten pounds to that stomach. And was that a tattoo? She couldn't make out details, but that was definitely foreign ink on the right side of her ribcage.

"Right on time, as always," the man moved away from Santana, crossing off of the mats towards Kurt. He smiled politely at Brittany before kissing Kurt softy on the cheek.

"Only when I'm coming to see you," Kurt let him take the bag off of his shoulder. "How was your workout? Santana didn't complain too much, did she?"

They were cute, and obviously together. Maybe that was why Santana was so comfortable with him.

"Not any more than usual," he threw a smile over his shoulder at Santana.

Santana sat up abruptly when she heard Kurt's voice for the first time, knowing he was bringing Brittany. She pulled her shirt down promptly and Brittany tried to pretend she hadn't been watching. Instead she focused on the Kurt's introduction.

"Blaine, this is Brittany Pierce," he waved between them, "Brittany, this is my boyfriend and personal trainer extraordinaire, Blaine Anderson."

"It's nice to meet you Brittany," Blaine shook her hand, "Kurt's been talking about how nice it is to have someone to talk to at work all week."

"What? I'm not good enough for you?" Santana finally joined them, sending Brittany a private smile before pegging Kurt with a insulted look.

"Please," Kurt rolled his eyes, "your head might as well be a computer because the only thing running through it is circuits and wires."

"Right," Santana scoffed, "and who's guest starring on the next episode of that ridiculous doctor show you watch is just so important."

"I'll have you know that—"

Kurt was cut off graciously by Blaine, "You girls still playing some ball? I have a court reserved."

Santana glanced at Brittany, asking with her eyes. Brittany nodded lightly, "I'm game if you are, I know you just got done working out."

Santana's lips quirked into a grin around her water bottle, she lowered it and wiped the back of her hand across her forehead, "I'll consider this a warmup."

Brittany's stomach flipped.

Santana took the rackets and a cylinder of black balls from the bag Kurt had brought, "You guys going to be staying here?"

"Yeah," Blaine nodded, sending a smile to Kurt, "I'm up for a little yoga. You're in court number three."

"My favorite," Santana smiled. "Thanks, Blaine."

"I'll come and get you when we're done," Kurt waved the girls out of the room and joined his boyfriend on the mats. Brittany followed Santana out of the yoga room and down another flanking hallway.

"You have a personal trainer?" Brittany asked to keep her mind focused on other things besides Santana in those shorts. Instead she read the back of her shirt, a large bold print of her Alma Mater, Berkeley.

"It was the companies idea," Santana rolled her eyes, "have to make sure their poster girl looks model material."

"That's ridiculous," Brittany played idly with the racket Santana had handed her, "I bet you could sit on a couch for the rest of your life, eating nothing but bread, and still be just as pretty."

Santana paused at a thick door, glancing back at Brittany with a shy blush, "I'm sure I'd turn into a whale within the first week... but thanks Brittany."

She pushed through the door and held it open for the blonde. Brittany walked in a little apprehensively.

"Why is this your favorite court?" Brittany asked, The room she was standing in was a neat rectangle without any windows and bright red lines on the farthest wall and floor.

The door swung closed with an ominous thud. Brittany continued to study the room around her as Santana's footfalls echoed behind her, coming closer. She felt her pulse flutter at the sound, she could even feel her presence getting closer.

"The back wall in the others are made of glass, so people can watch you play," Santana answered from somewhere behind her. Santana appeared at her shoulder, "It kinds of creeps me out."

"Goldfish syndrome," Brittany nodded solemnly.

Santana eyed her for a moment before she realized she was being teased, "Shut up."

"I'm sorry," Brittany smiled, "really I'm glad because I don't want anyone seeing me embarrass myself."

"Are you sure you still want to play?"

"As long as you go easy on me," Brittany watched Santana bounce the ball on her racket a few times. "Something tells me you can be pretty competitive."

A quizzical smile on her face, "Why would you think that?"

"A few things," she shrugged, "the way you talk about it, the fact that you own your own racket."

"I have my own because the ones you can borrow from the gym are crap," Santana rolled her shoulder, loosening up before lobbing a ball at the far wall with a controlled swing.

Brittany thought that was just an excuse. She was pretty sure it was in Santana's nature to want to be the best, she wouldn't work so hard to advance in a male dominated field if she wasn't a little competitive.

"You ready for this?" Santana caught the ball in her hand as it bounced back to her in an thoughtless manner. In this isolated room, the Latina was in her element. Brittany found her radiant.

"Just don't kill me," Brittany mumbled.

Santana sent her a sideways smirk, "Don't worry B, I'll play nice."

It was a first for Santana, to see Brittany even slightly frazzled. Nervous even. It gave her a little more confidence than she usually experienced around the blonde. She liked the feeling.

Santana gave her a brief lesson, explaining the rules and courtesies of the game. Pointing out a few tips and strategies for her beginner skill set. Like always, Santana explained everything with a gentle assurance that made Brittany comfortable with messing up. They played around for a little bit, taking turns in returning the ball to the far wall, and letting the other hit next smoothly.

"I think I like this game," Brittany admitted after she finally got the hang of hitting the ball from the back wall to the front in a good ricochet.

"That was a nice hit," Santana smiled, but if she had been playing at full capacity, she would have been able to return it easily.

"Did you play sports in high school?"

Santana blushed, already uncomfortable with this, "Yeah."

Brittany arched an eyebrow in prompt for her to continued, curious that Santana's posturing.

"I was a cheerleader, once... in a past life," she landed a good backhand and Brittany needed to move quickly to the left so she could return it. "It really doesn't even bear mentioning."

Brittany bit her lip, finding it a little ironic. She decided to ask, "Are you embarrassed by that?"

Santana hesitated for a moment, wondering if it was that obvious. Who wouldn't be embarrassed about that?

"Well kinda," she glanced at Brittany, "it was a long time ago... and really stupid if I think about it."

"Why is it silly?" Brittany asked softly, knowing there was more to it than just a high school sport. "A lot of people were cheerleaders, in a past life," she teased. "I'm sure you worked really hard at it."

"I did," Santana agreed.

"Tell me why you think it's silly then," she was coaxing a little bit, hoping that she would play along.

Santana licked her lips, keeping her eyes on the ball coming her way. She needed to focus on keeping her swings soft. If she started getting to upset by the conversation, she might be liable to lose control of how hard she was hitting.

"I was... a bitch in high school, all the wrong things mattered to me. Popularity, status... boys."

Brittany heard a bitter scoff as she said it.

"I fell out of that mindset once I got to Berkeley. Cheerleading is everything I'm not anymore," she frowned, "well, besides when I'm the Face of Clockwork."

Brittany nodded, lobbing the ball at an awkward angle, making Santana shuffle to return it, "You never did tell me where you went to junior college."

Her eyes ran across the three triangles on Santana's chest. She didn't understand why a college tee shirt would have shapes on the front. She would have to look into that.

Santana laughed a little, a teasing smile barely visible on her features, "You'll just have to get better sources."

Blonde eyebrows quirked up, "That sounds like a challenge."

"Hardly," Santana snorted, "it's not like it's really that big a secret."

"I bet Quinn knows."

"You wont get anything out of her," Santana sent her a smile from across the court, "seriously, don't stress about it. Like I said, it's not important at all."

"Then why don't you just tell me?"

Santana gave her a half shrug and looked up from behind her bangs, "Now where's the fun in that?"

In that moment, having her words repeated back to her in that rascally tone... Brittany was sure Santana was flirting with her. She fought back a blush, or worse, a delighted grin. Brittany hoped her flustered brain wouldn't reach her mouth and she might say something she could regret.

She cleared her throat, "I suppose I'll just have to dig a little deeper."


After Brittany was familiar enough with the feel of her racket and the play of the ball against the walls, Santana suggested that they play a real game. Brittany told her that her competitive side was showing and earned herself a pretty blush from the Latina.

It started slowly, Brittany could tell that Santana was pulling her punches and that... bothered Brittany a little. She had to admit that she was a little competitive herself, and for Santana to beat her after a two hour long session with her personal trainer, now that would just be embarrassing.

So she tried really hard.

"You're pretty good at this," Santana commended, taking a moment to catch her breath in the serving box after a particularly good rally between them.

"You still got the point," Brittany was using the time to redo her hair.

"Had to work for it though."

Turns out, her trying really hard was enough to get Santana moving.

Santana tried to be discreet about looking at the tall, exquisitely shaped blonde, with her racket tucked between her legs and her arms above her head, tugging the material of her tank top tight across her chest.

Never in her life had she been more jealous of an inanimate object.

"What's the score?"

Santana's eyes dropped to her shoes before she met Brittany's eyes, because she hoped the detour would keep it from being so obvious that she had been staring at the blonde's legs.

"Six to four."

Brittany shook her head a determined look setting in her eyes. Straightening up and taking her racket back into her hand, "I bet you only win by three."

Santana laughed, a good honest laugh, and here echoing against the walls, surrounding her, Brittany thought it was beautiful.

When her laughter had subsided, she smirked, "Now who's competitive?"

"Loser buys dinner?"

Santana smiled at that, a lopsided grin that Brittany had rarely ever seen before. She hoped that it was just for her.

"You're on."


The air was thick. She was sweating more than she would like to admit and she couldn't remember the last time time she had done anything that made her breathe this heavily. Brittany wiped her hand on her shorts and adjusted the grip on her racket.

It was game point and Santana was ahead by four. She watched the Latina ready herself for the serve.

The amount of concentration on her face was adorable. She bounced the ball a few times before catching it and wiping the back her hand across her forehead. She was absolutely glistening. The blue cotton shirt she was wearing had few damp spots at her lower back.

Brittany didn't know sweat spots could be so attractive.

Santana served and Brittany banked right to return it. They rallied back and forth, both of them giving their very best effort. Brittany knew she had lost before it even happened. The ball had bounced into the perfect position, her back swing was strong and confident, the look in her eye was positively beaming. Brittany watched her strike the ball low into the far corner and there was no way she could have returned it.

"Yeah!" Santana lifted her racket into the air, spinning on her toes. "Kill shot."

Brittany laughed, tucking her racket under her arm so she could grace the Latina with a small round of applause. She had lost her bet, but the elated expression on Santana's face made up for it.

After her brief outburst, Santana fidgeted with her racket, trying in vain to contain her excitement over winning a good game.

"Congratulations Santana," Brittany smiled kindly, gravitating over towards the brunette. "I believe you won the bet."

Santana hesitated, "You don't really need to—"

"I want to," Brittany cut her off before she could take back their dinner agreement. "Besides, I think I should thank you for showing me such a good time."

Santana's eyes skated around the court, her breathing finally evening out, "So you had fun?"

She asked it with a small voice, seeking Brittany's approval, hoping she hadn't wasted the girls time. Questioning if Brittany might have enjoyed spending time with her.

"I had a blast Santana," Brittany assured her with an honest grin. "I haven't had this much fun in a really long time."

Santana bit her lip at that, a flash of pride crossing over her features, "You played really well for your first time."

"I'm sure it's because you were going easy on me," Brittany nudged her shoulder with the racket and Santana flushed. She wouldn't admit how easy she went on Brittany.

"Here, give me a second," she pulled her left arm across her chest to stretch, "then we'll go grab some water and find the boys."

"How long have you known Blaine?"

Santana glanced up at the blonde, counting the months in her head, "A few months, maybe six?"

"How did you meet him?"

Santana pulled her arm behind her head, stretching a different group of muscles, oblivious to the way her shirt was riding up. Brittany sure noticed though.

She licked her lips, forcing herself to finish her conversation, "Through Kurt?"

"Yeah," Santana walked over to the wall, placing her propping her toes up to stretch her calf. "I needed a replacement after Tracy moved to Chicago."

"Did you know he was dating with Kurt before you hired him?"

"Of course."

"Can I ask you a question?"

"That's you job right?" Santana joked, back in off of the wall to face the blonde.

"Not about this," Brittany fingered the webbing of her racket, "this is kind of personal."

Santana spun her racket in her hand. Suddenly the room seemed a lot smaller, "Go for it."

Brittany hesitated for just a moment, "Why are you more comfortable with Kurt and Blaine, than the men at Clockwork?"

Santana had been in studying the woman in front of her, eyes narrowing in a subtle perceptive expression. She wasn't sure where Brittany was going with this.

"Surely you've noticed that all the men at Clockwork are arrogant pricks."

"I wouldn't say Mike and Sam fit that category," Brittany stepped closer to the Santana.

"Well, no," she had to admit that, "but they're just two guys in the whole company."

"You're telling me you think there are only two decent guys in the whole company?" Brittany took another step closer to the woman.

Santana frowned, if she agreed with that it would make her sound ignorant.

"They're two of the few people that have proven themselves to me. They... Mike especially, respects my opinions, he knows that I deserve my position."

"Yet you still hold them at a arms length," Brittany pressed on,taking another step, "even last week, when Mike reached across you in the lab to grab his notebook..."

Santana remembered, she had gone completely stiff, unbreathing, and Brittany had been the only one that had noticed her indiscretion.

"What are you really asking, Brittany?" Santana crossed her arms over her chest defensively, leaning back on the wall to look more casual than she felt.

"If I were a man," Brittany coaxed, "would you let me stand this close to you?"

Santana finally realized the space between their sneakers, their toes were less than a foot away from each other. How could she have so easily slipped into Santana's personal space. Santana knew the answer was no, not with her back against the wall like this, not with the only door on the opposite side of the room.

"Are you uncomfortable around men?"

"Excuse me?" Santana rebuffed, but Brittany only watched her with imploring eyes, "Kurt and Blaine are friends of mine."

"Straight men, Santana."

Santana's eyes fell to the floor. Her tongue caught in her throat and her heart thudding in her ears. She felt like someone had just read her diary and was reading it allowed to the class. She could feel the blood rush to her face.

"It's just that, you seemed so relaxed with Blaine," Brittany kept her eyes on Santana, wanting to catch all the aspects of the reaction to her words, "physically, I mean. I don't think you stand within five feet of the men at Clockwork."

"I'm not—" Santana shook her head not sure what she was supposed to say. "I um... this is really personal, Brittany."

"I'm sorry, I just want to know if it's a men thing, or a men at Clockwork thing?" Brittany closed the distance between them, spinning on her heel so she could lean up against the wall next to the shorter woman. She nudged their elbows together lightly, "I'm not finding fault in you Santana, I'm just trying to understand."

"It's not really something I understand," Santana muttered, but now that Brittany wasn't directly in front of her, trapping her against a wall with her probing eyes, she could think a little easier.

Brittany waited patiently, because it looked like Santana was trying to figure it out.

"If I had to call it something," Santana sighed a little frustratedly, "and to put it in your terms. It's defiantly a men at Clockwork thing, but I wouldn't limit it to the men at Clockwork."

Santana kind of wanted to talk about it. She didn't talk about stuff like this with Quinn, because Quinn had already accepted the terms of her existence. The only problem was if Brittany takes all of this the wrong way.

Aversion to men wasn't exactly her best personality trait.

"It's not that big of a deal," Santana took a deep breath, trying to get her head straight. "I go to work, I work, I go home. I don't need to be best friends with everyone I work with and I certainly don't need to give those assholes any more leverage over me by letting them know too much."

There was that attitude again, the they're all out to get me motto that Santana seemed to live by.

"Hm," Brittany made a small understanding noise, because she didn't think Santana wanted to here her opinion on the matter. "When did it start?"

"I don't know, years ago."

"Before or after junior college?"

A small hitch of breath was the answer Brittany needed to know. Santana's eyes were guarded, knowing she had given herself away.

Surprisingly, instead of another question, Brittany just smiled and said, "I think I need to teach you something."

"Yeah?" Santana glanced over at the blonde still a little apprehensive. "Like what?"

"I don't know anything," Brittany laughed lightly, "you've been teaching me so many things, like about computers and racquetball..."

"I'm sorry," Santana blushed, thankful that she was changing the topic, "I guess it's just nice to have someone that'll, you know, actually listen. It's kind of addictive."

Brittany pushed off the wall and offered her hand to Santana, "I'll have to find something to return the favor."

Santana glanced at the hand in front of her, then back up to Brittany's kind eyes, the barest hint of a blush on her cheeks. She finally obliged, letting Brittany pull her off the wall.


"I need to start working out again," Brittany sighed as they sat on a bench in near the yoga rooms, Kurt and Blaine were just finishing up.

"You don't?" Santana asked in an amused surprise. "After keeping up with me in racquetball, and with a figure like that, I was sure you were a closet gym bug."

"Keeping up?" Brittany laughed, blood rushing to her cheeks at Santana's compliment. "You beat me by five."

Santana shrugged, "It was your first time playing, you're supposed to lose, and don't tell Blaine, but you got me breathing harder than he did."

Brittany just shook her head, wishing she could get Santana breathing hard in the way she wanted to.

"Hey Santana," she asked in a quiet voice, "do you know what you're going to be doing for your photo shoot coming up?"

"I um..." she licked her lips, reeling for a memory she had brushed off weeks ago. "I think it's supposed to be something classy, the theme we're going for this next season is something more refined."

"I've been meaning to ask you if you didn't want me to go."

Santana nearly dropped her water bottle, "What?"

"It's just that I know they're not the most comfortable things for you," Brittany shrugged, "I wouldn't want to make it any worse by having one more set of eyes there."

Santana took a sip of water to buy herself some time before answering, "No, you should come. Honestly, Brittany, I won't mind. Besides, it will give Kurt someone to talk to, I'm normally too busy, or too aggravated to be good company anyway."

"Where do you do your photo shoots?" Brittany leaned back against the wall behind them.

"My friend Tina has a studio just outside the city," Santana explained, "we do all of the sets out there."

"You work with Tina often?" Brittany had heard the name a few times around the office, and it surprised her that Santana would address her as a friend.

Santana laughed, finding Brittany's question funny, "Yes, I do."

Brittany wasn't sure what it was about her answer that rubbed her the wrong way. The ironic tone, the humor Santana found in the question, or maybe the reappearance of that lopsided grin as she thought of this Tina person.

The boys joined them in the hallway before Brittany could think any farther into it.