A/N: We're back to Brittany's POV. I hope you enjoy! Also, we're getting to the end of the story as I had planned/written previously, but I'd love your thoughts on where else you'd like to see it go from here. Leave 'em in the reviews! Also, notice the change in rating!

"Let's go get under the covers," I said, between kisses.

I stood up quickly and pulled Santana to her feet by her wrists, pushing my body and lips into hers again as we stumbled our way to her bed.

"Wait, wait, Brittany..."

I suddenly realized what kind of look Santana was giving me.

"Brittany, are you sure? I mean, we... I don't have to... ugh, oh god, Britt..."

I was kissing and sucking on her neck, standing inches from her bed as she tried to formulate this sentence.

"You were saying?" I asked, slyly, while still assaulting her neck.

She grabbed my face with both hands and pulled me up, eye to eye with her.

"Brittany, this is just all happening so fast. You know you don't have to do this, right? I mean, I don't want you to regret anything."

"San, the only thing I'm regretting right now is that this has never happened before. Now quit acting all concerned and kiss me again."

She smiled and pulled my face into hers, as we both slowly sat on the bed, not breaking the kiss. I laid her down and rolled over on top of her, my right leg between hers as I let my hands run up and down along her sides. I know from the 'girl talks' we used to have when we were just friends that she is normally the aggressor in situations like this. I was glad that she was allowing me to take this at my own pace.

Her hands were still on my stomach, under my shirt, and I could feel them drifting upwards towards my chest.

Is she right? Is this really what I want?

The truth is, I'm not really sure if this is what I want, but I know it feels too good to stop. I move off of her lips and begin kissing the pulse point on her neck. She tilts her head to the side, and I see her close her eyes and raise her chin up slightly.

Good, she is enjoying this.

Slowly, I know she is hesitating, I can feel her hands inch under my shirt further towards my breasts. I start kissing up her neck to her ear, taking her lobe in my mouth and sucking on it. Finally I whisper, "San, it's okay." I unlatch from her ear and bring my eyes to meet her chocolate brown ones. I see understanding there, and she gently cups both of my breasts over my bra, massaging them softly. I momentarily close my eyes, savoring the feeling, and she leaned up and kissed my right eyelid. I couldn't help but smile.

This Santana is so cute. She has a reputation for being such a 'bad girl' and she talks so much game about how she's from 'Lima Heights Adjacent', but when it comes right down to it, she's a big softie. I wish everyone else could see this softer side of her, so they'd understand how wonderful she is, but I like being the only one she opens up to, too. She is being so caring, and so careful. I can tell she is nervous; we both are. I am just so grateful that she is so loving like this.

I sit up slightly and grip the bottom of my shirt with both hands and begin to raise it up over my head. Santana removed her hands from my breasts and stared at me as I threw it off to one side, tossed my hair a little and looked back down at her, smiling.

I was straddling her now, just over her waist. The look on her face said everything she needed to say. She looked over my body and lightly traced a mirroring path down both sides of my body from the tops of my shoulders, around the sides of my breasts, down to my stomach and around to the small of my back, which she used to pull my back down on her.

We had both seen the other in various states of undress hundreds of times while getting ready for Cheerios, but I knew this was different.

Her light touch sent a chill wave through my entire body, and I was suddenly enveloped in goosebumps. As she kissed me with the most tender lips I have ever felt, I knew she could feel me shiver. She broke away from the kiss and shifted out from under me, grabbed the covers and ripped them down. She put her hands around my waist and guided me to the now bare bed.

"Lay down baby, I'll keep you warm."

She kissed the top of my shoulder repeatedly and reached back, grabbing the edge of the covers as she laid me on my back. She crawled on top of my and pulled them up to our shoulders, still kissing mine.

"Brittany, you are absolutely breathtaking."

Her gentle kisses moved to my collarbone and I felt one of her hands reach up and start rubbing on my left breast as her other arm propped her up. My breathing was growing heavier, but her techniques to warm me up were working, as I could feel a cold sweat coming on. My hands were running all down her back, finally making their way to pure skin as I found the strip of exposed skin between her shirt and pants like she had to me earlier. I didn't hesitate, and I began pulling her top off of her. She sat up slightly and allowed me to toss it aside. I gasped internally at the sight of her near naked torso.

She is so gorgeous.

She laid back on top of me and I met her lips with mine, once again. Instantly, our tongues began to explore the other's and in a matter of seconds, we were both fumbling with the other's bra clasp. After a few frustrated movements, I undid Santana's and slid it off of her while arching my back to make it easier on her to do the same to me. She kissed down my neck again, this time, passing the collar bone. Her hands were roaming over my now bare breasts as she pulled on my erect nipples slightly with the 'V' between her index and middle fingers. My hands, which were on her lower back, began to grip and claw at her skin. The pleasure was becoming overwhelming. Little moans began escaping from my lips. Santana's own lips responded by replacing her right hand and sucking at my breast. She placed light kisses around it while being much more aggressive on its pink center, pulling slightly with her teeth.

Without realizing it, I shifted my lower body, bending one of my legs and bringing my knee up into her, as she was still straddling me. She most definitely noticed as I felt her body push into mine hard in return. This was like nothing I had ever experienced with a guy.

By this time, normally they are grunting and pushing and pulling, and basically doing everything they can to pleasure themselves, short of forcing themselves on me. But not this. Santana was being so gentle, so caring. Each advancement she made was with caution, testing the waters to see what my reaction will be. Every stroke, every kiss, every touch, has more passion in it than anything else I have ever experienced.

"Oh San..." finally escaped my lips, though huskily and low. It didn't sound like my voice; it sounded like lust.

"I... oooo... I think I..." She lifted her head up from my breast and looked at me as our clothed hips still slightly rocked into each other. "No, oh god, San, please don't stop." I placed a hand on the back of her head and guided it back down to my breast, gasping when she took it in again.

"I... mmm... I.. " Goodness it was hard to say this with her on top of me, but I didn't want her to stop, and I didn't want to wait any longer to say this.

All of the emotions are rising up inside me. I can't think clearly. Santana's lips and tongue are still dancing on my breasts and I can hardly breathe it feels so good. I need to stop this. I need to say what's on my mind. I pull her face away from my chest with one hand and twist our bodies over with the other.

I was laying on top of her now, my knee still roughly pressed up between her legs. I was leaning over her, my hair falling all around her face. I stared into her eyes for what felt like an eternity when I was awaken from my daze by her fingers tracing along my cheek. I finally realized that she was speaking to me.

"Britt, Brittany. I know you said to 'quit acting all concerned and kiss you' earlier, but you're really scaring me with that look on your face. What just happened? What were you trying to say earlier?"

I leaned in and kissed her again, silencing her. My hands rubbing down her neck and shoulders, caressing her breasts as she had done mine earlier. My mind was racing a thousand miles an hour and the only thing I could concentrate on was the beautiful brunette that was half-naked under me.

I knew what I wanted to say. Correction, I knew what I neededto say, but my vocal chords had frozen and the only part of my mouth working properly was my tongue. Apparently Santana agreed that it was working, because I could feel her start to writhe and hear her moaning into my mouth. It was getting me hotter and hotter, and further and further away from speaking my mind.

I nipped and sucked my way off of her lips and down to the space between her breasts. Her hands moved to the back of my head, running her fingers through my blond tresses as I teased her more with my tongue.

"Oh god, Britt... I love this so much..."

Though, with those words, I knew she had forgotten about the incomplete sentence I had started earlier, it was those words that brought me back to it. I felt the water rising into my eyes and I stopped kissing her chest. I sighed and lowered myself completely onto her, our bare stomachs and chests in complete contact with each other. I rested my head on her shoulder, facing away.

"San, that's what I was trying to say earlier... I, I love this too."

"Wait a minute, I really don't get you right now, Brittany. Look at me."

I lifted my head up, and rested our foreheads together. Her hands were tracing circles on my lower back. She gave me a little smirk and said, "Well if you love it so much, why'd you stop?" I could see the desire build up in her eyes and I hated myself for stopping. But I just had to.

I had to say this.

"I stopped because I need to tell you something." I took a huge breath, and I realized that her face was growing stiff with fear.

"No baby," I gave her a soft kiss, "... nothing bad."

"This whole day, waking up with you in my arms, feeling you kiss my forehead at my parents, holding your hand in the car, kissing you, touching you, no matter what it's been, it hasn't been enough. It hasn't felt complete."

"Well, Brittany what else can I..."

"Shhh..." I said as I pecked her lips again.

"It hasn't felt complete because I haven't been completely honest." I was whispering now. She cocked her head to the side, curiously and I smiled as genuinely as I knew how and continued. "I told you a lie. I am ready. I am ready for anything and everything that comes with being with you. I'm ready to be open, I'm ready to," I got even quieter and blushed as I said this, "I'm ready to make love to you. But more than anything-and this is the part I lied to you about-I'm ready to love you. I'm ready to be in love with you." I kissed her with all the feeling that hadn't spilled out of my mouth already.

"I am so in love with you, Santana Lopez," I softly whispered into her ear...