Laughing aloud, surprised, but quickly getting her competitive spirit back, Santana takes off after her, easily catching up to her but having to work to keep stride due to Brittany's longer legs. Finally she throws herself at her back, forcing her to slow down, and then hitches herself up so she's riding piggyback the rest of the way.

"Tie," she declares, satisfied with herself, and slides down off Brittany's back before the fountain. The mall is still very dark, her voice echoing, and she is a little creeped out but trying not to show it, staying close to Brittany as she starts to strip. "I bet the water is cold."

Brittany glanced behind her as she ran, seeing how close Santana was to her. When she saw that Santana was about to grab her she tried to pick up her speed but was caught before she could. Brittany breathed out heavily when Santana jumped onto her back, a bit taken back by it.

"It's not a tie when I have to give you a piggy back, plus my body was here before yours was since you're behind me now so technically I won." Brittany unwrapped her arms from Santana's legs and allowed her to get off her back. The moment the other girl was off her back, she pulled her shirt off. "Well probably, it's a fountain." She sat down on the edge and placed her hand in the water, goosebumps ran up her arm. "Definitely cold."

"Nope, tie," Santana argues, shaking her head. "My foot was sticking out so actually my foot was there first and then your head. So total tie."

Her eyes flit quickly over Brittany when she removes her shirt before she puts herself in the "friend" mode where this is not a big deal to see. Removing her own clothes, she steps one foot inside, then the other, making a face to show how cold it is. Not waiting for Brittany to inch in herself, she grabs her arms and pulls her down beside her, flicking water her way.

"I stepped here though, so my foot, then your foot. So, I won." Brittany shrugged her shoulders then stuck her tongue out at her friend.

Brittany pulled her sweat pants off and threw them far away from the fountain so she wouldn't risk getting them wet. She stepped into the freezing water, she shivered; Brittany gasped when she was pulled down. "Oh. My. God." She splashed water back at Santana.

"Yeah but my foot got there before your foot. Way before. Total tie!" Santana insisted, grinning and sticking her tongue back out at Brittany and adding bunny ears as well.

When Brittany splashes her back, she shrieks out loud, laughing, and starts to splash her more rapidly, scooping up handfuls and throwing them towards her. Goosebumps are rising on her skin but she ignores the cold, kicking at the pennies at the bottom of the fountain and calling out to Brittany, "We're stomping on wishes!"

Brittany shook her head, still slightly smiling. "Whatever you say, Santana. If you wanna think that, then okay," She laughed as she spoke to her friend.

The water being splashed at her made her turn her head and close her eyes, every once in a while splashing back at Santana. Brittany stopped splashing the moment Santana spoke, she grabbed her arms so the water would stop flying at her. "We're just soaking in the wishes. All the wishes people have asked for, will now come to us. That's how it works."

"I think it and it's totally okay. Also totally true," Santana stuck her tongue at her again, then laughed, kicking water towards her.

She let Brittany grab her arms, her hair now dripping down her back, and she notices but tries to look away from the fact that Brittany's nipples are almost certainly going to be visible through her bra. At Brittany's changing of the wishes, Santana smiles, reaching out to take hold of Brittany's arms too.

"Close your eyes then. Wish too."

Brittany smiled at Santana and let out a soft sigh as she lightly squeezed her arms. She shut her eyes and leaned her head back as she, sending her wish for her best friend and girlfriend to like one another straight up to the sky. When she was sure that the wish was out in the universe she brought her head back down and looked back at the other girl.

"So, what did you wish for?" She asked letting go of Santana. She knew there was a strict rule with wishes, if you spoke them out-loud then they wouldn't come true, but they were sitting in a fountain.

Santana too closes her eyes, wishing with a faint hope that maybe, just maybe, in the near magic of this moment it might come true. She focuses on Brittany's hands on her arms and hers on Brittany's, and she wishes with fervent longing that for the rest of her life, there will be moments like this with Brittany…that they will always be each other's best friends.

when she opens her eyes, looking back at her, she shakes her head, smiling. "Can't tell you or it won't come true."

If there was a moment in Brittany's life, where she felt free and happy it was this very moment, even if they were half naked sitting in the middle of a mall. She wipes water dripping down her face away as she listened to Santana.

"We're sitting in a water fountain full of wishes, if there were a time to tell a wish it and it still come true, this is the time." She lets her hands float on the water. "I'll tell you what I wished for as long as you promise to tell me what you wished for."

Santana still hesitates, then releases her breath, nodding. If she keeps it a secret maybe it won't come true because Brittany won't be trying to make it true. Reaching out, she skims her hand over the water's surface, then takes Brittany's, squeezing.

"I wish we'll be friends forever. Just like this. Always."

Brittany softly sighed as she waited for Santana to tell her, she figured it would be something along the lines of staying 17 forever or wanting to be famous, so when she heard what her wish was she automatically smiled.

"Santana, we will be best friends until we just can't stand each other anymore- which will be never ever happen. But remember, we promised each other that we would never stop being best friends."

"Promise me again," Santana said quietly, looking up at her, still squeezing her hand. "Promise me."

It's something she needs to hear, that she needs to tell herself over and over. Because every time she thinks about her future, of being an adult and separated from Brittany or Rachel or both, she gets so anxious she can barely breathe. Biting her lip, she asks Brittany again.

"Promise."

Brittany flips her hair behind her shoulders and sits up straight. She locks her eyes with Santana's.

"I promise that no matter what we say or do that you will forever be my very best friend. It doesn't matter if we're married with children and sometimes can't talk to each other, you will still be my best friend. Whether we're across the world or live in the same town, you will still be my best friend. I promise that you and I will be best friends until the last day we are alive and even then when we're dead you're still going to be my best friend. Is that a good enough promise for you?"

Santana nods, blinking back sudden tears and lowering her head to try to hide them. She doesn't want to think about Brittany being married or not being able to talk to her. She doesn't want to think about her living across the world or either of them dying. She wants everything to be exactly like it is now, forever. She wants their worlds to freeze. But she knows it can't happen, so this is the best she can get. She tries to smile, to take comfort in Brittany's desire for the same.

"Okay."

Taking a slow breath again, she asks, "What was yours?"

Brittany scooted closer to Santana, to where their knees were touching, she then smiled. The fact that Santana was so worried about their friendship, it was sweet. How many people really fought to keep their friend no matter what happened? From Brittany's experiences, not many.

"Um, I just wished for you and Tina to get along." She shrugged as she looked away from Santana, she knew Tina was a very touchy subject.

Santana smiled, able to make her tears go away now as Brittany touched her knees with hers. The smile began to fade slowly when Brittany told her what her wish was, however, and she shifted, one knee leaving Brittany's.

She did not want to get along with Tina. Not for her own sake, and just barely so for Brittany's or Rachel's. She made no comment about this, however, just sighing aloud. "So…what do we do next."

Brittany noticed the quick change of subject, not saying anything about her wish. That was the number one thing Brittany wanted most at this point in her life, for her best friend and her girlfriend to be able to talk to one another without ripping each other's heads off.

She stood up, still keeping a hold of Santana's hands. "Wanna just walk around, until we dry off? Like go see parts of the mall we're not allowed to see during the day time."

Standing with her, Santana nods, stepping out of the fountain and pulling Brittany out with her. As she starts to walk, hair dripping down her back and legs, she leaves her clothes discarded to return to later. It should be weird, walking barefoot through a mall with Brittany in her underwear, but somehow it seems normal in the moment to her.

"Like what? Employee areas are boring." then a new idea strikes her. "The ROOF!"

Brittany laughed over at Santana when she suggested they go on the roof. It was freezing out and they were soaking wet, those two things didn't mix well, but since it was something Santana wanted to do so she nodded once and smiled.

"Okay, let's go up on the roof. Can we get dressed first though?" She stopped walking and pointed back to where their clothes were.

"But we're still wet," she pointed out. "Our clothes will be wet. I guess maybe we can change into pajamas though..but it's way cooler to be on teh roof in our underwear."

Nevertheless she starts to walk back with Brittany. It occurs to her if someone sees them up on the roof, regardless of what they're wearing, it could be a problem, but seh doesn't mention that to Brittany.

"True, but we can go change our clothes and by time we do that and find our way up to the roof our hair might be a little dry. Unless you really want to go up there in our bra and panties, then we will freeze."

Brittany wrapped both of her arms around Santana's as they walked back to where their clothes were. She had a bit of bounce in her walk, Brittany was just so happy being there with Santana she couldn't help it.

Santana considered this, reluctantly agreeing. It was February, after all, and probably freezing like Brittany had said. As Brittany wrapped her arms around Santana's, Santana grinned, happy as well. This had really been a great day, and she is completely relaxed and enjoying her time with her.

Dressing back in her clothes, she looks back to see if Brittany is too, then begins to walk with her again, arm in arm, feeling her hair dripping down her back a little still, dampening her shirt. "Where do you think we can get up on the roof from? There's gotta be a way up through the ceiling."

When they got back to their clothes, Brittany immediately turned her back to Santana. She had promised Tina that Santana wouldn't see her naked and though they hadn't stayed fully clothed, she intended to keep the rest of the promise.

After she had her pajamas on, she began putting her wet hair up in a bun as she turned around to Santana. Brittany looked up to the ceiling and sighed. "I don't know. Maybe there's a room specifically for getting up to the roof?" She shrugged as she continued to look around.

Now dressed, though she hasn't bothered to deal with her hair, Santana shrugs back. "Well let's look then." Linking pinkies with Brittany, she starts to walk, head tilted up, thinking. And then it dawns on her- utility room. Most likely there will be a way from there.

Walking into the far corner of the mall, where bathrooms and telephones are also located, she finds the utility room, which has, of course, been locked. Disappointed, Santana attempts to figure out how to unlock it, but then gives up.

"I don't know how we'd climb up without going outside and we can't…damn it," she mumbles, disappointed. "I really wanted to."

Brittany looked down to their locked pinkies and smiled, before looking back to see where it was she was walking. When Santana told her where she thought it would be, Brittany began skipping to where they needed to go.

The blonde stood back and watched as Santana tried unlocking the door, humming as she waited. The moment Santana said she gave up, Brittany used the back of her hand to touch her friend's arm.

"When did you start giving up so easily? The key is probably in one of the employee's rooms or the managers little office."

Turning back to Brittany with a grin at her suggestion, Santana hugs her, leaning her cheek briefly into Brittany's. "You're a genius, Britt. Awesome. So employee room is…back where we were."

She starts to head back to Penney's, swinging Brittany's hand as they walk. It's easy enough to find the employee room Brittany had been in, though she had to fumble around for quite some time, using the light of her cell phone for a feeble glow, to locate the area where the keys were. By the time she found a key ring which she assumed must contain the correct key and headed back with Brittany, Santana was wondering what time it was getting to be, but said nothing. It took another several minutes, once back at the correct area, before Santana found the right key, but soon they were inside, exactly where they needed to be. Letting out a whoop of triumph, she stepped inside with Brittany, shutting the door behind her, and soon located the ladder and roof opening area as needed. Opening the ladder and starting to climb up, Santana pushed the section of the roof open and climbed up, looking down through its now open hole at Brittany with another huge grin.

"Come on!"

Brittany smiled and shrugged. "I was blessed with a brilliant mind." She didn't always think that, but when people like Santana and Tina told her she was, she believed it just a little bit more.

Once again going straight back to where they had been, she stood at the front of the store, waiting for Santana to come back with a ring of keys. Her smile was huge when she saw the keys in her hands, wanting to run as fast as she could back to the locked door- if you could see her excitement level, it'd already be up on the roof. The moment the door opened, Brittany clapped her hands and cheered, then watched as Santana climbed up the ladder. When Santana told her to come, she immediately began climbing up the ladder to get where her friend was.

"I think I love this." Brittany said as soon as she stepped foot on the roof. She wrapped her arms around herself to keep warm.

Turning to Brittany with a huge grin, Santana reaches for her hands, excitedly dancing them in a circle. Laughing out loud, she keeps dancing with her, celebrating their success in making it up.

"Come on, Britt, dance! Can't be cold if you're moving!"

She let go of her hands and began a makeshift cheerleading routine, ending it with a cartwheel, triple backflip into a split. Popping back up, she grabbed Brittany's hands again.

"No one will ever see us here… we could flip off the whole town and they'd never know…"

Smirking to herself, she does just this, giggling. "We're above you all…literally!"

Santana's laughter was contagious, Brittany couldn't help but laugh right along with her. She loved seeing how happy her friend was, it didn't seem like she got to see her like that much anymore. She began dancing right along with Santana, not doing anything like she did in glee club, more of a jump around and try not to fall from laughter kind of dancing.

"Isn't it cool? We can see pretty much all of Lima from up here… well what the streetlights will let us see." She looked over at Santana, still smiling. When Santana began flipping off the whole town, Brittany covered her face, everything but her eyes and began laughing again.

Brittany sat down, not too close to the edge, but to where she could still parts of the front parking lot. She brought her knees up to her chest and wrapped her arms around her legs. "We should sit on roofs more often. It's strangely calming."

Santana laughs even more as Brittany joins in her dancing, her eyes sparkling, squinted up with her smile until they were almost not able to be seen. She knows that she must look completely goofy, but she doesn't care at all. She feels young and free and alive in a way she has been afraid for some time she may soon loose, and she doesn't want to take anything away from this moment.

"I'm a genius too," She declares in response to Brittany's comment about being able to see Lima, flipping off the town with a final flourish before turning back to Brittany, turning her gesture into a smiling beckon instead.

As Brittany sits, Santana sits beside her, shoulder to shoulder, leaning into her. Her heart full, a soft smile still on her face, she leans her head into Brittany's shoulder, wrapping an arm around her waist as she snuggles down into her. "I really do love you, Britt."

She smiles up at her, a soft, nostalgic smile, and then, before she has thought it out at all, or even quite realized the idea was in her mind, she turns and gives her a soft kiss on the lips. No tongue, no more than a few seconds long…but still very much a kiss.

Brittany nodded in agreement, Santana was a genius. She always had great ideas, sleeping in the mall and going up on the roof being one of them. "That you are." She pointed her finger up at Santana and winked.

She let out a soft breath when Santana sat next to her, she loved moments like this. Brittany leaned her head on Santana's; she put her legs back down and laid them across Santana's to help keep her warm. "I love you too, Sanny. So much."

As soon as she saw Santana's smile, something deep down knew what was going to happen and she knew that she should stop it, but she didn't. Brittany's heart nearly jumped out of her chest the moment their lips touched, it had been quite some time since the two of them had kissed. When she pulled her head away from Santana's she bit her lip so she wouldn't smile.

As the weight and warmth of Brittany's legs settle over hers, Santana snuggles in closer against her, leaning into her heavily. She can feel Brittany's heart beating against her shoulder, Brittany's breath against her hair, and she continues to smile, relaxed, loves to hear Brittany say she loves her, to hear the genuine feeling in her tone.

As she pulls back from the kiss, she realizes that Brittany had not quite kissed her back, but neither had she stopped her…and she looks pretty happy about it. Still she is not thinking of what she has done in full; still she is caught up, almost high in the moment of being with her, and on instinct she turns and kisses her again, a little longer this time, though still without tongue.

It feels so natural, somehow, like riding a bike. It feels comfortable and okay, almost automatic.

And Rachel doesn't occur to her. Not then.

Brittany kept her eyes locked with Santana's, then her heart began racing when she saw Santana leaning in again. This time now that she reallyknew what was happening, she kissed her back. She forgot about how cold it was and about Tina, she forgot about everything during the kiss.

Kissing Santana was something that she felt was completely normal since they'd done it so much in the past, at the same time though, it was nice and exciting and sweet. She finally pulled back from Santana, she felt a bit of guilt at that point, but she was still so wrapped up in Santana.

"I uh… That was nice." Brittany chuckled as she looked away from Santana. She pulled the sleeve of her sweat shirt over her hand and covered her mouth, so she wouldn't seem crazy for smiling so big.

It wasn't until Brittany pulled back, or really until she finally spoke, that Santana first began to truly think about what she was doing. As Brittany pulled back, covering her mouth with her sleeve, Santana wondered at first if she was subtly wiping off her mouth, or trying to prevent Santana from being able to lean in and kiss her again. And then all the reasons WHY Brittany might do that started flashing through her mind, so fast that she sucked in her breath, beginning to feel genuine shock.

She had just kissed Brittany. More than once. She was dating Rachel, she loved Rachel, with all her heart, and she knew Rachel loved her. But she was kissing Brittany. She was sitting up on this roof, in a romantic setting, after having had a perfect day with her..kissing her.

How could she do that? What did that mean?

Maybe Rachel hadn't been quite as available as usual lately. Maybe she was starting to feel a little neglected, a little bored. But she had promised her she could trust her with Brittany…what did this mean?

"Yeah," she said somewhat hoarsely, nodding. "It's…yeah."

She hesitated, then asked, "Brittany…what did we just do?"