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Brittany S. Pierce had a problem. Actually, make that three problems. Three problems named Rachel, Santana, and Quinn.

She should have expected Rachel to poke around. The tiny brunette was nothing if not nosy. Brittany had wanted to keep her intelligence secret until graduation. But that wasn't an option anymore. Rachel knew what her grades looked like now.

But was that a bad thing? Her conversations with Rachel were... interesting. They could go from talking about something silly like cats to conversing about what colleges they wanted to apply to next year.

Rachel had her heart set on NYADA. Brittany herself wanted to apply to Juilliard. Though, she wasn't sure if she wanted to dance professionally- she liked to dance for fun- so NYU seemed like a good option too. She hadn't decided yet.

Though, if anyone could get into NYADA it was Rachel. The girl could sing.

Brittany still hadn't made up with Santana. She wasn't entirely sure she wanted to yet.

She knew what people thought of her. They saw her as the school slut, the idiot. And that was fine because that was who she was to them. As far as she was concerned, they didn't need to know who she truly was.

But she wasn't like that with Santana. Santana knew who she was, but for some reason stuck her in the same category that everyone else did. Santana thought she was only hanging out with Rachel to sleep with her.

And it simply wasn't true. Brittany liked Rachel. Yes, she was bossy and self-absorbed, and obnoxious, but she was friendly. She was open. She was herself. She admired the fact that Rachel didn't put on a show for other people.

It was more than she could say for Santana.

The last thing Brittany wanted was for Santana to come out of the closet before she was ready. But she was sick of being used. She was done with being treated as a sex toy.

She was worth more. At least, Quinn certainly thought so.

Brittany's face flushed with thoughts of Quinn. No one had ever gone down on her before. It had felt really good. And Quinn was really pretty.

The shorter blond had promised her a life together. She had stated very clearly how much she wanted to be with Brittany. Could it become a reality? Could she fall in love with Quinn Fabray?

Before she could ponder this further, Rachel was at her side. "Hello, Brittany," she greeted cheerfully. "Are you busy tonight?"

Brittany shook her head. "No," she answered with a kind smile. She had a feeling she knew what Rachel wanted to ask her. The tiny brunette had never had friends to hang out with before. Not even Tina or Mercedes liked to deal with the diva for long. It was good that Rachel had the courage to ask. "Why?"

Rachel smiled up at her in a way that was kind of adorable. "I was wondering if you'd like to engage in a sleepover at my house," she replied.

Brittany smiled encouragingly. "I'd love to," she said immediately. She usually spent Friday nights at Santana's, but that was no doubt cancelled this week.

Rachel beamed. "Excellent. See you then!" She skipped off, obviously pleased with herself.

Brittany shook her head in amusement and followed her to the choir room. Everyone was already there. She sat down in the only available seat, which happened to be between Rachel and Quinn. Rachel looked delighted while Quinn seemed chillingly pleased.

"Alright guys," spoke Mr. Schue. "Next up in our contest are Santana and Mercedes!"

Brittany had to admit, the number they did was hot. Their rendition of River Deep Mountain High was astounding. Not only did Mercedes and Santana's voices mix well together, their dance moves were enticing. She caught herself staring a little too long at Santana's ass.

Judging by the Latina's smug look in her direction, she caught it too.

But Brittany tensed as a delicate hand brushed over her thigh. Alarmed, she glanced over at Quinn whose green eyes were trained forward. Brittany shifted nervously as Quinn laid her hand under her skirt atop her bare thigh. She didn't move it, but Brittany couldn't help but imagine those fingers inside her.

Ugh, this was what she got for messing around. She tried to take her mind off of Quinn.

She noticed that Rachel looked nervous. The brunette shared a look with Finn before turning her eyes back to the performance.

That was weird.

After they finished, Santana seemed pretty confident they would win. Brittany knew they had been better than her and Rachel, but she wasn't all too upset. She could go to Breadstix anytime she wanted.

Besides, if they lost Brittany knew it would be because of her. Maybe she could take Rachel to Breadstix as compensation. That would be nice.

As everyone filed out of the choir room, Quinn held Brittany back. "Have you thought about my offer, pretty girl?" she cooed, caressing her hip.

Brittany blushed, unused to the blatant affection. Santana had never shown it to her, that was for sure. And being called pretty by someone as beautiful as Quinn didn't happen everyday. "A... A little," she admitted. "Do you need an answer right now?"

Quinn smiled kindly. "Take your time," she answered. "I'm willing to wait as long as you want me to." She leaned forward and kissed her cheek.

Brittany blushed harder, but nodded. "We... we should get out there." Quinn agreed and they exited the choir room.

Unfortunately, they walked into a scene she could have gone without witnessing.

Santana seemed to be confronting Rachel. Brittany knew this because she had watched Santana confront people for years. But Rachel didn't seem to be backing down. In fact, this was the angriest Brittany had ever seen her.

"I'll give you one more chance," warned Santana. "Back off."

Rachel glared back. "I absolutely won't be," she insisted. "The way you treat her is appalling, Santana Lopez. She deserves a real friend."

Santana grit her teeth. "You're such a nosy little b-"

Brittany chose to intervene. "What's going on here?" she demanded, eyeing both of them sternly.

Santana looked like a deer caught in headlights. Rachel shifted on the balls of her feet, her flats scuffing the floor. Her eyes may have been playing tricks on her, but Brittany thought she saw a gleeful gleam in Quinn's eyes.

Rachel was the first to recover as she cleared her throat. "Just a discussion," she answered sweetly. "Are you ready?"

Brittany wanted to interrogate them further, but nodded. Whatever this was, she wouldn't let it ruin her night. "Sure," she agreed easily. "See you later, Quinn, Santana."

She left with the short brunette, very aware of the smoldering anger on Santana's face.

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Brittany drove Rachel and herself to the Berry household after collecting pajamas from her own. It was a moderate house, a little smaller than Quinn's. "Are your dads home?" she asked, slinging her bag over her shoulder.

Rachel shook her head. "Dad and Daddy are on a business trip," she revealed. "It's just the two of us."

Brittany winked playfully. "Good," she joked.

Rachel's cheeks flushed as she led them inside. "I've never had a sleepover," she revealed, rummaging through her entertainment center. "But Mike Chang mentioned you liked Disney movies?"

Brittany beamed as she was presented with Finding Nemo, Bambi, and Toy Story. "Mike Chang was right," she replied. She silently thanked the Asian boy for helping with Rachel. Sometimes, he was the only one she could count on.

Rachel gathered a couple of bowls from the cabinet. "I've also gathered an assortment of sweets," she announced. One contained cookies and the other had brownies.

Brittany laughed. "You're a charm, Rachel Berry."

Rachel blushed again. "I'll order a pizza around six."

The blond nodded, but peered at Rachel carefully. "Rach, what happened in the hall today?" she asked.

The brunette looked down. "Santana accused me of stealing you," she answered truthfully. "To which I replied that she isn't a very good friend to you, so I didn't have to steal you."

Brittany grimaced. She would be having words with the Latina. "Rachel I'm sorry I let her and Quinn pick on you," she said. "It won't happen anymore. If they do, tell me. I'll deal with them."

Rachel smiled. "I appreciate that Brittany."

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It was at ten o'clock that Rachel knocked out.

They were in the middle of The Little Mermaid when Rachel's head dropped on her shoulder. Brittany giggled and threw the blanket over them both. She really was having a good time. She never got to watch Disney movies with Quinn or Santana anymore. They said Disney was for kids.

Which Brittany thought was ridiculous. No one was too old for Disney.

Rachel suddenly shifted, burying her face into Brittany's chest. Brittany flushed at the unexpected contact, trying to move away. But Rachel's arms locked onto her waist, effectively trapping her.

Rachel's head was turning from left to right, trying to find a comfortable position. Unintentionally, the brunette was nuzzling her nipples. Brittany wasn't wearing a bra- why would she, she was in her pajamas- so the only protection she had was her thin tank top.

The blond bit her lip, trying to keep her arousal at bay. She had to stop this. Brittany was about to pry the tiny arms off of her when something hard brushed against her stomach.

Her eyes went wide as she looked down to see a bulge in Rachel's pajama pants. Rachel too? Oh God.

A sigh on content escaped Rachel's lips as she made contact with Brittany's stomach. From what Brittany could tell, the brunette was still asleep. But that didn't stop her from gripping Brittany's thighs, intending to pry them apart.

Brittany snapped her legs closed, internally panicking. She pivoted in the brunette's grip. Oh God, oh God, oh God. What is happening? In her alarmed state, she stumbled, falling onto the arm of the couch, her ass towards Rachel.

Rachel landed over Brittany's back and gripped her hips. Brittany gasped as what she could only assume was Rachel's cock rubbed against her pert bottom. Brittany struggled, but could do nothing as she was pinned down.

She could feel her panties becoming damp as Rachel's length slipped between her thighs, rubbing against her clothed slit. She was acutely aware of one of Rachel's hands gripping her right breast as she began to slowly thrust.

Brittany moaned unwittingly, each thrust sending her forward. Her clit brushed against the couch, causing even more pleasure as Rachel humped her.

The brunette was still asleep as far as Brittany could tell, but that didn't stop her from picking up her pace. Brittany felt her tits bounce as Rachel's hips snapped against hers. "R-Rachel," she tried. "You have to wake- UGH!"

She was wet. She was soaking wet. Brittany could feel her pussy lips clenching, trying to lock in Rachel's cock. Pleasure throbbed in her pussy as she began to unwittingly meet Rachel's thrusts.

"Fuck!" hissed Brittany. She couldn't stop herself as she groped her left tit. It felt so good. She moaned and whimpered. "Rachel! Oh, God Rachel, OH-!"

Rachel was moaning too, though she was still asleep. "Hm, take it," she murmured. "Yes, yes, take my cock!" Her grip on Brittany's hips tightened. "Oh, oh! Cum for me, baby!

That sent Brittany over the edge. "OH GOD RACHEL!" she shrieked, practically humping the couch. Rachel followed suit, riding Brittany's pussy as she orgasmed.

Rachel fell onto her back, freeing Brittany. Brittany whimpered as she took in her soaked pussy and hard nipples. She couldn't hell but feel guilty; had she just taken advantage of Rachel? How could she have gotten off on this?

Maybe Santana was right. Maybe she was a slut.

The blond sighed, covering the now snoring Rachel with a blanket. She decided to take recliner, figuring she caused enough damage.

Brittany's bottom lip trembled. "I'm sorry, Rachel."

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Smut. Smut everywhere. Anyway I hope you liked it and please review!