I don't own Glee or any of its franchise – sadly!


A/N Thank you for the reviews! It means a lot to me!


Unbetaed, but I'd appreciate a heads up if you see any glaring mistakes.


WARNING :This is a Faberry story, which means Quinn Fabray and Rachel Berry gets it on. Don't PM me to tell me how wrong it is, if you're here and reading despite my warnings that's on you!


Changes in the Locker Room.

"God, look at her," Santana's mocking tone caught Quinn's attention as she was stretching elegantly on the ground, neatly showing off her superior ability to use her body.

Quinn followed Santana's obnoxious pointing finger and the breath caught in her throat when her eyes landed on Rachel's slender form, stretching out over by the wall, subtly showing off her underappreciated dancer's physique.

"What?" asked Quinn, trying not to act like she suddenly had an urge to go over to the concentrating brunette and kiss a trail down the slender and elegant neck that could be seen now that her hair was tied into a practical bun.

"Oh come on," Santana rolled her eyes and gestured obnoxiously at Rachel. "She acts so high and mighty in front of us; I bet she's trying to get on the Cheerios."

She can get on me anytime, Quinn quickly squashed the vulgar, but oh so true thought and scoffed like she knew she was expected to.

Brittany did something that Quinn didn't really catch, still too caught up in not looking at Rachel's body, but Santana laughed and her concentration turned away from Rachel Berry.

At least, until the end of the class where everyone was hurrying towards the locker rooms to finish up before the stink of decades of old sweat and forgotten gym socks got too much to bear.

Santana chuckled evilly as she quickly opened Rachel's assigned locker and stole her clothes and put them into one of the toilets before Quinn really realized what was going on. Since Rachel always ended up showering last, she'd come out to an empty locker room with no dignified possibilities.

Oddly enough, Quinn didn't enjoy the idea, but she played along. She didn't even realize that she'd changed from being a bully herself to a follower whenever Santana went after people; her favorite target being Rachel.

Quinn tried to shake off the uncomfortable feeling inside of her, something that felt a lot like guilt for some reason; rationalizing that she hadn't even participated for once and had nothing to feel guilty about.

I mean, when did Rachel's comfort level even become a glitch on my radar? Quinn thought somewhat sourly.

She waved goodbye to her fellow Cheerios when they all reached the parking lot and got into her car, but found that she just couldn't start the engine. Finally, the blonde cheerleader sighed heavily and exited her car and made her way back to the locker room, already planning to lend Rachel the spare clothes she always kept in her bag in case Coach Sylvester suddenly ordered them to remove the uniforms so they could be shipped off to Tahiti for Super Professional Cleaning or something.

Once Quinn entered the locker room, she could hear that the shower was still running, so she exhaled a sigh of relief, realizing that Rachel was probably still showering and wouldn't know who'd put the clothes out for her.

Quinn used every bit of agility she had in her, trying to move soundlessly towards Rachel's locker. She reached her destination and smiled when there was no sign of a certain brunette.

In the next moment though, Quinn gave a jolt when Rachel's voice suddenly sounded behind her. The razor sharp edge of anger in the other girl's voice sliced through Quinn like a knife.

"Come back to witness your successful ploy?"

"I-" Quinn began, but suddenly, Rachel's grip was on her shoulder, spinning her around violently, slamming her into the locker.

"Your incessant need to prove your superiority by performing such childish acts never ceases to astound me! It's pathetic!"

Before Quinn could even force out an explanation, that she was truthfully innocent this time, Rachel's hands tightened enough to be painful and then she was unceremoniously dragging Quinn with her towards the showers and that's when Quinn's mind took in Rachel fully for the first time.

She was stark naked, her hair still wet from her own shower and the droplets on her suntanned skin did weird things to Quinn's insides. And then Quinn didn't notice anything because she was suddenly thrust in under the showers.

The pouring water soaked her Cheerio uniform within seconds and she instinctively tried to buck off Rachel's hands that were mercilessly holding her under the now cool jet of water.

But it was fruitless and Rachel kept murmuring long winded insults that oddly enough made Quinn feel warm all over instead of insulted.

"You've got the wrong idea Ra-Berry," Quinn gurgled as some of the water hit her straight in the face, stinging her eyes terribly.

"No I haven't," Rachel objected, her voice taking on an edge that sent shivers down Quinn's trembling spine even as she continued to struggle for freedom. "In fact I think I've gotten just the right one."

Quinn gasped loudly as Rachel roughly grabbed her head and tore the slightly taller blonde down to her height and crashed her lips onto hers.

As always whenever Rachel's lips were near her, Quinn felt her entire body betray her in the blink of an eye. All she knew was the taste of Rachel's probing tongue, even if she didn't quite know how the kiss had progressed that far so quickly. The warmth that radiated of her naked frame burned Quinn's soaked body and suddenly, it just wasn't enough for Quinn anymore and without really thinking about it, her arms came up and took a firm, almost desperate, hold of Rachel's face so she couldn't get away.

Having Rachel so near again, felt like coming home and Quinn didn't want it to end. Deep down she knew that whatever it was that was going on between them, it was something that Quinn didn't want to stop…at least not yet and judging from the small, but sure hands that was busy tearing Quinn's uniform off of her, Rachel felt the same.

Quinn was so lost to the fiery kiss that she didn't really notice that Rachel was sliding her hands back up to her neck, until she abruptly ripped Quinn's head away and stared into her eyes with such an intense look that Quinn could feel her core pulsing for more.

Then, in their next breath, Quinn came crashing back to reality when Rachel spoke; her face twisted into such an unbecoming sneer that it briefly made her look insane.

"If you wanted to get off then you didn't have to stoop to such low behavior, Quinn. I already know how to get you off, so all you had to do was ask; I do owe you one for that last time, don't I? Or do you still prefer whoring yourself to Finn?"

Quinn was happy that the water was still streaming down on them, because that meant that Rachel probably couldn't see the tears that gathered in her eyes at the blatant insult. She'd been called a lot of things by people that envied her and the people that she'd treated badly, but being called a slut just resonated inside of her with a painful pinch that struck her harder than anything else she could remember having experienced.

Feeling completely humiliated, Quinn pushed Rachel away and turned to leave, but then she bent down to gather her now wet uniform in her arms. On the inside, Quinn had already decided to still let Rachel borrow the clothes she'd brought, because as Head Cheerio, Quinn had more than one uniform in her gym locker (and her book locker and her closet at home, because Coach Sylvester practically demanded that her girls lived in the things…).

Remembering the real reason why she'd even ventured back into the locker room, Quinn turned her head back at Rachel; secretly thankful for the fact that her eyes had dried up again.

"Just so you know; Santana was the one, who ruined your clothes. I came back with a spare set for you – I'm not a total bitch all the time. But I promise you that I will be the next time I see you."

Quinn managed to get to her locker and she had just reached into it to grab her clean uniform when Rachel's still naked body wrapped itself around her from behind.

The smell that was so distinctively Rachel assaulted Quinn's nostrils and she couldn't stop herself from taking a deep breath; the scent of flowers and vanilla washing over her.

It was like Rachel had put a spell on her, because Quinn couldn't move as the other girl's hands started trailing down her still naked body. A few seconds later, one hand was gently cupping Quinn and another was gently massaging her right breast.

"Thank you for the clothes." Rachel's beautiful voice rang in Quinn's ear and she felt herself grow wet in an instant.

"I'm n-not," Quinn practically wheezed, "a whore." Hating herself a little, even as her body betrayed her and leaned into Rachel's touch.

Rachel's warm breath fanned across Quinn's cheek as she sighed softly and took a step closer. "I have to admit that I find myself somewhat ashamed for my misconception. I hope you'll accept my apology."

Quinn didn't get a chance to reply or even really think about what she wanted to say, before Rachel once again proved to the blonde that her skills in the sexual area was a lot more evolved than those she'd gotten after dating Finn.

Rachel promptly kneeled down on the floor and dragged Quinn forward the last step so she could place her hot mouth over Quinn's now deliciously aching pussy. And in the next instant, Quinn came faster than she'd ever cum before; as if her core had been waiting for nothing but Rachel's mouth to cum.

Quinn could feel the singer hold her steady as she came down from the high of her orgasm and once Quinn was able to see straight again, she looked down and locked eyes with Rachel, who was still on her knees, seemingly not even noticing the cold floor.

The intensity in the other girl's dark eyes burned inside of Quinn and she couldn't have looked away even if she wanted to. Somehow, Quinn wasn't really sure how it happened; she was also kneeling, her hands tentatively making their way to Rachel's face to cup it and inch by inch their faces closed the distance between them and then their lips met in the softest and most gentlest kiss that Quinn had ever experienced.

It was like none of the other kisses they'd exchanged; for once it wasn't about gaining the upper hand and proving dominance. It was something else entirely; something shared and it was the most amazing kiss Quinn had ever had.

After what seemed like seconds, but was probably more like several minutes, the two girls broke slowly broke apart to stare into each other's eyes once more. Quinn was sure she looked as dazed as Rachel did in that moment.

Then Rachel reached out her own hands and cupped the back of Quinn's head, gently pushing her backwards down to the floor before following suit, draping her own equally as nude body halfway on top of her and then she began planting small, almost tender kisses on Quinn's neck and chest.

In what followed, Quinn felt as though she was being worshipped; no spot on her body was left untouched or unkissed and Quinn was practically writhing with desire on the floor; the cold tiles only enhancing the sensual experience.

Rachel's slender fingers slowly made their way down to Quinn's pulsing core that was aching for attention and once again, Rachel's touch proved to be all that was needed for Quinn to reach her climax.

"Oh God, Oh Rachel, Oh please!" Quinn babbled, breaking the silence that had grown between them, as she wrapped her arms around Rachel and pulled the other girl into a passionate kiss that took the rest of her breath away; desperate to convey her…well, something that Quinn couldn't quite put into words yet.

Quinn could feel her eyes tear up from the intensity of it all and Rachel's plush lips sucked in her earlobe for a second, before she whispered soothing nonsense into the ear itself.

Breathing heavily, trying to come back to reality, Quinn realized that Rachel was trembling, but from the heated glance she received, Quinn doubted that the brunette was even aware of the cool air blowing across their glistening skin.

"Thank you," muttered Quinn and ran her hand down Rachel's sweat covered back to cup her butt, squeezing the firm cheeks sensually. "Now it's my turn…"

Rachel smiled; probably the first real one Quinn had ever received and for some reason, it made the cheerleader feel really good inside. "You don't have to."

"I want to."

Quinn didn't give Rachel another chance to object or even blink. Instead, she rolled them around, changing their positions so that she was the one on top. Quinn reached out and cautiously touched Rachel's small, but perky breasts, twisting the nipple a little and secretly rejoicing in the moan the touch elicited.

Inwardly, Quinn was a little nervous about what she was about to do; she'd gotten Rachel off before and she'd touched herself more times than she really cared to admit, but she'd never performed cunnilingus before, but from the times Rachel had done it to her, Quinn knew that it was one of the most exquisite sensations in the world and she really wanted to please Rachel for some reason that she didn't want to think too much about at that moment in time.

Slowly, Quinn spread Rachel's legs enough so that she could lean down and run one quick lick up Rachel's bare pussy. It tasted a little weird at first, but Quinn knew from that first lick that she was going to enjoy the experience as much as Rachel when Rachel's first groan of pleasure reached her ears.

Before long, Quinn felt secure enough to copy some of the moves that she remembered (vividly!) that Rachel had used on her and she felt an almost primal satisfaction when she slipped a finger inside of Rachel's dripping core and curled her finger; recognizing the tightening of the warmth around her digit.

Rachel was about to cum and unlike that time in the choir room, it didn't happen soundlessly. She more or less screamed out her orgasm a few seconds later, her nails scraping down of Quinn's shoulders; the unexpected stab of pain doing nothing to dampen the pleasure that was roaring through Quinn's own body for the third time.

"That…" Rachel began, stopping as she tried to re-catch her breath. Quinn licked her lips of Rachel's juices, feeling very proud of the fact that she'd somehow managed to make Rachel Berry speechless.

"I agree." Quinn said after a little moment of comfortable silence. "So," she continued when she felt a bit more like herself again, "what is this really?"

Rachel blinked. "You need a definition on what's been happening between us?"

"No," denied Quinn, a little too vehemently, she realized when she noticed the small smirk on the other girl's face. "I just…It's not like I know what I'm doing here."

"Oh, I have to disagree," Rachel objected softly, her eyes shining with some kind of emotion that Quinn couldn't quite decipher. "I'd say you're as gifted in this as you are in all your other endeavors."

Feeling oddly proud, Quinn ducked her head down on Rachel's chest, not realizing until it was too late that what she was doing could be constituted as cuddling. "Shut up."

Rachel's chuckle shook Quinn's head a little, but a small hand held her head in place, so the blonde gathered correctly that Rachel didn't really mind her current position.

"I honestly don't know, Quinn." Rachel finally answered as they'd lied together on the floor for a few additional minutes of quiet contemplation. "But I'd be lying if I said that I didn't enjoy it."

"Yeah…Me too." Quinn admitted and lifted her head to smile at the other girl, who in response gently kissed her forehead before sighing and muttering something about having to call her Daddy because of her usual schedule being completely derailed.

And as Rachel sat up to go to her locker to see if Santana's prank had ruined her cell phone as well, Quinn briefly wondered if their encounter today had changed everything and if so, was that really such a bad thing?

TBC