A/N: Time to earn that M rating.

Chapter 4

Santana couldn't recall having enjoyed shedding a woman's undergarments so much so as when she did it to Quinn. Her fingers had toyed only momentarily with the elastic waistband before curling beneath. The lacy underwear felt delicate beneath her slightly shaking hands. She was going to see Quinn Fabray naked. Again. And they were going to have sex. Again. It was a sobering thought. When Quinn arched her backside off the mattress, it was the only encouragement she had needed to slide the flimsy panties down the other woman's jutting hipbones and down her long, long legs.

When Quinn sat up in bed to unfasten her bra, Santana placed her hands on top of Quinn's. "Stop," she instructed. Quinn arched a questioning eyebrow. "I want to do it," Santana clarified.

She could hear the slight intake of breath before Quinn nodded her acquiescence. She reached behind Quinn; her hands glided along smooth skin until she felt the bra clasp. She unfastened the garment so it was only held up by the shoulder straps. Santana scooted a little closer on the bed so she could kiss along the tops of Quinn's pale shoulders. Her steady hands slid the two straps down Quinn's shoulders and off her slender arms, until the bra fell away, rendering the blonde completely naked.

Quinn let her head fall back, affording Santana better access to her neck and collarbone. Santana's mouth was magic. Her nostrils flared, her breathing sounded labored, and yet Santana had barely touched her. "I'm feeling a little underdressed," she murmured.

Santana was not an obtuse girl; she didn't need a second hint. She quickly tore off her own cotton shirt, eager fingers fumbling just a bit, and pulled off her pajama pants until she too was naked, along with Quinn.

Santana breathed in the woman perched on her bed from her blonde hair, long and curled like she'd worn it early in her high school career before her life had turned upside down, and admired the slender, taut body that showed no visible signs of a teenage pregnancy that felt eons ago.

Santana took her time, kissing the pale skin of Quinn's naked breasts, rotating from one breast to the other. She took a pebbled nipple into her mouth and flicked at the sensitive nub with the tip of her tongue. She heard the blonde's quiet hiss and felt Quinn's fingers weaving into her hair, pulling her closer.

Santana pressed her fingers against Quinn's breastplate and looked up. "Lay down, Q."

"You're awfully big on giving me commands tonight," Quinn observed.

"Are you going to put up a fight?"

"Not until you tell me to do something I didn't already want to do," Quinn said, meeting Santana's challenge with one of her own. She looked behind her to find the nearest pillow before lying down.

Santana, still sitting up, idly trailed her fingers along Quinn's swollen folds. It had surprised her the first time they'd had sex that Little Miss Innocent shaved. But she supposed the label of "innocent" was a bit of a misnomer. Quinn had had a baby, she'd dated a professor, and she'd had sex with her. Twice. In fact, the more she thought about it, Quinn might have been more sexually experienced than she was. That thought made Santana pause. She talked a big game, but at her core Santana was a romantic.

Quinn pressed her hands against her abdomen and the feeling of Santana stroking her so delicately intensified. "That feels so good, San," she breathed.

"Roll over."

Quinn lifted her head up from her pillow and quirked an eyebrow. "What's the magic word?"

"Roll over," Santana repeated, "and I'll make you cum hard."

Not getting the response she'd expected, Quinn felt the blush creep onto her cheeks. She was used to Santana's crassness, but it typically wasn't in this context. "Good enough."

With some effort, Quinn heaved herself off the not entirely comfortable mattress and rolled onto her stomach. She was a little uneasy being naked this way; it felt more vulnerable when she had to crane her neck to see Santana. "Like this?" she asked, still not sure what Santana had planned for her.

She felt strong fingers wiggle in the space between her knees and the mattress. Santana grabbed onto Quinn's lower thighs and gently pulled until she was up on her hands and knees. "That's much better," came Santana's gruff reply.

"Santana." The way Quinn said her name sounded like a warning. "Tell me what you're doing."

She shivered when she felt hands ghost over her outer thighs to rest on her hips. "I'll talk to you every step of the way, Q."

"Good," Quinn breathed. "Because I don't like surpri—." Her words were cut off by a gentle, but firm smack to her backside. "What the fuck?" she growled. She turned her head to look over her shoulder and glared at the beaming Latina.

Santana tried to look innocent, but she knew her horns were showing. She couldn't help it though. It wasn't everyday Quinn Fabray submitted. "Sorry, Q. I guess you want a warning before I spank you, huh?"

"Or you could just not slap me," Quinn snapped. "Ever think of that?"

Santana's fingers trailed over the place where her palm had struck. She hadn't hit Quinn all that hard, but her porcelain skin still showed a faint pink mark. "Trust me. You're gonna like this."

Santana's hands left Quinn's backside and moved to rest on the inside of her thighs. The skin there was warm and impossibly soft, while still feeling taunt and femininely muscled beneath her confident touch. Santana applied slight pressure on her inner thighs, coaxing Quinn's legs further apart on the mattress.

Quinn bit down on her lower lip when she felt the other woman spreading her wider apart. "San." If she'd thought she'd felt vulnerable before, simply lying on her stomach, this new position took that vulnerability to a whole new level.

"Just trust me, Q," Santana repeated. She stroked her fingers along the inside of Quinn's thighs, hoping to sooth her uneasiness. The hands at Quinn's thighs tightened suddenly. "I'm gonna eat you out now. Is that okay?"

Before Quinn could respond or react, she felt the mattress sink and shift beneath her hands and knees, and then suddenly Santana's mouth was on her sex. Quinn breathed in sharply through her nose, fully aware that the walls of Santana's bedroom were made out of cotton sheets and that Rachel Berry slept just a few hundred feet away, if that.

Santana licked the length of Quinn's slit. "Oh God," Quinn quietly groaned when she felt the tip of Santana's tongue just barely flick against her clit before sliding all the way back again.

"Fuck," Quinn moaned, arching her back slightly. "How are you so good at that?"

The dark-haired woman paused long enough to respond. "I'm good at everything I set my mind to. Plus I speak fluent Spanish," she added. "Gotta have a flexible tongue to roll all those R's."

Quinn barely suppressed a shudder. She knew all about Santana's flexible tongue.

Santana held hard onto the blonde's pale thighs, fingers digging in as if she worried Quinn might try to run away. She flattened her tongue and licked again, tasting Quinn's arousal, thick on her tongue.

Quinn felt the absence of Santana's heat and the mattress moved again. "Why did you…why did you stop?" she choked out, feeling equally annoyed and breathless.

She groaned again when she felt Santana's naked body drape over her own and when her breasts flattened against her back. She could feel all of the sexy Latina this way.

"I didn't stop," Santana noted. "I just changed my mind." She thrust her pelvic bone lightly back and forth, pressing against Quinn's sex from behind with each forward thrust. She could practically feel Quinn's wetness and her own saliva, wet on her skin. It was only times like this when Santana lamented being born with lady parts.

"About what?" Quinn was starting to feel the burn in her forearms from holding up her weight, but she was keenly aware of how good Santana's body felt pressed against her own and craved more.

Santana's breath was warm and tickled her right ear. "I'm gonna fuck you with my fingers."

"Oo-okay," Quinn stuttered.

Santana placed her middle finger against the opening of Quinn's sex. She stroked her finger up and down her wet slit, gathering Quinn's arousal. Slowly, she sunk her digit inside from the first to the second knuckle. She rotated her single finger like a corkscrew and was rewarded with quiet mewls of appreciation.

"You like that?" Santana rasped. "Feel good?"

"Fuck, yes," Quinn sighed. She closed her eyes and tried not to dwell on the fact that she was on all fours and that her best friend was fingering her from behind.

Santana pulled all the way out and replaced her single digit with two. She felt Quinn accommodate the extra finger, stretching around her knuckles. She couldn't help her own groan at feeling Quinn so warm and wet and a surge of pride knowing that it was she who had done this to her friend. She slowly dipped in and out, mesmerized at the sight of her fingers being sucked in and out of the blonde's shaved sex.

Santana's fingers continued to pierce her. Quinn's head was unceremoniously forced up and back when Santana made good use of her long, blonde hair, pulling it back into a ponytail with her free hand. Her back arched and her naked breasts jutted out.

"Fuck you're tight," Santana quietly growled. "It's like your pussy wants to break off my fingers."

Quinn could only whimper in agreement.

Santana curled her fingers up and sought out the slightly textured upper wall that she knew would make Quinn scream.

"Oh, God. I'm gonna cum, San," Quinn sobbed.

In response to her admission, Santana slammed her fingers harder and faster. She let go of Quinn's hair and snaked her hand around her waist so she could pinch and stroke Quinn's clit between her fingers.

Quinn fell forward and screamed into her pillow, her cries thankfully muffled by the thick down material. Her arms gave out, her knees wobbled unsteadily, and she crashed flat on the mattress. "Holy shit," she gasped, when her breathing came back under her control.

"I'm sorry if that was…too much," Santana said in an uncharacteristically quiet voice. She found herself unable to make eye contact with the other woman. "I don't want to scare you. I just…I couldn't help myself, I guess."

Quinn rolled back over onto her back and breathed out shakily. "I've never done anything like that before."

Santana winced; she continued hovering near the end of the bed. "Did you like it? Was it good? Was it bad?"

Quinn paused before responding. "It was different."

Recognizing the look that flashed over Santana's face, Quinn abruptly sat up and grabbed onto her wrist before she could sprint off. "I didn't say I didn't like it," Quinn noted with some heat. "It just…it took me by surprise. It was totally different from what we did on Valentine's. I didn't realize there were so many things women could do in bed."

The hurt look softened on Santana's features. "That was only a taste of what two women can do together," she snorted.

Quinn released her hold on Santana's arm and instead leaned her weight on one elbow. "I'm listening," she smiled.

Santana sat down at the end of the mattress, not bothering to cover up. She had no problem with her nakedness. She worked hard to maintain her figure and wasn't afraid to show off her hard work. "Well, you still have to sit on my face," she observed.

Quinn cleared her throat. As much as Santana's words embarrassed her, the mental images they produced were far more pleasant.

"And as much as I dig what we've done already, I think sex is more enjoyable when we're getting off at the same time – none of this 'taking turns' bullshit," Santana continued. "So that means 69ing, mutual masturbation, scissoring, tribbing," she ticked off.

Quinn had no idea what half of those words meant, but she wasn't about to interrupt and admit her naivety.

"And that's not even mentioning all the fun to be had with sex toys. Strap-ons, vibrators, clamps, bondage. Seriously, girlie," Santana grinned, "it's just the tip of the iceberg."

Quinn's hazel eyes had gotten perceptively larger the longer Santana's sex-rant continued. She didn't know what to say. "Oh."

Santana laughed, not unkindly. "Uh oh. Did I break you?"

Quinn cleared her throat. "No," she said, shaking her head. Her loose hair ruffled around her face. "This is all very educational. I like learning new things."

"Well any time I can school the Ivy Leaguer, I'm game," Santana winked.

Quinn tried to stifle a yawn, but failed.

Santana smirked. "Sleepy, Princess?"

Quinn smiled bashfully and nodded. "Sorry." She raked her fingers self-consciously through her hair. "I seemed to have hit a wall."

"Orgasms will do that to ya," Santana noted, pursing her lips.

"Did you want me to, um, give one to you?"

Santana involuntarily clenched her thighs. She could practically feel her own arousal coating the insides of her legs. "No. Don't worry about it, Q. I'm fine."

Quinn worried her bottom lip. "Was I…was I not any good last time?" Their first time had been one-sided, but during Round Two she'd been braver and had explored Santana's body with her mouth, tongue, and fingers. Santana hadn't laughed in her face at the time, so she'd thought she'd been okay. But now those feelings of inadequacy were bubbling to the surface.

"Believe me, Q. You're a natural. You popped my cork like I was a bottle of fine champagne."

Quinn wrinkled her nose. "I don't know why you talk like that," she complained. "You could have just said I was okay in bed."

"You have nothing to worry about," Santana reassured. "You were amazing."

"Really?" Quinn hated that she sounded so weak.

"Really." Santana kissed the tip of Quinn's nose. It felt like a very couple-y, intimate thing to do and she stiffened after she'd done it. She hadn't been thinking when she'd kissed Quinn; she'd just done what felt natural. "Now shove over, lady," she said briskly, building up her walls again. "It's late and I gotta gets me some beauty sleep."

Waking up the next morning with Santana Lopez snuggled against her was an altogether new, but certainly not disconcerting discovery for Quinn. When they'd spent the night together over Valentine's Day weekend, they'd slept on opposite sides of the hotel bed, hardly touching while they slept, despite having just been intimate. Here in New York, however, Santana's bed wasn't large enough for them to avoid each other, but it was certainly large enough that the cuddling wasn't necessary. While it surprised Quinn that Santana had made it her mission to use her as a pillow, discovering that the hard-shelled Latina had a snuggly side wasn't shocking. She'd always suspected there was more to Santana than sarcasm and clever nicknames.

Quinn hazarded running her fingers through the dark-haired woman's silken hair while she slept. Her hair was impossibly soft and it slipped effortlessly between her fingers. She half-worried Santana would wake up in a wild fury about the too-intimate gesture, but they'd done far more intimate things the previous evening, so she didn't care much about Santana's reaction.

Santana slightly stirred at the light touch, but didn't jerk away. Quinn took that as a good sign. "Good morning," Quinn whispered into the room.

"Morning," Santana mumbled in return. She'd yet to open up her eyes. Mornings would be much better if they didn't include sunshine.

"God, what's that racket?" Quinn complained, squinting into the early morning sunlight. It felt like she'd been sleeping with cotton balls in her mouth. She hadn't had much to drink the previous night, but she supposed switching between different kinds of hard liquor hadn't helped her cause.

"It's Rachel," Santana grumbled, burying her face into Quinn's neck like she was her personal pillow. "Not surprising, she's a morning person."

Quinn made a disgruntled noise of her own. The only thing worse than waking up to the annoying buzz of an alarm clock was waking up to the annoying buzz of Rachel Berry. She could hear the other woman clomping around the main living space. It took her a moment too long, however, to realize that the clomping of Rachel's shoes was getting closer.

"It's time to wake up!" Rachel's voice practically sang. The curtains of Santana's makeshift room were thrown open. "Time to face your hangover!"

Santana rolled off of Quinn just in time to recognize the shock on Rachel's face. "Well, shit."

"Your clothes. What happened to your clothes?" Rachel gaped. "Did we get robbed last night and they only took your clothes?"

"Oh, God." Quinn groaned and pulled the covers over her head. "This isn't happening."

"Goddamn it, Berry," Santana cursed again. "Knock much?"

To Rachel's credit she pulled herself together quickly. "As much as I hate to state the obvious," she huffed, her nose in the air, "you lack a door upon which I could knock."

Santana threw a pillow in her direction and Rachel squealed before narrowly missing being hit. "The roommate agreement explicitly says no violence!" she stated shrilly.

"And I'm pretty damn sure that stupid agreement also says you're not to get in my business when I bring girls home," Santana snarled back.

"But that's not a girl," Rachel protested, pointing wildly at the scene before her. "That's Quinn."

"Who is very much still in the room," came Quinn's muffled reply from beneath the heavy down comforter, still unwilling to emerge.

Rachel made a noise of frustration. "Fine," she huffed. "But you two can't hide in here forever. And when you emerge," she said, eyes a little wild and pointed finger erratically waving, "we are going to talk about this."

"Can't wait," Santana sing-songed, batting her eyelashes.

Rachel made another disgruntled noise before spinning on her heels and stomping out of the room.

"She's still annoying as ever," Santana sighed when Rachel had made her dramatic exit. "But at least I don't have to deal with a pregnant Rachel Berry now. God," she snorted, "can you even imagine what that would have been like?"

Quinn carefully popped back up from beneath the covers. She was glad Rachel hadn't lingered. It was starting to get muggy beneath the thick comforter. "So Rachel's not to interfere when you bring girls home?" She made sure to emphasize the plural nature of the gender-specific word. She didn't know what was happening between Santana and her, but she did know the thought of Santana bringing other women home and doing things to them that she'd done to her last night didn't sit well. She didn't know if her ego was hurt at the thought of being just another sexual conquest or if she was starting to have real feelings for her friend.

"What's your question?" Santana propped her arms behind her head as a mock pillow. She'd thrown her pillow at Rachel and didn't feel like getting out of bed to retrieve it.

Quinn narrowed her eyes on the Latina. "This cavalier attitude you have about sex isn't very attractive."

Santana turned her head slightly, not surprised to see Quinn's gaze was as intense as ever. It seemed like nothing could ever be easy between them. "So we're really going to talk about this?"

"I want to." Quinn bit down on her lower lip. "We need to."

"Fine," Santana sighed. "What do you want to talk about?"

"How about how you're cruising through life, hopping from one bed to the next without it meaning anything?"

"Which one do you want to be, Q?" Santana snorted incredulously. "The pot or the kettle?"

Quinn couldn't pretend she didn't know what Santana was talking about. But she wasn't about to let Santana turn this into an attack on the choices she'd made since arriving on Yale's campus a semester and a half ago.

"I don't know what you want from me, Q. On Valentine's Day you were drunk, you were horny, and you were feeling sorry for yourself. Don't pretend I was anything more than a little experiment."

"I wasn't drunk last night and I'm not drunk right now," Quinn said evenly. "So what do you call that? Another experiment?"

"Fuck if I know." Santana breathed uneasily into the space above her head. "Just another lapse in judgment in a life filled with questionable decision making." As soon as the words came out, she wanted to take them back.

Quinn resisted the urge to slap Santana. It was too easy to resort to physical violence. She felt like tearing her hair out. Why did Santana insist on being so frustrating all the time? "You don't get it," she steamed. "I don't want to be just another pretty face. I don't want to be a notch on your bedpost."

"No. You don't get it." Santana couldn't handle lying next to Quinn and all her naked glory and continue to have this ridiculous conversation. She threw the covers off her body and launched out of bed. She grabbed onto the nearest item of clothing, an oversized t-shirt from the floor, and pulled it on. "You could never just be that to me. You're Quinn Fabray, for Christ's sake."

Quinn frowned from the bed. "I don't know what that means."

Santana roughly ran her fingers through her hair. "It means Valentine's Day wasn't just some uncomplicated fuck for me," she exclaimed.

"Then what was it?" Quinn challenged.

"Complicated."

Quinn sat up in bed and leaned closer. "How was it complicated?" she pressed.

Santana threw her hands up. "How much time do you have?" she exclaimed. "Number One, you're not gay."

"I've had sex with you on multiple occasions, Santana," Quinn pointed out. "I don't know what your definition of Gay is, but that's certainly not Straight."

"Well, whatever," Santana snapped off. "I know how you work, Fabray." Her body seemed to vibrate with raw emotion. "Whatever it is that's happening, you're not brave enough to live Out and Proud; you're not ready to taste the rainbow."

"Don't assume to know me, Santana," Quinn said stubbornly. She tried to maintain a cool exterior, but Santana's admission that sex with her actually meant something made her voice waver. The way the fiery Latina was worked up over her made her feel something foreign in the pit of her stomach.

"So what?" Santana bellowed, her voice rising in volume, not caring that Rachel could hear them. "Does this mean you want to be my girlfriend?"

The louder and more confrontational and honest Santana became, the quieter and smaller Quinn felt. "I-I don't know." What she did know was that she no longer felt in control of the conversation, and that made her uneasy. She'd come to New York to confront Santana, not the other way around. This wasn't supposed to happen like this. This wasn't the plan.

"Yeah," Santana snorted, "that's what I thought."

"San." Quinn's quiet murmur went unheard, so she grabbed onto Santana's wrist before she could storm away. Quinn tugged, just hard enough to pull Santana back onto the mattress with her. There was no mistaking the wounded and angry look on Santana's face, but Quinn wasn't without her own vulnerabilities and feelings of inadequacy. "I don't…." She got choked up and had to start again. "I don't want to be Brittany's replacement."

Santana blinked vacantly. "How could you ever think I'd do that to you?"

Quinn released a deep, shuddering breath. "I just know how much Brittany means to you. And how much you were hurting when you found out she was dating Sam. I thought maybe that's what Valentine's Day was about."

Santana folded her legs beneath her body and settled more easily on the mattress, closer to Quinn. She didn't feel so angry anymore. Seeing Quinn's walls start to crumble made her ache all over. She wanted to protect her; that's all she'd ever wanted to do, even back in high school. But it always felt like when Fate was fucking up Quinn's life, it was dishing some hot shit at her, too.

Santana looked down at her hands. She didn't know what to say; she didn't have the words. She wasn't very practiced at being honest with others, let alone herself. Maybe that had been part of the attraction of dating Brittany – her innocence was contagious, and she let her hide out with her in that made-up unicorn, jellybean, and rainbow world.

Quinn wasn't like that though. Her words, like an open-palmed slap to the face, always forced Santana to come back to Reality. There was no running when it came to Quinn. There was nowhere to hide.

"I'll always have a spot in my heart for Brit," Santana slowly admitted. "She was my first love. She's the girl who made me realize I was gay and who helped me be brave enough to Come Out to myself." She let out a shaky breath. "And that was a harder thing to do than actually Coming Out to my family and friends."

Quinn's next words were quiet. Contemplative. "Maybe you could help me be brave."

Santana swallowed hard. "Yeah?"

Quinn ducked her head and looked away.

Santana licked her lips. She knew she wanted to be that person; she wanted to be brave enough for the both of them. She cleared her throat. "How much longer are you planning on staying in New York?"

Quinn looked back. "Just another night, I guess. I have classes on Monday."

"Do you…I don't know – shit – do you maybe want to grab a cup of coffee this afternoon? And maybe, I don't know, we could go do something afterwards?"

Quinn tilted her head to the side. "Santana Lopez, are you asking me out on a date?"

Santana's beautiful face twisted into a scowl. "Not if you're going to make fun of me."

Quinn reached out and cupped Santana's face, brushing her thumb across her cheekbone. "I would love to go on a date with you, San."

Santana let out a breath she hadn't realized she'd been holding. "Good." The two remained silent, just smiling at each other for a long, comfortable moment. "So are you ready to get out of bed and face the world?"

Quinn made a face. "By 'world,' do you mean Rachel?"

Santana grinned and nodded.

Quinn groaned and rubbed at her face. "No. A world of no."

Santana's wide, expressive mouth curled into a warm smile. "Too bad."

FIN

A/N2: Thanks for giving this little story a chance! If you like my fan fiction, be sure to check out my original lesbian romance novels, available at Amazon. My latest book, Winter Jacket, turns a lurid trope (a professor/student affair) into something else altogether. More details can be found in my author profile.