A/N: Sorry this chapter took so long, but I got really busy with work and home life this week. I make up for it with this chapter being a little bit longer. Enjoy, and I hope to have another chapter this weekend, but I have a busy weekend with the Glee movie and family stuff so we'll see.

Please R&R and thank you to everyone who has!

Falling asleep the second time around was not as easy as the first. Somehow, I was a lot more nervous and excited and I felt like I had just drank five Red Bulls and then ran a marathon. I could not steady my breathing and I was afraid that Rachel would notice and be weirded out. I also felt like I was breathing too loud, the room was so quiet and all I could hear was my breathing and I wondered if that was all Rachel could hear too. Then my arm that was underneath her pillow fell asleep, but I was afraid that if I moved it an inch, somehow the mood in the room would change and maybe she would move away from me and then I wouldn't have her in my arms anymore. So instead, I tried to ignore it as it slowly began to get numb, and concentrated hard on taking slow deep breaths.

I could tell Rachel was still awake too, because her breathing had no set rhythm and she would shift her hips against mine every so often as if trying to get comfortable, which only made my erratic breathing worse. Knowing that she was awake, I felt like I should say something to her and use this time to get to know her better, but I couldn't find the courage to break the silence. I felt like someone had put an ice cream cone in my hand and told me that I had to sit there and watch it melt, but I wasn't allowed to eat it.

I don't know when I finally drifted off to sleep, but when I woke up Rachel and I had both shifted in our sleep. I had rolled over onto my back and Rachel had followed with me almost to our exact position we had fallen asleep in the first time with her head on my chest. This time, however, Rachel had her knee pushed firmly against my centre and her hand was resting on one of my breasts. I tried to ignore the ache in my lower body that was effectively making my shorts wetter and wetter, but when she shifted lightly in her sleep and rubbed her knee against me, I had to bite back a moan and was certain I had soaked completely through. All I could do was pray that Rachel couldn't feel it along her leg, because it was a little embarrassing waking up so turned on, especially when it was with a girl that I really liked and didn't want to frighten away.

I noticed the sun poking through the blinds on my window and suddenly realized that it was Friday, not Saturday, which meant we had school today and possibly slept through some of it. I turned my head towards the night table, slowly to not wake Rachel up, but my clock was angled away from my bed and I couldn't see the time. I realized that my hand closest to the table was gripping Rachel's ass and as much as I wanted to leave it there forever, I knew I needed to see what time it was. I tried to pick it up off of her as carefully as I could, watching her face the entire time for the slightest indication that I was waking her up, but her breathing continued in rhythm and her face never even flinched. It wasn't until my hand was almost over the side of the bed that Rachel suddenly shifted again, letting out a soft rumbly hum as she lifted her hand from my breast and let it fall against mine. I froze for a minute, waiting to see if she would stir again and wake up, but when she didn't I slowly pulled my hand out from under hers and made another attempt to reach towards my clock. Once again she stirred before my hand could get there and again her hand fell on top of mine. I looked at our interlocked hands and then at Rachel, who was once again peaceful, and whispered, "You're awake, aren't you?"

A smile immediately crept across her lips, but she didn't open her eyes, say anything, or move again.

"Guess not," I said with an exaggerated sigh, "I'll just have to tickle you until you wake up."

With that last word, I tore my hand out from underneath hers and began to pinch and tickle her sides as she giggled and squirmed, trying to get away. She rolled off me and onto her back, but I just followed with her, not showing any mercy until finally she started screaming, "If you don't stop I might pee myself!"

I backed away from her, still laughing, and she followed with me, putting her head back down on my chest.

"Morning," I sighed blissfully, with a groggy half-smile.

"Mmmmm," she hummed back, turning her head so that her chin was resting on my chest and she was looking up at me.

"You have something against me checking the time," I asked and she made a sour face.

"Yes, because if I know we're late, I will be upset, but not knowing that we're late means I can lay here with you in blissful ignorance," she said and I understood her logic. Not knowing the time meant I could pretend it was still early and not worry about skipping classes, not that it ever really upset me when I skipped school. In elementary school I would've never even thought about missing classes, but since I became friends with Santana and Quinn, I tended to go where they went, and Santana didn't think twice about skipping school, and 'Stupid Brittany' was too ignorant to care. If we didn't have Glee practice after school today, I would've held her down and made her stay in bed with my for the rest of my day.

"You win," I said, tightening my arm around her waist.

"No," she sighed, taking my phone of the night table and handing it to me, "Now you got me thinking about it and I'm worried that we're missing school."

I pressed a button on my phone, illuminating the screen, and to my relief found that we still had twenty minutes before we had to get out of bed and start getting ready for school.

I gasped, "Crap, we've already missed our first two classes."

Her head shot up from my chest to check the time on my phone and I began to laugh once she saw the time and relaxed against me again. She glared at me, pressing a finger to my nose as she said in a low chastising voice, "Not nice."

"I'm a Cheerio, remember," I said, tucking a piece of hair behind her ear causing her to duck her head and blush, "I'm not suppose to be nice."

She was silent for a moment, her face serious as she tugged on the strap of my camisole and then whispered so quietly I had to hold my breath to hear her, "What are we doing, Brittany?"

"Lying in bed and talking," I answered, dumbly. I knew that wasn't what she was asking and that she wanted me to tell her my feelings so she could analyze what was going on between us, but I honestly wasn't ready. I knew what I felt and how much my body craved her, even the briefest of touches, but I think I was a little weary of getting my heart ripped out and stomped on again. After Santana's complete one-hundred and eighty degree turn around before prom and shoving Karofsky in my face, it had damaged me a lot more than I allowed to show. I had to pretend to let it slide, to be Santana's best friend again, but really our relationship just got extremely confusing. Sometimes it seemed like she loved me and she would do anything for me, then other times she made it very clear that her image was more important.

I didn't know where I stood with Rachel yet. I wasn't ready to announce to the entire school that I liked her. I thought she was beautiful and extraordinary and I will admit that she was beginning to have a great power over me, but we hadn't even been hanging out for a week and everything was moving far too fast for me to keep up with it.

I watched Rachel's mouth open and pause and I knew she wanted to push me into talking, but instead she closed her mouth again and rested her chin back on my chest.

"I told you yesterday, I like you," I said softly, "But I'm having just as much trouble as you are trying to put the pieces together. You're a good friend, Rachel, and I really like spending time with you. I think we should just see what happens."

One corner of her mouth twitched into a brief, lopsided smile and then she was gone, taking the warmth of her body with her.

"Do you mind if I use your shower," she asked, bending down to retrieve her bra where she had left it on the floor the night before.

"Towels are under the sink," I nodded, watching her hips sway as she entered the bathroom and closed the door behind her.

I closed my eyes as I heard the shower turn on and listened to the water beating down against the bathtub. I heard the familiar screech of the shower curtain being pulled back against the rod and then a change in the frequency of the water hitting the tub, indicating Rachel was underneath the spray. I tried not to think about it, about Rachel being inside my shower, naked, using my body wash and my shampoo. Naked.

I sucked in a long breath, pushing the thoughts from my mind, and rolled lazily out of my bed. Dragging my feet into my closet, I stood there for a few minutes staring at the rows of clothing, but paused as I began to hear Rachel's light singing flowing out of the bathroom. I couldn't tell what she was singing, but the sound of her voice was enough to make me forget what I was doing in my closet and just stand there and listen. The singing stopped when the water shut off and I resumed my previous task of stripping off my pajamas and replacing them with a freshly washed Cheerios uniform.

I heard Rachel's bare feet pad against the carpet from the bathroom to my closet and looked over at the doorway to see Rachel with only a white towel wrapped around her body. Beads of water dripped from her wet hair, rolling down her back, shoulders and chest as she nervously looked down to make sure the towel hadn't slipped anywhere. I'm pretty sure my mouth had dropped open and I was well aware of my staring, but I couldn't shake the urge to rip that towel off her body.

"Can I borrow a shirt," she asked timidly, her eyes following the lines of clothes on the rack.

I blinked, snapping myself out of my daze, and said as I thumbed through my tops, "You know, I have to do twice as much laundry with you around."

"Don't you have a maid for that," she teased, running her fingers through her wet hair.

"Actually," I said, tugging a light green baby doll top off its hanger and tossing it at her, "I do."

She caught the shirt just before it landed on her head and made another quick check to make sure she hadn't fallen out of the towel anywhere before chuckling, "Can I bring my laundry over?"

"Of course," I said, grabbing a hair tie from on top of my chest of drawers and snapping it against my wrist, "Half of it is mine anyway."

She smiled and tried to glare at the same time, but I could tell that she really like that idea of wearing my clothes and having a part of me at her house. I didn't mind that thought either. Just as I was about to slip passed her to leave her to change in the closet, while I got my hair done in the bathroom, I realized that she would be wearing the same skirt as the day before, and while going commando in jeans wasn't comfortable it was still do-able. Going commando in a skirt, wasn't. I didn't want to embarrass her and point out her lack of clean undergarments so I caught her eye and opened my panty drawer, offering it to her without a word as she nodded with a blush and I left her alone to change.

I checked out my reflection in the mirror as I entered the bathroom and noted the terrible bed head I had going on. I ran my fingers through the tangled strands briefly as I grabbed my toothbrush out of its holder and began to brush my teeth, staring wistfully at the shower and watching the beads of water stream down the tiles. I could almost see Rachel's naked form standing under the stream and pressing her hands to the tiles and I had to shut my eyes tightly to stop myself from continuing the fantasy.

I finished brushing my teeth and began to brush my tangled hair. I noticed the brush was dampening my blonde locks and realized that Rachel had to have used it after her shower. The thought shouldn't have thrilled me as much as it did, and I had to quickly finish brushing to keep the ache between my legs from accelerating further. I used my fingers to brush my hair back and pull it into a neat ponytail at the back of my head, but Rachel appeared in the bathroom before I could put the tie around it. She lifted herself easily to sit on the bathroom counter, just off to the side of me, and watched me carefully.

"I like you better with your hair down," she commented softly, with a bashful smile.

I held my hair at the back of my head, but hesitated instead of using the tie, "I have Cheerios practice at lunch, I have to have it tied back."

Rachel shrugged and her eyes stayed steady on mine, "Tie it back on your spare before lunch."

I let my hair fall around my shoulders and shook it loose with my fingers before turning back towards her, "Better?"

"Yes," she smiled, her eyes following my hand as I picked up my light pink eyeliner.

She studied me as I applied my make up and when I was done I glanced over at her for a second before I turned back to my reflection and said, "You want me to do your make up?"

"Sure," she answered, ducking her head and tucking her hair behind her ears. I moved in front of her, bending my knees a bit to study the skin on her face and I could feel her eyes watching me nervously, hoping I would approve. I did.

"You have really nice skin," I commented, picking up my dark green eyeliner and a lighter shade of green eyeshadow. "Cover up is unnecessary, it would just clog your pores."

She beamed from the compliment, her eyes never leaving me curiously.

"Look up," I commanded and her eyes immediately shot towards the ceiling. I outlined her eyes with a thin line using the eyeliner pencil, brushing the fingers of my free hand innocently against the inside of her bare knee. Her eyes quickly shot back down to look at me, but I didn't let my features change as I repeated, "Look up."

Her eyes stayed on me for another second before she looked back up again and my face was so close to hers I could smell her minty breath. My toothbrush had not been wet when I used it, so I knew she couldn't have used mine. She must've heard me sniff because she answered my silent question, "I finger brushed."

I backed my head away from her, studying the lines I had just put on her eyes while my hand reached down between her legs and she let in a sharp gasp. I paused, raising an eyebrow at her and almost laughed as I gripped the handle of the drawer between her knees and pulled it open enough to bump into the backs of her thighs. When she realized what I was doing she let out the breath and spread her legs so I could open the drawer between them. I fished through the drawer full of unopened toothbrushes until I finally found a pink one and pulled it out. I noticed Rachel's stunned face at the amount of toothbrushes I had and I said, "Dr. Carl wouldn't let me leave until I took a bag full."

She just gave a slight nod and I ripped the plastic off the fresh brush and dropped it into the toothbrush holder with mine, "There, mine's the green one and yours is the pink one. So you will never have to worry about finger brushing when you're here again."

She smiled for a second but it disappeared when she stared at the third toothbrush, "Whose is the red one?"

I lightly gripped her chin between my thumb and index finger, turning her head to face me again as I continued to blend the eyeshadow into the eyeliner to soften it, "Santana."

Her eyes immediately turned on mine and her posture slumped in disappointment, "Oh."

"Close your eyes," I demanded, trying to take her mind off my response. It had been a long time since Santana had been over to use it and I had no plans on inviting her for a sleepover, but it was still difficult to toss it in the garbage, even if I did have five other red toothbrushes to replace it with if needed. Her eyes closed and I finished feathering the eyeshadow into the eyeliner and her skin, giving her soft but bold green look. I was careful not to put too much and made the colour thin around her eyes so it would still be casual and wouldn't take away from her beautiful features.

"You're not making me look like a hooker, are you," she asked nervously, her eyes opening again as I backed away and made sure both of her eyes looked equal.

I raised an eyebrow at her and grabbed a light peach lip gloss, "Why would I do that?"

"I've had bad past experiences with makeovers," she sighed, relaxing her mouth as I spread the gloss onto her lips. I would've responded, maybe questioned what had happened in the past, but I was too distracted with the way the gloss spread so smoothly across her full lips making them look even tastier. I swiped the stick across her lips about five times more than necessary, mesmerized as I watched them shimmer, but she made no indication that she was uncomfortable. Just the opposite. That same index finger that stroked my thigh the other day in the bathroom, made its appearance again as I suddenly felt it begin to brush short, light strokes against my hipbone. I felt an electrifying shiver shoot through my body, waking me from my trance on her lips and I took a step back, clearing my throat.

"All done," I croaked, through my dry throat and watched as Rachel bounced off the counter to inspect my work in the mirror.

"Wow," she said, turning her face from one side to the other before glancing at me through the mirror. "I look like a movie star."

"You look like Rachel Berry," I corrected her, tossing the container of lip gloss onto the counter, "Broadway superstar."

Her smile grew and her eyes fell back on her own reflection as I grabbed my brush and began to brush through her hair. I turned her around to face me, brushing her centre part down so the her hair fell in her face, then gave her a crooked side part. I put a small amount of gel in my hands and brushed it through her bangs, tucking them underneath her longer hair so that they were out of sight.

"Perfect," I said and let her turn around to look at herself in the mirror again, "We should probably head to school."

When I didn't get an answer from Rachel I looked over at her and found her completely entranced with herself and I couldn't stop the laugh that erupted from inside me.

Yeah, that was Rachel Berry alright.

The school day dragged on and I spent the majority of it day dreaming about a certain petite brunette, possibly in the Cheerios uniform that I was wearing and she may have been tied to my bed. Maybe.

We ignored each other, for the most part, in school, but as I was sitting in the choir room before Glee club started, Rachel walked straight towards me and took the seat beside me, shuffling the chair closer to mine and looking like she had a lot to say. It was still early and the only people that were in the room were Mike, Tina and Quinn, but I knew everyone else would be filing in soon and having Rachel this close was making me nervous.

"Why haven't you told anyone that I'm tutoring you, yet," she demanded in a low voice, leaning in towards me so no one else would hear her, "It doesn't make sense that you would agree to our arrangement and not immediately tell people about the key part. You do recall that the point of all this was to allow for your grades to improve, right?"

I had been thinking about that, knowing that in order for our entire plan to work I had to tell people Rachel was tutoring me, but it was a lot harder than it sounded. Especially now that I had all these deeper feelings for her.

I noticed Quinn eyeing us while pretending to read her book and I leaned in to Rachel and whispered, "I can't talk to you about this here."

I didn't wait for her to reply and stood up from my seat, walking to the back row of chairs and taking a seat beside Quinn, knowing that Rachel was watching me the entire time.

"What's going on with you two," Quinn asked, her tone more curious than demanding which caught me off guard.

I shook my head and answered dimly, "I don't even know what you're talking about, Quinn."

"Yes, you do," she whispered, closing her book and glancing down at Rachel, "All of a sudden Man Ha- Rachel, is acting like your new bestest little sister. Did you save her life or something?"

Quinn had been a lot nicer since her break down in New York and I knew Quinn would react to the news better than Santana would, so I decided that it was time to come out and tell her.

"Rachel said she'd tutor me," I shrugged, trying to appear like it wasn't a big deal, "It's actually pretty interesting, like did you know that our country has a president and not a king? I'm pretty sure Lord Tubbington is an illegal immigrant."

"She's tutoring you," Quinn questioned, trained to ignore my dim-witted remarks, "What's she getting out of it?"

That question never occurred to me, but thankfully while I was trying to think of a plausible answer, Santana took the seat next to me and interrupted us, "Did you guys notice Lisa isn't wearing her Cheerios uniform today? What the hell is that about?"

"I was trying to slushie myself but I got scared so I slushied her instead," I admitted, staring off towards the front of the room.

"Britt, why would you want to slushie yourself," Santana asked in confusion, folding her arms across her chest.

"I wanted to know what it felt like," I shrugged as if it was a completely normal response.

I saw Santana open her mouth to say something else, but Mr. Schue called our attention to the front of the class, forcing Santana to swallow her words.

"Mr. Schue," Rachel said, quickly raising from her seat and turning to face the club, "Before you start I would like to make an announcement."

"Okay, Rachel," Mr. Schue sighed, but held out his hand in a gesture to show that the floor was hers.

"To the person who keeps putting crumpled up paper stars in my locker, I understand your metaphor but know that I will not let anyone stand in my way and prevent me from achieving my super-stardom goals," Rachel said in one breath, holding her head high to symbolize her strength.

"They wouldn't fit through the vent holes so I had to crumple them a bit," Finn said quietly, his goofy grin plastered across his face.

The confidence in her body fell, along with her complacent smile and she quickly took her seat beside him muttering an embarrassed, "Oh."

It was at that point when I realized I had no idea if Rachel and Finn were once again dating in their on-again off-again, destructive relationship. The way he was looking at her told me they were definitely on, but the way that she wasn't meeting his eyes told another story. I wasn't normally one to get overly jealous, but if I had a chainsaw at that moment, I would totally go all Texas Massacre on his stupid golden boy ass. Even more so as I watched his hand cover her knee and give it a squeeze.

"Britt, seriously what is your deal," Santana whispered to me and I assumed I was making a face or something.

"I can't believe you actually had sex with him," I replied, it had been the first thought that had came into my mind.

"Like you're one to talk," Santana snapped back.

"Okay, well if that's all the announcements, we can start rehearsal," Mr. Schue spoke up, walking over to the white board and we all watched as he began to write.

"This weeks assignment is," he said, allowing a pause for him to finish writing it down and then continued, "love songs."

Most of the others groaned, Rachel clapped like she always did, and everybody else just stayed quiet.

"You guys are going to partner up, which will be decided by the fates, and look into each other's eyes as you sing them a sweet love song," Mr. Schue said and then held up two hats, "I have the boys in one hat and the girls in the other and-"

"Uh, Mr. Schue," Kurt interrupted, glaring at him.

"Yes, Kurt," Mr. Schue called out, putting the hats back down on the piano.

"I don't think it's fair that the songs must be sung between a boy and a girl. You're purposely secluding the gay students," Kurt commented with his usual air of superiority.

"You are the only gay student," Puck pointed out, rolling his eyes.

I looked over at Santana, who purposefully refused to look back at me and then I let my eyes fall onto Rachel, who was fidgeting with the hem of my green shirt.

"No, Kurt's right," Mr. Schue sided, dumping the contents from one of the hats into the other and shaking them up, "Times have changed and we all need to start being a little more open. Alright so people come on up and pick your names."

While I waited for my turn to go up and pick a name, Mike got picked to be with Quinn and Puck got picked to be with Kurt. I didn't know who I was hoping for, but I was really hoping that it wouldn't be Rachel. I couldn't possibly sing a love song to her, in front of the Glee club, when I had these real feelings going on. What if I broke down and confessed something I wasn't ready to admit yet?

So when I got up to the piano and reached into the hat all I could think of was please please please not Rachel, anyone but Rachel.

I pulled the small piece of paper from the hat, holding my breath as I unfolded it and read the name. I was so shocked I started speaking before I even knew I was doing it, "Are you kidding me?"

Realizing I had spoken out loud I looked up and noticed everyone staring at me and waiting curiously to find out who I picked.

"Rachel," I sighed, walking back to my seat and trying to ignore the hurt look on Rachel's face.

Santana ended up with Finn, leaving Mercedes and Tina together and nobody was particularly happy with their partners.

"Congrats, Mr. Schue," Santana growled with her usual snarkiness, "I believe you've managed to make all of us feel awkward."

"I'm okay," Quinn shrugged, watching the screen on Mike's PSP as he showed her his new video game. Mike gave a nod of his equal approval causing Tina to glare at him.

"No offence, T," Mercedes spoke up, turning to Tina, "but I'm probably going to laugh through all this."

"I'm with you on that," Tina agreed, still glaring at Mike who was so caught up in his game he hadn't noticed.

"Sorry guys, but the fates have spoken," Mr. Schue said with no empathy, "I expect you all to be here next Friday ready to sing your heart out to your partner."

"Mr. Schue, this isn't even fair," Puck whined, "I can't sing a love song to a dude, I'm gonna lose major stud points for this."

"Yeah, Mr. Schue," Finn joined in, "I think you should just let us pick our own partners and I pick Rachel."

I saw Quinn look up from the video game and roll her eyes, "I can't believe I actually dated him. Twice."

"Ten years from now you can chalk it up to teenage stupidity," Santana reasoned, before turning towards me, "Hey Britt, remember that time we went on a date with Finn?"

"No," I answered, pretending to think back, "I remember the time you and me went on a date and Finn paid."

Santana just shook her head and didn't respond.

I went to my locker when Glee ended to grab my stuff and Santana stopped me.

"Quinn tells me Rachel's tutoring you," she accused, her tone a lot more threatening than Quinn's had been.

"So," I said drawing out the word, a little annoyed at the way she was talking to me.

"So why didn't you ask me to tutor you," she demanded, "You know my grades are kick ass."

"Because when you say that you'll help me study we end up having sex all night," I replied, truthfully.

"Whatever, if you wanna hang out with that dwarf I'm not going to stop you," she growled and pushed past me as she stormed away.

I guess that was easier than I expected, although I knew I hadn't heard the end of it.