A/N: Whoohoo another longish chapter and I'm getting it in before the weekend is done as promised! Next chapter will be up sometime this week, possibly tomorrow, but I make no promises. Enjoy and as usual please R&R!


"So are you going to tell me why you haven't told anyone that I'm tutoring you," Rachel asked, sitting down on my bed as we got back into my room.

"I told them," I responded, dropping my school bag on the floor and closing the door.

"Told who," she perked up, eyes wide as she waited for my response.

"Quinn and Santana," I answered simply, slumping down on the bed beside her and then lying all the way back, leaving my feet firmly planted on the floor.

She turned towards me, gazing down with so much curiosity I thought she might explode, "And what did they say?"

"They were ecstatic," I replied sarcastically, "They want us all to be the best of friends."

Rachel rolled her eyes, "I just meant, was it as bad as you so obviously expected it to be?"

"No," I admitted, watching her slight smile, "Quinn seemed to accept it without trouble, but Santana is a whole other story. She stormed away, but I know her and I know that's not the end of it. She's pissed."

"It's just tutoring," Rachel said, turning over to lay on her stomach beside me, resting her chin in her hands.

"Santana really doesn't like you," I confessed. I had never known why, but Santana had always had such a deep hatred for the future starlet. I just assumed she was harbouring some kind of deeper feelings for her that she really hated herself for having. No one hates someone that much for no reason. It was just an assumption though, and I had absolutely no basis for it. She had never admitted anything or done anything to prove it, but it was just a sort of feeling I got.

"I don't like her much either," Rachel shrugged matter-of-factly, "Well I'm glad you can finally start improving your grades, especially since we have that math test on Monday."

"Yeah, perfect timing," I breathed, staring up at the ceiling and folding my hands behind my head.

"So love songs," she said, trying to be nonchalant, but I could tell she was just as uneasy with the new Glee assignment as I was, "Did you want to practice?"

God no. If I started singing some sappy love song to her, there could be tears and very uncool confessions. I had no idea how I was going to get through it next Friday, but I definitely wanted to put that thought off as long as possible.

"It's not a duet, Rachel," I reasoned, "We're singing a song to our partner so there's nothing to practice."

"I know, but-," she started but I quickly interrupted her with something else that had been on my mind since Glee.

"Are you still dating Finn," I blurted out, I needed to know.

Her eyes shot towards me, "No, we broke up a long time ago. Why?"

"He's putting stars in your locker," I said bitterly and the amount of jealousy that dripped from each word was uncharacteristic for me.

"What I've learned about Finn," Rachel said, "is that he always wants what he can't have. I'm tired of playing games with him."

"You shouldn't let anyone treat you the way that he did," I said, my eyes staring back at her so that she could see how much I meant it.

The room was silent for a few minutes, which felt relaxing to me, but was probably awkward to her. Finally she broke the silence and asked, "Where's your family?"

"What do you mean," I said, tearing my eyes from the ceiling to gaze over at her.

"They're never here," Rachel said with amazement, "My dads are always home and always curious as to what I'm doing. I can hardly breathe sometimes. I've been here everyday this week and I have yet to meet your parents or your sister."

"My dad's married to his work, if he's not at the office he's away on a business trip somewhere, my mother works a lot too but spends the rest of her time either at the country club or volunteering at some sort of charity and my sister is away at college," I replied blandly, I wasn't too fond about talking about my family.

"So, you pretty much have the house to yourself all the time," Rachel said and I was hoping there were some naughty thoughts being implied, but was doubtful, "Do you ever get lonely?"

I chewed nervously on my cheek, studying her concerned face before turning my attention back towards the ceiling and deciding that she was probably the only person I could really open up to about everything.

"Sure," I sighed, fixing my eyes straight in front of me, "It's definitely hard waking up and coming home to an empty house. Sometimes I really need someone around and there's no one here to help me through the tough times."

"Did you ever think that maybe your decision to take on a whole different personality might have something to do with your craving for attention," she asked thoughtfully.

"You sound like my mother," I groaned, I wanted a friend, not a shrink, "Please don't try to analyze me, I get enough of that from her."

"I'm sorry," she said, her eyes filled with regret, "I didn't mean to upset you."

"You didn't," I said, removing one of my hands from under my head and taking hers in mine, "I've just had a lot of experience with psychiatrists, with my mom being one, and I would much rather have you as a friend."

"I'm not trying to be your psychiatrist," she said, watching the pad of her thumb smooth over the skin on the back of my hand, "I'm just trying to understand you."

"Me too," I admitted, "When I figure it out, you will be the first to know."

She smiled as her eyes stayed on our joined hands, "Didn't your parents say anything when you suddenly started failing all your classes? What did they think about this sudden change?"

"Well," I started, inhaling deeply, "first my mother decided I was suffering from a form of PTSD, brought on by the bullying that I had gone through at school, and now she's convinced that some kind of highly traumatic event caused me to regress to the age of a small child and I have blocked the event from my memory."

There was a heavy silence that fell on the room before I quickly changed the subject, "So what's it like in the Berry household? I mean, being the only girl in the house has to feel a little odd, right?"

"It is sometimes," she admitted, "I love my dads very much, but they don't have all the insight into the womanly issues that I am facing. I don't really have any friends either, so I feel like I don't have anybody to talk to. I tried to talk to Ms. Pillsbury about somethings, but most of the time I leave her office feeling more confused than when I went in."

Womanly issues. Well I definitely was a woman, or girl anyway, and if she was letting me spill my guts out to her, than it would only be fair if I allowed her to do the same.

"I could try to help you out with stuff," I said, sounding a little more shy than I usually do.

Her eyes shot to mine, wide with fear and her face closely resembling a deer caught in the head lights. She quickly glanced away, her eyes darting all over my room as if they couldn't find something to settle on until she finally looked down at the comforter and began to pick at the material again. She was quiet for a moment and then she roughly smoothed out the bed spread with the palm of her hand and said, "I don't know, sometimes I just don't feel... right."

I raised an eyebrow, rolling over onto my side towards her and resting my head on my hand, "You don't feel right?"

She was biting her lip with her eyebrows knitted together, the perfect picture of fear, so I gave her hand an encouraging squeeze and that brought her eyes to mine again.

"Everyone around me is having sex," she whispered her voice sounding so small, "and I'm terrified."

"Terrified," I repeated it as as question, "What are you afraid of?"

"The pain for one thing," she said softly, "But more than that, I'm afraid of trusting someone so much to let them take that part of me away. Everyone I've dated has found a way to hurt me somehow and what if I decide that I've found the right person and give them my body and soul and everything that I have and they turn around and crush it? I don't want my first time to ever be some accident when I had too many wine coolers. I want it to be special."

This was all beyond me. I had never second guessed my first time when I was fourteen and Hayden Myers took me up to his bedroom at his fifteenth birthday party. Sex never really meant anything to me. It was more like something to do when you were bored or just something to make you feel good.

I took a deep breath and sighed, "I guess you can't really know, but I think you just have to put your faith in your heart and let it be the one to tell you when the time is right. If you're second guessing whether you want to do it or not, then you probably shouldn't do it."

She stared at me for a moment and I think she was still getting used to the idea that I could answer questions without involving rainbows and unicorns, and then she smiled, "You don't think I'm weird for waiting?"

"Of course not, Rach," I smiled with her, "I think you're weird because you think sweaters with animals are stylish."

She shoved me lightly and chuckled and when she was quiet again, I risked my next question, "So how does it happen?"

"What," she asked, but I could tell she knew what I had meant.

"Your first time," I replied, my voice low and I knew my eyes were beginning to darken, "You must've thought about it. What your perfect first time would be like."

Her hand tensed against mine and then relaxed as her thumb continued its strokes on the back of my hand, "Nighttime, with the room dark except for the moonlight and a few flickering candles. I imagine being carried into the room and lowered onto a bed full of rose petals. Soft music playing in the background as they lower themselves on top of me, holding me tightly and surrounding me in their embrace. It would be slow and romantic and I imagine myself holding on to them so hard because in that moment it would feel like if I let go, the whole world would end."

At some point while she was speaking I had stopped breathing and the sudden intake of air I was forced to make surprised both of us. I could feel my face growing hot as I began to blush, because listening to her talk and the way she had described everything sounded so good. The fact that she had not used any definitive pronouns was not lost on me and I hoped that it was for my benefit, letting me know that the other person in her fantasy did not have to be male.

I swallowed hard, resisting the urge to pull her against me and kiss her and mumbled dryly, "We should probably start dancing."

She nodded, slipping silently off the bed and retreating to the bathroom to change.


The way her hips swayed to the beat had more than improved since our last dance lesson and I really wanted to give the credit to our little grinding session. All the movements I gave her, yet still quite basic, she executed with ease and looked much more comfortable doing them. I couldn't help staring as her hips swayed from side to side and she popped her hips to the beat, but after dancing for over an hour, we were both sweating hard.

She pulled at the front of her beater, trying to fan herself off and an idea popped into my head, "Why don't we cool off in the pool?"

Her face instantly brightened but it was short lived as she sighed, "I don't have my bathing suit here."

"What a surprise," I laughed leading her into my closet, "Rachel Berry needs to borrow more of my clothes."

I opened a drawer containing about twenty-five different bathing suits and selected a bikini with different shades of green stripes for myself, then found a hot pink one for her. I held out the bikini towards her and she stared at it hesitantly, looking at the strings dangling from between my fingers. I didn't understand what the problem was at first, but a second later and I realized what she was thinking.

"Sorry," I said, looking back at the bathing suits in my drawer, "I've never been the type to wear a one piece."

She slowly took the pink material from my hands and looked it over, "I guess it will be alright."

"You can change in the bathroom," I said, shooing her away with my hand and already pulling my shirt over my head. Modesty had never really been an issue for me. I had a great body and I knew it and I didn't care who else saw it.

She blushed as I began to unhook my bra and quickly left the closet before I had anymore skin revealed.

My bikini showed quite a bit off, but it wasn't fastened with strings like the one I had given Rachel. The cups were triangular shaped and it had a strap that went around my neck and another around the middle of my back. The bottoms weren't anything fancy and just resembled a pair of panties. It was my favourite suit though, because I loved the different shades of green stripes, and how it showed off my well toned body, especially my abs, which I have always been quite proud of.

I waited patiently in my room for Rachel, always so slow when changing, and finally she opened the door with a big white towel wrapped around her body and a blush that matched the colour of the string I could see tied around her neck. I was a little disappointed that she had covered herself up, but I knew that if she wanted to get into the water, the towel was going to be coming off soon enough. I didn't miss her eyes travelling the length of my body and I could see her swallow thickly when her eyes reached the parts of me that were barely covered. She was breathing hard, her eyes dark, and I couldn't believe that I could visibly arouse her like this, without even touching her. I couldn't let her keep looking at me like that, or I would do something that I would regret later, so I quickly grabbed a towel from under the sink and took hold of her hand, leading her down the stairs to my backyard where the pool beckoned for me.

Tossing the towel onto a deckchair, I motioned for her to do the same, but her fingers clutched desperately at the towel.

"What's the matter," I asked when her hold wouldn't let up.

"I feel a lot naked," she said, pulling the towel out an inch so she could look down at herself.

"If you're wearing the bathing suit then you're not naked," I laughed, "You can't swim with the towel on."

She chewed on the side of her cheek for an achingly long time as I tried not to seem too eager to see her in the bikini, but inside, I was going crazy at the thought. Sure I'd seen some skin every once in awhile, but this was going to be a lot of skin all at once and my whole body was beginning to tingle. Finally, she dropped her eyes shyly at the ground and slowly removed the towel, dropping it on the chair as she tried to use her small arms to cover herself.

She was breathtaking, literally breathtaking. She was tanned all over, no tan-lines in sight, affirming my belief that it was natural, and it was all smooth from her toes to her head. The bottoms were low on her hips, so low I could dissolve her 'Treasure Trail' nickname once and for all and I tried very hard not to notice the subtle outline of her sex. I slowly gazed up her body, probably drooling by this point, past her trim waist to her small breasts. The material of the cups sagged slightly from not being filled entirely, but I could still see the faintest outline of her hardened peaks through it.

I was wet, I could feel it on my thighs and I knew that it was not going to be something I could easily cover up when wearing a tiny bikini, so without hesitation, I turned and dove into the pool. Even the cool water was not enough to quell my arousal and when I came back up for air, I found myself swiftly turning back around to get another eyeful of Rachel's body.

Rachel tentatively dipped her toe into the water, testing its temperature, before finally plugging her nose and jumping in after me.

We swam around lazily for a bit, she had relaxed after the water hid her body from view, talking about meaningless things like the math test on Monday and the endless supply of sweater vests Mr. Schue owned, until she looked over at me with an eyebrow raised and a competitive gleam in her eyes, "Wanna race?"

"Only if you don't cry when I win," I joked back, gripping the side of the pool with my hand and pressing my toes against the wall for leverage.

"You're going to be the one who's crying," she challenged, mimicking my position.

I stared at her hard for a moment and then screamed out, "Go!"

I used my powerful legs to press off against the wall as hard as I could, sending myself rocketing towards the other end of the pool and then began to complete my strokes when I began to lose the momentum. I could see Rachel out of the corner of my eye and she was almost the entire length of my body behind me, but once we started our strokes, she suddenly picked up a massive amount of speed and before I knew it she was passing me. As we neared the other side of the pool, I realized she was going to win and I could not let that happen, so instead, I propelled myself towards her, locking my arms around her waist and pulling her back.

She struggled against me, trying to break free from my grasp and screamed, "No fair, cheater!"

I only laughed in response, then ducked under the water, grabbing on to her hips before jumping back up and lifting her into the air, tossing her towards the deep end. When she came back up she was glaring while trying to rub the chlorine water from her eyes and I suddenly noticed there wasn't any pink ties around her neck anymore. She noticed at the same time because she panicked and through her arms across her chest, under the water, and screamed a high pitched, "Don't you dare look Brittany Pierce!"

I spun around immediately, giving her the privacy to find the top of her bathing suit, but secretly hoping the pool had swallowed it up. I heard soft splashing from behind me as she frantically searched for the top and I suddenly felt something brush against my arm. Looking down at it, I realized that somehow her top had managed to drift to me and I fished it out of the water. I played with the idea of hiding it, just so I could get a glimpse of her breasts, but finally decided against it and held it in my hand, high above my head as I said, "Found it."

I heard her sigh of relief as the soft splashing neared me and she pressed a hand on my shoulder for leverage to reach my hand. It never occurred to me to bend my arm so she could easily reach it and suddenly I felt two soft mounds brush against my bare back as she grabbed the bathing suit from my hand and a soft moan from her lips, informing me that yes I definitely just felt her bare breasts on my back. I began to clench and unclench my fists desperately trying to suppress the need to turn around and take her. Her hand left my shoulder and a few seconds went by before she said with as much arousal in her voice as I felt, "Can you tie me up?"

My mind immediately went back to the fantasy I had conjured up earlier that day of her tied to my bed and I had to consciously keep myself from moaning. My heart was thundering in my ears as I slowly turned around, half expecting to see her naked in front of me, but she was turned in the other direction, her hands holding the cups to her breasts and her back completely bare.

I couldn't speak, my mouth was too dry and the only thought in my head was oh my god over and over and over again. I closed the space between us and tried to steady my breathing as I took hold of the ties for around her neck in my fingers and began to tie them together as best as I could with my shaking fingers. When it was tied, I let my knuckles brush down her smooth skin enjoying the feel underneath, until I finally found the ties for around her back laying on the surface of the water. Rachel's breathing was uncontrolled again and I noticed that when my fingers brushed her sides she would let in sharp gasps of breath, which sent shivers all through my body.

When I finally had the second set of ties fastened, I refused to let that be the end. I pressed my palms to her shoulder blades and began to knead the skin with my fingers. She let out another soft moan and her hands reached back and grabbed on to my hips, pulling my hips flush against her ass under the water. The contact brought a moan to my lips and I leaned my head down to gently bite the flesh on her shoulder.

"Brittany," she moaned as I sucked on the spot. The sound of my name through her moan was enough to release her shoulder and spin her around so she was facing me. I kept my eyes locked on hers as I backed her up against the side of the pool, pinning her wrists up on either side of her as I leaned down towards her lips. Her body was pressed tightly against me and I could feel her breasts pushing against mine as she struggled to breathe in a natural rhythm. Her hot breath brushed against my lips as I hesitated, hovering above hers, savouring the moment when I would finally know what it was like to kiss Rachel Berry.

Suddenly, just as I was about to capture her lips in a deep kiss, a shadow crept over us and a familiar feminine voice said, "Brittany, dear, who's your friend?"

I didn't move right away, still debating whether to complete the kiss or not, but finally decided that having my first kiss with Rachel in front of my mother wasn't ideal I sighed and took a step back from her, releasing her wrists.

"Mom," I said, looking up at her from her perch at the side of the pool, "this is Rachel Berry, from Glee club."

"Nice to meet you, Mrs. Pierce," Rachel said nervously, her face red from the embarrassment of being caught. I wanted to tell her that this would not phase my mother, she had definitely seen much worse, but my mother squatted down at the edge of the pool and shook hands with her, causing Rachel to relax a little.

"It's very nice to meet you dear," my mother smiled warmly at her, "It's not very often that Brittany lets me meet her friends."

I wrapped my arms around Rachel's waist and leant my chin on her shoulder, hoping my mother would get the hint and leave us alone, but my mother seemed to be quite intrigued with her and wasn't finished getting to know her.

"So what are your plans after high school, Rachel," she asked, genuinely interested.

"Mom, do you really need to interrogate her," I said, rolling my eyes and feeling Rachel's hands begin rub up and down my forearms underneath the water. Even through the cool water, her body was radiating such an intense heat against mine I was almost ready to yell at my mother to leave us be.

"It's alright," Rachel smiled her big bright show smile, "I hope to get into Juilliard in New York and study vocal arts. When I graduate I am heading straight to Broadway, where I hope to have a long and quite fulfilling career."

"Broadway," my mother repeated, impressed, "That's a very ambitious goal."

"You haven't heard her sing," I added, tightening my arms around her, "She's amazing."

"It's true," Rachel nodded, her modesty gone, "I was born to be a star."

"Always follow your dreams, my dear," my mother said wisely to her, "If Broadway is where your heart is, don't stop until you get there."

"Thank you, Mrs. Pierce," Rachel beamed, "I will."

"Do me a favour, Rachel," my mother added, standing up.

"Sure," Rachel said in such a way that I could see how much she longed for a female role model in her life.

"You seem like a good girl, Rachel," she said, placing her well manicured hands on her hips and then glancing over at me, "Keep my daughter out of trouble. She looks like she will listen to what you say."

Rachel blushed and her body leaned further back into mine and standing with her like that was really becoming quite dangerous, "Of course, Mrs. Pierce. You can count on me."

My mother turned her back to us as she began to walk towards the house and then called back, "Don't let yourselves prune, now."

After my mother was safely back inside the house, I felt Rachel's hand wrap around my wrist and pulled my hand out of the water.

"Are you pruning," she giggled, and I used my free hand to pinch her side. She bucked against me, trying to squirm away from the attack, but I stopped the assault to hold her close because I wasn't ready to lose the feel of her against me, "Your mother's quite nice."

"Only because she's not your mother," I sighed rolling my eyes. It took a moment for me to remember that Rachel didn't really have a mother and that probably wasn't the best comment to make, "Sorry, I didn't mean to-"

"Although I do miss having a female role model," Rachel interrupted before I could finish my apology, "I have two parents and that's a lot more than some. It's alright, Brittany. You don't have to feel awkward about saying things like that."

God I loved listening to her talk. I knew lots of people found her annoying, but I loved the sound of her voice and I especially loved it when she rambled on about things. My mind had gone blank, listening to the sound of her so close to my ear while her body was against mine, and I said in a monotone very 'Stupid Brittany' airhead voice, "I like the way you speak."

I finally recollected myself after we had stood in the water without moving for a few minutes longer and gave her a quick kiss on the cheek before pulling away.

"We should get out," I said, moving towards the side of the pool and pulling myself up on the edge, "My fingers are all wrinkly."

I heard her giggle as she followed me out of the pool and I handed her her towel before taking mine and beginning to dry myself off. She wasn't concerned with covering herself anymore and instead raised one of her feet to rest on the seat of the chair as she dried off her leg. I tried to pretend I wasn't staring as I watched her towel off her body and suddenly I blurted out, "Come out with me tomorrow."

She glanced over her shoulder at me with a stunned look on her face, obviously catching her off guard.

"In public," she questioned, still in shock.

"Yes," I nodded boldly.

"Together," she asked again as if she still couldn't believe what I was asking.

"Yes," I said.

"Aren't you afraid someone might see us," she asked, turning around to face me and I couldn't stop my eyes from looking over her body once again.

I swallowed thickly and whispered, "When I'm with you, I'm not afraid of anything."

She smiled and took a step into me, resting her fingers against my stomach as she leaned her head against my chest, "Where are we going?"

"It's a surprise," I said softly as I wrapped my arms around her smaller frame, "I'll pick you up at nine PM."

She chuckled lightly against me, "I knew that driver's license wasn't a fake."