A/N: Okay, guys, so here's something that's just gonna be short and sweet and sexy. I just needed to get this out of my system. You can look forward to some smut later on! :)

Annabelle awoke with a stretch, bleary-eyed – not that she could see much, anyway, from the mass of brown hair that surrounded her head in countless knots and tangles. She was going to have fun taming that later, of that she was sure. With a groan, she face-planted her pillow again and pulled the duvet closer around herself, trapping in her accumulated heat from the night.

"Attractive, Annabelle," Soft words dripped like honey from perfectly lacquer-red lips.

Annabelle didn't even raise her head.

"You look like shit," She felt the bed compress as her visitor sat down on the end, then cleared her throat to reply.

"We had a lot to drink last night." If she was perfectly honest, it wasn't really the drink, more the late night, but she was adjusting quickly.

There was a moment of silence as Annabelle envisioned Kelly smile, then a reply. "You barely drank anything. Even the first-years had more vodka than you, and they're awake and blowing things up already."

"The first-years are fucking invincible. I don't know where they get their energy from, or where they put all the alcohol they consume."

Kelly laughed; an attractive sound, but everything about Kelly was attractive. She could have seduced the Pope, and Annabelle was sure Kelly would have tried, given the opportunity... if there had been something in it for her, that was. "I don't have the answer to that, I'm afraid. So, come on, sleepy-head. Up."

Annabelle pulled a face against her pillow, then sat up slowly, stretching out her arms in front of her until her wrists clicked satisfyingly. She turned round and came face to face with Kelly Jones: make-up pristine; her favourite choker with a padlock on it around a slender, pale neck; not a single hair out of place and her uniform slightly rumpled but still perfect. She raised an eyebrow as she caught her looking, and Annabelle scowled playfully.

"You always look amazing."

"I'm Head Girl." Kelly adjusted her tie; she was wearing it loose today.

"You try too hard," Annabelle snorted, then threw back the covers and stood up in only a vest and underwear. It was comfier not to wear a bra to bed, and besides, they were all girls there. Sometimes you got flashed, no big deal.

She looked around to find the black-haired girl appraising her coolly. "Confidence suits you, Annabelle. You were such a... daddy's little rich girl... when you got here."

"Mmmph," Annabelle agreed, grabbing a towel from a chair, not knowing whether it was hers or not. She'd find out later. "And then we pulled off the greatest heist ever, and things changed, for the better."

"I'd say it was more thanks to myself, and my fantastic makeover skills."

"Oh really?"

"Yes. You were totally my little challenge, I took it upon myself personally to turn you into a St Trinians girl. And I succeeded." Kelly observed her as if she was a sculpture she was incredibly proud of herself for creating, and yet with a contemplating air, as if it – or rather, her – were unfinished. Annabelle shook her head, and let it go.

"I'm going to shower."

"You've been rather, shall we say, trusting, of the dorm showers despite what happened when you first got here."

Annabelle shrugged. "I'd rather have to run through the corridors naked again than not shower."

She was about to leave when Kelly spoke again. "Come with me. You can use my shower."

"Your..." Annabelle's jaw nearly dropped. Kelly strode past her, not noticing the younger girl's surprise, and Annabelle had to half-jog to keep up, after throwing on a pair of tracksuit bottoms so she wasn't indecent. Old habits die hard, she guessed.

All of the beds in the dorm were empty. "Where's everyone? They can't possibly be in lessons yet." No one turned up to lessons early.

"Oh, Miss Fritton had them all cleaning up from last night, and we all have the morning off to account for hangovers."

Annabelle smiled to herself. Obviously.

"Now, we're here..." Kelly suddenly had a key in her hand, goodness knows where from, and unlocked the door they'd reached. They weren't too far away from the Headmistress' quarters, but Annabelle hadn't been down here before.

As Head Girl, of course Kelly had privileges, and one of those was having her own room; she didn't share a dorm like the other girls. Kelly led her inside, and Annabelle nearly gasped from the shock the room provided.

There were papers everywhere; old and new newspapers, books with more recent covers and ones with dull, faded brown bindings that looked like they would sell for a fortune, and countless maps. There was a table at the centre of the room with a chair pulled up – it appeared as if it actually bowed in the middle from the weight of the trinkets and pieces of metal that were piled onto every available space. There was what looked like a dismembered toaster and various bits of a clock on it, too, as well as machinery that probably wasn't legal to own. In the corner was a neatly made bed (the only neat thing in the room), a stand-in wardrobe and en-suite bathroom, a small sofa next to the window on the right with a TV that was gathering dust on a stand next to it, and a blackboard up against the wall, with scribbles and equations Annabelle couldn't make out on it.

"I like to know how things work," Kelly said, matter-of-factly.

"I didn't know you read," The words spilled out before Annabelle could stop them, and sounded like more of an insult than a statement. "I mean – I didn't think you would – or even tinker with stuff..." She trailed off, feeling stupid.

"You thought I just sort of knew everything?" Kelly didn't sound surprised; in fact, she sounded like she'd heard this before from others. She smiled at Annabelle. "No one just 'knows everything'. I spend hours pouring over what others class as junk or uninteresting."

"But... you're always around, in the day."

"Did I say I did it in the day? No, I'm up most of the night doing it. When I'm not busy... entertaining." Pearly white teeth flashed in a grin.

Annabelle gathered her senses. "You need sleep though!"

"Sleep is for the boring," Kelly retorted stubbornly. "I refuse to spend my life sleeping when I can be awake, doing things. I catch up on it in the day if I need to."

Annabelle just stared at her in awe. For a while, Kelly stared back, then rolled her eyes. "Go on, get in the shower already. Your hair's a mess."

"I'm aware," She replied dryly, then made her way around Kelly's things to the bathroom. That was fairly tidy, too, but there were about six different lotions for anything and everything you could think of besides shower gel, shampoo and conditioner... Kelly really did take how she looked seriously. Annabelle wondered briefly if there was a wholly different girl beneath all the makeup and distant exterior... after all, she'd been taken completely by surprise by the state of her room. Kelly didn't strike her as a messy person, yet...

Annabelle got out of the shower feeling much more awake and smelling fantastic. After squeezing the last of the water from her hair and towelling off, she realised she'd forgotten to bring clothes with her. How dumb, she could kick herself.

"Kelly?" Annabelle ventured from behind the closed door. The reply was immediate.

"Yes? You okay?"

"Um, I... I forgot my uniform. Everything." She was going to seriously have to start to pay more attention to her surroundings when Kelly was around, the girl just took up all the space in the room and made it hers.

There was a low chuckle. "You dumbass. I'll go get it for you." Annabelle could hear her footsteps fade away as she left the room.

Naked, she wrapped her arms around herself, and leant against the sink, waiting. Five minutes passed and there was no sign of Kelly returning. She shifted her weight to her other leg and waited. Another five minutes went by.

"What the hell could be taking so long?" She mumbled to herself. Her hair was starting to dry of its own accord and she was going to have hell getting to style it decently if she didn't find a hairdryer and a hairbrush soon.

Maybe Kelly has one... She mused to herself. But after checking around the bathroom, she couldn't find either. Of course she wouldn't keep a hairdryer in the bathroom, if it got wet she'd get electrocuted. Then again, there should be at least a brush somewhere. Mentally cursing whatever was taking the older girl so long, she opened the door a crack to peer out. Empty.

She could just sneak out and get one. Looking frantically around, Annabelle tried to spot where Kelly might have kept a hairdryer or a hairbrush; there wasn't one to be seen next to her bed, or any other place that would make sense. Of course, it was probably buried somewhere beneath all the... stuff that lay everywhere.

"Oh, Kelly," She groaned, and slid to the floor. Still no sign of the head girl. She pushed the door open a little more, getting a better look at the room, and – there! Atop of the strange half-toaster, there balanced a brush. She could go get it, if she was quick. Annabelle grabbed the short towel she'd used to get dry, and even though it barely covered anything it was better than nothing. She tiptoed over to the table at the centre of the room, grabbed the brush, and just as she was about to pull it through her hair, the door opened and Kelly walked through it.

She stopped immediately when she noticed Annabelle in her tiny towel and the hairbrush in her hand.

Annabelle's mouth had suddenly gone dry and her mind blank. No sound came when she parted her lips, and Kelly was deadly silent, still observing the near-naked Annabelle in her room.

After what seemed like an eternity, the two spoke at once.

"What are you-"

"I needed a-"

They both fell quiet again, but then Kelly smiled and rolled her eyes, and Annabelle tried again. "I needed a brush, for my hair, and I figured you wouldn't mind, since you were taking ages anyway."

"I couldn't find where you kept your underwear." Kelly frowned. "A crack in the wall was the last place even I thought of."

Annabelle's cheeks coloured. "The first-years kept...stealing it..."

Kelly held up a scrap of white lace that was meant to be a pair of panties. "I wonder why."

"I... it's pretty..."

"Mmm. Me, I like a bit of leather, myself," The black-haired girl winked, then threw the underwear at Annabelle. Without thinking, she stretched out both hands to grab it, and the towel fell.

"Oh shit-" She doubled over fast, and Kelly coughed and averted her eyes, but a faint smile had appeared on her lips. Annabelle snatched up the towel and attempted to cover herself again and regain what little dignity she had left, though she wasn't sure that that was going to happen, since Kelly's expression read that she'd seen everything.

"I'm... I'm going to..." Annabelle didn't even finish her sentence before she fled into the bathroom once more, resisting the urge to crawl. With the door safely locked once more, she let the pent-up breath she wasn't even aware she'd been holding in, out.

She didn't move for a good minute, reflecting in horror what had just happened. She didn't know what to do now, or what to make of the expression Kelly had on her face. Was it disgust? Or... something else? Kelly wasn't known to be shy in any area sexually.

"Annabelle...?" Kelly's voice cut through her thoughts, shredding and scattering them as easily as if they were silken threads. "Your clothes." She didn't sound horrified, Annabelle thought, and that must have been a good thing.

Annabelle got up slowly and, ensuring the towel was tightly wrapped around herself, opened the door. Kelly was looking at the wall, holding out Annabelle's uniform, which she took gingerly.

"You don't have to be so embarrassed." Kelly had suddenly focused dark eyes on her, and a knot in her stomach tightened from the look she was giving her. It was sexy, Annabelle decided, though the idea slightly scared her.

"I..." What did you say to that? Annabelle was once more lost for words.

"You have a lovely body." Straight to the point; how very Kelly. "I've seen it all before. Hell, I've got my own." It was meant to be reassuring, however the way Kelly ran the tip of her tongue over her lips suggested otherwise.

"...Thank you..." Annabelle almost whispered, transfixed by what Kelly was implicating. She placed a hand on her hip after taking a step forward, and leant against the door-frame in a way that threw her body forward.

The knot in Annabelle's stomach tightened further, and she tried to smile in return, but it obviously wasn't convincing as Kelly's smile only widened and perfect white teeth were bared.

Then the moment was over and she tossed her hair, running her eyes up and down Annabelle one more time before turning and walking away, swinging her hips in a way that meant Annabelle could only stare.

"I knew you had it in you," Kelly called back over her shoulder, then shut the door and left Annabelle alone in her room.