A/N: Hi guys! Forgive the long wait on this; my laptop broke :( but it's here now! So you can have lots of fun reading it. And... other stuff. I know these things. ;P

Oh, and a word beforehand, there's a bit of fluff. But not too much. It's mostly smut - and there is a lot of that.

Thanks for reading :3

Annabelle pulled off her white gym top, her sore shoulder muscles welcoming the sudden cool air, and she slowly flexed them to try and ease the ache before she slipped back into her school top. The other girls were babbling to each other: Celia was next to her, humming along to an unrecognisable tune, unusually distant (Annabelle was sure she'd taken something earlier); Andrea and Taylor were chatting, to her surprise – the two got on better after they'd stolen the painting together – and well, no Kelly to be seen. She'd not seen the Head Girl since their last encounter.

In a way, Annabelle was rather relieved, and dreading talking to Kelly again. But only a little bit. She'd not been sleeping well at all for the past two nights, aching in a way that made her really want to see the girl again. Even now she imagined the sinuous curves Kelly possessed and how muscular her arms were – eugh, Kelly really had gorgeous arms – and Annabelle briefly wondered if she had a fetish for arms. What a weird fetish. But still.

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

The memory was bittersweet. On the one hand, the words had sent thrills through Annabelle all the way to her toes, leaving her hot all over; on the other hand, it made her feel slightly sick. Verity had always made fun of her for being different; the bitch would have a field day if she found out that Annabelle's sexuality was as 'off' as her teeth had been. But it had been so fun to knock her out, and in the end, who cared what Verity thought? The only person whose opinion mattered right now was Kelly, and the way in which Kelly's tongue had brushed along her lower lip when she'd looked at Annabelle didn't suggest she was adverse to the idea. Liked it, in fact.

Annabelle took a deep breath, pulling on her button-up blouse, but not quite managing to do up the buttons before Celia suddenly looked round at her, twisting a dread around her finger absent-mindedly and meeting her gaze.

"The flower that blooms in adversity is the most rare and beautiful of all," She informed Annabelle, eyes filled with a frustrating amount of perception, then calmly sauntered off. Jesus, that girl really was something else. And she knew...everything. Or seemed to. Not in the way that Kelly did, just on some freaky emotional level.

That was, when she deemed to speak to anyone.

But she did have a point. If Annabelle had learnt anything during her time at St Trinians so far, it was that being your own person wasn't a crime, and you weren't demeaned or ridiculed for it. She was becoming much more of who she was inside, and confidence really wasn't an issue any more.

With that, Annabelle decided it was time to go speak to Kelly, and turned around (forgetting her buttons, and the rest of her uniform), only to come face to face with said woman.

Kelly looked Annabelle up and down, clear appreciation in her eyes, and a playful smile on her red lips.

"Annabelle. Have you been avoiding me?"

"I..." How did you talk again? "I wasn't avoiding you, as such..."

"Oh, really?" Kelly's eyes gleamed, and she leant forward slightly, giving Annabelle a fantastic view down her shirt. And hell, did this girl smell good.

Annabelle realised with a start that the changing rooms were empty. Of course, Kelly would appear now. "I'm sorry, I just, I've been thinking. And-" Annabelle took a step forward, bravado appearing out of nowhere as that goddamn stupid pissing ache returned, "I think I know what I want now."

Kelly smiled widely. "I'm so happy to hear that." She reached out lazily and brushed a strand of hair out of Annabelle's face to tuck behind her ear, fingers lingering on the brunette's cheek and setting the path they traced on fire. Annabelle nearly had heart failure when Kelly moved her fingers down to her lips, her gaze fixated on them.

Kelly's voice dripped honey. "Can I kiss you, sweetie?" Without waiting for Annabelle's reply, she leant in, and pressed her lips against the brunette's.

Annabelle had the faint thought of 'shit, shit, shit' before she melted against Kelly. Kelly hooked a finger under Annabelle's chin and drew her closer, sliding her free hand down and around Annabelle's body to rest on her lower back and pull her whole body towards her, completely in control.

All Annabelle could process was the sensation of Kelly's lips against hers. Annabelle had never properly kissed anyone before, so though she felt clumsy at first soon she felt like she was born to do this. Kelly's lips were so soft; it was so perfect, and Annabelle was sure that no boy could ever amount to the feeling kissing another girl gave her, especially when that girl was Kelly Jones. Time seemed to move slower, even; every second was a blissful eternity.

Eventually Kelly let out a soft moan, which snapped the brunette back to a state of awareness beyond Kelly and her marvellous lips. She could feel the burning in her cheeks, at some point she'd moved her hands around the black-haired woman's waist and was gripping her tightly, closer than she'd ever been before, and the proximity made Annabelle's heart beat even faster. Or was it Kelly's that was beating so hard against her chest? She couldn't tell, but when she opened her eyes Kelly was staring at her sexily and Annabelle guessed it was likely the latter.

"That was-" Her voice shook a little, but Kelly interrupted anyway.

"Here. Now. Take off your top."

Annabelle's mouth made a little 'o'. "In the girl's changing room? What if someone comes in?"

Kelly looked faintly pissed off and practically growled her next words. "Christ, Annabelle, you think we'd still be alone if there was gonna be a lesson next?" She flexed her shoulders, and her expression softened then changed as she gave Annabelle a sly smile. "Or that I'd seek you out, with the intention of fucking you senseless, in a place where we were likely to get caught?"

"You..." The heat in her lower stomach that she hadn't noticed until now now made itself very apparent, and Annabelle couldn't help but groan a little.

Kelly tugged at the hem of her shirt. "And I made sure no one would be using the changing rooms for the next few hours, sweetie, trust me." And with that, Kelly leant in to kiss her again, but this time Annabelle was extremely aware of everything.

Kelly undid the single button that Annabelle had managed to do up before Kelly had arrived, and promptly removed the shirt from Annabelle's body, smiling to herself as she took in Annabelle's blue bra.

"This is nice, but we'll get rid of it." With one hand, Kelly reached around and undid the clasp and the bra fell away.

Annabelle barely had time to take another breath before Kelly ran her thumbs over the brunette's nipples, making them stiffen; then leant down and kissed both of them, before sucking hard.

Annabelle's body was on fire, stood rigid as Kelly sucked and licked both in turn. It felt so good, so good her head span. She shifted slightly with the pleasure and felt her panties sticking from how wet she was. Kelly hummed in pleasure, pushing Annabelle back and down into a sitting position on the bench, then looked up at her for a quick confirmation before slipping her out of her skirt.

The air was surprisingly cool against Annabelle's bare thighs and she shivered a little; but her eagerness may have contributed to the shivering more than the cold. There it was again, that ache from her nights before, but so much worse and Annabelle couldn't help a little "please".

Kelly studied her coolly. "Do you want me to make you feel good, Annabelle?" She ran her middle finger lightly over the outside of Annabelle's panties, finding her clit immediately and sending a jolt through the brunette.

"Oh, my god," She gasped. "Yes, please, fucking please," She looked desperately up at a smug Kelly.

The black-haired girl dropped to her knees and pushed open Annabelle's thighs, her eyes fixed on one thing. She kissed her way along Annabelle's thigh slowly, then kissed over her slick panties before dipping her tongue beneath teasingly, making Annabelle almost cry out with frustration.

"I want you to fuck me senseless, Kelly," She whispered, enthralled as she watched and felt the little tingles of pleasure Kelly gave her run through her body. Kelly pulled down Annabelle's panties and licked over her clit in response. The effect was immediate.

Annabelle threw her head back and wound her fingers into Kelly's hair, gripping painfully tightly, pushing her head harder against her pussy.

Kelly's tongue did wonderful things, licking in a soft rhythm against Annabelle's clit, circling and drawing indescribable patterns against the most sensitive part of her body that had her moaning and begging Kelly for it harder, faster, just more. Kelly kept her steady pace, digging glossy red nails into the soft skin of Annabelle's thighs as she clutched at them, but the small pain they caused just made it feel even better.

After a while, Kelly pushed a single finger inside the brunette. Annabelle arched her back slightly and rolled her hips a little, welcoming the intrusion, tentatively at first but with more vigour when Kelly withdrew and slipped two fingers inside her soaking pussy this time. She gasped and panted, Kelly's tongue never breaking rhythm and making her see stars, fingers fucking her relentlessly and driving her closer and closer to her orgasm.

Annabelle began to feel her heart beat even faster suddenly, the heat increasing rapidly, everything now feeling twice as good as before, making her moan much louder and grind down against Kelly's fingers harder; Kelly increased her pace at last, licking and sucking hard at her clit, and then Annabelle couldn't see and the heat exploded, her muscles tightening around Kelly's fingers and trapping them as she came, crying out with pleasure.

Annabelle was covered with the lightest sheen of sweat, her senses returning slowly though she felt weaker than a kitten. From somewhere far away, she thought she heard Kelly laugh softly.

"It's always fantastic the first time."

Annabelle made a quiet sound in response, still breathing heavily. Kelly appeared in her line of sight once more and pressed her lips against Annabelle's for the third time, kissing her gently, tasting of Annabelle – the thought sent yet another thrill through her, though this time ending up a bit closer to her heart.

Then she sat up, pulling Kelly closer and deepening their kiss, her clumsy fingers fumbling with Kelly's blouse. Kelly helped her, and Annabelle yanked the fabric away from Kelly's divine body. Kelly was wearing something black that pushed her boobs up amazingly. She must've been at least a D, Annabelle quickly guessed. And surprise surprise, there was even a miniature padlock holding the bra together.

"Here, it undoes at the front," Kelly informed her, an edge in her voice that hadn't been there before. Kelly undid the bra and Annabelle threw it over her shoulder, admiring Kelly's chest then setting to work trying to suck and lick exactly as Kelly had done to her, determined to make her feel just as good – if not better.

Kelly sighed happily and stroked Annabelle's head, relaxing against the wall. "Good girl," She murmured, "just like that. Mmm. My good little Belle."

Annabelle shuddered in happiness at the new nickname, massaging the Head Girl's breasts in a circular motion, then biting her nipple and pinching the other with her free hand.

Kelly moaned quietly, pulling off her own skirt and underwear as Annabelle worked, already reaching down to rub her own clit. Annabelle smacked her hand away gently and kissed down Kelly's gorgeous pale stomach to slowly drag her tongue down over Kelly's wet clit. Kelly tasted amazing, her scent nearly driving Annabelle crazy; whilst Kelly wore a tortured expression, her eyes closed.

Annabelle licked inside a little, enjoying the warmth and how slick the older woman's pussy was, all for her. She slowly pushed two fingers inside, and Kelly moaned again, so she added a third, pushing harder. Kelly's eyes snapped open, staring down at Annabelle with interest, rocking her hips once. Annabelle did the same thing again, and Kelly replied in kind, until Annabelle was fucking Kelly hard and relentlessly, the older girl gasping and gouging her nails into the wood of the bench.

When they tired of this Annabelle moved her mouth back down to suck hard on Kelly's clit, but not before offering Kelly her fingers coated in her wetness to lick. Soon Kelly was moaning, still rolling her hips as Annabelle licked, until she came, saying Annabelle's name.

Kelly pulled Annabelle on top of her (at some point, she'd slipped down to lie on the bench), and they kissed passionately, curling their tongues around the other's in a fierce battle. Kelly attempted to say something, but Annabelle bit her lip, so whatever she was about to say dissolved into another moan.

"Annabelle, sweetie, I want to..." She paused to kiss Annabelle once more, then continued, "I want to show you something." She sat up, then pulled the brunette close, winding her arms around Annabelle's form tightly. Annabelle waited, but Kelly seemed intent on only kissing her again. Not that she was particularly bothered about that.

Annabelle was about to perhaps ask if Kelly had forgotten when Kelly ran her fingertips over Annabelle's left thigh lightly, before grabbing it and pulling it under her right, and then shifting so that they did the same with the opposite legs and their bodies were pressed tightly together; Kelly's pussy was hot and wet against hers, her breasts pushed against Annabelle's, and she felt searing heat all over again.

Kelly tenderly kissed the brunette, but then her kisses got harder, deeper, locked against Annabelle's in the most wonderful way possible. She then rocked her hips against Annabelle, hard, causing Annabelle to moan and say Kelly's name quietly, returning the movement and feeling herself get wetter as she found she liked it. Kelly shivered in desire as she felt the hot liquid drip against her pussy. They moaned into each other's mouths as they kissed and they rolled their hips together, pushing each other and bringing themselves closer to their third orgasm.

They broke apart as they came, panting, and then just stopped, holding each other. Kelly tucked a strand of hair behind Annabelle's ear.

Annabelle had never, she realised, felt so invincible, and connected with another person like this. Holding Kelly and hearing her moan because of her made her feel like the most powerful person in existence; Kelly was hers in this moment, and that was the most precious thing in the world.