A/N: This prompt was given to me about three years ago by someone who, by now, has become a dear friend. She has always been supportive, offering some of the best and most encouraging reviews from the beginning and her continued encouragement, friendship, and love has been a well of inspiration from which I draw regularly. She is, without a doubt, one of the most influential reasons I am still writing for this fandom and has been a driving force behind most of my recent work. I have been sitting on this prompt, promising to fulfill it once I knew exactly how to do it and she always assured me of her patience. I've felt an enormous amount of pressure to get it just right, not only because of the content matter but because I wanted it to be everything that she wanted it to be. So finally, in an effort to give back to her what she gives to me, in whatever way I can, I offer this love story. This one's for you, Lori. Thank you for everything.

The dishes from dinner were piled in Lena's sink, abandoned after their meal was finished. Their wine glasses, sipped down to just the dregs, rested atop the coffee table in the living room of her apartment. 80s hits drifted from the radio which had been chosen to fill the background for their usual post-dinner activities, no longer feeling the need for the pretense of TV that they knew they weren't going to watch. Most of their date nights had become nights in rather than nights out; dinner followed by a make out session that could rival those between two lust-struck teenagers until Stef extricated herself from Lena's embrace, which grew more desperate every time, and said goodnight.

On this night, Stef was pressed against the length of the couch beneath Lena's willowy body, her hand tangled in the long black hair at the nape of her neck, keeping her girlfriend from abandoning her lips. Kissing Lena always made her feel dizzy, a little drunk, even when she hadn't had any wine. She didn't think she'd ever get used to this, how good it felt, how it stirred up her insides and made her skin tingle like sparklers at midnight. But she must have been getting used to it because every time, she let Lena go a little further, holding off just a little longer the fear that made her pull away. It wasn't that she didn't love the way Lena made her feel or the way her body reacted to her touch. She did. It was just the intensity of it. Stef had never felt anything so strong, so all-consuming before and she didn't want to mess it up. So when she felt her insecurities creeping up, it was easier to walk away before they threatened to take over and ruin everything.

She could feel her kiss-bruised lips pouting as Lena pulled away. But then Lena was kissing the soft skin beneath her chin, the tip of her tongue wet and warm, making Stef melt. Lifting her chin, she offered up her neck as Lena made her way south. A scrape of teeth at the base followed by the soothing of her tongue made Stef shiver. God, how does she do that? Nothing they were doing was anything she hadn't done before and yet with Lena everything felt new. There was a give and take between them that Stef had never had before. In the past, intimacy and sex had always been about reaching the finish line, often only for her partner, and the rest hadn't really mattered – to her or the men she was with. But every touch from Lena felt so good, so right and she was determined to give that in return. The problem was, she didn't feel like she knew how. So, she explored with her hands, never quite sure what to do with them, hoping to elicit a reaction that would tell her she was on the right path. Lena's body felt so different than anything she'd had before. The softness of her skin, the lean but generous muscles of her arms, the gentle flare of hips and her waist that was impossibly small and yet felt so perfect in Stef's arms. She sought them all out, marveling at the feeling of them and hoping that Lena enjoyed her touch as much as Stef always enjoyed hers.

Lena came back to her lips at the same time as Stef felt her hand push beneath her shirt. The sensation made her breath catch in her throat. Her heart beat faster as Lena's hand continued north, playing with the edge of her bra, her fingertips gliding over the exposed skin above it. Her hand closed around her breast, her fingers kneading gently and the fabric under her palm rubbing against the sensitive skin beneath. Stef's hips thrust upwards against her, making Lena's rock forward in return, creating a delicious friction that sent heat scorching through both of their bodies. Stef had never felt so out of control of her own body before and being at Lena's mercy was finally more thrilling than it was scary.

Lena pulled away again, sitting up a little. Stef watched as she removed her own shirt, her heart pounding as she took in the incredible body in front of her.

"How are you even real?" she asked with a hint of nervous laughter. But then Lena was tugging at the bottom of Stef's shirt and she sobered as her stomach danced with anticipation, realizing things were taking a more serious turn.

"I could say the same thing about you." Lena's voice was down in her chest and Stef suddenly knew what it meant to be devoured by someone's eyes. The pure lust on her girlfriend's face made her almost painfully aware of her own arousal, the pulse between her legs becoming an ache so strong that it bordered on uncomfortable. She wanted Lena so badly that it threatened to overwhelm and she could feel her insecurities beginning to creep in. In an effort to ignore them, Stef brought her hands up to Lena's ribs and urged her back down. Kissing didn't scare her. Kissing Lena was better than anything.

Without their shirts, the feeling of Lena's skin on hers as their bodies moved together was intoxicating. She grabbed at Lena's back, pulling her closer, wanting more, and Lena responded with haste. She reached a hand beneath Stef and removed her bra like it was nothing. Such a difference from the fumbling hands of men. Her hand came back to Stef's breast, this time without any barrier. Stef moaned against Lena's lips as she teased her nipple until it was hard against her palm. Stef hadn't thought her heart could beat any harder but when Lena's lips left hers to kiss their way down her neck and across her chest, down between her breasts, she thought it might pummel its way out of her ribcage. As her girlfriend trailed her lips and tongue over to join her hand, Stef closed her eyes. The wet heat of her breath and tugging of her lips, the firmness of her long fingers, her hair brushing Stef's skin – every sensation washed over her, her body reacting on instinct alone because she was too overwhelmed for thoughts. Her hand pushed into Lena's hair and her body moved beneath her as jolts of electricity shot through her with every touch. She wanted more, needed more when Lena's hand slid down her body from her breast, over her abs then down between her legs. Another moan slipped from her lips and her grip on Lena's hair tightened as she pushed down against her hand, the seam of her jeans pressing in just the right place. But without warning, the pounding of her heart changed from pleasure to panic and her ribs were too small for her lungs. She wanted this so badly but something was telling her to stop and if she didn't listen now, she would end up ruining this incredible moment.

As coolly as possible, she urged Lena back up and kissed her with tender lips. "It's getting late," she said against her mouth, like she always did when they reached this point, reluctant despite herself. "I'm sorry," she added when she felt Lena deflate with disappointment.

"It's okay," Lena assured her and brushed a light kiss to her lips as she brought her hands back to neutral territory. They laid there for a moment, the silence tense in an unfamiliar way.

"I should go," Stef said, her voice quiet with remorse as she sat them both up. They did this every week and Lena had never looked at her like this before. For the first time, guilt crept into the pit of her stomach. "I'm sorry," she said again. "I'll call you tomorrow?" It came out as a question, Stef worried that maybe Lena wouldn't want to hear from her tomorrow. Dammit, she was ruining this.

But Lena nodded, a restless smile on her closed lips.

She didn't know what else to say and her heart was aching in her chest so Stef moved to stand but Lena caught her wrist.

"Stef, wait." Stef turned back to her, searching her sad eyes and wishing she could be braver. Lena leaned in and kissed her with yearning and aching softness, her hand coming to rest on her cheek as Stef's chest squeezed tight until it hurt. As the kiss ended, Lena kept Stef close, the lightest pressure from her fingertips revealing her longing as she rested their foreheads together. "Don't go," she whispered.

Stef felt her heart grow heavy beneath the weight of Lena's fragile plea. "I'm sorry, love." She rubbed the back of Lena's arm as she spoke. "I'm not ready."

"I know." Lena tilted her head back to look Stef in the eye, shaking her head. "We don't have to do anything. Just stay the night with me." Her thumb caressed Stef's cheek. "I'm not ready to let you go."

Stef studied Lena's face, taking in her perfect lips pressed together with trepidation, her beautiful dark eyes overwhelmed with vulnerability, and the tension in her eyebrows drawn together between them. There was a tremor of fear in her belly but the need to wipe away that look on Lena's face was stronger.

"Okay," she agreed, her voice airy with emotion. When relief softened Lena's face, a smile started at the corners of Stef's mouth, growing until it made it up to her eyes. Lena wrapped her arms around her neck and kissed her again, this time with so much love that Stef knew the reward was well worth the risk.

The realization that she was waking up beside Lena dawned on her with the morning sun. As daylight nudged her from sleep, she was inundated by Lena's presence surrounding her. Her scent was on the bedsheets and the pillow beneath Stef's head; it was on the pajamas she had borrowed. The room looked like her with its feminine prints in warm colors, wooden accents, and decorative knick knacks. It felt natural and inviting while maintaining a sophistication that was innate to the woman she loved. But most of all, Stef was aware of her sleeping form, Lena's leg draped over hers and their elbows touching between them. Waking up beside Lena felt as unreal as falling asleep with her had the night before. She had fought sleep as long as she could, just to keep feeling her in her arms, afraid that if she closed her eyes, she would be gone when she opened them again. But morning had dawned and she was still there, real and tangible. Her face soft with sleep, her lips relaxed into a delicate pout, serene and perfect. Stef's very own Sleeping Beauty.

She watched Lena until she stirred, at which point she took hold of her hand, lacing their fingers together as Lena's eyes drifted open. Her face grew radiant with a slow, sleepy smile.

"You're still here." Her voice was thick with sleep but the relief in it was evident.

Stef watched her, their faces only inches apart. "Did you think I wouldn't be?"

Lena shook her head. "Just afraid you were only a dream."

Stef's cheeks blossomed pink. The sentiment was so close to her own feelings that she felt a little overwhelmed by it so despite the love that poured out of her heart to fill her chest, she retreated a bit.

"That's a good line, babe," she teased, hiding behind the safety of humor.

By now, Lena was getting used to the way Stef deflected and knew it was because she felt everything too much, loved too hard, and it threatened the armor she liked to put on against the world. Sometimes Lena took it personally because she didn't want to be on the outside of that armor. Other times she had to hold Stef in the moment and not let her escape. And sometimes she let it go, accepting Stef's love in whatever way she was able to give it.

Lena's smile grew playful. "Not that good," she said with a shrug. When confusion tugged at Stef's eyebrows she continued, "It didn't get you to kiss me." Her own eyebrows raised in a challenge and after a chuckle from her love, she was rewarded with a kiss that took her breath away.

As the morning sun rose higher they shared lazy kisses, delighting in teasing touches and swept up in the newness of waking up together, both refusing to leave the bed until Lena's stomach rumbled for the third time.

Stef laughed against her girlfriend's lips and pulled back to smile at her. "I think it's time for breakfast, hmm? You obviously need to eat and I'm pretty hungry, too."

"I'm fine," Lena vowed, urging Stef back to her lips. After another lingering kiss, Stef pulled away again.

"Uh uh. I will not be responsible for you blowing away in the wind because you skipped breakfast to make out with me," she insisted, only half kidding. Lena rolled her smiling eyes as Stef rolled out of bed and walked around to Lena's side, straightening out her pajamas. They were Lena's baggiest pair and still pulled tight around her most muscular areas – a sight that did not go unappreciated. "Come on," Stef beckoned, holding out her hand and wiggling her fingers. "I make a mean pancake."

Lena took her hand and let her pull her from the bed. "You're going to make me breakfast? I should have you stay the night more often!" The words were out before she could stop them and her heart froze for a second. Was she was being presumptuous?

Without missing a beat Stef said, "I'd love to," and made Lena's heart start beating again with a wink before leading her to the kitchen.

"How can I help?" Lena asked once they were in the kitchen and Stef was rummaging through her cupboards for ingredients.

"By standing there and looking pretty." Stef flashed a smile over her shoulder as she set the flour down on the counter next to the other dry ingredients and moved to another cabinet for a mixing bowl. Leaning against the counter, Lena felt a little tug at her heart as she realized how well Stef knew her kitchen. There was a domesticity, a familiarity in knowing someone else's home so well.

"Charming," she replied, pushing away the thoughts about the future that were lurking in her mind, her cheeks warm and her smile coy.

"You made dinner so I make breakfast," Stef explained. "I don't make the rules."

"Then who does?" Lena asked, already chuckling. She loved that Stef could make her silly like this. Silliness had never been something that came easily to her but Stef brought it out like it was second nature.

"I read it in the lesbian handbook," she said with a straight face while Lena fell into a full belly laugh.

"I don't remember that rule. They must have updated it since I got mine."

"You know, you really should get a new copy."

"I'll send them an email. Surely they have that by now."

"Oh, no doubt." Stef smiled at Lena, the corners of her eyes crinkling.

"Well, can I at least put on a pot of coffee? Or is that against the rules, too?"

Stef threw out her arms in an exaggerated shrug. "Ah, what the hell? I was never big on rules, anyway." She winked at her again and as Lena passed to get the coffee started, her heart fluttered. It was one of those little habits that was such a Stef thing and Lena just adored it.

With the coffee pot brewing, a comfortable silence fell between them as Lena leaned against the counter, watching Stef make pancake batter from scratch. Who made pancake batter from scratch? Stef Foster did, apparently, and Lena found herself just a little more in love with her. As Stef began pouring batter into the pan, the smells of breakfast filled the kitchen and Lena couldn't help but think it was starting to smell a lot like home.

Despite her orders and how much she enjoyed just taking in the view of Stef in her kitchen, Lena couldn't stand around and do nothing. So, while the plate of pancakes grew higher, she poured them both cups of coffee and set the table with plates and silverware, butter and syrup, a bowl of fruit. On one pass by Stef from the fridge, she stopped to kiss her, just because she could, and as she took her seat at the table, sipping hot coffee from her mug, she was sure she couldn't imagine a more perfect morning.

"Breakfast is served, my love." Stef leaned over to kiss Lena as she set the plate of pancakes on the table then took her seat across from her.

After adding butter and syrup, Lena took her first bite. "Oh my god," she moaned around the mouthful of food. "These are amazing."

"Why, thank you." Stef smiled, feeling a faint flush of warmth in her cheeks when she recognized that little moan.

"Seriously, babe. I think you've permanently ruined me for any other pancakes. What did you put in these?"

Stef shrugged. "Just some vanilla and a little cinnamon."

"They're incredible." Lena was damn near shoveling the pancakes into her mouth and somehow managing to still look as refined as ever.

Stef watched her as they continued to eat, not even aware of the shift in her own mood until Lena looked up at her with concern in her eyes.

"What are you thinking?" her girlfriend asked, snapping Stef out of her thoughts.

"Nothing," she said, shaking her head and plastering on a smile. "Just enjoying the view."

Lena tilted her chin down, eyebrows raised, unconvinced. "Honey, whatever it is, you can tell me."

"How do you do that?" Stef pondered out loud.

"What?"

"Read me like you can see inside my head."

Lena shrugged. "I just pay attention."

"Well, I'm the cop. I'm supposed to be the observant one," she teased.

Lena smiled and waited a beat while she set down her fork and leaned forward toward her girlfriend. "You're changing the subject," she said with quiet resolve.

Stef sighed, realizing she wasn't going to be able to wriggle out of it, a smile somewhere between amused and annoyed on her face. She looked down at her plate as she searched for the right words.

"I was thinking about… last night." She braved a glance at Lena who was listening with intent, her head tilted just so.

"What about last night?" Lena prompted when Stef hesitated.

Stef's eyes dropped back down to her plate. "About," she cleared her throat and pulled at the tip of her nose, a nervous habit she wasn't even aware of. "About needing to stop."

"Honey, I'm sorry. That's my fault. I shouldn't have pushed you so fast."

Stef gave a dry laugh. "No, Lena. It was–" She blew out an exhale. "I wanted to keep going. I always want to. And you've been– Well, you deserve sainthood for your patience…" She laughed again, nervous this time.

"I'll wait as long as you need, Stef."

She gave her a small, anxious smile. "I know." Taking another breath, she wet her lips while fiddling with her fork. "In the beginning I was so ashamed of wanting you… Of, of liking the way it felt to be with you. And sometimes I still feel that way but that's more when we're out around other people… When we're alone, when we're, you know… I just keep thinking that I have no idea what I'm doing. It's like I'm a virgin again but this time I'm not with an awkward seventeen-year-old boy who's just as clueless as I am. Now, not only am I with a woman," her eyes grew wider, a hint of unbelieving laughter in her voice, "but I'm with a woman who has a hell of a lot more experience than I do." A beat passed and she scrubbed her hands over her burning cheeks. "Ugh. It's stupid. I'm sorry."

"It's not stupid." Lena reached across the table to take Stef's hand, her face soft with understanding. "You may not be a virgin but it's still a first time. First times are always a little scary. But it'll also be my first time with you. And even though, yes, I have more experience with women than you…" Lena shrugged, "I'm still nervous."

"Oh, come on." Disbelieving, Stef frowned. "What do you possibly have to be nervous about?"

"The same things you do."

Stef snorted then muttered, "I doubt that."

Lena dropped her gaze to their clasped hands. She didn't want Stef to shut down because it was clear she needed to talk about this. Taking a deep breath to remind herself of how hard this had to be, Lena took a different approach when she looked back up.

"Then tell me what scares you." She squeezed her girlfriend's hand to offer encouragement, hoping to convey her support through the small gesture.

Stef shifted in her seat, unsure. A hundred answers bombarded her, swirling around her head; none were things she really wanted to say out loud. There was a lengthened silence before she tried to piece her thoughts into words.

"I, uh– I'm just not… Not sure what to do…? I mean, I've never… done it with a woman." Her face scrunched as she stammered, her shoulders inching up to her ears. "I think I'm just afraid that my experience with men is going to… I don't know… Make me do it wrong? I guess?

Lena gave a small, sweet laugh. "There's no wrong way to have sex, as long as everyone involved likes what's happening."

"Okay, and what if we don't like what's happening? What if you don't… like what's happening?" Stef chewed on her bottom lip, her eyes heavy with these insecurities that she was only just now fully admitting even to herself.

The look Lena gave her was tender and full of empathy. "If one of us doesn't like something, we just have to be open and honest about it. That doesn't mean we're ruining it or that it won't still be good. Look, honey, there's always a learning curve the first time you're with someone new. The first few times, really. There will be for me, too."

Stef scoffed. "Yeah, okay. That's not really a fair comparison. It's like you're coming in with a full arsenal at your disposal and all I've got is a slingshot and a rock."

Lena frowned, wrinkling her nose.

"Okay, maybe that wasn't the best metaphor for sex but… You know what I mean. Right?"

"I know what you mean," Lena conceded. "But just because you haven't had sex with a woman before doesn't mean you're not bringing anything to the table."

"You mean the bed?" Stef snickered, taking the opportunity to try to lighten the mood, uncomfortable in her continued vulnerability.

Lena shrugged one shoulder, a suggestive smirk on the corners of her mouth as she let her voice drop a little deeper. "That depends on what you're into."

Flustered, Stef returned the smile with a sheepish one of her own before clearing her throat and settling back against her chair. "I guess I'm afraid you'll realize halfway through that you don't like it and decide this isn't what you want. That I'm not what you want…" Her voice grew quiet beneath the admission.

Lena's head tipped down for a moment, breathing back the emotions that leapt up from the pit of her stomach, unbidden. "I worry that about you, too," she said quietly, relieved to be able to say it out loud. "Every time we're together." She let her eyes drift back up to meet her girlfriend's and found them wide with shock.

"You do?"

Lena nodded. "Yes. And about whether you feel safe and comfortable." She let a moment pass in silence. "I'm always trying to check in with your reaction, trying to gauge how you feel and whether or not you like what I'm doing."

"I do that, too," Stef admitted, appreciative of this common ground.

"I think that's a good thing. It means we care about one another, that we respect each other. And that's more important than anything. The rest of it will come with time."

Stef nodded but Lena could still see her worry in her downcast eyes and the tension around her mouth. Letting go of her hand, she stood, moving around the table to sit sideways on Stef's lap, her hands coming to rest on her shoulders.

"I may have more experience with women but I have just as much experience with you as you have with me." With the knuckle of one finger, Lena tipped Stef's head up. "And you have nothing to worry about because kissing you is already better than anything I've ever had," she declared before lowering her lips to Stef's and making her point very clear.