Disclaimer: I do not own or profit from the Fox television show 'Glee' or any of its characters.

"Sooo...," Brittany began and Santana could tell that this was going to be an extremely awkward conversation for both of them. She was really starting to regret not keeping her mouth shut and just letting things happen. But, no, they needed to do this. They had to talk about this and they would both be better off for it, no matter how uncomfortable it made them right now.

"So… you've never done this before... is there anything you're nervous or unsure about?" Santana couldn't believe that a coherent sentence left her mouth despite all the swirling thoughts in her head, but it did and it sounded pretty good too.

She watched as the blonde woman stared intently down at her hands and seemed completely engrossed in her cuticles. Santana was in no rush, she was going to give Brittany all the time she needed. Obviously, there was something the other woman wanted to say, but was having difficulty finding the right words. Finally, Brittany glanced sideways at her and gave her a nervous half-smile.

"There are a lot of things that I'm nervous about but… I know that I'm ready... I know because I've never felt this way for anyone else. If you're not the right person and this isn't the right time then I don't know what is," Brittany's soft voice travelled over to Santana's ears and a surge of relief flooded through her. She sounded so sure, yet there still seemed like there was something else on the tip of her tongue.

"What are you nervous about?" Santana asked flat out. There were plenty of things she was terrified of, but she wanted to make sure she understood what Brittany was feeling before revealing her own fears.

"Well, the main one is that I've never done this before... with anyone. And I guess I know how it all works but still... I mean, you know what it was like in Ohio. We hardly got Sex Ed at all much less Sex Ed geared to, well, us...," once Brittany started she couldn't stop and Santana wasn't about to interrupt her while she was on a tangent like this.

"I'm scared I'll do something wrong and make a fool of myself, or I'll hurt you somehow. And what if I can't make you feel good and you don't want to be with me anymore and what if you need to be with someone more experienced who can make you feel amazing all the time. I mean you deserve it, but I don't know if I could handle it and what if...you...," Brittany seemed to be a little overwhelmed, revealing this all of sudden.

"Brittany," Santana began calmly, reaching beside her to the blonde woman and grabbing her hand,

"It's okay. No one knows what they're doing their first time. That's what makes it so special. And I am truly honored that you trust me enough to be your first."

Santana squeezed Brittany's hand gently and the other woman's face seemed to relax if only just a little bit. Then a small crease formed on Brittany's perfect forehead once again and Santana gave her an encouraging look.

"Is there something else bothering you?" she asked after a moment when Brittany seemed to be overly interested in her cuticles again.

"I...well... this is kinda off topic, but...I'm just curious…was your first time special?" Brittany asked, glancing up at her. Santana stared blankly at her for a moment. This was a question she hadn't seen coming at all and it took her a moment to process it.

"Honestly...no. I was really young. I was naive. But above all I was confused," Santana wasn't entirely sure this is where she wanted the conversation to go, but Brittany asked her a question so she was going to answer it.

"Were you...?" Brittany couldn't seem to be able to get the word out, but Santana knew what she was trying to say.

"No, no, no. it wasn't like that... In fact, I initiated it...," Santana paused before continuing. Brittany deserved to have an explanation, even if it wasn't helping the conversation at all so she took a deep breath and began speaking.

"I was mad that my dad wouldn't let me date this guy I liked, so one night I snuck over to his house while his parents were away. I didn't really plan on it, but I guess I had to have known that's where things would have led. Anyway, I felt really disgusting afterwards, but I was still too young to understand that it was because I wasn't attracted to men," Santana sighed and looked up to see Brittany had scooted around to face her. Their knees were now touching and she was glad for the familiar contact.

"What happened after that?" Brittany asked, playing with the fingers on the Latina's hand gently. Santana enjoyed the sensation of Brittany's thumb making soothing circles on her skin.

"Like any teenage boy, he went back to school and bragged to all his friends and then the rumors flew," Santana shrugged. It was a long time ago and she was past it, but she still wished that her first time could have been with Brittany.

"I did it for all the wrong reasons, with the wrong person, at the wrong time and I just don't want that to be your experience," Santana finished, trying to convey to Brittany what she was feeling with her eyes.

Brittany stared hard into the dark eyed woman across from her. She could just picture the Latina as a young teenager and the thought of what she went through at that age made Brittany incredibly sad.

Without really thinking about it Brittany scooted away from Santana, turned completely around, then leaned back slowly and laid her head in the Latina's lap.

Santana seemed surprised at first, but she quickly relaxed into the new position and adjusted her legs so that way Brittany's head would be more comfortable. The blonde's eyes slid closed as Santana began gently combing her fingers through her hair.

"This might be going too far but... how was it? The first time you were with a woman?" Brittany asked, finding the courage to look up at Santana, who was gazing back down at her lovingly.

It was getting easier and easier to ask talk to Santana, but Brittany knew that even more awkward questions needed to be asked before the night was over. The Latina paused for a moment and seemed to be thinking carefully about her response before speaking.

"I'm not really sure how to describe it. Truthfully, all the relationships I've had with women were just as crappy. The only real difference is that when I have sex with women it feels more natural, and when I have sex with men it just feels wrong and I end up feeling gross afterwards," Santana glanced away and Brittany continued staring up at her. She was being so honest and open and Brittany loved her even more for it.

"So, you've been with a lot of people…" Brittany stated slowly. It wasn't really a question. Brittany knew from their previous conversations that Santana was more experienced than herself. The Latina tilted her head, as if trying to figure out where she was going with this, but she began to speak eventually.

"Yes, I have and I've been tested for STD's, if that's what you're worried about," Santana told her bluntly and Brittany blushed. Truthfully, she hadn't even thought about that, which is another indicator of how naïve she was to all of this stuff. Brittany was just glad that one of them was knowledgeable and, more importantly, responsible.

There was an awkward pause, in which both of them were silent and unsure of how to continue. Then Brittany decided it was her turn to be as honest and open as Santana was being with her.

"I'm afraid you won't love me anymore," Brittany whispered suddenly, cutting the silence and attempting to control the shaking in her voice from the wave of emotion that washed over her. This was the real reason she was nervous and she had to voice it. Santana's face appeared in her vision again, leaning over her. It was obvious from the Latina's expression that she was clearly upset as well.

"Brittany, I'm afraid you won't love me anymore. I'm afraid you'll discover that you're not... that you can't love me...that way. I was terrified of that even before we were a couple. I just...I can't...handle that...not after everything," Santana revealed, looking up at the ceiling and taking a calming breath, her eyes shiny with unshed tears.

Brittany sat up and used her hand to guide Santana's face back to hers. She searched the chocolate brown eyes across from her and tried to placate the other woman with a small smile.

"Hey…I love you… No matter what happens. That's not ever going to change. Okay?" Brittany told her firmly.

"I love you too," Santana replied, taking the hand that was holding her face and tenderly kissing it directly in the center of the palm.

Brittany stared once again at the dark eyes across from her and she knew: there was no need to think about this any longer. This was that special moment, she was with that special someone, they had discussed it thoroughly, and she was a hundred percent sure.

Santana knew it. The way Brittany was looking at her was telling her everything and she wasn't going to stop it this time.

On one hand, she should be incredibly nervous. I mean, she was going to be Brittany's first. This was something that only happened once in a lifetime. Yet...Santana was long past nervous. Coherent thoughts had drifted out of her head the moment Brittany had given her that look.

She stood, and reached out both hands to help the gorgeous blonde woman up. Brittany gladly accepted her hands and stood up to her full height. Santana couldn't deny the fact that she got a secret pleasure from the fact that Brittany was taller than her. She couldn't explain it. It was just this weird thing that attracted her to the blonde even more.

Santana released the blonde's hands and ran her own slowly up the Brittany's arms, snaking them around her neck. Standing on her toes, she craned her face up and captured Brittany's soft lips with her own.

That's when Santana let go.

She gently led Brittany so that she was sitting on the edge of the bed, and she stood in front of her. Now, Santana had the height advantage and she used it to run her hands down Brittany's back, causing the blonde woman to shiver slightly. That small reaction made a surge of adrenaline run through the Latina's body.

Reaching her hand behind her girlfriend's head, Santana slowly lowered Brittany onto the bed, never breaking their fevered kiss. They adjusted so that they were both in a more comfortable position and Santana could feel Brittany relax beneath her.

Feeling braver, Santana began exploring Brittany's long, lean body with her hands. Down her neck, along her collar bone, skimming the edge of her side. When Santana's hand reached Brittany's hip her fingers felt the hem of her soft, cotton t-shirt and she hesitantly slid her hand underneath.

Brittany inhaled sharply against her mouth and Santana paused for a moment, pulling away so that she could search her blue eyes.

"Are you sure about this?" Santana whispered, her hand frozen in its place. Instead of responding, Brittany lifted her head up and captured the Latina's lips with her own, wrapping her arms around Santana's neck and pulling her back down on top of her in the process.

This was really happening. Brittany could feel the blood pumping through her veins making her heart feel like it was beating out of her chest.

The heat was building between them and Brittany didn't know how much longer she could handle the torture of Santana's hands roving over her body like this.

Brittany could hardly catch her breath between kisses until Santana left her lips and began trailing searing kisses down her neck. Feeling bolder, Brittany wrapped her legs around Santana's, pulling her hips flush with her own, trying to feel every inch of the Latina.

She could feel Santana's hands sliding higher and higher under her shirt, and Brittany was getting more and more impatient. Without warning, she sat up and pulled her shirt up and over her head.

The shock was evident on Santana's face, but Brittany wasn't done yet. She reached forward and hesitantly tugged at the hem of the Latina's shirt, asking permission with her eyes. She didn't know where her courage was coming from, but she didn't question it.

Santana gave her the slightest of nods and Brittany slowly removed her shirt. Her eyes were once again immediately drawn to the cheerleader's toned abs as they often did when Santana was topless.

Lying back down, Brittany's body involuntarily shuddered as Santana continued her trail of kisses lower and lower. Down between her breasts, across the sensitive skin of her stomach, stopping just above the top of her jeans.

Brittany arched her back in pleasure with each and every kiss. More than anything she wanted Santana to keep going. This teasing was becoming too much for her to handle. She needed Santana…now.

As if the Latina could hear her thoughts, Santana stopped her kisses long enough to unbutton Brittany's pants, then slowly pull the zipper down.

The blonde woman couldn't control the shivers that wracked her body as Santana carefully removed her jeans from her legs. She laid there, in nothing but her bra and underwear, watching as Santana moved back up to her lips, kissing her with a fire Brittany had never experienced before.

Kissing her slowly, Brittany reached down as well and unbuttoned the Latina's jeans. She found this was more difficult than Santana made it look, but after fumbling around the bed eventually she was able to pull them off.

After that everything was pretty much a blur for Brittany. All she can remember with certainty is that Santana did something with her mouth that made her feel like she going to explode. She had gripped the sheets in her fists in an attempt to hang on to the feeling but too soon it was over. Everything had gone white and it felt like every cell in her body was bursting.

For a few minutes after that, Brittany remained underneath Santana, attempting to catch her breath. They both lay completely unclothed, their bras and underwear discarded at some point, wrapped up around each other until Brittany regained consciousness.

"That was…," the blonde struggled to find the right words, but none came to mind to describe the amazing feelings she just experienced.

Santana propped her herself up on one elbow beside her and Brittany didn't feel the least bit self-conscious under her gaze. The Latina began tracing lazy circles on her collar bone, sending chills up the blonde's spine, but she hoped Santana would never stop.

"Santana…," Brittany began, unsure of herself again.

"Yea, Britt?" the Latina replied, pausing her ministrations on Brittany's chest long enough to meet her eyes.

I want to…return the favor," Brittany muttered awkwardly. She didn't know how to say it, but judging by the look on the dark haired woman's face she had gotten the message. Santana smiled widely at her and leaned down for a kiss.

Santana would be lying if she said that she wasn't pleased with herself. All she had wanted was to make Brittany feel amazing and judging by the crumpled sheets, she had done just that.

Now, Brittany was kissing her and that familiar fire was building. For someone who had never done this, she was doing an amazing job and Santana almost wanted her to slow down so she could relish every second.

Brittany hands were unsure at first and hesitant, but Santana was patient and allowed the blonde to explore her body, discovering what got the Latina going. Then there came a point where Brittany's fingers found the magic spot and Santana lost all coherent thought. A loud moan escaped her throat and it seemed to only to spur Brittany on more.

Santana buried her face into the blonde's shoulder and squeezed her eyes shut in a vain attempt to hold onto reality but it was no use. The pressure kept building until Santana thought she couldn't stand it any longer and then… the glorious release where it felt like someone set off fireworks inside her body.

She moaned as her body convulsed uncontrollably as the final waves of pleasure washed over her. A moment later Brittany's face appeared in her vision, smiling brightly.

"How'd I do?" the blonde woman asked, totally amped.

"Mhmmm," Santana murmured, pulling Brittany down on top of her and simply holding her as close to her body as she could.

Santana was about to say something but her mind was becoming fuzzy and she struggled to stay awake. Eventually, she gave up and allowed herself to succumb to sleep, with the comfortable weight of Brittany on top of her.

The Latina only realized that she had fallen asleep when she felt something gently tickling her face. Her eyes fluttered open and were greeted by Brittany's deep blue ones staring back at her.

Sun was shining through the window and Santana realized that she must have slept all night and well into the morning judging by how high it was in the sky already.

Brittany smiled at her and continued tracing Santana's features methodically with the tips of her fingers; down the bridge of her nose, along her jaw line, and around the curve of her ears.

Santana closed her eyes again at the feeling of Brittany's soft caresses. They were still very much naked, but she wasn't complaining. It felt so right to just be here with the blonde woman, wrapped up in each other, oblivious to the world.

"You're beautiful," Brittany whispered, leaning forward and planting a tender kiss on Santana's unturned lips. The Latina sighed with happiness and sunk back into the bed even deeper if that was possible.

"Well, you're amazing," Santana replied after a moment, her voice strained from lack of use. After a pregnant pause, Brittany stood up and began to put her clothes on leaving the Latina cold beneath sheets.

"Where are you going?" Santana asked, following the blonde woman with her eyes as she collected some things off her desk.

"Well, I missed English this morning and we have math exam in about… fifteen minutes," Brittany informed after checking the time on her cell phone.

"Shit!" Santana shot up, the sheets falling off of her body as she raced to get throw some clothes on. She could feel Brittany's eyes on her as she pulled her jeans over her hips and as much as she wanted to just throw them off again and spend the day in bed with Brittany, she knew they had to go to class.

"Hey, I love you," Brittany pulled her back into the dorm just as they were leaving and captured Santana's lips with her own. It caught the Latina off guard but she quickly melted into the passionate kiss.

As soon as it began, it was over and Brittany pulled away, smiling seductively at the Santana and leading her out of the dorm by her hand. Santana couldn't help thinking that for someone who had never done this before, the blonde sure was damn good at it.

Once again, Glee is back and so am I. Thanks for continuing to read and review this story. I probably over think each and every chapter but this one was by far the hardest to write. Let me know if you think I should bump up the rating to M. I hope this lives up to your expectations! And thanks again!