Authors Note: Oh god okay, this is my first girl!peen fic and I feel like I did a pretty good job, but I'll let you be the judge of that ! Enjoy :)

Santana sat indian style with her head bowed. She'd been playing with the fabric of her basketball shorts for several minutes now, contemplating her next move. Hours earlier she had seen Quinn Fabray getting undressed in the girls locker room and the image has been plastered in her mind since.

It was the first naked body she'd seen besides her own. She didn't expect to get aroused so easily, but not having sexual contact, well ever, makes it hard not too.

She grabs her phone, dials Quinn's number and hopes that she won't answer. She doesn't want to have to explain why she had a large bulge in her shorts, but Quinn seemed very observant.

"Hey Santana," Quinn answers.

"Oh, h-hey Quinn, what are you up too?" Santana mutters.

She hears a giggle on the other end of the line and she's hoping the girl is busy so she won't have to apologize in person.

"Let's cut the small talk, I know your secret, well...secrets," Quinn states confidently.

"Um, what are you talking about?" Santana answers, trying to sound oblivious.

"You have a little something hiding in those shorts and you liked what you saw in the locker room," Quinn explains seductively.

Santana swallowed hard and rearranged her position on the bed to allow her member some room to hang free. She had found not wearing underwear was much more comfortable.

Just as Santana was about to answer she saw the door swing open and a bubbly Brittany, Santana's best friend, bounced into the room and onto the bed. Santana mouthed a 'hey' and Brittany grinned.

Santana then heard Quinn sigh heavily on the other end of the line and she quickly tried to think of an excuse.

"Well," Santana turned her head slightly and saw Brittany's long, toned legs hanging off the bed. She eyed her best friends legs hungrily and finally licked her lips. "I wanna fuck you."

"What?" Quinn and Brittany say in unison. Brittany shot up from the bed and slapped Santana playfully on the shoulder. The brunette held her free hand up declaring innocence before returning to her call.

"Um i-if you want too, I'm down," Santana admits, trying to regain her confidence.

"Be at mine tomorrow night at 6," Quinn breathes before hanging up.

Santana threw the phone on the bed and walked over to Brittany who was applying some cherry lip smackers.

"Quinn wants to, you know, tomorrow night," Santana conffessed, hugging her best friend from behind.

Brittany leant her head back on Santana's shoulder and sighed. "Are you going to go through with it?" She asked.

"Well, she's hot and nobody besides you and her know about my," She points to her crotch. "Situation."

"Yeah," Brittany began twiddling her thumbs. "I guess."

"What's wrong Britt?" Santana asks, now facing the blonde.

"Nothing, have a good time tomorrow night, I'll see you at school," Brittany says, grinning and kissing Santana on the cheek. She then leaves Santana's place, letting the brunette think alot about the events taking place tomorrow night.

Santana arrives at school just in time for her first class and sets out her books on the table. She then notices Quinn entering the class room, smirking at her and taking a seat directly next to the brunette.

"Hey there," Quinn breathes, placing her books neatly on her desk.

"Hey cutie," Santana internally hi5's herself for her new found confidence.

A tall figure in her peripheral's catches Santana's attention and when she turns her head her jaw drops. Brittany's bending over her desk and she's not in her Cheerios uniform. The skirt she is wearing is riding up to reveal the bottom of her toned ass.

Santana's mouth turns dry and Quinn waves a hand infront of her face to grab her attention.

She's never thought of Brittany as more than a friend. She never pictured her in a sexual way. But ever since they'd become seniors, Santana found that Brittany is actually the most beautiful girl she's ever seen.

Her body is flawless, her face is gorgeous, but Santana would never admit it.

"So, tonight's still happening right?" Quinn asks.

"Y-yeah," Santana mumbles, still staring in Brittany's direction.

The blonde turns around, meeting Santana's gaze. Brittany's sucking on the end of a pen and the flirty smile she gives Santana, makes her almost hard.

It's almost 6 and Santana can't wait any longer. She's been craving sex for 18 years and even if Quinn isn't the right one, she's still in desperate need of human contact. She had started masturbating at 13 and was completely comfortable with her body at a young age. She then met Brittany at Mckinley High when she was a junior and the two instantly became close.

One day while Santana was jacking off in her bedroom, Brittany hopped in the room, oblivious to Santana's actions. She was shocked to say the least, but her accepting nature helped Santana trust Brittany.

The brunette arrives at Quinn's house at 6:10, not wanting to seem eager. Quinn opens the front door and instantly pulls Santana inside. She lets her hand caress Santana's member through her shorts.

They kiss awkwardly, with Santana pushing forward a little too forcefully, until Quinn hits the wall and she breaks the contact. Santana takes this as a sign to suck on the blonde's neck, making her moan with... well it must be pleasure right?

"Let me see it," Quinn breathes and Santana has to double take. She didn't think the blonde would be so eager this early in the evening.

Santana then steps back abit, tugging at her shorts until they fall to her ankles. Quinn sees the slender cock in full and her eyes widen.

"You're so big," She whispers, pulling the brunette into her again. "Why aren't you hard for me?" She raises an eyebrow.

Santana's stuck like a deer in headlights. She should be hard right now? Crap. She swallows thickly before placing her hand over one of Quinn's boobs. The blonde gasps, but soon smirks as Santana begins to awkwardly fiddle with the fabric covered nipple.

"That'll surely get you hard," Quinn breathes, winking. Santana responds by leaning down an inch to capture her lips. Once again she hears a small whine emitting from Quinn but she takes that as a good sign. She hears Quinn's head thud against the wall, but most girls like it rough so Santana continues.

Santana's tongue slips between Quinn's lips and begins greedily probing into the blonde's mouth. Quinn lets out a muffled grunt as she tries to work with Santana.

Their tongues begin gliding against one anothers and moans are swallowed in each others mouths. Santana's eyes have been closed for several minutes, while Quinn's fingers run along the long, thick member, which is slowly rising.

Then suddenly, a blonde enters her mind, but not the one she's with.

She pictures Brittany naked, rubbing the entire length of Santana's cock. The brunette's mouth is in an 'o' shape and she begins to feel content about going any further.

Just as Quinn is about to get on her knees Santana steps back and pulls her shorts on quickly.

"Sorry, I can't," Santana mutters, before turning around and almost tripping over. She looks back at Quinn and mouths another quick 'sorry' before rushing out of the blonde's house.

As soon as she enters her room, she grabs a towel and some fresh underwear. She then heads to the bathroom and runs a hot bath.

"Santana?" Brittany calls as she enters the bedroom. When she doesn't receive a response, she notices the light in the bathroom on and decides to open the door. Santana is laying in a bubble bath, body fully covered by the soapy water.

"Brittany?" Santana questions.

"I called Quinn's and she said you left," Brittany says innocently.

"Why did you call hers in the first place?" The brunette asks, growing curious.

"I-I didn't want you to go through with it," Brittany admits, sighing.

Santana gives the blonde a half moon smile and says, "Wait in my room, I'll be out in a sec."

Brittany hesitantly nods, allowing her eyes to sneak a peak at the lower part of Santana which is covered by a mountain of bubbles.

Santana grabs a towel, wipes herself dry and places on a loose pair of shorts and a basketball jersey. She enters the room and finds Brittany perched on the edge of her bed twiddling her thumbs.

"So tell me what happened?" Brittany says, which fake cheerfulness. Santana frowns, knowing that she should probably tell Brittany that she's the one she thought of when kissing Quinn, but decides to keep quiet for now.

"Um, well," Santana scratches her head, as she plops down beside her best friend. "I mean, it was cool I guess. I didn't really get hard straight away, because I guess we were only making out, so that's normal right?" She scrunches her eyebrows and looks at Brittany expectedly.

"Sure," Brittany nods vigorously. "Totally."

"Yeah so, she touched me down there," Brittany stiffens at the thought. "It didn't feel right, because I don't think I wanted her to touch me first. She's hot but I don't think she's my duck, like you always say," She pats the blonde's knee.

Brittany smiles sweetly, before taking a huge deep breath. "Well Quinn may have given me some details when I called her," Brittany begins, avoiding her best friends eyes. "She said that making out with you, kind of reminded her of a horse. Because horses have big teeth," She shrugs. "Quinn said you used a lot of teeth and that you basically forced your whole mouth inside hers."

Santana's cheek are tinged in pink and she literally sinks down on the bed in shame.

"Am I that bad at kissing?" She says breathlessly, staring up at the cieling.

"Well, I wouldn't know," Brittany says, a little more playful than she intends.

Santana sits up right again and turns to face her best friend. She has an idea and her eyes literally light up at the thought of it. "Show me," She places a hand on Brittany's shoulder. "How to kiss."

"Really?" Brittany feels flushed and overwhelmed at the idea of kissing her best friends gorgeous, full lips.

"I trust your opinion more than anyone's Britt, I want to know what you think," Santana begs, pouting her lips and staring up at the blonde through thick, dark lashes.

Brittany rolls her eyes and sighs, before moving back to sit in the middle of the bed. Santana follows, eager to get the lesson started. But then her mind catches up with her and she realises what she's gotten herself into.

She's about to kiss her best friend. The girl she's been noticing in a sexual, erotic way. The girl she was thinking of when she kissed someone else. Shit.

"Um," She begins, but her breath catches in her throat. She eyes Brittany's lips right at the moment she licks them and can't help but fall into a pit of a desire.

Her lips, which are parted, slam shut and she allows Brittany to begin.

"It's all about caressing and gentleness. Once you've mastered the simple, slow rhythm, you can get a little fierce," Brittany explains with a high pitched reow.

Santana nods, still processing what she's gotten herself into. "How should we start, so that this isn't awkward," Santana says.

Brittany giggles, before shuffling forward so that their knees are touching. "Okay, when I lean in, you have to tilt your head slightly to create a comfortable angle," Brittany explains carefully, earning a quick nod from Santana.

Brittany exhales a quick breath through her nose before slowly leaning in. When they are a mere 6 inches apart, the door swings open.

The girls fly back and stare down at their nails, pretending to compare each others filing job.

"Oh hey mom," Santana says innocently, grinning at the brunette woman in the doorway.

"Hi sweetheart," She says. "Brittany, dinner's ready if you're staying?" She raises her eyebrows at the blonde and Brittany instinctively turns to Santana.

The brunette smirks and nods and Brittany responds to Mrs. Lopez's question with a similar eager nod.

"What were you girls discussing up there? It seemed to be intense when I walked in," Mrs. Lopez asks, muching on some salad leaves.

Brittany's head flies up to stare at Santana, who is currently occupied with the gravy around her plate.

"Nails," Brittany replies for both of them.

"Well I got my nails done last friday..." Mrs. Lopez begins but Santana and Brittany's minds have already trailed off the woman's words.

Brittany's lips curl at the sides in a devious smirk and she rises her leg up to tease the brunette a little. Her bare toes make contact with Santana's leg and she noticably shudders.

"...The girl was telling me which colour suited my skin tone best..." Mrs. Lopez continues, but the girls eyes are glued to each others.

Santana slightly shakes her head in protest but the blonde's smirk only grows. Brittany bites her lip, which catches Santana's attention immediately. The blonde's foot rises up Santana's leg, opening them so she can brush her toes along Santana's inner thigh.

Santana can feel herself twitching, desperate to lunge across the table and indulge in her recent fantasies with Brittany as the protagonist.

"...$45 that costed me, but it was worth it because of all the compliments I've received," Mrs. Lopez finishes, looking up from her plate to eye the two girls sitting opposite eachother.

She clears her throat and distrupts their intense staring match. Santana looks over at her mother and sends her a goofy half smile. She then stands up abruptly when Brittany's toes brush further towards her hardening cock.

She didn't get this hard when her and Quinn were making out. She didn't even feel it twitch or tingle. But the sensation she felt when Brittany was caressing her so slowly and lightly, was out of this world.

Santana grabs her plate and thanks her mom for dinner. She drops her plate in the sink before rushing upstairs to her bedroom. Brittany's in hot pursuit of the girl and when she enters the bedroom, she finds Santana cursing softly to herself.

"Why did you do that?" Santana turns around. She doesn't seem angry, slightly aggressive and curious, but not angry.

"I don't know," Brittany shrugs. Santana folds her arms across her chest.

"We've never done that, or talked about it," Santana says, darting her eyes across the carpet.

"I know that, but I was just," Brittany sighs and steps forward. "I was just teasing."

Santana frowns and clenches her jaw, before sinking down on her bed. Brittany sits right beside her, patiently waiting for the brunette to calm down a little. She then notices the slight bulge beneath Santana's shorts. It's larger than usual and Brittany's mind races to the possibilty of her actually having it in her mouth.

"San," She breathes.

"What?" The brunette looks towards the blonde with her eyebrows raised.

"D-did you, get hard, when I touched you earlier?" Brittany stutters, her eyes glued to Santana's crotch.

"What," Santana hisses. She then follows her best friends line of sight and gasps. "Jesus!"

She stands up and runs her hands through her brown lockes. "I forgot," She mutters.

Brittany arches an eyebrow and smirks. "Forgot you were hard?"

Santana sighs heavily and plants herself back onto the bed. Brittany twists her body to face her friend. "We were in the middle of something," She says.

Santana clears her throat, refusing to give into to temptation and face the blonde. "Yeah these two walls," Santana jokes, letting out an awkward laugh.

Brittany grins and shakes her head. "You're such a cute dork, I don't know why you're single."

Santana's eyes dart to the right, but her head remains faced forward. She blinks several times before she finally gives in and faces her best friend.

"Are you going to teach me how to kiss or not?" Santana questions firmly.

"Ofcourse," Brittany replies with a cheeky grin. "Remember, be gentle."

"Got it," Santana responds, nodding once.

Brittany inches forward, never losing eye contact with Santana. Santana feels her heart thumping, like a hammer against an overly large nail. She feels her body parts tingle, because Brittany's moving agonizingly slow towards her.

She's literally able to think of a million things while she watches Brittany lean towards her. The thought of what it's going to feel like crosses her mind about 50 times. The thought of how Brittany's going to taste crosses her mind 90 times. The thought of her totally sucking crosses her mind 1980 times.

Before she can register anything further, she feels hot breath against her slightly parted lips.

"It's also good to tease," Brittany whispers. She flicks Santana's upper lip with her own before moving her lips towards Santana's jaw. She trails firm kisses along her jaw line, leading up to her ear. "And you can use your tongue," Brittany flicks her tongue along the shell of Santana's ear. "And your hands."

She pulls back, her lips now hovering infront of Santana's again. She then raises a hand a cups one of Santana's cheeks.

"I'm going to kiss you now," She says in a hushed whisper. Sensing the brunette's nerves and growing heart rate, she rubs her thumb tenderly across Santana's cheek, rewarding Brittany with a faint, grateful smile.

Brittany then licks her lips, before dipping her head and tilting it slightly. Her lips meet Santana's in one firm kiss. Santana stays still, afraid that she might act like a horse again. She badly wants to get this right, not to make herself feel better, but so she can make Brittany feel better.

Santana tilts her head to the opposite of Brittany's and their lips detatch for a second. "Kiss me back," Brittany murmurs. Santana obliges instantly and she feels Brittany lips against hers again, only this time, they're parted more than before.

Santana parts her own lips and manages to catch Brittany's bottom one. She remembers her best friends rules, and creates a slow rhythm. She feels Brittany's hand grip her cheek harder, bringing them both deeper into the kiss.

Brittany shuffles on her knees, so that she's taller than Santana for a moment. She then cups both of the brunette's cheeks and pulls her impossibly closer.

"Mmm," Santana moans desperately, when she feels the swipe of a tongue against her lips. She pulls back, completely out of breath.

"How was that?" Santana asks, her eyes half lidded shut.

"Beyond what I imagined it'd be," Brittany admits, swallowing a lump when she watches Santana arch an eyebrow.

"You've imagined us making out before?" Santana questions.

"Don't say you haven't," Brittany retorts, slapping her best friends arm lightly.

"Britt?"

"Yeah?" Brittany walks over to the mirror and pulls her hair tie from her neat pony tail. Her blonde hair cascades down her shoulders and Santana has to snap her jaw shut before it reaches the floor.

"What did you mean before when you said you didn't want me going through with it with Quinn?" Brittany freezes her actions and inwardly curses herself. She then turns around and leans back against the vanity.

"I just didn't want her to be your first," Brittany admits sullenly with shrug of a shoulder.

"Why?" Santana chews nervously on her bottom lip.

"Because okay!" Brittany suddenly yells, her hands flying up in the air. "I'm your best friend! I wanted to be that special girl who gets to make you feel awesome first!" With that said, she rushes out of the room and slams the door.

Santana sits still, completely taken aback by her best friends confession. Sure her and Brittany were close, but she didn't even realise what was going on in the blonde's head. That's when she realises that she hadn't even been paying attention to the girl that means the most to her.

She'd been so eager to get laid and have her first kiss, she didn't think of how it effected Brittany. She's not sure why it should effect Brittany, but Santana thinks the blonde may have wanted to be included more.

With a million thoughts speeding through her mind, she leaps up from the bed and rushes downstairs. She makes it to the footpath and notices a figure heading away from her.

She runs over to Brittany and with one hand gripping on her arm, she spins the blonde around. Brittany gasps, but relaxes at the sight of her best friend. She can only relax for a second though because Santana's lips meet hers in a fierce kiss.

Brittany grunts at the hearty contact, before wrapping her arms around Santana's neck and letting the brunette take control. Santana pulls the blonde up, allowing Brittany to wrap her legs around her waist. Santana then carries her inside, making sure to keep quiet so noone is awoken.

Their lips break free as Santana carefully steps up toward her room. Brittany nuzzles her face into Santana's neck kisses the skin tenderly.

With Brittany's center pressing against Santana's cock, she's finding it hard to contain her growing erection. The friction becomes too much and as soon as they enter the bed room, Santana all but throws Brittany onto her bed.

She then crawls between the blonde's legs and kisses her passionately again. She goes a step further by gently parting Brittany's lips with her tongue and caressing the inside of her mouth with it.

"I taught you well," Brittany whispers, smirking against Santana's lips.

Santana smirks, before nipping at the blonde's bottom lip. Brittany's head falls back against the mattress and Santana follows her down.

Once they're flushed together, Brittany feels Santana's member against her thigh. "Shit," She breathes against Santana's lips.

"Sorry," Santana whispers.

"Don't be," Brittany replies instantly, raising her leg up to rub against Santana's cock.

Santana grunts and buries her face between the blonde's neck and shoulder. She begins thrusting her hips down, causing Brittany to whimper loudly. Santana pulls back, unable to take this any further without there bare skin actually touching.

She pulls off her jersey, then slides her hands under Brittany's top. The blonde arches her back off the bed, allowing it to be removed. Brittany eyes Santana's body hungrily and leans up to pull the brunette in for another kiss. She lingers for a moment, before bringing her hands down to cup Santana's erection.

"Mmm," Santana grunts and thrusts into the touch.

Brittany shifts positions so she's on her knees and tugs at the brunette's shorts. Santana stands at the foot of the bed and is about to remove them, when Brittany's hands stop her. Brittany then looks at Santana with reassurance and the brunette nods.

She pulls the shorts completely down and is met with a 9 inch monster and it's not even completely hard yet. Santana hadn't really seen her cock at it's full length, because jacking off only did so much.

But with Brittany basically devouring her cock with her eyes, she feels it stiffening by the second.

Brittany rakes her fingers along the cock, before wrapping a hand around it and rubbing it up and down slowly. She then raises it and leans forward, licking the underneath of it. Santana's head flies back and she places her hands on her lower back to steady herself.

Brittany continues caressing the hardening member with her tongue, until it's standing at 11 inches. Brittany opens her mouth wide and manages to almost fit the entire cock in her mouth.

Santana's mind blown by the blonde's skill. But she still feels the need to take some control.

"Lay back," Santana whispers and Brittany crawls back towards the pillows. Santana follows her and sits between long, creamy legs. She rubs her hands along them, watching Brittany bite her lip. She then removes the blonde's skirt and sinks her head between her best friends thighs.

She inhales the sweet scent of Brittany and can't help but take a cautious lick around her clit.

"San," Brittany whispers, pressing her breasts together. Santana moves up towards those beautiful globes and unclasps the bra covering them. She gasps at the already hardened nipples and it doesn't take long before she's sucking on them diligently.

Brittany arches her back into Santana, causing them to moan in unison when their crotches meet. Santana's still extremely hard, but knows she's still needs more.

She looks Brittany deep in the eye and licks her lips nervously. "I want you to be my first aswell," She whispers, lowering her lips on thinner ones. Santana pulls back and grabs hold of her cock. She slides it along Brittany's folds, teasing the blonde.

"Wait," Brittany gasps. "Condom?"

"Oh," Santana slaps her forehead. "Forgot." She shrugs innocently and walks over to her dresser.

"It's understandable, we were a little preoccupied," Brittany says with a wiggle of her eyebrows.

Santana smirks and shakes her head before peeling open the condom wrapper. She takes a deep breath before pulling it over her dick. It's surprising that it actually fits considering how much she's grown in the past few months.

She moves back over to Brittany, resting between her thighs again. She kisses the blonde's lips firmly once more, before running her fingers along her slit.

"Mmm San," Brittany moans as her eyes flutter close.

Santana's fingers then enter the tight hole, which after several fast pumps, grows wider.

When Brittany feels the tip of Santana's cock slide over her core, she basically melts into the bed. She can't stand the closeness any longer and wants to feel Santana inside of her before she explodes.

"I'm going to put it in," Santana whispers and Brittany's eyes open slowly. They stare at eachother for a moment, allowing everything to sink in.

"Okay," Brittany responds quietly. Santana holds her cock and carefully guides it into the hole. She notices Brittany's face contort as if she's in pain but her pleasurable moans give her confidence to continue.

Once it's fully inside of Brittany, Santana begins thrusting forward and back at a reasonable pace. She doesn't want to go to face, because it may be over before she can blink. Brittany grips Santana's shoulders with her hands as they rock back and forth.

"Oh," Brittany breathes, when Santana starts moving in circles. "My god."

"Fuck," Santana hisses, feeling like she could implode at any second. She picks up the pace, causing Brittany's mouth to fly open. She can't help but keep her eyes open, taking in every expression the blonde gives.

Their thighs smack together and Brittany bends her legs. Her toes curl and straighten every second, while Santana's hands bunch up the sheets beneath them. She feels herself coming undone and makes sure she's watching Brittany when it happens.

The blonde seems to have the same idea as her eyes bore into Santana's. After another 4 solid thrusts, Santana and Brittany's thighs quiver uncontrollably and they both scream each other's name as softly but as firmly as possible so it's heard.

Santana pulls out, and discards the condom into the rubbish bin. She locks eyes with Brittany again, noticing the beads of sweat on her forehead. "You're beautiful," She whispers honestly.

Brittany cups her cheek and pulls Santana in for a tender kiss. Santana falls beside her best friend, still kissing her. They hold each other's naked bodies close until the sun rises. And when it does, they relive their night of passion all over again.

The end.

Thanks for reading haha :)