A/N: I don't own Glee nor the characters within. This is a prompt from an anon; g!p Santana, with the first time Rachel gives her head. Thanks!

Obviously, this contains g!p material, so if that's not your thing, please hit the back button. Thanks.

Santana's penis is intimidating. Rachel doesn't want to admit it, but it's true. Strong and throbbing when at full mast, it makes part of Rachel clench, and her lungs constrict. Already having the memory of how it feels inside her, in her vaginal canal, and in her hands as she's gotten used to jerking her off, there's still a last hurdle that Rachel hasn't attempted. She knows she doesn't have a gag reflex, and that some women really enjoying giving blow jobs, but she just... Hasn't felt the need to.

It's not the taste factor. Not really. Rachel has already gotten quick tastes of her girlfriend's pre-cum and sperm, and while it's different, it's not unsavory, and goodness knows she likes the taste of everywhere else on Santana she's gotten her mouth on. But her penis? Somehow, it's different.

Santana hasn't pushed, though. While she'd been a bit obnoxious the first time she'd brought up the idea of Rachel going down on her, as soon as she'd learned Rachel had never done it before, she'd backed off immediately. "It's okay," she'd assured, cupping Rachel's cheek and kissing her deeply before sliding down her torso to lick up and around her clit, coaxing a hard and fast orgasm out of her, "It's not for everyone."

"But I want to do that for you," Rachel had answered minutes later, clinging to Santana and drowning her leftover tremors in her mouth, finishing with, Because don't you expect it? in her head. Not saying it out loud because they'd already fought over what Rachel thought Santana wanted versus what Santana actually wanted in a conversation Rachel didn't particularly want to relive, she'd let the matter pass.

Only now, a couple of weeks later, Rachel thinks, trying to convince herself as she stares down at Santana's body, she is finally-almost-completely-totally ready to attempt the act.

Licking her dry lips, knowing from research that the wetter the blow job the better, Rachel's hands cup and squeeze Santana's hipbones. She hasn't told Santana exactly what she's planning, the girl no doubt thinking she's going to get another hand job with Rachel still crouched near her feet after pulling off her boxer shorts, but that's not it at all.

Oh no. Not it at all.

Rachel swallows. Even only slightly erect from the kissing and "macking" they'd been doing on the couch a couple of minutes before, almost hardening under her gaze, Santana's penis… Rachel moves her right hand, lightly skimming her fingers over the top of it, fingertips catching slightly on the ridge of the glans, it's… Unable to stop a light giggle from passing her lips when it jerks, she looks up to give Santana a smile, it's impressive.

"You're so interesting," she breathes before she can stop her mouth.

Santana, sitting up on her elbows, peers down at her. "I don't know if that's a good thing or a bad thing," she smirks, eyelashes fluttering when Rachel rubs along the glans again, "Whoah. Easy!"

Having forgotten that area is always sensitive, Rachel blushes and pulls her fingers back, closing them into her palm for good measure. "A good thing," she answers, resettling herself on her knees before bending forward, "I hope you don't mind me looking at it. At you."

Laughing softly, Santana drops back. "I'd rather you looked at it than ignored it," she admits. Her eyes are liquid dark again, and when Rachel's hair pools along her upper thighs and belly as she moves even closer, her breathing picks up, "Rachel…"

Rachel likes hearing how she affects her. It makes separate heat blossom in her chest, and curling her fingers back around the now markedly erect organ, pushing it up against her lower abdomen, she can feel her heartbeat pick up in a mixture of anticipation, anxiety, and arousal. Flickering her eyes up again to peer at Santana's face, framed by her breasts, she tentatively flicks her tongue out, swiping along the bottom of her shaft. It's far enough away from the glans and more like Santana's normal skin, she figures, so it's a good place to start.

Still, with a breathy cry, Santana's body jerks. "Fuck!" she curses, shoving herself back up on her elbows, "Rache?"

But having decided there is nothing to stop her from continuing, Rachel takes another, more confident lick. This time with her tongue sliding over the ridge of her glans, more of Santana's taste covers her taste buds, and she pulls her tongue back into her mouth. Closing her eyes, concentrating, she almost sighs in relief when she's not disgusted (though she hadn't really expected to be). In fact, what she's feeling is more related to intrigue and curiosity telling her to try again, so, leaning in again, ignoring Santana's hand scrabbling at her forehead, she closes her eyes as her lips close around the tip.

Warm, thick and throbbing with Santana's heartbeat in her mouth, pleasure suddenly explodes in Rachel's stomach, and she can't help but gasp in objection when Santana pulls her up and away. "What," she protests, "Santana – "

"You don't have to do this," Santana snaps throatily, "Baby – "

"But I want to!" Rachel protests again, shaking her head, and she really, really does, "I want – I want you in my mouth."

Santana's mouth opens, then closes, then opens again. "If you're sure…" she husks, staring at Rachel, looking vulnerable but so turned on; her penis, still in Rachel's grip, only hardens further, "I… Oh god. I won't stop you."

"Thank you." Stroking Santana's hip with her left hand, Rachel gives her a small smile before her gaze drops back to the now slightly shiny with saliva organ. She can do this. She wants to do this. Slipping her tongue back into her mouth before sliding her lips back around her glans, Rachel almost moans when more of Santana pushes into her mouth in a combination of her pushing down and Santana's hips humping up.

"Oh," Santana gasps, her whole body thrumming, the feeling echoed in the throbbing and jumping inside Rachel's mouth, "Baby – "

And Rachel tunes her out. Trying really hard not to scrape her teeth on the shaft as she pulls back enough to take a breath, she almost moans when the blunt end hits against the back of her throat on the way down; it doesn't make her gag, but she still swallows her pride and drops some saliva onto the now deep purple-red helmet, wanting even more lubrication before she attempts to swallow her whole. Her hand squeezes and strokes the base while her other drops to fondle and play with Santana's balls, her ego soaring as she can feel just how much Santana's loving this. Licking up a stray bead, almost falling string, of pre-cum before plunging down, thankful for how wet she's prepared Santana, Rachel still pauses before she fully tests out her lack of gag reflex. She extends her senses.

Santana's squirming and moaning, hands moving blindly through Rachel's bangs and petting her forehead, making Rachel almost delirious with the combination of power and knowledge of exactly what she's doing, but it's not until she sucks in the deepest breath she can with Santana still filling her mouth that she crosses that last, virgin barrier.

She swallows, pulling Santana deeper.

Santana, in her throat, is crazily pleasurable, the slight pain and stretching, rasping feeling as she bobs up and down almost – how? – orgasmic. Rachel's eyes roll back in her head. It's awkward, not exactly comfortable, but she knows with enough practice at her own speed, that she'll probably turn out to be one of those women who loves to do this. "Ohh," she almost slurs when she pops Santana out of her mouth, eyes flashing up to stare into Santana's, "I like that."

Santana's penis throbs, pulsing, angry and still intimidating in Rachel's hand. It's large and wet and excited, and she can't help but stroke her thumb up and down, paying extra attention to the vein on the underside. "You like that?" Santana laughs, almost painfully, "Baby. God! Fuck!" Her voice is pure need, and Rachel gives her what she wants. What they – is this real? – want.

Almost engulfing Santana again, Rachel closes her eyes as she violently swallows and ripples along her shaft. Yes. She wants to feel her like this. She wants to pull her farther into her throat, if she can. She wants –

Santana's thighs and hips surge up. "Rache," she warns, fingernails scraping along the front side of her head, her penis swelling and jerking, Rachel barely able to keep her teeth away with how thickly she fills her, "Baby. I'm cummi – fuck!"

Surprised even as she isn't at the same time, Rachel still pushes her head in close enough to have most of Santana's sperm snake down her throat, gagging only when the unfamiliar feeling makes her jerk back. More of Santana's sperm filling her mouth than she expects, her glans and more of her shaft still parked on her tongue as she orgasms, Rachel sputters, the taste so different and new that it's just easier for her to let it fill her mouth, drip down from her lips, and cough out as soon as Santana's barely deflating erection pulls from her mouth.

"Oh god, oh fuck," Santana keeps repeating, "Rachel. Rache. Fuck. Rache." Sitting up, hands pressing and fluttering around Rachel's face, Santana urges her to spit the evidence of her orgasm out onto the sheets of the bed. Feeling almost dirty, almost ashamed as she does so, Rachel thankfully doesn't fully regret the act when Santana pulls her into her arms, kissing all over her face and nose and lips. "Baby," Santana mutters, "You didn't need to – I'm sorry. I should have better warned you – "

But, "No," Rachel finally smiles, the taste bearable in her mouth as she kisses Santana back, tangling her fingers in her hair and pushing into her body, her center still burning with awareness, and so turned on, "No. Santana. San." Smashing their lips together, transferring the taste of her as Santana had done so often after getting Rachel to orgasm, Rachel sighs. "I liked it, okay?" she whispers, pushing her words towards Santana, "I liked it." And she did. She really did.

She… No. Rachel kisses Santana harder, pulling her closer. She does like it. It's new, almost overwhelming, but with practice… Rachel blushes, moaning as Santana presses her back into the mattress, covering her body with hers as her penis slowly starts to become erect again, her hips rocking her up and against her mons, sliding through the wetness Rachel had been accumulating and making Rachel's insides clench as she anticipates having her inside her again…

She realizes she's going to want to do it again. Over, and over again.