AN: Here's my interpretation of Brittana's first time. It's Britt's POV and if Santana seems mean, just remember how scared and closeted she was at this point. Enjoy!

"You done with that math assignment yet, Brittz? I wanna check answers."

Santana's voice distracted Brittany from the drawing she was working on, which she held up with a slightly guilty expression. "Math was boring."

Santana rolled her eyes. "Why do I even ask? Whatever; you can just copy mine in homeroom tomorrow."

Brittany grinned and set her textbook on the floor before wiggling her way up to sit against the headboard next to Santana, her sketch clutched in one hand. "Look, San, I drew us at Breadsticks. And you're smiling cause getting your stixes makes you happy. This Friday I'm going to put them in my shirt so I look pregnant. You should do that too and we'll get enough for the whole week."

Santana snorted in response. "Sounds like a brilliant plan, Britt-Britt, but I have a date with Puckerman Friday."

"But we always go to Breadsticks on Fridays." Brittany put on her best pout. "Can't you ditch him?"

"Not this time. His parents are out of town this weekend so we're going to do it."

"Do what?" Brittany asked, feigning innocence just to force Santana to say it out loud.

"Sex," Santana responded simply, in her patient way that was so different from the condescending tone people tended to take when answering Brittany's questions.

"You're going to have sex with Puck?"

Santana leaned over the side of the bed to drop her completed homework to the floor with a thud and stretched out across the comforter. "Yep."

"You've never had sex before." It wasn't a question.

Santana shook her head and Brittany searched her eyes carefully. Her best friend may be guarded, but Brittany knew her well enough to pick out the nervousness that could not be completely concealed.

Shifting her tactic, Brittany nudged Santana's legs apart before laying on top of the other girl completely. "You're going to do this with Puck?" she teased, pressing forward with her hips.

Laughing, Santana shoved at her shoulders. "What are you doing? You are such a goof."

Brittany didn't relent and continued to push herself into Santana. "You think doing this will feel good with him?"

"Well, it feels pretty good now," Santana muttered in a low tone that Brittany suspected was not intended to be heard.

"Does it?" she asked, suppressing the urge to giggle when Santana's flush was evident despite her dark skin tone. When Santana didn't say anything, Brittany continued, "You better tell Puck what you like because I don't think he's smart enough to figure it out on his own."

"How should I know what I like the first time?" Santana responded.

Since Santana had yet to make a sincere effort in pushing her off, Brittany continued to thrust their centers together as she said, "Just tell him to do whatever you do to yourself."

"What?! I don't do that!" Santana protested.

"You don't?" Brittany didn't understand why anyone wouldn't do something that felt so good, and besides, this was Santana. She had always been the more experienced of the two of them – first date, first kiss, first one to second base.

"You do?!"

"You don't?" Brittany repeated.

Santana rolled her eyes a little. "I think we have established that. But, um, you seriously do that? Is it, um…nevermind."

Brittany smirked. "Yeah, it's pretty awesome." She leaned down and kissed Santana on the nose. "You should definitely try it."

Santana was visibly flustered and it was totally adorable. Brittany wondered if it would be okay to kiss her while they were still in such an intimate position. Though she knew Santana better than anyone in the world, she had yet to figure out the rules for their make out time. Before she could decide about the kiss, Santana rocked her hips upwards just slightly. It was a subtle movement but a blatant request. It gave Brittany an idea that was even better.

"Can I show you?"

Eyes narrowing, Santana asked, "Show me what?"

Her hand dropped down to play with the waistband of Santana's red sweats. "How much fun it is," she clarified, teasingly stroking the bare skin at Santana's hip where her tank top was riding up just slightly.

Santana was silent for a long moment and Brittany wondered if she was going to get shoved away. That happened sometimes when they were making out and this suggestion was definitely taking things much farther than they ever had.

"Yeah, ok."

That response shocked her so much that Brittany almost asked for clarification, before she realized that would most certainly scare Santana away from the idea for good. Swallowing her surprise, Brittany tried to find an expression that showed she had been expecting agreement along.

Before Brittany could come up with something to say, Santana continued, "But only so that I know what I'm doing Friday. Practice and all."

Brittany nodded, using her best innocent expression. "Ok then."

Neither of them moved right away, and Brittany started to get jittery with unexpected nerves. She had wanted to do this ever since she discovered how much she enjoyed kissing Santana, but now that the moment had arrived, she wasn't sure where to start.

Santana squirmed underneath her. "Are you going to do this?" It was clear how nervous she was.

"Yeah." Brittany shifted to one side of Santana's body and moved her hand to the center of Santana's stomach and slipped it just under her sweatpants, marveling at the softness of her skin. Before she could go any farther, she stopped and asked, "Can I kiss you?"

Santana nodded and then screwed her eyes tightly closed. Her mouth, however, remained pliant and slightly parted and Brittany leaned over her to brush their lips together. She let her hand drift further down, hesitating again when her fingertips reached panties. Over or under? Her answer came in the form of Santana's stomach muscles tensing and creating a little gap between skin and fabric that Brittany's fingers naturally slipped into.

Still kissing Santana, Brittany moved past soft hairs to a generous wetness that showed just how much Santana had been enjoying their earlier grinding. If that was all it took to get her aroused this might be an easy task. Her fingers slide around a bit as she tried to get her bearings. It was oddly similar to touching herself but the angle was backwards and Santana felt just a little bit different.

Brittany explored the slippery area with two fingers, pulling back from the kiss to watch Santana's face to try and gauge her reactions. Deep brown eyes were still hidden by eyelids that twitched slightly with the movement of her fingers.

Unsure, Brittany felt she had to ask, "Is this ok?"

Santana gave a short nod.

"Good." Her fingers searched for Santana's clit but it was hard with clothing restricting her movements and the slip of her fingers through wetness. Out loud she observed, "You're really wet."

It was a mistake. Santana instantly tensed and worry lines covered her forehead. She half-heartedly pushed at the arm down her pants as she said, "This is a bad idea."

"Santana," Brittany cooed, stilling the movements of her fingers. "It's good that you're wet. But I'll stop if you want me too."

Santana's eyes fluttered opened. "I'm not, you know, because of you. I was thinking about Puck." Her dark eyes searched Brittany's face, clearly desperate for confirmation that Brittany believed her.

The harsh statement made Brittany wince internally, but she did everything she could to hide it and answered with a light, "I know."

It wasn't that she believed Santana. Her best friend was always saying how she didn't make out with Brittany because she liked it, but she still wanted to do it every day. Surely no one needed that much practice. It made Brittany sad to see how scared Santana was and she was willing to go along with her lies and justifications if it meant that they could be close like this.

"Keep going?" Santana requested after pause.

Brittany smiled down at Santana and continued sliding her fingers around. Confirmation that she found the right spot came when Santana suddenly gasped and her eyes slammed shut. Careful not to let her fingers slip off, Brittany gently circled the area, experimenting with different pressures and using the limited reactions that she was getting from Santana to adjust.

Settling into a rhythm, she continued to touch for a few minutes as Santana's breaths got just a little closer together. Santana whined a little when Brittany moved off her clit to go further down, but then gave a sigh of approval as Brittany eased a single finger inside tight muscles. Brittany did her best to starting moving it in and out, but it was constricting to try and move inside pants and her wrist started burning almost immediately from the awkward angle.

"Can I take these off?" Brittany asked softly, brushing Santana's sweatpants with her free hand.

"Uh-hu," Santana agreed without opening her eyes.

Brittany did her best to work Santana's sweatpants and panties down with one hand, her palm sliding over the smooth curve of Santana's ass as she did so. She was aided in the end when Santana kicked her legs and finally the clothing was on the floor and Brittany could nudge tan legs apart and thrust even deeper, moving her hand so her thumb could come up to continue rubbing against Santana's clit.

Santana's face gave no indication that she liked the change, but her breathing picked up even more and it seemed like she was getting wetter. When her inner walls felt loose enough, Brittany added another finger, knowing that she always preferred two. Santana's eyebrows scrunched together at the stretch and Brittany held them still until Santana started squirming.

"Ok?" Brittany checked.

She received yet another nod.

It was clear that Santana was getting close. Her walls were pulsating and her clit had swollen under Brittany's thumb. Santana was biting her lip so hard Brittany wondered if it was going to bleed and she had hardly let a single sound escape. Her hands were laying by her sides, curled into tight fists around the comforter.

The hitch in her breathing was the only warning that Brittany received before Santana's back arched and her face contorted with pleasure. Brittany gradually slowed her hand as Santana's muscles relaxed and gently eased with fingers out. As Santana fell limply back onto the mattress, her loose locks spread messily across the pillow, Brittany leaned over her to suck the swollen lip that Santana had been biting at into her mouth. Her kiss was weakly returned, and for a moment Santana stared at her with awed eyes and lifted an arm to tuck a strand of blonde hair back behind her ear. It was those little interactions that made Brittany fall further in love with her best friend.

Brown eyes were lost to her after fleeting seconds and losing that connect made Brittany realize that watching Santana come had made her almost painfully aroused. She quickly shucked off her own sweatpants, her panties so wet that they clung to her center for a moment before she could peal them away and kick them off her legs.

She settled her body between Santana's legs like she had before, reassured that it was okay when tan thighs moved further apart to accommodate. Pressing her weight forward, she sighed at the delicious friction it caused against her clit. Wanting even more, Brittany reached a hand between their bodies and spread both of them so that wetness met wetness and clits nudged together with each movement.

"Are you too sensitive for this?" Brittany whispered.

Santana responded with a low moan. "The sensitive makes it feel so good."

"It feels good for me too." Her hips rocked forward and she rubbed firmly against Santana.

It seemed that the first orgasm had loosened Santana up a bit and her earlier silence had been replaced by constant moans every time they moved against each other. Brittany preferred this version, though she wished that Santana would open her eyes, if only for a few seconds. She settled for kissing her instead, probing deeply with her tongue before sucking her way down the column of Santana's neck.

"Fuck," Santana groaned, rocking her hips up to meet Brittany's thrust. Her hands found purchase on Brittany's waist, fingers curling into the folds of her t-shirt. "God, keep doing that," she pleaded.

Brittany smirked against a sweaty neck, glad that her cheerios training would allow her forearms to keep holding her up, even as the muscles started to tingle with effort.

"Don't stop, don't stop."

"I'm not going to stop," Brittany assured her, pressing a kiss to Santana's temple and then her mouth when the girl arched her neck and pouted her lips in a silent request.

Teeth closed around her bottom lip and nails dug into her skin on one skin as Santana tensed.

Her mouth moved away to pant, "Shit. I'm gonna come again. Fuck."

Brittany wasn't quite there but she didn't think she could tell Santana to wait when she was about to have the second orgasm of her life. She probably wouldn't even know how to if Brittany asked.

With a couple more movements of their bodies, Santana was coming again, this time her mouth opening in a small cry and a string of profanities. It was so hot and Brittany was so, so close. She kept rubbing, trying to get enough friction to release, until Santana squeaked in protest and shoved at her shoulders.

"Too much," she explained.

Understanding, Brittany repositioned to slip her hand between her own legs. Fingers automatically found her clit and Brittany shuddered as she realized that some of the wetness coating it was probably from Santana. It only took a few seconds for her to start coming against her hand, and her eyes locked with Santana's at the tail end of her orgasm.

"Did you just - " Santana started.

Brittany hummed in confirmation as she collapsed against Santana, her head coming to rest on a covered breast. Santana let her stay in the comfy spot against her chest, and even brought up a hand to play with her hair and lightly scratch at her scalp. Content, Brittany enjoyed the closeness and the way their bare legs brushed together.

She didn't realize she had nearly fallen asleep until Santana's voice brought her back.

"Friday is going to be amazing."

Tears pricked the backs of Brittany's eyes as she realized what Santana was referring to and she blinked rapidly to hold them back. This hadn't been about them; this had been Santana using her as practice for the boys. She had almost let herself forget and the reality made their cuddling seem like a sham.

But then Santana continued with, "I'm glad we tried this. You're the best friend in the world, Britt-Britt."

Her voice was soft and loving and any anger that Brittany may have harbored melted away. Santana could be so sweet to her sometimes and all it did was remind her why she was totally and completely in love with her best friend.

Brittany was woken when a warm body curled against her. She knew instinctively who it was, but it never hurt to be sure, so she asked, "San?"

The dark head against her shoulder nodded. "Your dad let me in. Is that ok?"

"Of course." Brittany ran her fingers through Santana's silky hair as she lifted her head and squinted at the glowing numbers on the alarm clock. 10:18. She must have fallen asleep early tonight.

Santana was cuddly and warm, but she smelled like cigarettes and men's cologne and it made Brittany remember what night it was.

"How was Puck?" she asked, not even bothering to correct the implication in her question.

To her surprise, Santana burst into tears, her face burrowing in Brittany's shoulder and tears wetting the skin. It was jarring. Santana never cried, unless she was drinking, but she was sober as far as Brittany could tell.

A possibly occurred to her and Brittany sat up a little in alarm. "Are you ok? Did he hurt you?"

Santana immediately shook her head, but it didn't quiet Brittany's concern.

"San, what happened?" she pressed.

Santana sniffed. "It was really bad." Her voice was muffled and she sounded miserable.

"The sex?" Brittany clarified.

With another sob, Santana nodded. "I faked it just so he would stop."

"Oh, honey," Brittany soothed, not knowing what else to say. She tangled her fingers in Santana's hair and hugged her body close, trying to comfort her.

The crying continued for a few more minutes before Santana did the thing where she suddenly pulls herself together. It like she has this box where she shoves all her emotions away so that no one can see. Brittany isn't sure that they will be able to stay there. People don't work as well when all their energy goes into desperately hiding secrets.

Santana's head moved to her own pillow. The darkness hid any tear streaks and red eyes so that the only evidence of her earlier tears was the slight catch in her voice as she said, "Don't tell anyone that I cried. People have to think that I liked it."

"I would never tell anyone, San." Brittany was good at keeping Santana's secrets. She had to be if she wanted to Santana to open her box of emotions in front of her. "Do you think people will find out?"

"Of course they'll find out," Santana said simply. "Puck will tell the football team."

"Is that okay with you?"

"I want him to," Santana assured her. "I have a rep to keep."

The complicated way that Santana viewed the high school hierarchy baffled Brittany. She didn't think that there should be so many rules to making people like you. But Santana was so certain in her ideas that Brittany knew it wasn't even worth arguing.

Instead she suggested, "Maybe we can keep having sex." A dark look crossed Santana's face, and Brittany quickly clarified, "Secretly. But then at least you'll like it sometimes."

Santana bit her lips and for a fleeting moment she looked excited. That emotion was immediately replaced by a neutral expression, as she agreed, "That's a good idea, Britt."

Brittany turned her face into her pillow to hide her grin. Santana could have all the boxes she wanted, but Brittany would always be able to see through her walls.