To her credit, Rachel wasn't shaking nearly as much as she thought she would be, nor was Santana snickering or rolling her eyes as the smaller woman undressed the cheerleader from the waist up.

They were in Santana's room, the door closed and locked (though no one would be home for quite some time), with Santana laid back against her headboard now completely topless. She had herself propped up on several pillows, and was offering Rachel a small, reassuring smile - though whether or not Rachel saw it, given how the girl seemed to be staring at her naked chest, was up for discussion.

Santana cleared her throat. "You need a moment, Rachel?" she asked, voice soft and teasing, her lips in a small, amused smirk.

Rachel blinked, cheeks turning red as she forced her eyes up to Santana's face. "W-what? Oh. no. Sorry. I just…" Her gaze wandered down again, and Santana chuckled, pushing her chest out a little more and using her hands to lift and squeeze her tits together, her thumbs toying with her nipples.

"You wanna touch 'em, right? Maybe get your lips on them?"

Rachel nodded, swallowing hard.

"Come here, Rachel," husked Santana. "They're all yours tonight…"

Slowly, moving to kneel between Santana's spread thighs, Rachel whimpered quietly as Santana reached out and took one of her hands, setting the small palm onto her right breast. "Focus on the nips. Don't pinch, just squeeze and tug. And definitely don't be afraid to use your lips, babe."

Again, Rachel nodded, reveling in how soft and firm Santana's breasts were, now that she had a hand on them.

And she really, really wanted to have her tongue on them. The strength of that urge was ridiculous, to the point of making her mouth water. She leaned forward, and Santana set a hand on the back of Rachel's head. There was no pressure behind it, just its presence, but that seemed to ground the smaller girl - both of them, really. Finally, Rachel sucked a pert nipple between her lips, moaning at the strange feeling of it against her tongue and fighting a pleased smile as Santana moaned just as forcefully.

"Fuck… Yes… Fuck it's been way too long," growled Santana, pressing on the back of Rachel's head a little more now, her free hand guiding Rachel's own to her other tit. "Multi-task, babe. Know you can do it."

Santana's nipple was hard against her palm. Just as hard as the one between her lips and it, too, elicited a moan as she halved part of her mind to following the cheerleader's earlier instructions; she got sharp nails in her scalp and a hissed indrawn breath when she gave an exploratory roll of her tongue along the nipple, but before she could think she'd done something wrong, Santana mumbled something that sounded extremely positive.

She cleared her throat, making it clearer. "That. Continue that. Harder."

Pulling back, but barely managing to look away from the now shiny, wet with her saliva, begging nipple, Rachel licked her lips, her hand trembling on Santana's breast. "Which one?"

"Both."

"O-okay." Leaning back in, heart starting to thud again as she prepared to get her mouth on what she really wanted to get her mouth back on, Rachel abruptly paused. She sat back on her heels.

Cursing softly in her mind, Santana managed to keep herself from yanking Rachel back in; she shifted, hand falling to lightly rest on Rachel's shoulder. "Rache?"

"I'm sorry." Embarrassment flashed across Rachel's face, like even she couldn't believe she was interrupting getting back to where they had been, "I just…"

Fuck. Santana's voice was thick when she rasped, "Too much?"

Rachel shook her head. "No. No. I like this. I do. I just… As I touch you and… Taste you, I… Ican'tstopthinkingabouthowifyou'velostanysenseofsensitivitybecauseofthebreastimplants. A-and if I should touch you a certain way or if how you like them getting touched have changed."

A loud, sudden bark of laughter left Santana's mouth as soon as she registered what Rachel had said. "You know what? I'm not even insulted. As if." She sat up, pulling Rachel in for a quick, hard kiss, smirking at the utterly flabbergasted expression her actions left on her. "That's so you. You get your hands - and mouth - on me, and yet…" She reached out, sliding the pads of her fingers along Rachel's forehead, tangling with her bangs, "That brain of yours is almost too distracted wonderin' about my breast implants." She cocked her head, tracing down beside Rachel's eye and resting on her cheekbone, "Though you do get points for making your question about how it feels for me.

"But to answer your question," Santana's smirk widened, "S'all me what I can feel. No loss. Only gain."

Red traveled up the smaller girl's face again, almost hot to the touch under Santana's thumb, but she nodded. Then, groaning, she covered her face with her hands, knocking Santana's hand away. "I'm so bad at this."

Santana couldn't help another laugh from escaping. "Sweetie." Gently prying Rachel's hands away, she smiled, meeting the girl's dark eyes squarely, "The only thing you're bad at is allowin' yourself to feel, not think. Here." She slid Rachel's hands back down, settling them onto her breasts again. Sighing happily, she pushed her hair behind her shoulders before sitting back again, widening her legs so Rachel could easily fit in between them again. "How 'bout we ease back into gettin' to know Auntie 'Tana's girls."

When Rachel, blush still fading, immediately squeezed, dropping in to nestle her face in the crook of Santana's neck, Santana groaned, heat pouring directly into her core. "Fuck, you just holding them, babe…" She pushed herself harder into the soft, warm hands. "So good."

"I like how they feel," Rachel admitted, swallowing before nuzzling the other girl's jaw. She could still feel her drying saliva on Santana's breast, and it was only making her mouth water again. She couldn't believe she had sabotaged herself by asking about the breast implants.

Kissing down the cheerleader's neck, Rachel exhaled, shivering as Santana once again placed her hand on the back of her head; her other stroked up and down her arm, keeping enough pressure to prevent Rachel from toppling into her. "You're so warm. Soft. And your… ...Nipples… Are so hard."

"They like you," Santana chuckled, voice husky. Scooting forward a little to be able to lean back against the pillows again, she threaded her fingers in the smaller girl's hair. The singer's lips were so soft and eager, mapping out her neck and shoulder, upper chest, her hands and fingers rolling and feeling out her nipples and the weight of her breasts. It was tentative and hesitant, seemingly more about feeling her then any real goal of giving her pleasure (at least not yet)… And Santana didn't fucking care.

Rachel Berry was kneeling in front of her, licking and sucking her way down to get her mouth back on her tits, hands already on her and obviously getting herself off on touching her if the quiet moans and hums in the back of her throat - not to mention the unsubtle shiver running through her - was any indication. Santana groaned. Would those crazy plush lips of hers and wet, tireless tongue continue down her body? The girl had certainly been frank about her desire of gettin' knuckle deep inside her. Santana was pretty sure that wasn't her wishful thinking talking, either.

When she finally felt Rachel's plush lips back on one of her hard nipples, the groan of relief was poignant, her hands tangling in the girl's long hair loosely. God she was wet. And fuck, she could not keep herself from picturing those lips much further down. "I bet you dream about licking me," she husked, making Rachel jerk suddenly in arousal and a surprised squeak muffle against her tit. Santana grinned lazily, eyes fluttering closed as she relaxed back into the pillows.

Another unsurprising thing: Rachel had a verbal kink.

She had known that, on some level, given how fucking soaked she could make the smaller girl with her words alone, but now that she was half naked and Rachel was actually on her?

So much better.

"I'm fucking dripping right now, Rach," continued the Cheerio. "You wanna feel, right? Stretch out my pussy with your fingers? Fuck me?"

The whimpers and moans against her skin were becoming desperate, along with Rachel's hips thrusting against air, searching for friction.

Slowly Santana took Rachel's left hand in her right, guiding it down her tensed abs, the toned muscles quivering under the touch, and pressing the singer's fingers against her denim covered center. "Squeeze," she commanded, moaning when Rachel's small hand did just that, making the rough material of her jeans rub against her silk covered pussy. "Mmmmm fuck," sighed the cheerleader, the hand in Rachel's hair tightening for a moment. "You wanna fuck my pussy, Rachel? Then you best start stripping me."

Rachel released the nipple from her lips with a wet pop, looking at Santana with wide, blown eyes and a deeply flushed face. She was panting, borderline breathless. The sight made Santana's heart squeeze and her clit throb.

With some effort on both their parts soon Santana was in nothing but her panties, with Rachel kneeling between her legs anxiously as the taller girl leisurely rubbed the wet spot in the center of the silk covering.

"S-Santana- Can I-"

"Not yet, babe," the Latina the interrupted, continuing to slowly stroke herself over her panties. "I want you to watch me touch myself. Watch closely…"

The swallow that Rachel made was audible, thick. Her hands on Santana's knees trembled, nostrils flaring as the smell of Santana's arousal filled them. Saliva gathered behind her lips, and she had to swallow again, an unbidden whimper coming up.

"Santana. Please," Rachel groaned, squeezing her thighs together and unable to look away as the other girl slipped her fingers inside of her panties with a pleased hissed.

"Please, what?" came the husky reply, Santana's head back against the pillows and eyes closed, completely relaxed, was in stark contrast to the singer practically vibrating between her thighs. When no answer was given, Santana opened one eye just enough to look at Rachel, flustered and panting. "What do you want to do to me, Rachel?" she asked, purred.

"T-touch you," the girl forced out.

"But you already are," Santana teased, referencing the nails digging into her thighs.

"Santana," groaned Rachel. And god how did the tables turn like this? the smaller girl wondered to herself. How could Santana still be in so much control when she was the one practically naked and Rachel was supposed to be fingering her?

Deciding that she had pushed Rachel enough - for now - Santana chuckled, slowly removing her fingers from herself and using them to beckon the girl forwards. Rachel's eyes were locked on the glistening wetness as she did so, mouth slightly parted, and gently Santana pressed the tips of her two fingers against Rachel's lips, raising an eyebrow.

To both their surprise, there was all of a second of hesitance before the singer's lips closed around the digits and sucked on them slowly.

God. Fucking. Damn, thought Santana. She worked her fingers inside Rachel's mouth slowly, before drawing them out and moving her hand back around Rachel's neck, gripping at the hair near the nape of her neck and tugging Rachel forward, less than an inch from Santana's own lips. "Make me cum, Rachel," Santana all but growled, nearly black eyes staring into Rachel's own wide, glazed over ones. "Show me how badly you want my cum all over your fingers."

Trembling, Rachel's head dipped. Her forehead pressed into Santana's, and, her tongue dipping out to swipe up the last taste of Santana lingering on her lip, she slid a hand up Santana's inner thigh, the other on Santana's knee taking most of her weight as her body shifted forward. Her eyes darted down only momentarily as her fingers hit silk, but they were quickly back up again, Rachel wanting to see the exact moment she touched Santana on the other girl's face. As her fingers stroked up the wet material to reach the waistband, Santana's eyes darkened even more, her facial muscles tightening.

Rachel bit her lip, inhaling sharply through her nose. That's Santana's… I can still taste it.

Santana's palm flexed behind her head, and Rachel took that as a nonverbal queue. Briefly sliding up the hot, soft skin of Santana's stomach, she rotated her wrist, straightening her fingers. An impulse had her moving up and forwards, pressing her mouth to Santana's as she wrapped her other arm around her, circling her shoulder, legs falling on either side of Santana's thigh before pushing her hand under Santana's panties.

The resulting guttural moan was hot in her mouth, Santana's head dropping back as she gasped in a deep breath; Rachel pressed her face into the side of her head, unable to stop her own involuntary noise as slick heat met the pads of her fingers, her middle and ring finger glancing against an already hard bundle of nerves. "O-oh," she sighed, heart fluttering in her chest as she slowly, gently rubbed up and down on either side of her clit, not daring to touch it directly yet, "Mnnn." Santana was so wet. Rachel had to stop herself from trapping her arm between their bodies, almost aching with the need to grind her own aching core against it.

Santana's fingernails abruptly burned into her naked lower back, the older girl's hand having shoved under her camisole. "Berry…" she hissed, thighs spreading under Rachel's body, a soft noise leaving her lips when she managed to dig her heels into her bed, pulling her hips forward just enough to tilt herself up; more wet heat and soft skin met Rachel's fingers as they slipped down, "God… Feel what you do to me."

"Ahuh…" Rachel answered thickly, mouth slack and eyes clenched shut as she flexed her arm, shoulder tight, her hand trembling as she slowly, incrementally pushed further down.

"It's all you," Santana started again, throat vibrating against Rachel's. She was able to tell how each new word made the other girl gasp. In fact, she could practically feel the reaction on her pussy. It was like the world's slowest fingering, but Santana couldn't make herself care. Each new brush and slide was exciting as hell. She lifted her chin, nuzzling the side of Rachel's cheek. "You feel so good, Rachel. Yes, just like that…" She breathed into Rachel's ear, "My pussy's so fucking wet because of you."

That made Rachel gasp, almost going limp. It also made her finally fully impact Santana's clit.

Santana moaned and jerked, her whole body tightening as she cupped the back of Rachel's head to pull her up, kissing her again. "Fuck, yes," she hissed against her mouth, "God, mmm…" Her thighs shifted, knees coming into contact with Rachel's hips, her hand along Rachel's lower back pulling her closer into her. "Bet you have all the experience with playing with yourself, but this is different, isn't it?" Her hand moved from Rachel's head, fingers stroking through her hair and trailing down her arm, stopping just above where Rachel's hand disappeared into her panties.

A gentle nudge reminded Rachel that she could move, and she swallowed, exhaling and nodding, her hand almost shaking under Santana's strong fingers as she tried to, at first, translate what she did to herself onto Santana's wet, swollen folds, as well as follow the internet guides, only to stop with a jerk when Santana tapped her wrist, whispering a sharp, low, "Thinking."

Rachel huffed, frowning at Santana, who in turn moved forward enough to peck the girl on the lips. "Come here," she chuckled kindly, guiding Rachel closer and angling the girl for a deeper kiss. "Do you wanna know what's so great about your lack of experience, baby?" Santana whispered between kisses.

Sliding out of Santana's underwear, Rachel tried pulling back, but the two hands in her hair held her firm.

"Shhh… It's because…" Santana nipped her lower lip, smiling into another kiss. "... You don't have bad habits. You can focus on learning just me."

As the younger girl relaxed her shoulders again, Santana nuzzled their noses together, before drawing them into another slow kiss. "It's up to you," she went on, "How you want me."

Slowly, Santana began shifting them, keeping Rachel distracted and malleable with soft kisses and seductive words. "Maybe… laying down…?"

The singer's breath hitched.

Santana moaned and rolled her hips a little. "Mmm, you'd like that, wouldn't you? Me on my back… Taking your fingers…"

"Oh my God…" groaned Rachel, her breaths coming in stilted gasps.

Then Rachel felt the cheerleader move away, and when she opened her eyes, not even having realized they had fluttered shut, she looked down. She was over Santana, straddling a single thigh, with the Cheerio on her back and smirking gently up at her, hands sliding down Rachel's straightened arms. "O- oh… How did you…"

Santana winked. "That's my secret. Now…" Taking Rachel's hand, Santana slowly began guiding it down her twitching abs, back to the top of her panties. "I believe you were in the middle of something… Something about… getting knuckle deep in my hot… wet… pussy?"

The flush on Rachel's cheeks could have passed for sunburn, her browns eyes wide and entire body shivering. "Santana," she whimpered.

The Cheerio took pity, leaning up a little to kiss her cheek. "Come on, Rach..." she husked, breath hot against the shell of Rachel's ear. "Put your fingers where I need them. Feel how much I want you."

Rachel did, situating herself slightly off to Santana's side and on her hip, slipping her fingers back under Santana's panties and, biting her lower lip, she couldn't hold back her own moan when two fingers easily slid between Santana's outer lips and grazed her clit.

"Fuck yes," moaned the cheerleader. "Good- Good. Yes, just like that, babe. Good girl. So good," she groaned in approval.

Rachel's hips jerked hard, her own covered center grinding down on Santana's strong thigh, and Jesus fuck, Santana realized, she's drenched. Even through her shorts and underwear!

In the back of her mind, Santana was the least surprised person in Lima that Rachel not only had a verbal kink, but also a praise kink. She also was now certain that if she wanted to, she could get the girl off with her voice alone.

But before she could start putting that into practice, Rachel's hand slipped further down, derailing her thoughts as pressure was suddenly exactly where she wanted it, the tips of the girl's fingers practically stroking along her entrance; Santana moaned, both hating and loving how her natural lubricant both made it so, so much better and so, so inexact as the other girl touched her.

And when Rachel's fingers finally pushed inside, slipping to the second knuckle easily, Santana gasped and rocked her hips up hard. "Fuck…" She clenched, and it was Rachel's turn to gasp, her movements stuttering and thighs squeezing the cheerleader's even tighter.

"Santana-"

"Keep going," the older girl growled, her hands going to Rachel's hair and moving the brunette's head up, teeth nipping at Rachel's lower lip. "I'm soaked for you, Rachel," she husked. "And if you keep teasing me like this, I might actually explode." A kiss, hard and heated, more teeth and tongue than anything. "So for the love of God start thrusting, and do not stop until I flip you over and make you ride my thigh."

By the time Santana was done speaking, still all growls and hot, gravelly words, Rachel herself felt like she might combust. She swallowed hard, buried her face against Santana's flushed neck, and obeyed.

It took a bit to find a rhythm, and a few awkward attempts at figuring out what to do with her other hand - using it as an anchor next to Santana's head won out, not to mention what was she supposed to do with her mouth? But finally, and with more than a little coaxing and verbal guidance, they fell into a steady back and forth, Santana's hips rolling into Rachel's thrusting fingers.

"Fuck fuck fuck," Santana still hand one hand tightly wound in Rachel's locks, the other clawing against the girl's camisole. Her thighs were tight around the girl's waist, teeth nipping and sucking at any bit of skin she could reach. It was making it nearly impossible for Rachel to focus, but it didn't seem to matter, because Santana started rocking up harder, gripping Rachel tighter and letting a slew of expletives ("God I can't wait to feel you on my fucking thigh,", "Fuck you're a fucking natural,") fall from her lips in between barely controlled bites.

Without any warning beyond Santana tightening her bodily hold even more, Rachel's fingers were halted, Santana's inner muscles contracting hard, milking the other girl's digits, and she let out a purely feral growl as she bit down, hard, into Rachel's shoulder over the strap of her camisole. Rachel whimpered and gasped, pushing her fingers as much as she could, trying to curl them, to do all the things she had read about on helping a woman ride out an orgasm even though her arm was getting sore and her wrist was definitely cramping.

It lasted several long seconds, every single one of them making Rachel feel hot and wet, her underwear ruined beyond saving and clothes suddenly feeling almost as constricting as Santana's arms and legs around her.

Then all the pressure relaxed, the Cheerio melting languidly into the mattress, teeth leaving their hold and nails dragging down Rachel's body to rest at Santana's side.

A slow, pleased smile worked its way across Santana's lips, and her eyes were dark and hooded. "Mmmmn…." she sighed, shuddering a little in aftershocks.

There was a beat, Rachel barely aware of the throb in her shoulder, and her arm, and-

"What did I tell you?"

Rachel blinked, coming back to herself and focusing on Santana's eyes. "W-what?"

The smile sharpened just a bit, and Rachel was suddenly reminded of where her fingers still were when the muscles clenched hard around them.

"I told you not to stop until I flipped you over, right?"

"I - Yes?"

Then her world was being turned up and over, her fingers very suddenly slipping out of the wet, pulsing heat, and Santana's thigh was right against her covered core. And just- how-?

The smaller teen panted, staring breathlessly up at the girl she had just given an orgasm to, for the very first time in her own life. Her two fingers were drying already, but every other part of her felt overly heated, wet, and filled with a large dose of being incredibly turned on.

Santana leaned down, kissing her slowly, sneaking a hand around Rachel's right wrist and bringing the fingers up to her lips. She moved back just enough to make sure Rachel was looking at her clearly, then brought the girl's fingers up closer, and slowly licked her arousal from them.

Rachel felt like she died. She must have died. This wouldn't have been happening if she was alive.

"Mmm…" Santana husked, her tongue slowly pulling away from Rachel's fingers, slipping back into her mouth to get the full taste of it, "Oh, I'm sorry. Did you want that?" Leaning back down, she smiled, stopping with her plump lips only millimeters from Rachel's. She waited.

Rachel whimpered, then whimpered again when Santana's thigh flexed against her. How was Santana so effortlessly sexy? Hesitating only a second, she closed the gap, moaning as Santana's tongue pushed between her lips. The kiss tasted like Santana and… Santana, and Rachel's fingers still in Santana's grip curled.

Pulling back from the slow, languid kiss, Santana grinned down at her. "I might get a big head, what with the way you seem to like how I taste."

Rachel blushed. "...Santana…" she groaned, wanting to cover her face, "I may be able to do things, and while I know being able to discuss sexual things is an empowering, not shameful thing, I have to admit I'm not ready to talk about… That."

Laughing, Santana nodded, dropping her head to give Rachel another, soft kiss. "We'll work on that mouth, yet," she winked, letting go of Rachel's wrist. As she did, she shifted atop Rachel, things moving just so, and suddenly Rachel realized Santana's naked breasts were still there. On her. Only thin fabric away from her own tingling skin. Oh goodness if I just look down, they'll be there! And if she surreptitiously pulled her own camisole down… Or the movement Santana was making shifted things even more...

"Oh, I'm likin' that look on your face. Spill."

Realizing her eyes had been focused on Santana's forehead, her breathing having been speeding up as she tried to feel as much of Santana as she could without moving herself, her core on fire from the constant pressure, Rachel snapped her eyes back down. "Sp-spill?" Her voice was high.

Dark eyes twinkled at her. "Mm?" Santana raised her eyebrows. "All over my thigh?" She ground down.

Gasping, Rachel moaned, her hands coming up to grasp and scrabble at Santana's hips, fingers sliding along the silk and burning hot skin. Then, when Santana rolled her hips again, Rachel's hands slid up along her back and sides, her core squeezing from both the sensations against it and the feeling of the cheerleader's muscles moving under her skin. She was strong, stronger than she looked, and looking down at Rachel like she didn't want to be anywhere else, solid on top of her.

Rachel, who had been on edge since the beginning, could barely breathe, everything so hot and wet between her legs, her pulse pounding and throbbing with each thrust of Santana's thigh.

"Is that what you want, Sweetberry?' Santana husked into her ear, rubbing her cheek along Rachel's, arching up and grinding down into her, nuzzling Rachel when she gasped, throwing her head back. "For me to rub you off like this? Get so fucking wet that you soak my leg? Mmm, I love having you gasp under me like this."

Rachel's fingers were shaking as she dug them into Santana's naked back, her abs straining as she fought against humping up into the other girl. She wanted to. But in the way Santana was manipulating her body, having her feel what she wanted her to feel, she figured Santana would stop her. She gasped, almost cumming when Santana's teeth abruptly clamped down onto her shoulder.

"I can already feel you, you know," Santana husked, kissing the sting of her latest bite away, her hand coming up to cup, squeeze Rachel's breast, eliciting another breathy moan, "You're so wet that it practically splashes each time I…" She rocked forward, illustrating her words, "Thrust against you."

Thrust. The moan Rachel let out was obscene, her core clenching, Santana's hand sliding down her body and pressing down, her fingers spreading on Rachel's belly harshly stopping her from humping up.

"Thrust?" Pushing up, looking down at Rachel, Santana smirked, a slow, long thing, Rachel crying out when she made another, lingering grind. "Mmm, you like that word.

"Don't you?" the cheerleader continued, rolling Rachel's nipple between her fingers, shifting onto her right forearm, her soaked core pressing into the rolled up waistband of Rachel's shorts. Leaning down, she sucked Rachel's lower lip into her mouth, chest pressing into Rachel's heaving sternum, Rachel keening into her mouth when Santana's thigh slid downwards, eliciting another gush and clench of her inner muscles. "Tell me, Rachel," she whispered, almost wild, her lips hard and smirking against Rachel's, dark eyes bright, "Tell me what about that word makes you so desperate, so… Reactive."

Rachel whimpered. How could she say what that word invoked? Santana's lean, hard thigh… So devastating against her by itself. But superimposed with flashes of… Rachel moaned, her eyes flying open as strong fingers tweaked her erect nipple, rough and effective through her camisole. Heat followed the action, and she gasped, moaning again when Santana repeated the motion, using her thumb to soothe it as she waited for an answer.

"I…" Rachel had to swallow, another gasp leaving her throat when Santana rolled her palm, the smirk on her face showing she had no compunction about making it as difficult for Rachel to answer as she could.

"Is it because you're thinking about me thrusting inside you? Mmm, too bad we're not going to do that," Santana laughed, abruptly pulling away, both from her breast and between her legs, Rachel letting out a moan of loss before she could stop herself. Sitting up, and leaning over Rachel, Santana smiled down at her. Her breasts were proudly on display, and Rachel couldn't look away. She tried to move her gaze back up to the cheerleader's dimples... But it didn't work.

Santana looked at Rachel. The girl was panting, thick and fast, her hands sweating and scrabbling at her back, eyes so dark as her chest heaved; under her, her legs were trembling, splayed, and Santana could smell the scent of sex clinging heavily to her thigh. Seeing where the younger girl's eyes were focused, she smirked, her heart flipping in her chest. Rachel was beautiful. Needing, and hot, and so beautiful. Because of her.

Rachel, finally, managed a few deep breaths, pulling Santana's lips down to her own, forcing her eyes to close. She focused on kissing the older girl, relieved that Santana seemed more than willing to comply with at least this, and tried to subtly shift herself in a way that let her start grinding on the cheerleader's thigh again.

The distraction worked for all of a few blissful seconds, but the moment Rachel managed to get just the barest hint of friction, Santana moved back, lifting herself up, grinning down at the desperate singer under her.

Rachel groaned, "Santana, please!"

"It is so, so sexy when you start begging…" teased the other girl, her grin shifting to a small smirk.

"Santana!"

"Fine! Fine," Santana laughed, dropping her weight more firmly to Rachel's body, pressing her thigh hard between her legs and leaning in without warning to nip at the apex between Rachel's neck and shoulders.

The suddenness had Rachel jerking and gasping, her hands trying to find purchase on the cheerleader's bare back and her legs spreading wider, hips canting up for more.

Santana rocked forward. "So… What about me… Thrusting… Into you do you like?"

Rachel could have died. She had thought, hoped, Santana had decided to drop it. Then, another firm press against her core, made her actually squeak. "C-can we just- Santana I swear to God- Ooh!"

Santana hummed against Rachel's salty skin, nipping again, then soothed the quickly forming bruise with her tongue before moving to another patch of exposed skin to do the same. She began rolling her hips more, keeping the friction near constant against Rachel's soaked, covered center, but refused to let the subject die. "You know," she started, her own breaths becoming shallow pants as she felt - physically felt- how worked over Rachel was getting, "I have a few… toys you might like."

"Oh God!"

"You want that, don't you Rachel? Feeling me in you, thrusting like this?"

She bit a little harder, sucking at the skin and shuddering as nails scratched down her spine. Her bare thigh was damp with the singer's arousal, and the room was filled with the girl's moaning and panting. When Santana leaned up, she was met with glossy eyes and trembling lips, a forehead glistening with sweat and muscles twitching. She had teased enough, she supposed. As hot as it was - and God was it hot- to keep Rachel teetering on the edge like this, she could still remember in detail how she looked when she came.

And she wanted to see it again.

"Do you trust me?" she whispered, shifting so she was a hair's breadth from Rachel's ear as she spoke.

The shorter girl nodded vehemently, eyes wide and chest heaving.

"Good… Turn around."

"W-what?"

Santana moved back, setting her hands on Rachel's hips and encouraging her to turn over. "Turn over."

"S-Santana, I don't think… I don't think I can handle more teasing."

The Cheerio chuckled, tugging on Rachel's hips again. "I know. S'why I'm about to get you off. But you have to turn over."

Rachel did so, shakily, hands grasping the sheets. She shivered as Santana once again settled over her, the girl's hands flat on either side of Rachel's ribcage and her thigh pressing back between her legs. Oh my God, Rachel thought, eyes slamming shut as her inner muscles clenched hard with the realization of what Santana meant to do.

She felt hot breath on her cheek.

"Mmm… Yeah, you got the idea… Now use your imagination, baby… M'about to ride you…"

With no other warning, Santana pushed her knee against Rachel's core, grinding down. She canted back, then down again, over and over, setting a hard, relentless pace. Beneath her Rachel squirmed and moaned, her own hips pushing back and trying to keep up with Santana's rhythm. Her mind was a flurry of images, sensations. Santana above her, surrounding her, knee hitting her clit almost perfectly every single time over her utterly ruined shorts and panties. Heat was coiling in the pit of her stomach, unbearably so. She was so close. If she could just- just something-

Teeth met skin as Santana bit down and pressed hard; she forced Rachel's body firmly against the bed, and Rachel swore that she growled.

The singer was coming undone almost before she could even realize what was happening. Screaming, practically sobbing as her whole body seized up, she jerked, and jerked again as Santana's knee moved, the older girl continuing to rub her as she kept her weight on Rachel, keeping her down. Everything was squeezing and gushing, Santana panting over her, her husky whispers somehow cutting through the blood rushing through Rachel's ears, murmuring accolades and praises even as she urged Rachel to cum, again, and with every word Rachel shook, cumming harder. It was like everything broke inside her, all the tension and passion, and it burned and roared and coiled and rubbed and Santana's mouth was hot and sharp against her neck again and she shook and shook and shook and - -

Groggily, Rachel felt herself moving, being picked up and turned over, warm skin under her ear as Santana half-cradled her, her hands brushing Rachel's sweat-stained bangs from her forehead. Santana's heart was loud in her rib cage, and Rachel exhaled, feeling so weak and noodly, sparks of residual pleasure washing through her as her legs shifted, absolutely sticky and wet.

"You're back," Santana whispered, sounding so proud and affectionate, pressing a lingering kiss to her forehead.

"...What?" Rachel managed, sighing and swallowing, her mouth having been full of so much saliva.

A low chuckle vibrated under her ear. "Guess you got too stimulated," Santana answered, reaching behind them to find a pillow, easing it under Rachel's head. "I was a bit mean, pullin' out the big positions, but you were a good girl." Gentle fingers stroked along Rachel's bare upper arm, "You deserved it."

Rachel mumbled something sleepily, feeling so wonderfully sated. Santana had made her feel so, so good. It was almost magic.

Santana's arm settled over her body, lean hips moving in close to nestle against Rachel's ass, and Santana brushed her lips along the crown of Rachel's head. "Prolly time to get some sleep, Berrylicious."

"Mmhm, okay…" Rachel nodded, somehow finding Santana's hand and clumsily lacing their fingers together, over her hip, "Thank… Thank you. And… And San…?"

Shifting behind her, Santana made a wordless sound of acknowledgment.

Rachel yawned, smiling. "Before… Before you think… That wasn't too much."

There was a pause, and then Santana squeezed their laced hands. "Yeah?" she asked, her voice thick and a little relieved, Rachel only barely catching it.

Nodding, her eyes having already been long closed, Rachel relaxed into Santana's warm, near-naked body, let out another residual satisfied noise, and sank into the sleep dragging down her heavy, after-glow infused bones.