A/N Thanks for the comments - they're very much appreciated. This beginning of this story does have quite a bit of Pezberry but Finn will make an appearance in the next couple of chapters so please be patient with me - it really is a Finchel fic but I quite like the dynamic between Rachel & santana so it's taking a little more focus just now.

Disclaimer: Don't own Glee - just filling time til season 3 :)

Chapter 3 – Lesson one

At 4.23 pm that afternoon, Santana Lopez fronted up to Rachel Berry's modest suburban home on the lower side of Lima Heights. Her own house was only a couple of blocks away and she could have actually been there way closer to the 4pm that Rachel had requested but she'd never been that obliging. Besides that she kind of needed a little bit of time to actually think about this. She'd always been a 'fly by the seat of her pants' kind of girl but she needed a strategy if she was going to get maximum value out of this ridiculous proposition. If there was one thing she did like about Rachel Berry (besides her hot ass), it was the outrageous reactions she always managed to get from her. Shocking her was almost too easy, but still plenty enjoyable, and this ridiculous idea of Rachel's just opened up so many opportunities.

Rachel answered the door almost before she even knocked, making Santana think she must have been eagerly watching for her arrival.

"I'm so glad you came Santana," she said in that bossy tone that drove the other girl insane as she dragged her inside. Santana said nothing, merely rolled her eyes as Rachel continued to talk.

"I've taken the opportunity of preparing some materials to assist us which you may care to peruse."

Santana looked down at the bundle of laminated sheets that were suddenly thrust into her hand, almost dropping them as she looked in horror at what was on them. Scientific drawings of the male and female anatomy where clearly illustrated with Latin text labelling of the important parts. Dear God, she thought, only Rachel Berry would go to the science textbook to learn about sex.

"In the meantime can I offer you some refreshment?" Rachel continued, " I've prepared myself a herbal tea to relax me, it may help the process a little…."

"Do you have any scotch?" Santana muttered under breath as she threw the laminates carelessly on the kitchen counter.

Rachel's jaw dropped. "Ok you are not getting trashed on my father's liquor supply. We have work to do and I believe we both need our faculties if we are going to get through this…."

"Chillax Berry," Santana scoffed leaning casually against the counter eyeing her companion up and down. "This is not some science project and we ain't working to a deadline."

Rachel nodded a little uncertainly, bowed but undeterred. "Ok, I thought some diagrams might help, I know we've covered most of it personal development classes but you know a refresher is always constructive…."

Santana didn't reply, instead went to the fridge, pulled a beer and popped the top, taking a long swig as she held Rachel's eye. The other girls jaw dropped in shock and Santana could practically see the horrified thoughts racing through her mind. Just as Rachel opened her mouth to protest the liberty that had been taken, Santana raised her hand as a warning not to speak and for once Rachel took heed, merely closing her mouth in a thin line of disapproval, her mutinous look telling Santana clearly that she was losing patience.

"Ok," Santana began taking another long swig of beer as she pushed off the counter and got up close to Rachel pointing a finger into her chest. "This is how this is going to go. I talk and you shut the hell up. No diagrams, no arguments, no protests about my methods – okay?"

Rachel nodded silently, now looking somewhat intimidated.

"Good," the other girl replied backing off a little as she looked Rachel up and down and slowly licked her lips. "Ok let's start in your bedroom – I need to see what I'm working with here."

Santana sauntered out of the kitchen heading down the corridor where she presumed the bedrooms lay. Rachel followed nervously, now more than a little uncertain of the wisdom of engaging Santana Lopez in any kind of advisory capacity. And if she wasn't mistaken, the last look she'd thrown her had been a little…predatory?

"Oh…My…Fucking ….God!" Santana stated as she stopped dead in the doorway of Rachel's room. "Well it's no wonder…"

"No wonder what?" Rachel replied somewhat affronted.

"No wonder you called in my expert services," she replied dryly turning to stare at Rachel as she held a hand out toward the room in front of them. "OK first rule of sex? You've got to feel sexy to feel comfortable doing it, and if you and lover boy have been trying to get your mac on in this patchwork and plush toy kingdom I'm not surprised you've been coming up short. I mean by the time you two wade through the army of care bear's staking out the bed I'm not surprised you're losing that loving feeling. Seriously - how old are you?" Santana asked rhetorically.

"Uh…16?" Rachel squeaked.

"Going on 5…" Santana muttered strolling around the room before laying casually back on the bed an arm behind her head as she crossed her legs comfortably.

Rachel merely stood in the doorway unsure what to do. Santana was giving her that look again and she was starting to get a little uncomfortable.

"Next up - personal stylings – show me what you got Berry," Santana said nodding towards her.

"I'm sorry?" Rachel asked confused.

"Show me what you got – I needs to see what's hiding under those ridiculous toddler clothes. You needs to get your personal sexual ambience happening if you're gonna start feeling it baby and I need to know what I'm working with so I can plan."

Rachel's eyes widened and Santana had to work hard to suppress her amusement at the reaction she'd gotten.

"I am not stripping to my underwear in front of you Santana." Rachel stated, her eyes narrowing as she looked at the other girl suspiciously. "This is not just some ploy to seduce me is it? If it is you may as well give up now because I am here to learn how to improve my relationship with Finn, not have sex with you."

Santana snorted and rolled her eyes pushing herself up off the bed to come and stand directly in front of the other girl. Leaning forward until her face was mere inches from Rachel's she spoke slowly as she looked her up and down. "For the record man-hands – If I was trying to seduce you you'd be flat on your back already screaming my name. So don't get your panties in a twist, just show me where you keep 'em…."

Rachel sputtered in outrage as Santana meandered about the room randomly opening drawers.

"Santana!" She yelled following her and slamming the drawers as she opened each one. "This is a gross invasion of my privacy."

The other girl turned to her and laughed. "And you thought inviting me to be your personal sex therapist wasn't going to end up with me knowing your private business inside out? Honey you are seriously deluded."

"Fine!" Rachel squeaked, "I'll show you my underwear."

"Now we're getting somewhere!" she exclaimed throwing herself back on the bed comfortably. "You know it's nothing I haven't seen before treasure trail, and if it makes you feel any better I'll show you mine first?"

"That won't be necessary," Rachel replied her tone clipped. "Let's just get this over with." And with that she disappeared into the bathroom re-emerging moments later wearing a neck to knee robe pulled tightly about her. Santana had to make a real effort to remove the amused smirk from her face about how wound up she'd managed to get the small diva.

"Open up," she said slowly with an encouraging look on her face. When Rachel just stood there with a mutinous look on her face Santana rolled her eyes and pulled herself to the edge of the bed as if she was going to do it herself. Rachel backed up into the dresser and Santana sat smirking on the edge of the bed. "Seriously Berry if you are this frigid with Finn we have a loooooong road ahead of us."

Rachel looked up and met her eye with a conflicted expression and what looked like the start of tears. For a brief instant Santana felt sorry for her. She'd hit a real nerve with that last one and for possibly the first time in her life she backed off. It must have taken some guts for the other girl to not only admit she had a problem but to come to her sworn enemy and ask for help.

"Rachel," she said gently looking her in the eye, "I am not going to eat you."

"You are laughing at me though…"

"There's gotta be something in it for me," she replied rolling her eyes as she leant back on her hands before looking her companion in the eye. "Look, even though I'm getting my kicks out of this I promise that I will help you."

"You will?" Rachel said hopefully.

Santana nodded and patted the bed beside her. Rachel took a seat, her hands twisting nervously in the folds of the robe. "That's the first time you've actually used my name you know…" she said quietly.

"Yeah? well don't tell anyone," Santana replied nudging her gently, "I have a rep to maintain."

Rachel smiled, wiping a tear from her cheek. They sat in silence for a long minute before Santana spoke again.

"Let me ask you a question - Why do you want to have sex?"

"Well Finn and I are together again and this time we're going to make it last. I love him and I feel that we've reached the point in our relationship when we can make a deeper connection through physical intimacy."

"Ok," Santana said frowning, "let me rephrase that. What are you expecting to get out of sex."

"I….I want to work on our relationship. I mean we're much closer now than when we were together last year and we've made a commitment to each other so I feel like we should back that up by giving each other something of ourselves."

"Ok not to burst your bubble here Berry but I think you know Finn already gave me his and it wasn't that great a prize."

"I know that Santana," Rachel said meeting her eye, "but I still want that special connection with him even if I'm not his first."

Santana sighed, leaning back a little as she considered her words. "You know what? You need to stop idealising sex and keep it real. When you don't know what you're doing sex is messy and uncomfortable and it hurts, especially the first time. If it's just about gluing a relationship together you're coming at it all wrong. Yeah sex can make things better and give you that special bond but you've gotta have the rest going on first."

"I feel like we have that though, and…and I know I'm ready…" Rachel said

Santana nodded looking at the other girl doubtfully. "You know what? I don't think you are." Rachel frowned at her but she continued on. "If you can't stand in front of me and show me your underwear how are you going to feel being naked with a guy? You need to get comfortable with your own body before you try anything with someone elses."

Rachel pondered this before nodding, her eyes on the hands that fidgeted in her lap before she suddenly leapt up and stood in front of the other girl. With her eyes on the ceiling and a determined expression on her face she quickly unbelted the robe and pulled it aside leaving her exposed to the other girls perusal. Santana let out a snort of laughter as she took in the mutinous expression on Rachel's face that was also tinged liberally with a bright red blush of embarrassment.

A second later and Rachel's hands dropped to her hips in anger, her eyes automatically meeting the other girl's, all embarrassment now gone. "We can't all look like cheerleaders Santana…"

"Got that right stubbles, but Frankenteens no Tom Brady either." Santana raised an eyebrow in challenge before deliberately dropping her eyes from Rachel's face to peruse what the other girl had been hiding. "Woah…" she muttered obviously stunned, "Fuck me Berry…."

"No thankyou," She replied primly at which Santana snorted with laughter again. "Look I know my underwear is a little out of date but there is no need to be rude. You did say I need to be comfortable in my own body and this is NOT helping."

"Seriously Berry that's not what I meant." Santana replied laughing. "Babe, you've been holding out. I mean yeah, you're underwear looks like it came from the kiddy section of Target and you're still wearing a pre-teen training bra but your body is totally smokin'."


"Yeah, you're like a total freak of nature – who would have thought a midget could have legs that long."

Rachel rolled her eyes at the other girl. "Ok I totally walked into that one. Do you ever say anything nice?"

"What? I just did." Santana replied defensively. "What do you want me to say? That if I was a dude I'd have a major boner right now?"

"God no! That's so crass – the thought of inciting an erection in a random male does not make me feel comfortable in my sexuality..."

"Well if it makes you feel any better," Santana shrugged, "I think I just left a wet spot on your bedspread…."

"Ewwwwww…." Rachel squealed in horror.

By this stage Santana was rolling on the bed in laughter at the other girl's reactions although she thought she was beginning to detect a hint of a smile. More importantly though was the fact that Rachel had been standing in her underwear for the last five minutes without a hint of embarrassment. That was progress.

Wiping her eyes of the tears of amusement she contained herself long enough to sit up on the edge of the bed again. Rachel stood there patiently a slight smile on her face and hands still on hips holding the robe aside. Strangely, and despite all Santana's teasing, she now felt quite comfortable standing exposed before her. The Latina was nothing if not honest and her obtuse compliment did wonders for her confidence. Her methods were unorthodox but they seemed to be working.

"Ok so are we done now?" she said eventually.

"Almost," Santana replied standing up and taking a step towards Rachel. Before the other girl had a chance to react she'd hooked a finger in the top of her panties and pulled them forward, looking down at what lay inside.

"Santana!" Rachel shrieked slapping her hand away.

"huh…no treasure trail either. Who'd have thought…." The other girl replied as she sauntered out of the room.

Rachel looked at the ceiling, stamped her foot and emitted a restrained scream before belting the robe and following her out. For some reason she had a strange feeling that things were going to get a lot worse before they got better.

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