Warning: Pure smut.

Based off this prompt from the Glee Kink Meme: Brittany and Santana are in 8th grade and they shower together at a sleepover. Santana is a little ashamed of her changing body but is intrigued by Brittany who is still developing but is already really, really pretty. They've kissed before, to practice for boys but have never done anything besides just kissing.
Brittany has no qualms about her body & walking around naked so when they're lying on the bed, talking, Santana can no longer resist and asks if she can touch Brittany's body. Brittany agrees and lets Santana explore her body. Very gentle first time.

Feedback is greatly appreciated.

Santana and Brittany burst into Santana's room, still giggling wildly. It was a typical Saturday night for the girls, both only thirteen years old. Almost every weekend they would have a sleep over at one of their houses, and tonight Brittany had insisted that they make brownies, which of course turned into a war, ingredients being thrown across the kitchen, their loud giggles encompassing the house. When Santana's mother had walked in, she was not at all amused to see the state of the kitchen and immediately ordered the two girls upstairs to clean up and get to bed. As soon as the girls had made it upstairs they broke into another fit of uncontrollable laughter.

"Ugh, I'm all sticky and gross now" groaned Santana once her laughter had died down. "I really need a shower."

"Me first!" yelled Brittany enthusiastically, running into Santana's adjoining bathroom.

Santana groaned once again. "Come on, Britt, that's not fair" she whined, approaching the bathroom as well. "I don't want to sit out here all covered in gunk until you're done." She reached the doorway to the bathroom and peered inside at Brittany, who had her back turned to Santana and was in the process of taking her shirt off. Santana immediately glanced down at the tile floor and blushed.

Brittany turned to face Santana, now only clad in her bra and shorts. "I don't want to wait either" she pouted. "Want to just take one together? That way we both go first" Brittany grinned widely at her idea.

Santana immediately felt flustered. "I-I don't know, B" she stuttered.

It wasn't like they hadn't seen each other undressed before. They had gym class together so they had seen each other in the showers on several occasions. But something had changed once Santana had hit puberty. Suddenly she was ashamed of her changing body. She felt awkward and ungraceful. And Brittany was just…Brittany. Brittany had been taking dance classes ever since the third grade and it could be seen in every movement she made. Where Santana was awkward, Brittany was elegant, her long legs carrying her gracefully and smoothly. Santana felt inadequate and self-conscious, nervous about Brittany seeing her pubescent body.

"Come on, San, this way we'll be done way faster" continued Brittany. "Pleeeaaasseeee?" she whined, clasping her hands together as if she were begging Santana.

Santana couldn't suppress the smile that appeared on her lips, despite her nervousness. She rolled her eyes playfully. "Okay, fine, B. You win" she replied, feigning reluctance.

Brittany jumped up and down happily, a wide grin across her face. "Yay! I told you this was a good idea."

Santana smiled again. Her best friend was so goofy sometimes. "I'll get some towels" she said, turning to reach into the linen closet and retrieve two towels for them both. When she turned back around, towels in hand, she froze. Brittany was bent over, in the process of removing her shorts. Santana felt a flush run across her skin.

Brittany really was beautiful. Her body was slim, yet muscular, her years of rigorous dancing obvious. She stepped out of her shorts only to reach up once again and pull at her panties. Santana glanced away with a blush, only to feel herself looking up once again as Brittany reached behind her back to unclasp her bra. Brittany threw the bra aside into the pile where her other clothes had gathered, and stepped into the shower, turning on the water and sticking her hand out to test the temperature. As she waited for the water to reach a comfortable temperature she glanced over at Santana.

"Come on, San, get in" she called to Santana.

Santana felt nervous again. She nodded, not wanting to make her self-consciousness obvious. She brought her hands to the hem of her shirt and took a deep breath, preparing herself. She finally pulled the shirt up over her and then reached down to remove her bottom layers. She unclasped her bra swiftly before walking over to Brittany and stepping into the shower. Santana stood on the opposite end of the shower, too nervous to get too close to Brittany. Brittany stood with her back to her, still fussing with the temperature controls. When she finally seemed pleased, she turned around and faced Santana. Santana glanced down nervously.

"Come here and get under the water, silly" said Brittany, reaching out to grab Santana's wrist and pull her closer.

Santana's eyes widened as she stumbled forward, closer to the blonde. Brittany reached forward, tangling her hands in Santana's hair as the water cascaded down and began to soak her body. Santana could feel her heart drumming wildly. She had never been this close to her Brittany.

I mean, the two had kissed before. But they were practicing for boys. It was what all best friends did, after all. Santana certainly wasn't going to go around kissing boys without knowing what she was doing. But here, standing naked in the shower, her body a mere inches away from her best friend, who was currently running her fingers through her hair gently, Santana felt her body heat up.

Brittany untangled her fingers from the brunette's hair with a smile before turning around and reaching for the shampoo bottle. The two finished showering, Santana flustered and nervous, and Brittany happily oblivious to the tension. When they had stepped out of the shower and dried off, Santana reached over to her clean clothes on the sink and began to dress herself. Brittany, however, made a beeline for Santana's bed. Santana finished dressing herself before walking back into the bedroom and standing at the edge of the bed where Brittany was now laying.

"Britt, what are you doing?" asked Santana.

"I'm going to sleep, San. Come lay down" replied Brittany, sleep evident in her voice.

"Aren't you, like, gonna get dressed first?" Santana asked hesistantly.

Brittany had her eyes closed as she shook her head stubbornly. "Too tired."

Santana stood there for another moment, debating what she should do, before finally pulling the covers up and sliding into bed next to her best friend. Brittany was laying out on her back, the covers reaching only up to her midsection. Santana lay on her side, facing the blonde, as she stared at the girl.

Santana was in awe of Brittany. She couldn't understand how the blonde could be so comfortable with herself, so at ease. And she also couldn't believe how beautiful she was. Santana let her eyes roam over the other girl's body. Her small breasts were quickly growing in, pink nipples hardened by the cold bedroom air. Her stomach was flat and creamy, light traces of developing muscles evident with each intake of breath. Santana let her gaze linger on Brittany's body a little longer before glancing back up to her face, only to find Brittany's deep blue eyes staring back at her curiously.

"What're you looking at, San?" asked Brittany curiously.

Santana was blushing furiously, now staring down at her own hands. "I — Nothing, B" she said dismissively, hoping the blonde wouldn't ask her again.

"Nuh-uh, you're lying. What is it, Santana?"

The brunette looked into Brittany's eyes and saw the determination they held. Santana knew Brittany was not planning on giving up. She glanced back down at her hands nervously.

"I – It's just that – You're so beautiful, B" Santana stuttered, blushing once again.

Brittany's face lit up as she smiled widely. "You think so?"

Santana looked back to Brittany's eyes. "Really, Britt. I wish I looked like you."

Brittany furrowed her brow before replying. "What do you mean? You're super pretty, San."

Santana couldn't hold back the smile that played across her lips at the compliment. "Thanks, B. But you're way prettier. You already have abs and everything" she said, her eyes glancing down at the blonde's stomach to emphasize her point.

Brittany chuckled lightly. "That's just because I dance. You'll have abs too by next year when we join the Cheerios."

Santana nodded slightly. "I guess you're right" she conceded. Her eyes returned to Brittany's stomach before glancing back up at her face. She couldn't resist any longer. "I – Would it be okay if I touched them?"

Brittany's blue eyes pierced Santana's brown ones as she simply nodded in response. Santana swallowed loudly as she took in Brittany's exposed stomach. She hesitantly reached over with her right hand and gently touched the exposed skin. She heard Brittany's breath hitch ever so slightly at the contact. Santana slowly worked up her nerve as she gently ran her fingertips across the blonde's abs.

Brittany concentrated on keeping her breathing steady as she watched Santana's hand make aimless patterns across her bare midsection. The brunette slowly grew bolder, her handing dipping as low as Brittany's waist and then reaching as high up as her sternum. She glanced up at Brittany once again.

"Is this okay?" she asked cautiously, her voice almost a whisper, as her hand moved up even higher and barely brushed against the underside of her right breast.

Brittany's eyes fluttered closed for a second at the feeling of Santana's fingertips brushing along her breast. She nodded quickly, granting Santana permission to continue her exploration.

Santana moved her hand higher up Brittany's body and lightly cupped her right breast. She felt Brittany arch her back slightly, pushing herself into Santana's hand. Santana felt a rush of heat between her legs as she felt Brittany's nipple harden against her palm. She squeezed the small breast gently and kneaded it briefly before taking a second to flick her fingertip against the nipple. Brittany inhaled sharply at the sensation and Santana mirrored the actions on her left breast.

Santana moved her hand back down Brittany's stomach, not stopping until she reached a patch of neatly trimmed blonde curls. Brittany parted her legs slightly at the sensation, staring down at the path that Santana's hand was taking.

Brittany's breathing became heavier as she tried her hardest to prevent the moan from escaping her throat as Santana spread her folds slightly. Santana was in awe of the heat radiating from the blonde's core and gasped at the wetness she found there. Brittany, however, could no longer hold back the moan as Santana moved her hand upward, rubbing her clit lightly.

Hearing the moan, Santana glanced back up at Brittany, her back arched and her eyes fluttering closed. The brunette had never seen anything so beautiful before. She took Brittany's moan as a good sign and worked up her nerve as she lowered herself to the blonde's midsection and kissed her there gently.

Brittany's eyes shot open at the feeling of lips on her stomach and she looked down at her best friend. Santana continued trailing kisses across the blonde's stomach when she felt fingers pulling at her chin. She lifted her head to see Brittany pulling her up her body and closer to her face.

"Is it okay if I kiss you?" asked Brittany a little breathlessly.

Santana could only nod in return as her best friend brought her closer, their lips brushing. Although they had kissed before, this time was completely different. This time Brittany was naked and Santana's hand was between her legs. This time Santana's hand had just finished roaming every inch of Brittany's body. This time neither of them was thinking about boys.

Santana moaned as she felt Brittany's tongue graze across her bottom lip. She opened her mouth, allowing Brittany's tongue to enter her mouth and reciprocating the act with her own. Santana removed her hand from between Brittany's legs, which received a slight whimper of protest from the blonde. She ran her hand up Brittany's side before stopping at her breast, cupping it and kneading it. She took a moment to squeeze the hardened nipple, eliciting a moan from Brittany.

Santana broke the kiss and trailed her mouth down her best friend's neck. She sucked lightly on the sensitive there as Brittany tilted her head to the side to allow the brunette better access. Santana continued her trailed downward, placing kisses along the way. She stopped at Brittany's right breast and placed a kiss on the erect nipple. She then darted her tongue out to flick across the sensitive bud before sucking it into her mouth.

"God, San, that feels so good" gasped Brittany breathlessly.

Santana smiled around Brittany's nipple before moving onto to her left breast, repeating her actions. Brittany tangled her fingers in brown hair and tugged Santana back up to connect their lips in a heated kiss.

Brittany pulled away first. "Take your clothes off, Santana. I want to see you."

Santana tensed up, nervous all over again about Brittany seeing her inadequate body. Brittany sensed Santana's fear and cupped the brunette's face so she could look directly into her eyes.

"It's okay, San. Don't be nervous."

Brittany reached down to the hem of Santana's shirt and pulled up gently. Despite the brunette's nervousness, she relaxed slightly and lifted her arms, allowing the blonde to remove her shirt.

Santana's braless breasts were now visible and she felt completely exposed. She rushed to cross her arms across her chest and cover herself, but Brittany stopped her and pulled her arms away.

"Don't" Brittany said quietly. "You're beautiful."

Hearing Brittany's words and feeling more confident, Santana allowed Brittany to uncover her chest. Brittany stared down at Santana's breasts and licked her now dry lips. She leaned down and placed kisses across Santana's collar bone before lowering her mouth to the tan breasts and seeking out the quickly hardening nipples, just as Santana had done to her moments before. Santana arched her back and tangled her hands in blonde hair, holding her in place. Brittany trailed her fingers down Santana's body, hooking her fingers in the brunette's shorts and tugging.

Santana understood the wordless request and lifted her body up so that Brittany could take her shorts and panties down in one motion. Brittany lifted her face back to Santana's and kissed her lightly before trailing her fingers down to Santana's center. Her fingers found Santana's clit and she rubbed at it lightly.

Santana gasped as Brittany fingered her sensitive nub and reached over to place her hand between the blonde's legs and return the motion. She felt Brittany gasp and her touch became firmer.

"Right there" the blonde gasped.

"Come on, B, harder" replied Santana.

Both girls finally managed to develop a rhythm, firmly rubbing circles around each other's sensitive nubs, hips rocking in sync. Their breathing was coming in quick, short gasps as their actions picked up speed. Santana captured Brittany's lips, swallowing her moans. She moved her hand from Brittany's clit, eliciting a whimper of complaint from the blonde. She lowered her fingers and spread Brittany's folds, gathering wetness on her fingertips, before entering her with a single finger.

"Fuck. Santana!" Brittany cried out at the intrusion.

Santana continued rubbing Brittany's clit with her thumb as she increased the pace of her index finger entering the blonde's core.

Brittany returned the actions, causing Santana to moan loudly and throw her head back. Both girls were quickly approaching their climax and their movements became wild and jerky.

With a firm flick at her clit, Brittany came undone with a shout of Santana's name. Santana's orgasm followed quickly as she repeated Brittany's name.

The girls pulled their hands away and Santana rolled onto her back, breathing heavily, as she came down from her orgasm. Brittany turned into her and cuddled her side.

"I really liked that" Brittany drew out, smiling lazily.

Santana returned a small smile and wrapped her arms around her best friend. "Yeah, B. I liked it too."