A/N: Just a smutty oneshot, written for the Rachel Berry smutfest that's going on on tumblr. (Hopefully) many authors trying to give Rachel a better first time than with Finn - rewriting canon aso ;)

At first I was unsure what Rachel pairing I wanted to write but in the end I just tried to imagine what first time I would want if I was in her position ;p .. *coughs* This takes place in 3.05, based on the little faberritana bits we've seen in the promo.

"I'm also thinking you should wait... Finn is terrible in bed."

Rachel and Quinn were giving Santana a weird look. Brittany just nodded, smiling.

"I'm serious, Berry..." she continued, looking down on her knees to avoid everyone's gaze, her voice more serious. "...if I had the chance to turn back time, I would. I'd do many things differently... and wait for a person who was actually worth it..."

She was still eyeing her knees, toying with her fingernails, not noticing how both Quinn and Rachel were looking at Brittany as she spoke those words.

"Well, um, thanks Santana, but I love Finn. He's the right one for me. We've been dating for quite a long time now and - "

"Oh c'mon, Rachel," Santana interfered again, and Rachel's eyes widened at the sound of her real name coming out of the other girl's mouth. "Let me tell you this - he is not worth it. He's a douche, okay? He not only has puffy nipples and man boobs, he probably won't last much longer than two minutes before he sinks down on top of you like a sweaty potato bag, drooling on your shoulder. Sure, I'm aware that Finn and I never dated and that it was only supposed to be meaningless sex, but is that a reason to treat the woman who just took your virginity like some unimportant piece of furniture? He didn't even want to buy me dinner afterwards. He basically threw my clothes at me and kicked me out. What oh so awesome guy does something like this? Finn sucks and I won't change my mind about it - and honestly? You should lose your virginity to anyone else but him."

Santana's voice was angry and hurt and the three girls in the room seemed unsure how to respond to the Latina's speech. Brittany was carefully petting Santana's thigh.

"He did the same, Berry. He didn't give a damn about losing his big V-Card to you. All I had to do was offer him to have sex with him, and he didn't hesitate one second!"

"Well, he knew I was going to meet Jesse and - "

"That's no excuse!" Santana exclaimed again. "You met Jesse, and you didn't do it with him because for some weird reason that I don't understand you thought you'd save yourself for this Mr. oh so perfect Hudson. I'm sorry to say it, Rachel, but I doubt he thought of you for only one second while we did it..."

Rachel looked hurt, her gaze dropping.

"... but he didn't think of me either..." Santana added slowly. "He only thought of himself. That's it."

Quinn cleared her throat. "I also think you should wait, Rachel. Don't make the same mistake that I did. Don't let anyone pressure you. Your first time shouldn't even have to be discussed like this. I mean, if you really need to consider other people's opinions, do you really think you're ready for this?"

Brittany nodded again.

Rachel sighed.

"What about you? Who would you lose your virginity to, if you could take back the decisions you've made...?"

She asked the question into the room, not really looking at anyone as she spoke.

"Santana," Brittany said simply, shrugging. "She's my best friend, and I trust her and I've always trusted her. She's always trusted me too and always treated me well, I think she would have been a better first than this weird guy from the chess club whose name I always forget..."

"Wait..." Quinn said frowning. "You lost your V to a guy whose first name you don't remember?"

"You know how easily I get confused..." Brittany replied. "Though technically I'm not sure if I lost it to him or to Chris Mayfield from the football team, cause we did fool around quite a bit before, I'm not sure if - "

"Okay, enough details," Santana interrupted her in a strict voice.

"I don't know who I'd wanna lose it to..." Quinn admitted slowly. "But I get what Brittany's saying actually. It should be someone you trust. Rather your best friend than someone who might end up hurting you..."

Santana remained quiet, yet no one asked anymore questions, the answer being pretty obvious to all three of them.

All of them were quiet, just looking at each other. The tension in the room felt heavy, though no one could really explain why.

"Sometimes I wanna pretend I'm still a virgin... Pretending can be really helpful..." Quinn said, her voice barely more than a whisper in the otherwise silent room.

What happened then was something that no one had ever expected. Something that they wouldn't talk about anymore. Something that was probably insane, but something that they had all agreed on, an unspoken deal.

Quinn was the one who had gotten up first to lock the door and switch the lights off. The room was dark, all of their eyes only slowly adjusting to the lack of light.

Rachel was sitting on the table, silent, her heart beating heavily in her chest.

Then a hand was touching her leg, softly, and Quinn's mouth was very close to her ear, her breath tickling her neck and earlobe, making Rachel shiver.

"Tell me if you want me to stop..." she whispered and Rachel froze, her body tensed in excitement.

Then Quinn's lips slowly brushed against her cheek, peppering soft and sweet kisses along her jawline.

Rachel could hear footsteps, felt the presense of two more bodies surrounding her. Then another mouth was on the other side of her neck, kissing her, a tongue darting out, trailing a little wet path down to her shoulder.

Another pair of hands was on her back, massaging her, slowly kneading the flesh between her shoulder blades.

"What are you doing...?" she whispered, but it didn't sound as if she wanted them to stop. It didn't even sound as if she expected an honest answer.

"Sshh..." she could hear a voice, sounding much like Santana's, and Rachel closed her eyes. What on earth was happening? They were at school. This was beyond wrong... but beyond exciting, too.

"You deserve to be appreciated..." Quinn whispered back. "I've never felt as if any boy truly appreciated me..."

Rachel could feel Brittany's hands on her, could feel her run her fingertips along her legs, up her thighs. She could feel Santana's fingernails softly scratching along her back, could feel the goosebumps on her own arms, could feel her nipples harden as a cold shiver ran through her body.

Then Quinn's lips were on hers, her tongue slowly licking along her her lower lip.

Rachel's mouth instinctively opened and their tongues touched, causing Quinn to sigh against her. She smelled amazing, so fresh, her blonde hair tickling her chin. The thought of kissing Quinn had never really crossed her mind, but now, in the complete darkness of the room, the most beautiful girl she had ever seen stroking her tongue against her own felt incredible.

Rachel leaned back a little bit against Santana's chest, being hugged by the Latina from behind who ran her hands up and down Rachel's arms. She was brushing some brown curls out of Rachel's neck, replacing hair with soft bites and kisses.

"This is fun," Brittany spoke into the silent room, but no one answered, even though everyone seemed to agree.

Rachel was still lost in Quinn's kiss as Santana's hands slowly wandered around her body. Her heart skipped a beat when she felt her touch her breasts, felt her knead them through her shirt.

A muffled moan escaped her lips, yet it was too dark for her to make out Santana's satisfied smirk.

"Let me take that off..." Quinn whispered, tugging at the hem of Rachel's shirt who slowly raised her arms so that Quinn and Santana could both help her out of the annoying piece of fabric.

At first it felt cold, sitting shirtless on the table in the dark classroom, but Rachel soon felt the heat level rise in her body, especially because Santana's hands cupping her breasts above her bra felt even more intense than only seconds ago above her shirt. Then she pushed the bra a little bit aside, exposing a nipple that she slowly started circling between her thumb and index finger.

"Oh my... ohh..." Rachel breathed out, Quinn's fingers entangled in her brown hair as she pushed her head closer against her.

Brittany's hands had traveled upwards until Rachel could feel her between her legs, could feel her fingers rubbing above her jeans, creating just enough pressure to make Rachel catch her breath. Those were her three best girlfriends. Her three best girlfriends obviously planning to take her virginity together.

She felt exposed, even though it was dark and she was still half-dressed, but the fact that all of their attention was only focused on her made her feel a little embarassed, yet excited. She grabbed the table underneath her harder, trying to switch off her brain. It was weird, but she trusted these people. These people who wanted to make her feel good. These people who wanted to protect her from being hurt. It was already too late to go back, she knew that much.

She could feel the blood pumping in her veins, felt her legs shiver as Brittany's slightly cold fingertips brushed against her belly, fumbling with the bottons of her jeans.

Then the top botton was open... then she zipped down the fly.

"Do you like that...?" Quinn asked, her own hands traveling lower until they were above Santana's, both of them caressing Rachel's breasts together, squeezing slightly, one from behind, the other woman still standing in front of her.

"Yes..." was all Rachel managed to reply, all her senses being on full alert, not sure what pair of hands to focus on first.

Then she could feel Brittany tugging on her jeans, causing Rachel to instinctively raise her hips so that the other girl could slowly strip the tight pants down her legs.

The hard surface of the table felt cold against her butt but she didn't get the chance to complain as Brittany slowly made her way upwards again, trailing wet kisses along her inner thigh in the process.

Rachel thought it was slightly unfair that she was almost naked whereas the rest of them was still fully dressed, but she figured she shouldn't say anything, should just let it happen.

Then, before she knew it, Santana had unclasped her bra in a quick and expert movement, carelessly tossing it aside. Damn, she seemed to know what she was doing.

She could feel Santana crawl next to her on the table. She didn't know what she was doing as it was still almost impossible to make out more than dark shadows and vague silhouettes, until suddenly - "oh god..."

Rachel's eyes rolled back into her head at the sensation of Santana's lips closing around her nipple, sucking it in slightly. Quinn's mouth was quickly pressed onto her own again, drowning her moans in order not to attract any attention in case other students might walk along the hallway.

Rachel couldn't believe it. The woman who had once called her 'manhands' was now doing these... these things to her... and it felt amazing. And it felt sensual. And she felt cared for. She even trusted her. She trusted all of them.

She wanted to touch them, wanted to return the favor, wanted to make them feel as good as they were making her feel, but as soon as Rachel tried to reach for Santana's shirt, the other girl pushed her hand away.

"Uh uh..." she whispered, shaking her head. "This is about you. You do nothing but enjoy."

Rachel nodded, biting her lower lip. She could feel her own arousal between her legs, wondering if they were going to make a mess of this school table if they took this further. She quickly shook her head to get rid of these insignificant worries. She could worry later.

When Brittany finally touched Rachel above the thin fabric of her panties, it was hard to really hold back a moan. It was the first time anyone ever touched her there, except herself. There were fingers rubbing her clit above soft silk. There were teeth biting down softly on her neck. There was a tongue encircling her nipples. It was heaven.

Rachel found it hard to keep sitting straight on the table so she tried to lean back and awkwardly support her weight with her arms on the table behind her. Quinn seemed to sense the other girl's discomfort, quickly helping her to lay down comfortably on the hard wood, using her jacket as a soft pillow.

"Is this okay?" she asked. "Are you comfortable?"

Rachel nodded.

Then she felt Brittany sowly push her panties aside, felt her mouth close to her most intimate area.

"This is so hot..." Brittany said in awe and without further warning, her long index finger was on Rachel's clit, wetting it at her entrance, just to slide it all the way up again.

"Oh god... oh... oh my... I... " Rachel blabbered confused, the feeling being completely overwhelming. All of her most sensual areas being caressed at the same time was almost too much for the still inexperienced girl, and she felt a little embarassed that she already seemed to be so close to her climax.

Her clit was rock hard against Brittany's finger, throbbing, as if all the blood in her body had decided to move right between her legs. It was so sensitive, the touches were almost painful. In a good way.

Rachel could only guess that she must be extremely wet, judging by how easily Brittany's finger ran along her slit.

"Can I... can I do it...? Do you want me to...?" Brittany asked, almost shy, and Rachel let out a gasp, knowing what was about to come.

"Yes...okay..." she managed to bring out, closing her eyes in anticipation.

Quinn, in the meantime, climbed on top of Rachel, sitting above her to massage the other girl's breasts with both hands. She moved her head closer, kissing Rachel's cheek.

"Relax..."

And Rachel did relax. She relaxed all of her muscles as she felt Brittany's finger at her entrance. Then Brittany's fingertip slowly entered her, carefully pushing deeper and deeper inside of her.

Quinn looked back over her shoulder to watch Brittany, biting her lower lip at the erotic image. Then she focused back on Rachel, breathing against her neck, licking her earlobe.

"Does it feel good? How do we make you feel?"

Rachel thought Quinn's raspy voice was the sexiest, most sensual thing she had ever heard, and she reached out her hand to grab her blonde hair and drag her closer, forcing her lips against Quinn's.

"Yes," she panted in between kisses. "Yes. Feels good. So good."

Santana had moved around the table, next to Brittany who was adding a second finger, slowly moving in and out of Rachel's pussy.

"Let me lick her, babe. Please."

Brittany wanted to move away, but Santana kept her firmly in place.

"No. Stay there. Keep fingering her."

Brittany nodded, understanding, and only moved a little to the side. She dragged Rachel's hips a little closer, her lower body being at the very edge of the table. Brittany on the left. Santana on the right.

Brittany's finger kept moving in and out, increasing the pace, as Santana's face was hovering above Rachel's clit. Santana had to lick her lips in anticipation, her eyes focused hungrily on her secret girlfriend's glistening fingers disappearing in another woman's pussy.

She moved closer and closer, inhaling Rachel's sweet smell. Then she kissed her clit. Once. Twice.

Rachel let out a high pitched moan, Quinn sucking on her nipple while softly pinching the other one with her fingers.

Then Santana's tongue was on her, licking her, the slightly rough surface rubbing against her. It was as if Santana's tongue and Brittany's finger were moving in unison. They were a perfect team.

With Quinn still sitting on top of her, Rachel couldn't see when Santana and Brittany kissed, Santana's lips still glistening from Rachel's wetness. She couldn't see them breathe heavily against each other as they were sitting between Rachel's widely spread legs, Brittany's thumb replacing Santana's tongue as she was still pumping in and out of her.

Seconds later, Santana's mouth was on her again, greedily sucking on her clit, expertly hitting all the right spots. She definitely knew how to make another woman feel good. Rachel hadn't even known she could feel that great in the first place.

She knew her orgasm was close, and she already knew it was going to be more intense than any climax she had ever reached on her own.

Quinn seemed to sense it too, seemed to notice Rachel's breath getting shorter, seemed to realize how the girl beneath her shut her eyes more tightly.

Brittany's fingers were moving fast, Santana's mouth sucking hard, but Quinn's kisses were soft. She brushed some brown hair behind Rachel's ear, some dark and slightly sweaty curls away from her forehead.

"Let yourself go, Rach..." she whispered against her lower lip, her fingertips stroking along Rachel's sides and down to her hips, then upwards again. Feather-light touches.

"Just let go..."

Then it rushed through her, the intense shiver, the feeling she didn't want to forget. She felt her hips leave the table, pressing against Santana. Her left hand grabbing the table hard, fingernails scratching along its wooden surface, her right hand fisting blonde hair, pressing Quinn's mouth against her own as she moaned.

The feeling was slowly disappearing, her body slowly relaxing. Santana licked Rachel clean first, then Brittany's finger.

One last time, Quinn kissed Rachel's soft lips. One last time she stroked her hair. Then she moved off of her, straightening her skirt.

Santana and Brittany got up, too, helping Rachel to get dressed again.

Only when all of Rachel's clothes were back where they belonged and when Brittany and Santana had sat down on their chairs again, Quinn switched the lights back on.

They all groaned a little at the birght light of the classroom's neon lamp hurting their eyes, but all in all, the room looked just the same as before Quinn had turned off the lights.

"Sometimes pretending really can be helpful..." Quinn repeated her words and all of them had to smile a little, Rachel awkwardly clearing her throat.

Rachel knew she was most likely going to sleep with Finn tonight. She was going to sleep with him and make him think he was her first. She'd pretend, for herself and for the sake of their relationship, that Finn Hudson was her first.

But deep down, even if they'd never mention it again, she knew it. Rachel Berry knew she had lost her virginity to three girls. To the Unholy Trinity.

Even years later, the memory would still make her smile.