Title: I'll Make You Feel Super Good

Summary: Brittany and Santana first time fic. Brittany keeps trying to talk Santana into having sex with her but Santana keeps refusing...so Brittany decides to try another way of enticing her into doing it...

Reposting with errors fixed...precisely why i shouldn't proofread and post at 3am...

Rating: NC-17 for smut. Lots and lots of smut.

Disclaimer: I don't own Glee. If I did then it would definitely not be suitable for younger family members...

-G-

"No," Santana ground out as Brittany's fingers once again dipped under the waistband of her spanx. Santana pushed the offending hand away and tried to wriggle out from underneath the lithe body that covered hers.

"Oh come on San," Brittany whined, shifting to pin the smaller girl tighter to the mattress. "I'll make you feel super good," she added, purring the words out in that way that always made the ache between Santana's legs flare. Brittany ducked her head and started pressing tiny kisses to Santana's face and neck. Santana sighed and relaxed at that. It had been going on like this for the past couple of weeks. The two cheerleaders had been making out 'to practice for boys' since they were 14 years old. It was nice, it felt good but then suddenly, Brittany started pushing for them to go further. Santana hadn't been all that fazed and had shrugged and nodded when Brittany had asked if she could touch her boobs. It was just over the shirt, no biggie. But then a few days later, during a particularly heavy make out session, Brittany had asked if she could touch them under Santana's shirt. Santana had initially said no but then Brittany had soothed her and assured her that it was ok, they were just experimenting, lots of girls did it. Then she had purred that she would make Santana feel super good and the Latina had relented, letting the blonde slip her hand under her tank top. She hadn't been wearing a bra and Brittany's long, warm fingers toying with Santana's stiff nipples had felt incredible and Santana had been embarrassed by the loud moans that had slipped from her lips. She had wanted to touch Brittany back but she had been too embarrassed to ask.

After a few more repeat performances Santana had finally gotten comfortable with the progression of their make out sessions. Before she could work up the courage to ask Brittany if she could touch her, Brittany had offered and Santana had readily taken her up on it. They had fallen into a new routine, slipping their hands up each other's shirts and toying with breasts and nipples until they couldn't take anymore stimulation and had to take cold showers to cool off. Then about a week ago after Santana had pushed Brittany's hand away from her right breast, the blonde had trailed her hand down over her abs and slipped just the very tips of her fingers under the waist band of Santana's spanx. Santana had been on top and had leapt off Brittany like the blonde's touch had burned her.

"What the hell Britt?" she had panted angrily.

"I just wanted to make you feel good, Tana," Brittany had said softly, looking hurt.

"We can't do that Brittany! It's wrong!" Santana had retorted.

"No it's not," Brittany had replied. "It's just two friends making each other feel good."

"No Brittany. Just no," Santana had ducked into the bathroom then, trying to untangle her thoughts. She would never admit it to Brittany, but she was terrified by the fact that she had wanted it. She had wanted Brittany to touch her there. But she was terrified of what that meant so she had shut the blonde down. But Brittany hadn't been so easily deterred. Which brought them to their current situation; clad in only their Cheerios tops and spanx and no make-up, furiously making out on Brittany's bed...

Brittany continued pressing kisses to Santana's face and neck, slipping her hand back up under Santana's top to play with pebbled nipples. She waited until she felt Santana relax again before slipping her hand back down.

"NO!" Santana said forcefully, on the verge of tears. She wanted it so badly, but she couldn't even deal with the mere idea of the aftermath, and she was so frustrated.

"Ok," Brittany dropped a soft kiss to Santana's lips before rolling off her and onto her back. Before Santana could register what was happening Brittany had slipped her hand into her own spanx and began circling her clit with her fingertips. She groaned softly as Santana's eyes widened in shock.

"B-Britt, what the hell?" she stammered.

"You won't let me touch you so I'm touching myself," Brittany replied, as if it were the most obvious, normal thing ever. "You can go if you want," the blonde told her before licking her lips. "Or you can stay...and watch," she added. Santana was torn. She was aroused beyond belief; she could feel it soaking through her spanx. But she was scared. "It doesn't have to mean anything." Santana flinched at that. It was like the blonde had read her mind. The Latina watched in stunned silence for a couple of minutes as the blonde worked herself up with gentle fingertips circling her clit, her soft whimpers the only sound in the room. Santana watched as Brittany's fingers suddenly began to move lower, her hand going further into her spanx.

"Wait," Santana's voice was husky with arousal. Brittany looked up at her in surprise. "Can...Can you take them off?" her voice was barely audible; her eyes were wide and pitch black. "I want to see," Brittany had to strain to hear that last part. She whimpered softly as the words registered. She retracted her hand, slowly so she didn't startle Santana, and then pushed her spanx and panties down over her hips and down her legs, kicking them onto the floor when they got to her feet. She locked eyes with Santana as she slowly bent her knees up before dropping them out to the sides. Santana's eyes locked on her hand as it trailed over her Cheerios top and back down between her legs. Brittany couldn't drag her eyes away from Santana's flushed face as she began circling her clit again. As she moved her hand lower, Santana shifted on the bed, angling her body to get a better view. She whimpered softly as Brittany entered herself with one finger, drawing it in and out slowly, her hips rising and falling to meet her gentle thrusts. Suddenly she pulled out, quickly divesting herself of her Cheerios top and her bra before laying back and pushing two fingers back into herself, squeezing her breasts and toying with her nipples with the other hand. She moaned at the sensation, her thrusts harder and deeper now, but still long and slow. Brittany was acutely aware of Santana's eyes on her, her heavy breathing and the tiny whimpers that escaped her full lips. Brittany caught a movement out of the corner of her eye and turned her head slightly. Santana's hand was on her own breast, massaging it over her top, her legs were crossed tightly and she was writhing on the bed. It was all Brittany needed; she curled her fingers and flicked her clit with her left hand. She came hard around her fingers, a deep, low moan escaping and a gush of liquid coating her hand as she did.

"Oh my God," she moaned, pulling her fingers out and sucking in a few deep breaths before turning her head to look at Santana. The brunette was staring at Brittany's centre; she couldn't take her eyes off her swollen, soaked folds and her still pulsing clit peeking through.

"Was that-?" she rasped out. "I-I mean...did you just...?" Santana couldn't say it out loud.

"I came," Brittany nodded. Santana swallowed hard.

"I-I've never...I can't, by myself," Santana looked away, embarrassed.

"You've never had an orgasm?" Brittany asked incredulously. Santana shook her head, staring at her hands. "I could help you," Brittany offered, keeping her voice soft and reassuring. "Let me help you Tana. Let me help you feel good," Brittany pleaded gently. "It doesn't have to mean anything. I just want to make you feel good," she reached out and gently touched Santana's hand. The Latina swallowed hard before shifting to lie on her back, her arms held stiffly by her sides, her hands fisted tightly.

"O-ok," Santana nodded slowly.

"Ok?" Brittany asked, needing to clarify.

"Ok," Santana echoed. Brittany didn't make a move though, studying Santana intently, frowning slightly. "Please? Brittany, please?" Santana pleaded, needing this, wanting this. Brittany frowned a little before leaning in to kiss Santana gently. She didn't waste much time working her up, she knew that the brunette was getting desperate. Brittany reached for the zipper on Santana's top, quickly pulling it down and pulling the top off. Santana sat up and took her own bra off, revealing herself to Brittany, who groaned in appreciation before leaning down and kissing her way down Santana's neck, toward her breasts. The Latina was still very tense beneath her and so Brittany pulled her mouth away and lifted herself up again to look her in the eyes.

"Santana if you want to stop you tell me," she said firmly. "You have to promise me that," Brittany told her, looking her straight in the eye, trying to communicate how serious she was. Santana's eyes abruptly filled with tears. None of the boys she had ever slept with had been so considerate about what she wanted. None of them had ever been so careful about making sure she wasn't feeling pressured into doing anything.

"I promise Britt," she choked out softly. "I-I want this. Please," she pleaded. Brittany smiled and kissed her forehead and then the tip of her nose before brushing the sweetest kiss Santana had ever received across her full lips.

"I'll take good care of you Tana. I promise," the blonde whispered tenderly. She felt the tension drain from Santana's body immediately and smiled sweetly at her. Santana for her part was stunned at how quickly Brittany had switched personalities; going from girl-Puck to the gentle, loving creature currently worshipping her collarbones with her soft lips. Santana suddenly began to feel like she was going to implode if Brittany didn't do something soon and as if they had a mind of their own, her fingers tangled in blonde hair. Santana took a deep breath before tugging Brittany's head down toward her breast. Brittany let out a sweet giggle against her skin before obediently shifting her mouth down. She placed a firm kiss against Santana's sternum, in the valley between her breasts before placing a much gentler one on her right breast, just above her nipple. Santana's hips shot up off the bed and a guttural moan tore from her throat at the maddening sensation of Brittany being so close to where she wanted her but just not quite there. Brittany continued her teasing, placing sweet kisses around, but never on her nipple until Santana though she was going to explode from the anticipation. She was about to tell Brittany as much when the blonde suddenly sucked her nipple into her mouth, flicking her tongue over the stiff peak. Santana felt a hard clench low in her abdomen and cried out, somewhere in the back of her mind she was embarrassed about being so close to the edge so soon but then Brittany brought her other hand up to toy with her other nipple and all rational thought was gone. Brittany let go of Santana's nipple with a pop, switching her mouth over to the other side. When Santana's hips lifted roughly, pressing her pelvis against Brittany's stomach, Brittany let go of the other nipple and shifted further down to brush wet kisses over Santana's stomach. She reached the waistband of her spanx and hesitated.

"Yes, oh my god Brittany, please, yes," Santana begged wantonly. When Brittany didn't move Santana lifted her head, staring at her through the haze of lust. "What's wrong?" she ground out, trying to still her twitching hips.

"I…I've never done this before," Brittany said softly, her hands absently stroking over Santana's legs, her thumbs dipping to stroke her sensitive inner thighs, unintentionally ratcheting up Santana's arousal. Her inner thighs had always been super sensitive. She breathed out noisily.

"You don't have to do…that," she told the blonde, reaching out to cup her chin. "Just…use your fingers," Santana blushed slightly in embarrassment. Brittany smiled at Santana and then shifted to kneel beside her, slipping her fingers under the waistband of Santana's spanx, pulling them down slowly, revealing Santana to her. Santana blushed and turned her head as Brittany finished removing her spanx, embarrassed at the way Brittany was staring at her there. She unconsciously tried to close her legs to shield herself, but Brittany's hands on her thighs stopped her as the blonde shifted to lie between the shorter girl's legs again. Brittany pressed her lips to Santana's as she snaked one hand down between them, she gently stroked her fingertips up over Santana's outer lips before slipping one in between to brush lightly over her clit. "Oh, oh god," Santana groaned, tearing her lips away from Brittany's and tucking her forehead against the taller girl's shoulder, breathing heavily. Brittany slid her finger over Santana's clit again before sliding it further down, hovering it at her entrance. Santana bucked up against her and they both moaned when Brittany gently slid her finger into tight, wet heat. She drew it out slowly before pushing it back in, Santana's hips thrusting up to meet her hand. "Oh god, fuck Britt, more," Santana breathed. Brittany drew her finger back out before pushing back in with two. Santana cried out something unintelligible and Brittany smiled pressing a sweet kiss to her forehead.

"You're so beautiful like this Santana," Brittany suddenly found herself whispering. "So beautiful," Brittany pressed her hips down against the back of her hand as she thrust into Santana, which had the simultaneous effect of pushing deeper and harder into Santana and rubbing her own clit.

"Brittany," Santana whimpered, grabbing at Brittany's shoulders as the pressure in her lower abdomen coiled to an almost unbearable level. "More," she gasped desperately. Santana had often got to this point on her own but this was usually about where she lost it and ended up more frustrated than when she started. Santana frowned and tried to sit up when Brittany suddenly lifted off of her, but the blonde pushed her back down and shuffled down her body. Once she was between Santana's legs she leaned down and sucked hard on her clit at the same time her fingers curled deliciously inside of the other girl. Santana cried out hoarsely as her walls clenched hard and she came around Brittany's fingers. Her whole body shook violently with the force of her orgasm and Brittany stayed where she was, slowly easing up the force of her sucking, bringing the girl down gently. When Santana finally settled, Brittany gently slid her fingers out, feeling Santana's slick walls flutter slightly at the movement. After wiping her fingers on the sheet Brittany laid herself over Santana again and started planting gentle kisses all over her face.

"Beautiful," Brittany cooed happily. "Are you ok?" she asked in alarm when Santana's face crumbled and she started to cry. "Tana, what's wrong?" she asked, panicked.

"N-n-nothing," Santana fought to get herself back under control. "J-just o-overwhelmed," Santana smiled through her tears.

"Aw honey," Brittany kissed at her tears before smoothing her palms over her cheeks, wiping away the remaining ones and accidently setting Santana off again. "Oh, hang on," Brittany got up, pulled some panties and a t-shirt on and ran into the bathroom. She quickly washed her hands before grabbing a face cloth and filling her duck cup with cool water and going back to her room. She paused at her dresser, grabbing a pair of the panties that Santana always kept in there and an oversized t-shirt out of the drawers. She put the glass on the bedside table and turned her attention to Santana, who was still trying to pull herself together, still feeling overwhelmed by everything that had happened.

Brittany smiled reassuringly as she gently wiped the tear tracks from the other girl's cheeks and she kissed the end of her nose before carefully lowering the flannel, looking Santana in the eyes carefully before wiping the stickiness from between her thighs. She threw the cloth into the hamper, and then turned back to Santana pumping her fist and hissing "Yes!" to celebrate her accurate shot, which to her relief made Santana laugh. Brittany smiled back and then picked up the panties and pulled them up over Santana's legs. Santana fought her, trying to do it herself but Brittany caught her hands, kissing each one in turn before pushing them back down to the bed.

"No, let me take care of you," Brittany soothed. Santana glared slightly but lifted her hips to allow Brittany to pull the panties the rest of the way up. When she was done with that, Brittany tugged Santana into a sitting position and carefully pulled the t-shirt over the Latina's head and holding the sleeves up as she pushed her arms through. Brittany pressed a kiss to her lips and ran her fingers through her hair before reaching for the glass of water and pressing it to her best friend's lips. "Here, have some water," she said, steadying Santana by placing her spare hand on her back. Santana obediently took a few sips before pulling away. Brittany put the cup down and pushed her back against the pillows, tugging the blankets from under her so that she could tuck her in. "Wait here," she whispered, leaning in to kiss Santana's forehead. She got up and turned the main light off and her iHome on, setting it to play the album of Lullaby versions of Queen that Santana had put on Brittany's iPod a few weeks ago when the blonde had complained of not being able to fall asleep. She turned the volume down to a quiet, soothing level before climbing back into bed and cuddling into Santana.

"Brittany," Santana whispered. "You lied."

"No I didn't," Brittany whispered back, confused. "I took care of you. I made you feel good. Didn't I?" Santana cringed at the uncertainty and sadness in Brittany's voice.

"Yeah you did, B," Santana reassured, rolling over to face the blonde. "But you told me it wouldn't mean anything," Santana's voice trembled in fear. "I didn't want it to mean anything," Santana's voice told Brittany that it had meant something.

"We don't have to talk about it Tana, or tell anyone. We don't have to put a label on it or anything. We can just be. And maybe one day we'll be ready to talk about it," Brittany kissed her forehead tenderly once again.

"We're not dating," Santana felt like she needed to clarify that.

"Sex isn't dating," Brittany told her, reaching for her hand under the covers. It was a line that Santana often used on Puck when the boy got possessive of her. Santana lay silently for a few moments before leaning forward to kiss the tip of Brittany's nose.

"Thank you Brittany," she whispered.

"You're welcome Tana," the blonde whispered sleepily. "You're my best friend." Feeling her fear of the consequences creeping up on her; Santana snuggled closer, closing her eyes and tucking her head under Brittany's chin and smiled when Brittany's arms immediately wrapped around her, pulling her close. Surrounded by the warmth and familiar scent of her best friend and with the comforting beat of her heart next to her ear, Santana's mind calmed and she felt her body start to grow heavy as she began to drift off to sleep. Just as consciousness began to slip away she realised that she hadn't replied to Brittany's statement.

"You're my best friend too Britt," she mumbled, smiling sleepily when the arms around her waist tightened just a fraction and a warm cheek pressed against the top of her head. She would deal with the ramifications of this later, for now she was content to fall asleep, wrapped tightly in the arms of her best friend.

-G-

A/N: thanks for reading :)