Quinn wasn't sure why she was still at school this late, but they'd recently opened up the exercise room to students not involved in sports, and she'd been feeling fat lately.

She wiped the sweat from her brow as she pushed into the locker room. She weaved her way through the rows, finding her old locker from cheerios easily and running her fingers over the metal face nostalgically.

If you asked her, she'd deny it to the ends of the earth, but she actually missed cheering. Shaking her head of her regretful thoughts before they consumed her as they often did, Quinn quickly stripped out of her shorts and shirt, not bothering the check that she was alone before dropping her underwear and breathing a sigh of relief.

Quinn Fabray had always been...different, but there were few people who knew the true extent of her...uniqueness. She stared down between her legs, eyeing the semi-hard penis hanging there with a groan. She'd had it for as long as she could remember, but that didn't mean she was any more resigned to the idea of boners than she was when she first realized she was indeed capable of such a thing.

"This better go away in the shower, I swear," she grumbled, tossing her things into the locker and grabbing a towel off the rack before heading towards the promise of steam and relaxation.

"Britt, baby, noooo. Not here," Santana pleaded, wincing a little as her back met the stinging cold of the metal lockers. Brittany simply smiled; a smile way too innocent considering what she was trying to get Santana to do.

"But, I want you," she pouted, trailing her lips along Santana's jaw until they wrapped around her earlobe and sucked teasingly. "I want your mouth babe. I want you to suck me off."

"Fuck," Santana hissed, knees buckling slightly as Brittany continued working her lips across heated skin. Her hands gripped uselessly at Brittany's shirt, tugging her closer despite her own protests mere moments prior.

Brittany leaned further into Santana, bringing their hips together and positioning her quickly hardening length between Santana's thighs. "C'mon baby, help me out here."

Santana's eyes fluttered open to find darkened blue staring back her, pleading. Brittany's hips were rolling, seemingly unconsciously, and she bit her lip as the friction against her clit was enough to tease, but not to satisfy.

She spun them suddenly, pressing herself all along the length of Brittany with a devious smile. She reached her hand up and tangled her fingers into Brittany's hair, smiling when her girlfriend automatically leaned into the soft caress.

"Fine. But you're so eating me out when this is over."

Brittany was nodding enthusiastically as a hand trailed up to rest on Santana's shoulder.

"Of course, baby. Anything you want," she cooed applying a not-so-subtle pressure to the hand on Santana's shoulder, urging her down.

Santana rolled her eyes, but complied willingly enough and was soon knelt before Brittany, eyes glazed over with lust as she came face to face with the sizeable bulge in her girlfriend's pants.

It seemed to strain even more against the tight jeans just from Santana looking at it and she mentally congratulated herself for having such an effect on Brittany.

Her hands slid up and down Brittany's thighs as she mouthed feather light kisses across Brittany's member over her jeans.

Brittany whined helplessly, the hand already tangled in Santana's hair tugging in warning as Santana teased her.

Deciding that she really did just want to get on with it, Santana deftly flipped open the button on Brittany's jeans and slid down the zipper. Her fingers curled into the waistband of Brittany's bottoms and dragged both jeans and underwear down with one firm tug.

"Uh," Brittany moaned as her cock sprang free, the pre-cum already coating the tip cooling as the air hit her. She watched as Santana kissed her way up her thighs, starting at her knees and moving at a glacial pace, occasionally flicking her tongue out to taste salty skin.

Brittany loved this. She loved the feeling of Santana's lips on her. She loved everything about taking it slow and making it last, but she was in no mood for games and so she tightened her grip on Santana's hair and forcefully pulled her lips up to press against her balls.

"Don't fucking tease me, San," she hissed, gripping herself in one hand as she rubbed against Santana's face. When she felt nails digging into her skin, she eased up, raising an eyebrow as if to say 'Get on with it then' as Santana stared up at her disbelievingly.

"You're fucking lucky I love your cock," Santana growled, finally pumping her fist along Brittany's aching length. Brittany started to reply smugly, but she choked on the words as she was enveloped in heavenly warmth.


Quinn froze, craning an ear towards the locker room as she finished putting her things back into her shower caddy. She shook her head slightly, still glaring down at the hard on that had only marginally lessened during her time in the shower, and headed towards the locker room.

She slowed her steps as she tiptoed out of the showers and peered around the corners carefully, preparing herself for whatever scene she was about to walk in on. Quinn had seen a lot in her lifetime, but nothing could have prepared her for this.

"You're fucking lucky I love your cock."

The words shot straight to her groin and she groaned before clamping her hand over her own mouth to muffle the sound. It hadn't seemed that either Brittany or Santana had heard her outburst and for that she was grateful.

She'd always known about Brittany's...condition. It's one of the reasons that they became friends in the first place, but actually seeing it being put to good use was a whole different story.

Quinn barely managed to contain her moan as she watched Santana kneeling before Brittany's cock and her hand shot down to rub her own (now fully hard) penis when Santana's plump lips wrapped around the head of Brittany's member.

"God, you're so good," Brittany moaned wantonly as Santana's head began bobbing as she sucked enthusiastically on her thick cock. As much as she hated to admit it, taking Brittany's cock into her mouth was actually a huge turn on for Santana.

She could already feel her own wetness pooling between her legs and at the thought of Brittany tasting her, sucking her, she moved faster, wanting to get Brittany off good so she could feel that amazing tongue on her where she wanted, no, needed it most.

Santana moaned as the hand still nestled snugly in her hair began guiding her movements, forcing more of Brittany into her mouth until Brittany couldn't hold off any longer and began thrusting roughly against Santana's face.

It was always a challenge for Santana to see how quickly she could get Brittany to give into her primal instincts and the thrusting was the first sign that she was close. The second was-

"Such a filthy slut," Brittany hissed, loving the hollow gagging sound that echoed into the locker room each time she bottomed out in the back of her girlfriend's throat.

She really did try not to say such degrading things to Santana when she was already balls deep inside her mouth, but the way Santana gripped her thighs, pulling her closer and moaning when she did just made it hard to resist.

"I fucking love seeing your lips wrapped around my cock. Fuck," she groaned, shivering when Santana pushed at her legs until her cock slid out of her mouth with an audible pop.

Instantly Brittany felt insistent fingers jerking her off as Santana's tongue teased the head of penis with little kitten licks.

"You like this, baby? You like me sucking you off good?" Santana hissed, tightening her grip as she leaned down to suck at Brittany's balls.

Brittany's head hit the lockers with a thump as she watched her girlfriend licking and kissing all over her cock.

"You're so fucking sexy, Santana. I can't wait to lick you, suck on your clit until you're begging me to stop. You want that?"

Santana bit her lip and nodded, moving in to hover her mouth over Brittany's cock again.

"But first I want you fuck my face. I want your hot jizz running down my throat, Britt. I wanna fucking swallow all of you," she whispered before immediately taking Brittany in her mouth all the way to the base.

Santana didn't really know how they started saying all these things to each other during sex, but she practically felt Brittany grow an inch in her hand when she'd whispered all the things she wanted her to do to her and so she figured it wasn't worth questioning.

If anyone had told Quinn that she'd be spending her afternoon this way (watching two of her best friends have sex), she would have called you insane and perverted and bunch of other things that she couldn't be bothered to think of at the moment.

And yet, here she was tugging furiously at her own stiff cock as Brittany thoroughly plowed into Santana's eager mouth.

"That's it, baby. Choke on my dick!" Brittany growled, picking up her thrusts again and looking straight into Santana's eyes.

She could feel herself getting close and so she pulled Santana in, holding her head in place as she pushed as far down her throat as she could and grinding against her mouth.

Santana worked her throat muscles, swallowing rhythmically around the thick meat until Brittany was cursing and pounding into her mouth again.

Quinn had hardly managed to muffle the strangled cry that erupted from her throat as she shot her seed all over the floor and her hands, strokes slowing as she rode out the high of her orgasm.

She really hadn't lasted very long at all and a part of her was a little self conscious about the fact that despite having gotten a head start andbeing in a much more stimulating position, Brittany was still going strong.

"Shit. I love it when you suck my cock, Santana," Brittany whined, a complete contrast to the way her hips were roughly hitting Santana's face, cock buried deep in her throat.

Quinn wasn't sure why she didn't just leave then. I mean, she'd already gotten a show and an orgasm, but she just couldn't tear her eyes away. She knew Brittany was close and she just had to see her fall apart. She was mesmerized.

"Fuck! I'm coming," Brittany groaned suddenly, wrapping a leg around Santana's shoulders as she shot her load into her waiting mouth. "Yes! Drink it all, baby. Don't waste a fucking drop!"

Santana, to her credit, only let a few drops escape the corners of her lips as she drug her teeth along Brittany's softening shaft. She had a smug smirk on her face as she swiped the back of her hand across her lips, smearing any remains of Brittany.

When she stood up and kissed Brittany deeply, letting her suck herself off her tongue, Quinn decided that it'd be best if she made her exit while they were both still distracted.

Deciding that she could retrieve the rest of her things tomorrow, she tried to make her way to the door as quietly as possible, carefully avoiding the mess that she'd made herself and listening for any breaks in the steady stream of moans coming from Brittany and Santana.

It wasn't until she was safely in her car that Quinn allowed herself to release a breath she hadn't realized she was holding. She jumped, glancing around frantically as her phone buzzed with a new text from Santana.

"Next time you wanna watch, Fabray, all you have to do is ask xoxo."

So sorry I've been gone so long. This is really random and has been in my drafts forever. It's also a bit choppy to me, but I hope you liked it. Drop a review if you like:)