Substitutes Are Good For More Than Just Pranking, NC-17, Glee

[_dangerzone911]

Title: Substitutes Are Good For More Than Just Pranking
Author: _dangerzone911
Pairings, Characters: Holly/Brittany, Holly/Santana, Holly/Quinn, Holly/Rachel, implied Brittany/Santana, pre-Rachel/Quinn
Length: 9338
Fandom: Glee
Rating: NC-17
Spoilers: Season 2, up to The Substitute.
Disclaimer: Don't own the characters. Wish I did.
Summary: Can I help you?



She sits at the piano bench, absentmindedly walking her fingers over the smooth ivory keys when a shadow falls over her. Lifting her head, her vision is filled with the familiar red and black and white of a cheerleading uniform.

"Something I can help you with, Brittany?" she asks after glancing up at her.

"You're so hot," Brittany says simply, blue eyes shining brightly.

It's not the first time she's been told this, but warmth still spreads to her cheeks as if it were. But she takes it in stride, tilting her head to the side as she smiles gently at the blonde. "Well, I appreciate the compliment. But is there a reason you're here if you don't need my help?"

"I really want to make out with you."

And again, it's not the first time she's been told this, but it is the first time she finds herself at a loss for words.

Though Brittany is attractive and watching her dance is nothing short of spiritual, she knows doing anything with the blonde would be wrong for so many reasons. But as Brittany moves in closer, lip drawn between her teeth, hips swaying seductively with every step, she has trouble remembering what those reasons are.

Before she has a chance to protest, Brittany's lips are pressed against hers, warm and teasing, as slightly calloused fingers curl against the curve of her jaw. Warning bells go off in her head telling her she needs to pull away, but the tongue easing its way into her mouth tells her to never stop.

As her own tongue explores Brittany's mouth, her hand finds its way to the blonde's hip and guides her forward until Brittany straddles the bench, settling in close beside her. The warmth of Brittany's thigh against her lower back and the way the cheerleader strokes her tongue with hers elicits a forbidden moan from deep within, stoking the embers of arousal low in her belly.

Turning on the bench and angling her body more towards Brittany, she moves the hand that still rests on Brittany's hip to the knee at her side. When she squeezes her knee, Brittany jumps a little, pulling away slightly as she giggles her explanation. "Tickles."

The softness of Brittany's voice reminds her of at least one reason why she shouldn't be doing this. But she can't summon the will needed to turn away from her. All she can do is smile against Brittany's lips, uttering a quiet oh before capturing her lips once more as blunt nails scratch lightly at the back of her neck sending shivers down her spine.

With every sound Brittany makes, each little moan, each little whimper, the voice inside of her head telling her to stop weakens, growing quieter, as her desire to touch more of the cheerleader grows stronger.

The hand on Brittany's knee drifts further up the smooth, bare thigh until her fingers make contact with the uniform's pleated skirt. But before her hand can travel any higher, Brittany's hand covers hers. The blonde tugs her lip between her teeth, biting down on it sharply causing her to hiss from the slight pain before releasing her lip and leaning back.

"What's wrong?" she traces her tongue over her lip, feeling it throb where Brittany bit.

"Artie said I could only have sex with him," Brittany explains. Then, her brows furrow as she bites at the corner of her lip. "Santana said the same thing."

"Oh," she utters, suddenly remembering one of the other reasons why touching Brittany was a bad idea. Not knowing what else to say, she simply says. "Okay."

"You're a really good kisser," Brittany licks her lips, and she feels herself clench at the sight.

"You, too." It's not the most eloquent thing she could say, but she doesn't think Brittany minds anyway.

Brittany leans in, giving her another quick kiss before standing up; she has to resist the urge to grab her by the wrist and pull her back down. Brittany's lips curve into a wide grin as she looks down at her. "I kinda hope Mr. Schue stays sick a little longer, cause you're, like, the best substitute ever."

She doesn't voice it, but she's kind of hoping the same.

"See ya." And with that, Brittany practically skips, ponytail bouncing, out of the room.

Holly exhales, slow and shakily, and runs her fingers through her hair. As she shifts on the bench, she feels the evidence of her arousal soaking through her panties against the inside of her thighs. She hasn’t just made out with anyone in such a long time and briefly wonders if making out with a student in the middle of a school day was such a good idea. She is incredibly turned on and still has a class to teach before lunch even rolls around. Resolving herself to changing her panties and suffering through the rest of the day with Brittany Pierce on her mind, she straightens her clothes.

Sighing a calmer breathe, Holly pulls down the lid over the piano keys and stands. She thinks that most other teachers would have a problem when it comes to kissing students, but she doesn’t; she is a substitute teacher after all. Holly Holliday knows that she needs to grab the kids’ attention and is all about coming down to their level, giving the kids what they want as well as what they need, so that she can teach them what she can before she moves to a different school.

Smiling, Holly leaves behind the music room, hoping that she will get the opportunity to spend a little more alone time with Brittany during her stay at McKinley.

***

Holly leans over a broken desk behind the stage, trying to catch her breath after she and Rachel finish their performance. Her heart pounds from not only the exertion of performing, but at the memory of Brittany winking at her from the audience; she had nearly lost her footing when she saw that and it was only by some miracle that she managed to stay upright and continue on dancing.

Holly struggles not to think of the cheerleader and their earlier encounter as she changes out of the performance costume and back into her regular clothes. As she leans over to grab her shoes from under the desk, she hears footsteps approach from behind her and come to a stop a couple feet away, skirting the edges of her peripheral vision.

Legs are all she sees as she turns her head. Deceptively long, tanned legs. Her mind blanks and all thoughts of Brittany are thrust to the side as she drinks in the sight, vaguely wondering how a girl as small in stature as Rachel could have legs that seem to go on for days. Realizing she's staring, she shakes the thoughts from her head as she quickly slips on her shoes and stands up straight, looking down at the diminutive brunette with a smile.

"You did a great job out there, Rachel," she offers sincerely. "The rest of the kids seemed to think so, too."

"Thank you," Rachel ducks her head down, hiding the flush that's spreading across her cheeks. "Although, I think their applause was intended more for you than it was for me. They have certainly never cheered like that for me before."

"They were cheering for you," Holly states firmly, placing her hands on Rachel's shoulders and giving them a reassuring squeeze. "Maybe you just need to cut loose a little more. Like you did today. So they can see not just how talented you are, but how fun you can be."

"I suppose you're right," Rachel says, then smiles warmly at Holly. "I really must thank you for helping me do this, Miss Holliday. I know you and I got off on the wrong foot earlier, but you truly are a great substitute, even if your methods of teaching are a little unorthodox at best."

"Thanks... I think," Holly laughs.

"I mean it," Rachel looks down, her hands fidgeting in front of her. "Mr. Schuester is a great teacher, but I think maybe sometimes he doesn't understand me, and I think, because of that, sometimes he's unreasonably hard on me. He sort of assumes that I'm being a 'diva', as the other kids would say, every time I disagree with him and doesn't really try to understand me anymore."

Though she has yet to meet the man, from what she's learned about him so far, it doesn't surprise her that he would give up on trying to understand someone like Rachel. So, Holly does what Will Schuester won't, what she's sure no one else, aside from her parents, has done, and listens silently.

"Though you were rather rude to me in the hall, telling me in no uncertain terms that 'I suck'," Rachel looks up at her pointedly, the corners of her lips twitching the slightest bit, eyes sparkling with amusement rather than insult, which only serves to make Holly flush lightly. "You were kind enough to listen to my ideas and while that alone would be more than Mr. Schuester has done as of late, you went a step further by getting on that stage and performing with me even though you do not have any previous vocal or dance training."

"Everyone needs an outlet for their talents, especially someone as talented as you. I'm kinda surprised that Mr. Schuester squanders yours and the other kids' talents by making you guys sing 80s rock all the time," Holly says. "I like 80s rock as much as the next girl, but it doesn't do much to showcase all the different abilities that a showchoir as talented as New Directions possesses. Like for instance, your dancing. You're really good, Rachel."

Rachel ducks her head with a gracious smile and tucks a loose strand of hair behind her ear as she scuffs her shoe against the worn hardwood floor. Lifting her gaze to look at Holly once more, she raises up on the balls of her feet, intending to leave a kiss on Holly's cheek. But she rises too quickly, the momentum propelling her forward and she finds herself pressed into Holly as her lips connect with the corner of the blonde's.

She quickly pulls away and steps back, a hasty apology ready to spring from her lips until she notices that Holly's eyes are closed and her lips are slightly parted, her cheeks bright with color. Rachel bites at her lip, then moves closer. Holly's eyes snap open as Rachel places her hands against Holly's shoulders, steadying herself as she again rises, angling her head and leaning forward as she goes.

This time, when Rachel's lips brush across Holly's, shyly and tentatively, it is no accident.

Holly pulls back, surprise evident in her eyes, before she is too far gone from the gentle pressure of Rachel's lips against hers and looks down at her. "What are you doing?"

"Showing my gratitude," Rachel answers softly, unconsciously smoothing her thumb over the silky skin of Holly's shoulder not covered by her shirt.

"Rachel, you don't need to do that," Holly says gently, bringing her hand up to cover Rachel's with her own.

"I saw you," Rachel says. "Earlier. With Brittany," Holly's stomach knots. "I was coming by the choir room to speak with you and I saw the two of you."

Not knowing where Rachel is going with this, Holly simply says, "Okay." What else could she say?

"You obviously are not opposed to student-teacher relations, and while I, myself, am usually firmly against them, especially after my temporary lapse in judgment last year when I had a crush on Mr. Schuester, I can't deny that you are an attractive woman," Rachel confesses confidently even as her cheeks flush with her admission. "And I want to show my gratitude for what you've done for me today."

"You've already thanked me," Holly reminds in protest that she knows doesn't even qualify as half-hearted.

Rachel moves her hand from Holly's shoulder to the side of her neck, stroking the smooth expanse of skin with the pads of her fingers. Holly shivers imperceptibly from the gentle caress as Rachel inches closer, sliding her hand to the back of Holly's neck where fingers curl, tickling the soft, fine hairs underneath them.

"I find that words can sometimes be lacking when expressing one's gratitude," Rachel says, her voice barely above a whisper.

Any further protests Holly might have had - not that she actually had any - are purged from her thoughts as Rachel draws her down, their lips meeting in a languid kiss. While Rachel's lips aren't as dominating and insistent as Brittany's, but rather unassuming and asking, they still elicit the same reaction from her body. The same arousal, the same want for more.

But all too soon Rachel is pulling away and ending the kiss, leaving Holly breathing heavily as her eyes, dark with desire, flicker open. "You're welcome."

"I do not believe, Miss Holliday, that that simple, yet immensely enjoyable kiss was sufficient in thanking you," Rachel asserts, caressing Holly's cheek with the backs of her fingers before leaning in and pressing a kiss to the blonde's collarbone. "I haven't finished properly thanking you. Yet."

Holly groans inwardly at the tone of Rachel's voice and the implication it carries, and wonders what the little brunette has in store for her. Then, she feels Rachel's hand against her stomach, gently pushing her until her back is against the wall, and watches in surprised, but rapt fascination as Rachel sinks to her knees; the sight alone is enough to draw a moan from her lips.

Hands press against the insides of her ankles, causing her to widen her stance. Fingertips glide slowly up from her ankles to her calves to where her skirt stops just above her knees, and Holly shivers in anticipation. When Rachel grabs her hand, she's confused for a second, unsure of what the brunette is doing. But then, realization dawns on her as Rachel uses her other hand to push her skirt up and folds Holly's hand over the hem, making her hold it in place.

The trembling of Rachel's fingers as they curl underneath the elastic of Holly's panties prompts Holly to, for a moment, try to ignore the haze of arousal clouding her mind and focus on her concern for the brunette. With her free hand, she tucks her fingers under Rachel's chin and tilts her head back until their eyes meet. "Are you sure you want to do this?" As much as she wants Rachel to thank her in the way she intends, Holly refuses to let her do something she really doesn't want to do.

Touched by the concern, the trembling stops almost immediately as Rachel smiles impishly and nods. "I'm quite sure."

Holly barely keeps a sigh of relief from falling from her lips at Rachel's response; she would have walked away had Rachel said the word, but she's glad she doesn't have to. Especially when she feels Rachel's lips brush against the inside of her thigh, her bottom lip dragging along her skin as Rachel kisses higher and higher.

With a final kiss pressed just below the waistband of her panties, Rachel leans back on her heels and slowly eases Holly's panties down over her hips. Holly bites down on her lip as heated flesh is exposed to cool air, her hand moving to rest on Rachel's shoulder to steady herself as Rachel lifts each leg and slips her panties off, casting them to the side.

Small hands run along the outside of her thighs, caressing them almost reverently and causing goosebumps to rise up all over her body. She can't remember the last time she's been touched like this, by a hand not her own. Each touch, each drag of Rachel's nails down her thighs, feels like lightning strikes to her skin, electrifying and hot.

Rachel's so close to her now she can feel the warmth of her breath against her skin, and she shudders, instinctively canting her hips forward, closer, her fingers tangling in luxuriously soft brown hair. The first hesitant touch of Rachel's tongue has her head lolling to the side and her eyes snapping shut as a soft moan rises up from deep within.

She forces herself to open her eyes and her head falls forward, her knees quivering from the experimental strokes of Rachel's tongue as she looks down at Rachel. Her chest seizes with pleasure and a twinge of guilt; Rachel, down on her knees with her heels poking out from underneath her and eyes looking up at her beseechingly through long fluttering lashes while her mouth moves over her, looks impossibly young. But the pang of guilt is easily overridden by the knowledge that Rachel wants to do this, wants to please her, and by the pleasure that the brunette is giving her.

While it's obvious that Rachel lacks experience, from the hesitancy with which she moves her tongue to the way she seems unsure of where to place her hands while she's exploring Holly with her mouth, her enthusiasm and the determination to please has Holly drawing Rachel closer, her breathing becoming shallow and ragged.

She wants to tilt her hips forward, to urge Rachel to use more pressure, but she doesn't want to push anymore than she already is by having her hand in Rachel's hair, twisting and pulling. But she realizes that she doesn't have to, because with every moan, every whimper that tumbles past her lips, the strokes of Rachel's tongue become more insistent, more confident.

Soon, her eyes are screwing shut and she's drawing her bottom lip into her mouth, biting down hard on it to keep herself from calling out Rachel's name as waves of pleasure rip through her body like a raging ocean tide. While her body shudders and hums with release, her lips twitch into a small, satisfied smile as she slumps against the wall, the muscles in her legs weak and straining to hold her up. Her fingers loosen their grip on Rachel's hair and thread through dark locks gingerly, almost affectionately, before moving her hand away as she slowly opens her eyes.

Rising to her feet, Rachel discreetly wipes at her mouth with the back of her hand, then tugs at the hem of her skirt to straighten and smooth the material. As she raises her hand to run her fingers through tousled hair, she holds her chin up and smiles brightly at Holly, her full lips still glistening with Holly's desire.

"I hope that that sufficiently conveyed the gratitude that my words alone could not," Rachel says, eyelashes fluttering, then swipes the tip of her tongue along her lips. Holly has to bite back a moan, reminded of how that tongue felt against her skin. "I'm afraid I must be going now. Mr. Anders frowns upon tardiness and I can't have a mark marring my perfect record. It was a..." The corners of Rachel's mouth pull up into a coy smile, "pleasure having you as a substitute, Miss Holliday."

Holly watches as Rachel turns on her heels and saunters across the stage like a model on a catwalk, skirt swishing with every step, and disappears out of the auditorium. She leans back against the wall and runs her fingers through her hair, chuckling softly.

Rachel had certainly proven that she wasn't the drag Holly intially thought her to be.

***

Aside from a few stragglers hurrying to make it to class before the tardy bell rings, the hallways are empty when Holly makes her way to the Spanish room. With every step she takes, she's mindful of the slick wetness between her legs, a remnant of her little backstage rendezvous with Rachel, rubbing against and smearing her inner thighs. Putting on her panties after being on the dirty, dusty floor wasn't an option, so instead she deals with the mildly uncomfortable feeling of her thighs sticking together as she walks.

She's thankful that she has this period free because she knows there's no way in hell she would be able to focus on teaching those kids anything. Not while images of Rachel down her knees again assault her mind. Not when all she wants to do is find Rachel and teach her all the things she knows, completely unrelated to academics.

With a sigh, she pulls her keys from her pocket and unlocks the door to the Spanish room, then slips inside, closing the door behind her. After the lock clicks back into place, she walks over to the desk and pulls open the top drawer, tossing her keys inside before reaching over to turn on the lamp. When the light flickers on, Holly gasps upon realizing she's not alone in the room.

On top of a desk in the back of the room sits Santana, arms folded over her chest and left leg crossed over her right, watching her intently.

"Santana? How did you get in here?" Holly asks, her voice shaking slightly from being startled and her heart still racing.

Santana vaults off the desk with feline grace and begins walking towards Holly. "I've always been really handy with a nail file."

"So I see," Holly says, eyebrow raising as Santana moves in closer. If she were ten years younger she might be unnerved and maybe a little intimidated by the way Santana stalks in front of her, moving from side to side, eyes roaming over Holly as if to study her. Instead, she finds the scrutinous gaze curious. "What are you doing?"

"Shut up," Santana responds, her tone low and vaguely husky. After a couple minutes of looking Holly up and down, Santana stops in front of her and Holly's met with eyes that are dark and distant, looking but not seeing. "Britt told me about the two of you playing tonsil hockey earlier." Although not surprised by Santana's words, Holly waits silently, having heard as well as bearing witness to how conniving the cheerleader could be, for the other shoe to drop and the attempt at blackmail to begin. "Said it was like making out with herself."

It's one of the stranger things Holly's ever heard anyone say, but then she remembers it's Brittany and Brittany is as strange as she is beautiful. Still, that doesn't explain what that has to do with Santana and why she's here. Right as she's about to ask, the distant look leaves Santana's eyes and is replaced by one of focus.

"Hope she's right, teach."

Holly doesn't have time to think about what Santana means before the cheerleader is grasping the back of her neck and pulling her down into a deep kiss. While not aggressive, like she would have expected from Santana (she had overheard Puckerman telling one of the other jocks that one time when he and Santana made out, she had almost bit right through his lip), there is an undeniable level of passion and hunger in the kiss that has her feeling more than a little light-headed.

Santana pulls back a little, flicking the tip of her tongue over Holly's upper lip before breaking the kiss completely. As Holly's eyes flutter open and she finds herself looking down into Santana's eyes, she sees something flicker in them. Almost like... sadness. But just as quickly as it appears, it's gone again and Holly feels herself being walked backwards until the back of her thighs hit the front of the desk. Santana leans down slightly as her hands slip behind Holly's knees and lifts her up, setting her on top of the desk.

Santana steps forward until she's standing between Holly's legs, then reaches over and turns off the lamp. Beams of sunlight filtering in through the blinds at the back of the room are now the only source of light in the darkness. Even in the dark Holly can see the soft intensity reflecting in Santana's eyes and wonders what is going on in the brunette's head.

When Santana leans in capturing her lips once more, her thumb brushing over Holly's cheek as her palm rests against the curve of her jaw, there's a gentleness to the kiss, to her touch that's wholly unexpected. It seems so out of character for the prickly girl she had met earlier in the choir-room, for the girl who Puckerman, as well as a few other guys, had referred to as an absolute hellcat to be sighing against her lips and kissing Holly like she might break if she's not careful.

Santana's hand moves to the small of Holly's back and pulls her in closer until she's pressed firmly against the flat, twitching muscles of Santana's stomach. There's a groan, but Holly isn't sure if the sound came from herself or the cheerleader or perhaps even from both. All she is sure of is the nails trailing lazily up and down her back and the tongue sliding against her own, tasting vaguely of herbs used in breadsticks.

She reaches up, fingers toying briefly with the elastic tie holding Santana's ponytail together before pulling it away, allowing dark tresses to fall freely around her shoulders as the scent of pomegranate reaches her nose. When she wraps her legs around Santana's waist, desperately wanting to seek out any sort of friction that could ease the frustration building inside of her, Santana draws away from the kiss. She's close enough still though that Holly can feel the sharp puffs of air blowing over her skin as she breathes in and breathes out, can see the tension set in Santana's jaw.

"Are you okay?" Holly asks, dipping her head down slightly to catch Santana's gaze while her fingertips smooth over her twitching jaw.

Santana leans in and presses a quick kiss to Holly's lips. "I told you to be quiet," she chastises with a small smirk as her hands move between them to the hem of Holly's blouse, her fingers curling around the fabric, waiting.

Holly nods and gives a small smile of encouragement, urging Santana to continue.

Santana tugs the top over Holly's head and tosses it to the side, her eyes lowering to the newly bared skin before her. Holly watches as creases form between the cheerleader's eyes, her brows furrowing like she's confused by what she sees while her hand hovers hesitantly near Holly's stomach. Dark eyes raise to meet hers and she chews at her lip, unsure of whether or not Santana is going to continue. As with earlier, the moment ends as quickly as it begins and Santana's lips upturn into a small smile as she leans in, eyes closing as their lips meet.

Holly's eyes slide closed as Santana's mouth moves against hers while slender fingers touch lightly against her abdomen. Apprehension bleeds into the touch even as Santana takes Holly's bottom lip between her teeth, tugging at it gently before releasing it to fully kiss her once more. There's something to Santana's hesitation, but Holly knows that it has nothing to do with nerves. It's like there's a war being waged between body and mind with Santana herself fighting against both. But as an eager tongue slips past her lips, all thoughts of what may or not be weighing on Santana are banished from Holly's mind.

Ivory skin burns underneath fingers that glide over the smooth expanse of her abdomen, then come to a stop just below the black lace of her bra. As the hesitation and apprehension fades from Santana's touch and confidence takes its place, she moves her hand up and palms Holly's breast firmly, turning the blonde's quiet sigh into a breathy moan against her lips. Holly buries her fingers in Santana's hair, gripping the soft strands tightly as she arches into the touch.

Santana's lips fall away from hers and travel along the curve of her jaw while a thumb barely brushes over her nipple, instantly making it harden and strain against the material of her bra. Tilting her head to the side to further expose her neck, Holly whimpers as Santana sucks at her pulse point ensuring that a mark will be left there. While Santana laves her tongue over the patch of reddening skin, Holly relinquishes her hold on Santana's hair and lowers her hands to the sides of the cheerleader's uniform top, blindly searching for the zippers.

While she tugs helplessly at the uniform top, Santana reaches around Holly's back, deftly unsnapping the blonde's bra with one hand. With a final soft kiss to Holly's neck, Santana leans back and for once, Holly doesn't see any confusion or hesitation in dark eyes, only desire. Santana dips her fingers under each strap and slowly pulls them down Holly's arms before removing the garment completely and tossing it aside, just as she had earlier with the blouse. Holly watches as Santana's eyes drift lower and her bottom lip folds between her teeth.

"Lay down," Santana instructs softly.

Holly unwraps her legs from around Santana's waist and pushes the few books and papers scattered beside her onto a table pushed against the side of the desk. As she moves to lay across the desk, she watches as Santana unzips the sides of her uniform top and pulls it off, discarding it on the floor with a light thud. The skirt and spanks follows shortly after, and Holly swallows hard as she takes in the sight of Santana standing in only her bra and panties.

A light smile spreads over Santana's features as the brunette eases up on to the desk and straddles Holly's leg, her knee pressed just inches away from the blonde's center. Feeling the evidence of Santana's arousal against her thigh, Holly groans as she reaches up and curls her hand around the back of Santana's neck, pulling the cheerleader down into a kiss. The feel of Santana pressed flush against her bare chest is almost more than she can handle as she rakes her nails down her back, while her tongue slides against Santana's, drawing the brunette in deeper.

Santana's hand moves between their bodies up to Holly's breast, kneading the fleshy mound gently as her thumb swipes over her stiffened nipple. Holly draws Santana's bottom lip between her teeth and sucks on it as she lifts her right leg to wrap around Santana's waist, pulling her closer until Santana's thigh presses against her. As Santana draws back from the kiss, supporting her weight with the hand planted near Holly's head, and rolls her hips into her, creating more of the friction that she's desperately been seeking, Holly struggles to bring air into her lungs as pleasure surges through her body.

Somehow she manages to raise her own thigh as her hand moves to Santana's hip, pulling the brunette down. She revels in the sound of the low moan that rises up in Santana's throat and flexes her thigh as the cheerleader's head hangs down, her forehead pressing against Holly's shoulder.

"God, I've missed doing this."

Holly barely hears the words mumbled into her skin as Santana's hand trails down between them, fingers sliding inside of her easily. Her hips buck instinctively, drawing another low moan from Santana when her thigh connects firmly with Santana's center, which only serves to further arouse Holly.

Unlike with Rachel, there's no doubt in Holly's mind that Santana's done this before as the fingers inside of her twist and curl, thrusting in a pace that's confident and sure while being relatively gentle. Teeth nipping at her earlobe and tugging lightly makes her gasp softly as she tightens her grip on Santana's hip, pulling her down harder and closer as she rocks her thigh in rhythm with Santana's thrusting fingers and hips.

The thin sheen of sweat forming over her body makes her back stick slightly to the surface of the desk even as it bows up sharply when she feels another finger slide inside of her, stretching and filling her in a way that she's become unused to in recent months. The fingers of her free hand, the one not guiding Santana's movements, dig into the cheerleader's shoulder blade and hold tight as if she's out in the middle of the ocean and Santana is the only lifeline she has left.

The warmth of Santana's breath washing over her ear and the sounds of her harsh panting and moaning echoing inside of her head is like a drug, intoxicating and addictive, and it spurs Holly on, driving her to get her fix. Her nails dig into Santana's back, eliciting a hiss of pleasure from the cheerleader and answering with her own when Santana's fingers slide deeper and thrust harder.

And then, Santana's fingers curl just right and her thumb grazes and rubs exactly where Holly needs and suddenly, she's biting down on the juncture between Santana's shoulder and neck as she drowns in pleasure, her body quaking and trembling with much needed release. Though her mind can't comprehend much beyond the pleasure, she's aware, a few seconds later, when Santana surges forward one last time on her thigh and the cheerleader's body tenses before collapsing against her, chest heaving and breathing heavily.

Sated, Holly's lids feel heavy and threaten to slip shut as her breathing slowly begins to even. Before they have a chance to close, Holly notices the slight crease between Santana's brows and a flicker of what looks like disappointment in her dark eyes. And then, just like that, she sees the walls behind Santana's eyes quickly move back into place as a smirk forms on swollen lips.

"Thanks for that," Santana says, easing off the desk and Holly can't help but marvel at the way she makes it sound as though she's thanking her for an extension for an assignment.

She watches as Santana regains her composure quickly and pulls on her uniform, looking as though she's done this a million times before. A part of her is a little jealous of the recovery rate of the teens in this school; while her body is still flush and she struggles to get her breathing under control, Santana now stands before her as if nothing had even happened.

"Gotta say," Santana says over her shoulder as she heads towards the door, pulling her hair back into the mandatory Cheerios' ponytail as she goes. When she reaches the door, she unlocks it and turns to look at Holly, her smirk widening. "You make a pretty decent substitute, but you ain't gots nothin' on the real thing." And with that, she ducks out of the classroom, leaving Holly slouching on the desk.

Holly tilts her head to the side, frowning slightly, as she replays Santana's parting words in her mind. She smiles softly and shakes her head as it dawns on her that Santana's words weren't in reference to her being a substitute for Will Schuester (although they were certainly meant to seem that way, and she could even believe that maybe a small part of their meaning was intended for him), but rather as a reference to her being a substitute for someone else.

The way Santana looked at her like she was hoping to see someone else, the way she touched her like she was touching someone that mattered to her - even though Holly knows she doesn't mean anything to the cheerleader. It all made sense. And though she isn't completely sure, she has a pretty good idea as to who she had been a substitute for.

A chill shoots through her body as the cool air blows down from the vent in the ceiling and Holly is shaken from her thoughts and reminded of where she is as well as her state of undress. Quickly, she slides off the desk, covering herself as best as she can with her crumpled shirt before darting over to the door. As she snaps the lock into place and leans against the door, her lips curl up into a small smile as the lingering scent of pomegranates reaches her nose.

She doesn't know if things will work out for Santana, but if they don't, she definitely wouldn't mind playing substitute for her again outside of the classroom.

***

Holly runs her fingers through her hair that's still wet from the performance she and Will along with the rest of the glee club had put on a short while ago, trying to ease out the small knots and tangles as she makes her way across the parking lot. Even though she can admit that Will turned out to be a decent guy, her belief that he should loosen up a little more and not dismiss the kids' ideas so quickly is still firmly in place.

She remembers the way the kids' faces lit up when she suggested to Will that they use a more modern song to mash-up with Singing in the Rain. She might not have known how to help Mercedes after she got in trouble with Sue the way Will had, but she knew how to help them relax and have fun, how to help them let their voices be heard. She might not be Will Schuester good, but she's still a pretty damn good teacher.

So lost in her thoughts, she doesn't notice the figure leaning against her Escalade with arms crossed over their chest and eyes narrowed, waiting for her.

"Miss Holliday."

Startled by the low voice, Holly's head snaps up and her eyes fall on the girl standing in front of her. It's the other blonde cheerleader from the glee club - Quinn. "Yeah?" she asks, readjusting the strap of her purse on her shoulder.

"What happened between you and Berry?" Quinn asks, cocking her head to the side as a pale brow quirks slightly.

For a moment, Holly is confused. Who the hell is Berry? And when realization dawns on her a few seconds later that Quinn is referring to Rachel, her lips curl into a satisfied smile as she remembers her earlier encounter with the pint-sized brunette.

"Oh, Rachel," she chuckles softly. "Yeah, I don't know why you guys insist on her keeping her mouth shut, cause damn, her talent for using her mouth goes beyond just belting out songs. Started off a little shaky, but once she got a rhythm..." Holly trails off, her eyes glazing over with the memory of Rachel's tongue moving against her.

"I-I didn't m-mean... s-she... what?" Quinn's stuttering pulls Holly from her reverie and she glances up at the blonde, whose pale brows are furrowing deeply as hazel eyes search hers questioningly. And then, like a flip has been switched, Quinn's eyes narrow and squares her jaw as her lips purse into a thin line. "Oh."

It's then that Holly realizes that Quinn must have meant something else with her question, and not for the first time in her life, she wishes she thought more before speaking. But in her defense, Rachel and Santana had known about her encounter with Brittany, how was she to know that this situation wasn't the same?

"Makes sense," Quinn grinds out quietly, her eyes falling away from Holly's as her arms drop to her sides. "You know, I was happy when you two performed that mash-up. It's the first time that I can remember ever seeing Rachel look so relaxed and carefree, like she was really enjoying herself and not just worrying about being better than everyone else."

With Will being their teacher and seemingly never listening to their ideas, Holly thinks, it's no wonder that Rachel is so uptight all of the time.

"It was nice to see," Quinn admits softly, like she's saying it more to herself than she is to Holly. Holly watches as Quinn raises her eyes, the hazel orbs hardening and growing cold while her lip upturns into a small sneer. "But then, for three periods, I've heard nothing but how wonderful of a teacher you are. How she hopes that you're called on the next time Mr. Schuester is sick and needs someone to fill in. How surprisingly lovely your voice is."

Any other time her ego would be latching on to all the great things Quinn is saying that Rachel said about her, but the only thing her mind can focus on is how with every emphatic word, Quinn takes a step closer until she's mere inches away. It's the first time since Cameo punched her in the face a couple of years ago that a student has managed to intimidate her. But unlike with Cameo, she knows that there's much more at stake with Quinn than just the possibility of violence.

"It was annoying, but I thought it was just Rachel being overly excited over having someone actually listen to and use her ideas. Apparently, I was wrong, though," Quinn's nose flares as she says this. "All that ranting about you, the extolling of your virtues - all because you had sex with her."

"What? No! W-We didn't have sex!" Holly raises her hands up in defense along her quick words. Quinn's glare undermines her statement and she knows she's going to have to explain in some way to get out of this. "Well...like, not really," she feels her palms growing sweaty as Quinn's brow arches and her jaw clenches in disbelief. "Rachel - she came to me. She wanted to thank me for helping her with the duet and she kissed me, but it went further... to show her gratitude," Holly winces internally at her own words; she knows she's only digging herself a deeper hole. "I-I didn't touch her."

It doesn't change what happened with Rachel, but she hopes that maybe that piece of knowledge, that she didn't touch the brunette, will calm Quinn in some way. But Quinn is still glaring at her, anger coloring her cheeks. Although the fierce glare and obvious anger are intimidating the hell out of her, it's the silence she's met with that's the most unnerving and makes her bite anxiously at her lip.

Then, she sees Quinn's arm quickly coming up from her side and she flinches, her mind taking her back to Roosevelt High when Cameo came barreling up the aisle right before her fist connected with her face.

But the punch never comes.

Instead, Quinn grabs her roughly by the shoulder and shoves her towards the back door of her car. "Get in." Quinn's words, which come out almost like a growl, leave no room for argument.

Holly quickly opens her purse, fumbling around inside for her keys. Her hands shake with anxiety as she pulls out the keys and unlocks the back door. As soon as the door is open, Quinn's hand is on her back, pushing her inside.

She shuffles across the backseat as Quinn climbs in behind her, slamming the door shut. There is minimum light inside the confines of her car shining in from the streetlights outside, but she can still see the anger clouding hazel eyes and the heavy rise and fall of Quinn's chest. Before she knows it, there's a hand pressing firmly on her shoulder, pushing her down into a kneeling position.

"Do what Rachel did," Quinn instructs in an even tone, as she leans back against the door.

Holly breathes in deeply as she looks down at the cheerleader's long, pale legs. She doesn't have to make a decision on what to do. If this is what Quinn wants, if it'll do anything in helping her stay out of trouble, then she'll do it. There's also that part of her - the part of her that's not concerned with any possible consequences, that's only concern is gratification - that is a little turned on by Quinn's show of aggression.

She doesn't bother wasting time on moving her hands reverently up Quinn's legs like Rachel had on hers - it would probably have only served to piss her off even more anyway - as she slips underneath the pleated skirt without preamble. She dips her fingers beneath the elastic of the spanx as well as her panties and pulls them down over slim hips before removing both completely.

She shifts back on her knees while her hands move to rest on top of Quinn's thighs. As she parts them, she can feel the tension in the toned muscles and glances up at Quinn, who only continues to glare down at her. Sighing to herself, she raises the leg nearest to the backseat and drapes it over her shoulder while pushing the other over until it's stretched out over the center console between the front seats.

As she shifts on her knees again, this time moving closer, she flips the front of the skirt up over Quinn's stomach. A quiet whimper escapes past her lips as she takes in the sight of the cheerleader bared in front of her. After today, she finally understands why high school boys (and some high school girls) and grown men (and some grown women) are fascinated by and have fantasies about cheerleaders.

Leaning in closer towards Quinn, Holly closes her eyes at the heady scent reaching her nose. But she doesn't have much time to enjoy the scent before fingers are curling in her hair, jerking her down until she's close enough to feel the heat radiating from the other blonde. Her eyes flicker upwards to look at Quinn and can see the barest hint of teeth as the girl sneers at her.

There's no hesitation as she grips Quinn's thighs and her tongue begins to move against heated flesh - she's not going to waste her time (or Quinn's) with experimental or teasing strokes. She groans as she loses herself to the taste of Quinn; the taste of power, of aggression, and of anger.

As Quinn's hips cant towards her, Holly peers up through her lashes and can't help but smirk against the blonde as she watches the girl struggle to remain stone-faced and detached. She doesn't know why Quinn won't let go and enjoy herself, especially since she was the one who initiated this whole thing. Then again, she doesn't know why Quinn's so pissed off either. But the soft, little breathy moan that follows after she flickers the tip of her tongue over and around the swollen bundle of nerves is all Holly needs to know that Quinn is finding the experience pleasurable, even if she refuses to let it show.

When sharp nails dig into her scalp, a low groan rumbles inside of her chest as she closes her eyes before she uses her teeth in return to elicit a loud hiss from the cheerleader. She doesn't have to look up to know that Quinn's eyes are probably narrowed and that teeth are being bared in all their pearly white glory after that. But she doesn't think about it too much, as she feels Quinn's thighs quiver beneath her palms while the sharp exhalations coming from the girl begin to increase in frequency.

All it takes is a few more quick, broad strokes of her tongue before Quinn is trembling, her thighs clamping shut with Holly's head caught in between and her grip tightening in Holly's hair.

It takes a few moments before muscular thighs release her and a few moments more for Quinn to roughly push her away. Holly swipes the back of her hand across her glistening lips, trying to hide her smug smirk at the power trip of making this angry girl come apart beneath her mouth. She watches as Quinn lifts her hips and pulls up her panties and spanks, her stony expression back in place.

Quinn visibly releases a slow breath. Except for the flush of color to Quinn's pale cheeks, no one would've known that anything had happened in the back of her car and Holly once again feels the stab of jealousy at at the recovery rate of these young adults.

She narrows her eyes at the glaring teenager just as she pushes open the door and climbs out. She wonders if this was it when she had expected something a little more scary from the head cheerleader, and then Quinn is leaning back into the car.

"One last thing, Miss Holliday. If Rachel asks for your help again," Quinn begins, the curling of her lip into a sneer undermining the deceptively sweet tone of her voice. "I'd suggest you turn her down, because if you even think about going near her again, I will go to Coach Sylvester and trust me when I say, I will make sure that she makes your life a living hell. The same applies for if you tell anyone about what happened just now. Do you understand me?" Holly nods dumbly in response. "Good."

And with that, Quinn slams the door shut with such force it causes Holly to jump slightly and the car to rock on its wheels.

Holly blinks, finally realizing and understanding the reason why Quinn is the head cheerleader and why the student body as a whole seems to bow down to her. While she still has no idea what the hell just happened, the one thought that echoes in her mind is that there is no way in hell she would be going anywhere near Rachel Berry again or letting her come near her again.

The only other thing she is certain of is that Quinn Fabray, the girl with the face of an angel and the sweet voice of a young girl, is one scary ass cheerleader.

***

The next day, Holly once again finds herself standing in front of the glee club after Will had called her in to substitute - apparently spending half an hour performing under cold, streaming water isn't actually conducive to getting over an illness. While the kids talk amongst themselves, deciding who would be performing first and what songs they were going to perform, Holly lets her eyes roam and her mind wander.

At the left side of the room on the second level of the risers, Santana sits mindlessly filing her nails, every so often stealing glances at the blonde who is sitting below her talking to Artie. After a couple minutes have passed, Artie leans over and kisses Brittany's temple, which causes a scowl to appear on Santana's face, before turning and rolling towards the other side of the room to talk to Mercedes.

Holly watches with interest as Santana nudges Brittany's side with the toe of her shoe. When the blonde looks up at her, Santana tilts her head towards the empty chair sitting at her side and Brittany quickly moves up the riser to settle down next to her. The brunette glances over towards Artie, who is now talking animatedly with both Mercedes and Tina over a piece of sheet music, before reaching down beside her and pulling her backpack into her lap.

Holly, realizing she's being too obvious with her staring, ducks her head down slightly, but continues to watch. As Santana reaches into her bag with one hand, she raises her other hand up and brings her finger up to her lips while looking at Brittany meaningfully. Brittany seems to understand and nods, bouncing a little in her seat with barely contained excitement. With a light smile, Santana pulls what appears to be a small stuffed, yellow duck out and gently places it in Brittany's hands.

The reaction is instantaneous; Brittany's face lights up and surges forward, wrapping her arms around Santana's neck and pulling her into what has to be an almost bone-crushing hug. If there was any doubt in Holly's mind before as to who she had played substitute for, it quickly goes away when she sees the way Santana's cheeks flush brightly after Brittany kisses her on the cheek, then lays her head on Santana's shoulder while she pets the little duck.

It's such a sweet moment and feels so intimate despite it happening in a room full of other people that Holly clears her throat and turns her gaze from them, not wanting to intrude on their moment any longer.

When her gaze lands on Rachel who is making her way down the risers to the front of the room, her eyes widen and she swallows hard, remembering Quinn's parting words from the night before. Would Quinn follow through with her threat if it was just talking? But for now she doesn't have to worry about that, and sighs in relief, when Rachel comes to a stop a few feet away from her in the middle of the room and begins speaking to the other glee club members.

Holly nods absently when Rachel announces what song she's going to perform as her eyes drift towards Quinn. The blonde has been cutting subtle glares at her since she took a seat beside Rachel - who did a double-take when she realized who was sitting beside her, an expression of confusion and surprise written clearly on her face, before smiling lightly - at the beginning of class. Even now as she looks at Quinn, hazel eyes drill into her and she has to resist the urge to cower under the intensity of the glare.

But as the band begins to play and Rachel's soft voice fills the room, Holly notices something surprising.

As soon as Quinn pulls her gaze away from Holly and turns her attention to Rachel, her eyes, her expression, her whole demeanor, really, softens. It's like there's a completely different person sitting where the bitchy cheerleader had previously been seated. Gone are the glares and the icy facade of the Queen bitch and in their place a gentle smile plays on the girl's lips as she nods her head in time with the music.

Suddenly, all of Quinn's anger and aggression during their encounter last night makes sense, and Holly can't help but to chuckle softly to herself.

The rest of the class goes by pretty quickly after Rachel's performance (which Quinn softly claps for at the end) and before she knows it, the bell is ringing. As she gets up to go get her stuff out of the office, she smiles when she notices Brittany and Santana walking out of the room, their pinkies laced together and a warm smile on Santana's face as she listens to whatever Brittany is saying. Looks like things would work out for Santana after all.

While she gathers up her belongings, she glances up to see that most of the other kids have already filtered out of the room. Except for Rachel and Quinn. She watches on as Quinn, appearing almost nervous, approaches Rachel at the piano where the brunette is sorting through sheet music.

"Ber- Rachel," Quinn quickly corrects, ducking her head slightly as Rachel glances up from the papers. "I just wanted... I just wanted to tell you that you sounded amazing today."

Rachel looks dumbfounded, then smiles hesitantly. "T-Thank you, Quinn."

Quinn nods slightly as a shy smile forms on her lips before pulling the strap of her bag tighter against her shoulder and walking out of the room.

Holly leans against the door frame as she watches the small brunette follow after Quinn. She smiles to herself and then feels a little guilty at hoping that it’s not so long before Will Schuester is ill again and she can once again substitute for this little band of Gleeks. Their interactions were almost like watching a Mexican soap opera and Holly couldn’t wait to come back and see what happens next.

She might not have taught them anything she was supposed to teach them, but she had certainly helped at least a few of them in areas that were more important than any lecture she could give. And really, that's all that matters to her.