Background: If you haven't read the first part (you should lol) called "It Was This Big!" Brittany detailed her and Kurt's sexual conquests during the brief time they were dating which consisted of Kurt getting a blow job and Brittany getting eaten out in compensation.

To tell her story though, Puck had to tie Kurt up to a chair and then Brittany was able to tell the Glee club (sans Finn and Schue) about their exploits. Afterward the guys ran to the bathroom and locker room because lets face it, Brittany and Kurt having oral sex, it's kinky.

I'm so thankful for the positive reactions I got to this story and I just had to write another chapter because the reviews were so lovely!

Kurt sighed again. "Hey, where did all the guys go?" Kurt suddenly asked, rubbing his wrists from where he had been tied up against the chair.

Tina looked outside the classroom to see all the guys banging on the bathroom stall screaming at Puck to unlock the door. Artie started wheeling himself towards the locker room and Mike followed him.

"I feel so lucky to be a woman," Mercedes began. "You know, never having to be worried about erections and stuff. I mean, believe me, I'm turned on, but I can't really do anything about it right now."

"I don't know about you Mercy," Rachel said a bit dazed. "But I've definitely got a lady-boner. And oh my god I wish I didn't respect myself enough to stay a virgin till I'm married."

Brittany looked up at Kurt from where she was untying his legs with a suggestive smirk.

"No."

She gave a little grin. "I'll give you another blow job."

"That's not really much of an incentive right now," Kurt deadpanned.

"Just help Rachel out. She's our friend... and I can always give your future dolphin some tips..."

Kurt raised an eyebrow, intrigued. "You'd give my future boyfriend, whoever that may be, tips on bj's?"

She nodded.

"You promise?"

"I won't exactly be embarrassed to," Brittany said matter-of-factly.

Kurt looked over at Rachel whose eyes were extremely dark and was fidgeting like crazy in her seat.

"Oh fine!" Kurt announced, finally getting up and walking over to Rachel. He took her by the hand and stalked off in the direction of the abandoned Science room with her.

"Kurt! Whe-where are we going?"

"Shut up. I'm only doing this for my benefit!"

"Doing what?" Rachel asked, though she was a bit distracted from Kurt's grip on her wrist. Were his muscles always that defined?

Kurt jiggled the "locked" door open and pulled Rachel in, locking it for real once they were inside. Grimacing, he wiped a long desk off with a paper towel from near the sinks.

"Get on the desk," he demanded.

Rachel stood there, stunned. Still oblivious to what was happening.

Kurt rolled his eyes and picked her up by the waist, then laid her down on the freshly cleaned desk, her butt resting on the edge.

"Kurt! What are you...w-we doing?" she asked, trembling from want. She knew Kurt was gay, but that didn't stop the fondness she had towards him for the last 3 years.

He took off his jacket and spread her knees apart, walking his body in between them then leaning over Rachel on the desk, bracing his hand on either side of her head. "Look Rachel, you're obvious very, very painfully turned on right now and Brittany said that she would give my future boyfriend tips on what I like if I helped you with your little girl-rection. So are you in or not?"

Rachel stared up at him for a moment then suddenly her hand was on the back of his neck pulling him into a forceful kiss. Kurt was unresponsive at first then he mentally shrugged, kissing her back with the same amount of vigor. Hey, this would just be more good practice, besides, kissing, no matter what gender, still felt nice.

He forced himself not to push Rachel away when he felt her legs wrap around his waist and pull him flush against her crotch. Rachel bit on his bottom lip then tried adding some tongue by darting her tongue out every few breaths. Kurt chuckled against her lips; she wasn't the worst kisser ever, but she definitely wasn't great. Instead, he coaxed his tongue into her mouth, trying to show her the right technique.

She learned fast.

He let his eyes close and a hand rub against her smooth thigh which was now hitched up high on his hips.

Rachel ground her body down against him, his pants zipper rubbing against her underwear from under the skirt.

Kurt broke away, face flushed. "Rachel, I'm not going to have sex with you."

She let out a breathy moan which she bit back. "I know. I'm sorry, I was just really getting into it."

Kurt gave her an understanding smile then trailed his fingers up her thigh and under her skirt, rubbing gently between her legs through the underwear.

Her mouth clamped down tight, lips going thin as she breathed out heavily through her nose. Kurt arched an eyebrow. She was even more sensitive than Brittany...and wet.

"Rachel, have you done this with anyone before," he asked almost conversationally.

She bit down on her lip more and whipped her head back and forth in "No."

"And you're sure you want me to do this?" He skimmed his fingers over the meeting on her thigh to her torso.

"Yes!" she exclaimed, a little whine at the end. "But I'll still be a virgin, right?"

He smirked and nodded. This was entertaining, Rachel was one of his best friends (by default but nontheless) and he might as well make it nice for her. He leaned over Rachel again, pressing his hand flat against her soaked panties. "You know Rachel," he said throatily. "I bet I could have you orgasm without even putting anything in you-"

"I don't want you to put anything in me," she whispered, eyes squeezed shut.

Kurt opened his mouth to ask what she meant, but she quickly elaborated.

"I want you to use your mouth. Like you did with Brittany," she stuttered out. "And soon, or else I'm not going to make it." She blushed.

Kurt had to admit, he was flattered that he turned her on so much.

He placed a sweet kiss on her lips. "As you wish." He placed another on her collar, making her tremble under him. His hands floated down her legs as he shifted his position to his knees, then held behind her knees, pulling them apart more. He nuzzled his face under skirt against her upper leg. The smell of her was overwhelming, but he forged on getting creative and removing her soiled underwear off with his teeth.

Rachel watched his head moving under her skirt, his teeth gently grazing her skin as he pulled them off. She fought back every desire to press his face into her parts right then. She was so turned on that it almost hurt to have him so close, but not have him. Kurt reacted his head from under the plaid fabric and spit the panties out to the side. Rachel shivered from the cold air, then practically melted when she sensed Kurt's hot breath against her womanhood.

"Wait," she breathed. Kurt heard her rummaging through her purse that she had accidentally brought with her. "I need to put this song on."

This kitten got your tongue tied in knots, I see
Spit it out cuz I'm dying for company

I notice that you got it
You notice that I want it
You know that I can take it
to the next level, baby
If you want this good shit
Sicker than the remix
Baby, let me blow your mind
tonight

Kurt rolled his eyes again as he heard Brittany Spears's voice start coming from Rachel's iPod Touch.

Kurt looked at her parts through the dull light showing through her skirt. This part was like Brittany; the folds all puffy, dark red, and literally dripping filmy fluid.

He began by placing a chaste kiss against it, getting used to the taste again.

"Kuuurt," she whined. Kurt peeked over the skirt again. Rachel worried her bottom lip in a way that would take days of lip chap to fix; her eyes were squeezed shut and she was obviously holding back.

"Rachel," he said softly, knowing well that she was hanging onto his every word. "You don't have to hold back-"

"Oooooh fuck, fuck," Rachel emitted desperately.

"Okay, that's better," Kurt laughed, then went back to work.

He pressed his tongue against her, tip resting against the back of her farthest fold. He had to admit, though he was gay, the fluids that came from girls was desirable. Rachel and Brittany tasted about the same and it was a welcome fact.

He licked up between all the crevices, spreading the substance around as she quivered around him, moans rolling out of her mouth. He frowned. Where did it go? He did the action again and came up with the same result. Once more.

I can't take it, take it, take no more
Never felt like, felt like this before
Come on get me, get me on the floor
DJ what you, what you waiting for?

"Oh god don't stop, Kurt!"

Now a bit annoyed, he did it again, adding more pressure and arching his neck forward to reach farther. He finally felt the little bulb against his tongue and apparently do did Rachel. There it is! He curled his tongue around it and moved his head around slightly.

"Right there! Right there. Oh god, I never do this, I would never do it if it wasn't you, oh lord..."

He paid more attention to the front part now, opening his mouth wider and sucking where he had found her clit. He held her trembling thighs in place as he nipped very softly on her engorged skin which elicited loud, desperate moans.

He massaged her crotch as if he was making out with her, his tongue smoothing against her every few movements. Rachel's toes curled and her lower legs lifted a bit, her body beginning to tense up. Once again using his tongue, he moved it back and forth over her clit, pulling her upper labia apart with his thumb a little for better access.

Watch me move, when I lose, when I lose it hard
Get you off with the touch dancing in the dark

Rachel had been quiet for a while, but had suddenly screamed, her breathing loud and short.

"So close Kurt, please, please," she babbled.

He pulled his mouth away and slicked up his thumbs before pulling apart her labia to reveal her watery hole. Time for the grand finale. Kurt knew she was painfully close so he put his opened mouth back on her and, with her still pulled apart a bit, dipped his tongue in, swirling it once then sucking hard. He felt her hand on his head, pressing him even deeper and her crotch moving roughly against his face. Before he had a chance to scold her for mussing up his hair, she tensed up tight around his face, his mouth slipping away from her vagina, but his face still caught between her legs. She unleashed a perfect high F which rang in his ears when she finally went lax around him.

He stood back up, legs trembling from being on his knees for so long. "How do you feel?" he asked softly, gently straightening her skirt back over her lap.

Her eyes blinked open, but she made no move to close her wide spread legs or fix her half-unbuttoned top. When did she do that? "I can't take you seriously with stuff all over your face."

He walked over to the mirror that was next to the emergency sanitation shower and fished out a wet nap. His nose scrunched up taking in the sight of him. His hair was messed up to a state of no return, but what was a bit disgusting was the shiny fluid coating his nose, cheeks, lips, and chin. He quickly wiped it all off and put his mouth under a faucet in one of the sinks to wash out his mouth, spitting it out.

Kurt sat on a chair and plucked at the hem of his shirt, looking anywhere but at Rachel as she slowly sat up and picked up her underwear. She looked at them for a second then shrugged. "Here," she said.

Kurt smiled. "I don't want them Rachel."

She smirked then walked over to stuff them in his back pocket. "I insist."

She leaned up against his back and pressed some kisses to his neck. Kurt stiffened. "Rachel?"

"Mmm?"

"I'm still gay and no offense, but I'm not into you that way. I care about you, but I was just doing you a favor."

She rested her forehead on his shoulder. "It's always the good ones... but do you want a little compensation?" She asked, her hand trailing down his torso to his crotch. "Oh." She blushed once again.

Nothing.

Kurt held back another smirk and moved her hand away, standing up. "Sorry, but I'm already going to get my compensation one day from Brittany."

Rachel pulled him into a hug. "Thanks Kurt," she whispered.

I have ideas for one more chapter that I would put as a stand-alone as well where Brittany pays her dues to Kurt by telling Blaine what Kurt likes and giving him tips, but maybe Blaine can be a bit drunk and Brittany ends up blowing him to show him what she means.

What do you think?

Til The World Ends- Brittany Spears