It's the middle of the night. Zerella Skies is trying to get some shuteye but can't because her girlfriend, Britt Blair, keeps tossing and turning beside her. Finally, Zerella turns on the light to see what's going on and realizes how anxious her lover is. It looks like she's been up all night!The girlfriends cuddle each other and Zerella tries to comfort Britt, who reveals that she is feeling super nervous because she has something to tell Zerella ... she just doesn't know how. After some affectionate back and forth, Zerella gets Britt to feel comfortable enough to reveal what's been keeping her up...Britt confesses that she is falling in love with Zerella. They may not have been together that long, but she just can't stop thinking about how she feels. Zerella's eyes light up and she says 'I LOVE YOU' right back, and Britt is instantly relieved.Now that their feelings are out in the open, they have a passionate makeout and lovemaking experience, before curling up together and finally blissfully drifting off afterwards.