Warning: this is what I like to call erotic fiction, nothing very explicit, though.

Rating: Mature!

Ishida had been reveling in his self-loathing as Yoruichi pondered. He really doubted anything good or permanent could come of being with Yoruichi but try telling that to his stupid heart, his stupid brain, his stupid...other things. Ever since he'd realized the amiable, admirable cat companion was the talented, powerful, gorgeous 'God of Flash' herself, he'd been smitten. He had done everything to ignore it and move on with more important things, like how to deal with losing his powers and being helpless and useless. She was a shinigami after all. Didn't he hate them? He was pretty sure he did, but he couldn't hate, couldn't even dislike Yoruichi. It was damned frustrating, to say the least.

He sighed and leaned against the wall behind him. He should never have accepted her offer. He should have stayed at home and hated himself like he'd been doing since they'd gotten back. Then maybe his insides wouldn't be squirming and clenching right now. He felt her eyes on him, reluctantly glancing up into the beautiful tilted face across from him. What was that look?

"Ishida," she purred, crawling around the short table towards him.

"Y-Yoruichi--" she reached him, sitting half a foot away and looking into his eyes, reaching a deceivingly delicate hand up to remove his glasses and set them on the table without breaking eye contact. Ishida's eyes widened and he instinctively stiffened and leaned away from her, blushing when she rested her hand on his knee.

"What are you doing?" he asked her, almost pleadingly, "Yoruichi-san?"

"Call me Yoruichi, Uryuu," she whispered and placed her other hand on his chest for stability as she leaned in close, intending to kiss him soundly on those perfectly pouty, slightly parted lips.

Ishida was trapped between the firm body before him and the wall behind him; even if he had wanted to escape, he couldn't. He closed his eyes and relaxed against the wall when her warm, supple lips met his own. He had just enough sense left to restrain the moan her touch created within him. Hot wetness brushed his lower lip and he opened his mouth without thinking, blocking another noise as her tongue slid sensuously in to massage his. He felt the hand on his knee slide higher as she deepened the kiss, tilting her head and encouraging his tongue in to explore her mouth.

The kiss was broken with a gasp the instant Yoruichi's fingers grazed Ishida's pants zipper. Both of their faces were flushed and they panted lightly, smoldering golden eyes gazing into half-lidded cobalt eyes. Her fingers brushed the sensitive area again, teasing. She smirked at the lustful look his eyes took on.

Ishida suddenly felt uncomfortable, the heat of the moment traded for one of reflection. His reflection included how much he'd liked the kiss and that Yoruichi could plainly see, no, feel that fact. He blushed and furrowed his brow in humiliated confusion when she smirked down at the evidence. He moved to put distance between them but, upon noticing his reaction, Yoruichi grabbed his wrist and pulled him into a soft, warm hug.

"I was just thinking how cute you look when you're hot," she whispered in his ear, hot breath making him shiver and flush. She licked the sensitive skin and grinned at his instant reaction. Taking his ear between her teeth, she gently flicked it with her tongue and sucked gently on it, relishing the resulting low moan. Being so close to Ishida made her body feel slightly electric, as if she were too close to a high-voltage generator. She squirmed a little in response to the tickling reiatsu and let some of her own dance with it around them. Ishida must've felt it, too, because he gasped and let out another low sound of pleasure. The rumble through his chest felt like a purr against Yoruichi's, making her clamp her lips down on his neck in anticipation and excitement.

Ishida's hands roamed over her supple body of their own accord, lingering at her waist to hold her tighter into a passionate kiss when she released his neck. Having forgotten his earlier hesitance in her closeness, he let his instincts guide his mouth, fighting the imminent urge for air as he fought to equally reciprocate her fervor. This woman can kiss!

His burning lungs eventually won the battle of endurance and claimed Ishida's attention over Yoruichi's. He gasped and gazed into her face, loving the delirious look he saw there. He realized her hands were under his shirt and rubbing rather sensuously all along his torso. He slid his hands up her silky back, making small circles with his fingertips as he went. She shifted into his lap and wiggled her bottom slightly as she reconnected the kiss. A shiver swept through him, traveling like lightning down his spine, making him arch his back in pleasure. Yoruichi smiled against his lips and wiggled a bit more in response. He grasped her hips to still them and broke the kiss once again.

"Stop," he whispered breathlessly, "Stop or I'm gonna lose it," he looked like he was fighting it even with her immobile. She grinned lasciviously and slid off his lap, relishing his strangled moan.

"Do you want me, Uryuu?" she whispered against his flushed ear. He tried to answer, hell yes! but he couldn't speak, could barely even breathe at the thought of making love to Yoruichi. She seemed to understand perfectly, though, because she stood, pulling him up with her, and quickly led him to her room.

She slid the door closed and pushed Ishida down to the bed, falling lightly onto him with a smile. His lithe, sinuous body felt amazing pressed against hers like that. She couldn't help writhing a little and making small sounds in her throat, sliding her hands along his sides appreciatively. Surprising both of them, Ishida wrapped his arms around her and drew her in close for a breathtaking kiss, utilizing every skill he'd ever heard of about kissing. Yoruichi sighed when he released her lips, gazing into his beautiful eyes adoringly.

"You really are a talented boy, Uryuu," she breathed, "I thought you hadn't done this before."

"I haven't," he blushed, "But I'm a quick study," he said, mirroring her grin.

"Tell me something," her tone was a tad less playful but no less affectionate, "How many times do you think you can come?"

Ishida blushed so red he was closer to purple but responded in a voice resembling his 'Quincy pride' voice, "I'm not sure but I..." he cleared his throat ever-so-politely, "I'm sure I can...ah," he looked at a loss for words but she got the idea.

"You think you've got endurance?" she asked coyly, whispering over an ear and momentarily nibbling it, "We'll just see about that."

Ishida felt a warm shiver chase over his skin, making the delicate hairs stand up all along his arms and legs. His face adopted a determined look as she began to touch the source of his desire, tentatively at first, but evolving into much more friction-inducing rhythm. She undid the pants button and slowly pulled the metal zipper down, sliding her hot hand in and eagerly grasping what she found there. She squeezed and continued to stroke, kissing and licking down his neck as she went. Her fingers felt too good, so much better than his ever had. He fought the familiar feeling with all his resolve, telling himself he wasn't going to—

Too late. He gasped and arched up from the bed in sweet, heavenly defeat. He shivered again and felt his cheeks flaming in shame and frustrated pleasure. She was smiling down at him when he finally met her eyes again. She didn't seem disappointed, he thought, mild confusion seeping into his blissful expression.

"You lasted longer than I'd hoped you would," she murmured, not at all condescending, "Seeing as how you're completely inexperienced and," she took a deep, chest-swelling breath, "obviously extremely passionate for your age." Ishida was speechless and humbled beneath this awe-inspiring goddess. How could he be this lucky?

"I want to see how many times I can make you come for me, Uryuu," she breathed in the sexiest voice he'd ever imagined. He recovered almost instantly and she felt it, grinning in appreciation, "Such a talented boy," she growled.