Disclaimer: I do not own Bleach or any of its characters….if I did it would be a much darker series full of yaoi and several characters wouldn't exist except to be killed in slow and painful ways!

A/N: this is loosely based on chapter 297 of the Bleach manga…with some obvious changes….

Warning: Rape, non-con this is rated M for a reason…..I will take flames though, I like any kind of feed-back

Orihime shivered, they moved so fast she had barely registered that the arrancar behind her had moved and was attacking Ichigo before he was replaced by the Espada.

"Kuro-" She began but was stopped as Nnoitra shoved two fingers into her mouth effectively gagging her. She struggled slightly as the tall form behind her pressed against her his free hand pinning both of hers in an iron grip. Orihime couldn't help but shudder as he leaned down by her ear.

"Pet. Shut up." She could see his grin out of the corner of her eye and it was easily one of the most disturbing things she had ever seen, it sent chills down her spine as her whole body tensed up in response to the threat.

"All you gotta do is shut up an' watch" he growled in her ear. She whimpered slightly as she was forced to watch the systematic mauling of her would be rescuer. She could feel her heart pounding but the sound was covered by the screams of her friend and quickening breath of the fifth Espada. Nnoitra's breath continued to quicken as more blood and screams came from the still conscious substitute shinigami. Orihime could feel the tears flowing down her face as she cried silently watching helplessly.

Orihime choked back a sob as Nnoitra shifted pressing his hardened member into her back, she could feel it through both his and her own clothing and not even his grin earlier had caused such a primal reaction of fear as that simple action had. She whimpered as he forced her head back slightly, before licking a trail up her cheek she could see the tattooed 5 as he tasted her tears.

"Your crying won't help him, but it certainly is helping me." He said pressing into her a little harder leaving his meaning clear. "I'm going to release your hands, if you even move them, let alone try anything I will rip your fucking head off and give it to one of your friends, if they survive that is, understand?" She nodded once a short defeated motion. She shivered miserably as he used the fingers in her mouth to force her head back onto his shoulder immobilizing her against his body.

Nnoitra smirked as he let go of her hands, she tensed for am moment as if she was going to disobey, but a slight press into her back with his hips stopped any thoughts of escape. He grinned widely and licked his lips as he let his free hand wander over her body. The combination of bloodlust from fighting Nel, The enjoyment of watching Ichigo being thrashed, and having an undeniably weaker female at his mercy played to all of his animalistic urges.

Nnoitra looked from the battered for of Ichigo to Orihime's face, it was flushed and tears made steady progress down her face and jaw line. He watched those tear filled eyes widen as he grabbed her breast roughly squeezing it through the fabric of her clothing. After being sure he left bruises on the tender skin even through her clothes he moved his hand lower pausing with his hand spread over her stomach to press her back against him for a moment gaining some much needed friction against his straining flesh. He grinned wider still if possible, when he could feel her arms twitching, as she fought herself back from grabbing at his arm, not that it would stop him, but he knew she believed he would tear her head off without second thought, and he would, after he had showed her how much of a mistake it was to try and stop him.

Orihime fought back her sobs only succeeding because it was hard to sob around the fingers shoved into her mouth. She clenched her hands, fingernails digging into her palms drawing blood as the Espada's long fingers found their way past her waistband and into her under clothes to press against her most intimate of places. She relaxed slightly as he didn't immediately move once his fingers had threaded themselves through the dark curls that lay between her legs. But she nearly screamed and bit down on his fingers moment later as he forced two long fingers into her stretching and tearing her virginal passage.

Nnoitra snarled as she bit down on his fingers, she hadn't even dented his skin, but the act of defiance pissed him off. He bit down roughly on her shoulder drawing blood before pulling away licking up her face mingling her blood with her tears in his mouth and on her cheek.

"What did I say? You fight me in any way and I will not only kill you but after presenting your head to your friends I will give them the same treatment as you are receiving." He grinned as he felt her tremble; he knew these fools for some reason placed more value on their comrades than themselves, making it all too easy to manipulate them. He returned his attention to the bloodied for m of Ichigo. Tesla had slowed down; drawing out Ichigo's torture for as long as possible and Nnoitra had to admit his pleasure with that turn of events. He watched as the bones from the boys arm tore through his skin while Nnoitra forced another finger into the tight passage between Orihime's legs. He moaned softly rubbing his erection against the girls back while toying with her and watching Ichigo bleed.

Orihime tried to ignore the way Ichigo grew more sluggish and his scream grew more hoarse as the torment continued. Orihime tried to ignore the creeping fingers that violated her and the steel form of the Espada that pressed insistently against her. She whimpered as Nnoitra withdrew his fingers form her mouth to tangle them in her long hair at the base of her skull griping it tightly. She gasped as he turned her face to his ripping a few strands out in the process, before he shoved his tongue into her mouth pressing his lips to hers, his teeth nipping and biting her lips. She could feel her bottom lip split and the metallic taste of her blood joined Nnoitra's tongue in her mouth. She almost gagged on his tongue as he forced the entire length into her mouth dominating her in every way. Orihime gasped for breath as he pulled away letting her breath. Her relief was short lived as he forced her to her knees pulling his finger out of her roughly in the process.

Nnoitra grinned as he pulled away from her mouth, her bruised and bleeding lips fit perfectly with the tear tracks down her face, fit perfectly with the glazed pain filled eyes. There was nothing more arousing to him at that moment that the complete defeat in her gaze. He forced her to turn around by her hair so that she was now facing him on her knees, in a perfect position.

"Tesla, stop. Force the boy to watch." He ordered grinning as the other arrancar obeyed instantly, pinning the Kurosaki boy so that he couldn't turn away from the humiliation of his friend in his half conscious state.

Nnoitra grinned and undid his pants quickly letting them fall open enough for him to pull his fully erect member out running his hand lightly over the pale organ. He licked his lips as he saw her eyes widen, he was definitely proportional to his height. He pressed the tip against her lips commanding her to suck.

"And if you bite, well you should know by now what will happen." He groaned his eye rolling back as she opened her mouth and took him into the wet hot cavern of her mouth. He thrust into her mouth roughly ignoring her gagged cries. He proceeded to fuck her mouth for a moment only stopping when he was sure she would pass out if he didn't let her breathe.

Orihime gasped for air gagging, she could taste him and feel him in her mouth still. She could feel her jaw twinge with every breath she took. She wished she could collapse and fall into sweet black oblivion but the harsh grip the Espada had in her hair kept her awake and upright with the sharp pains that shot through her skull. She sobbed once as he pulled her up by her hair, pulling more out in the process, until she stood with her toes barely brushing the ground. She was forced to look up into his leering face as he grinned and ran his tongue up her throat and jaw before claiming her mouth harshly. He released her mouth and held her away from him before grabbing her shirt by the neckline with his free hand. The jerked it down tearing the material with a single loud protest form the woven fibers exposing her to the cool air.

Nnoitra grinned hungrily as he watched goose bumps spread across her chest form the air brushing across the sensitive skin. He placed his hand just below the base of her throat pressing his nails into her skin, breaking it freeing the hot red liquid that was her life-force so easily. Humans were such fragile creatures, broken so easily. He ran one of his talons down the center slicing through her bra freeing her large breasts. He could see the shadow of a bruise form where he had grabbed her earlier and he placed his hand over it digging in until he was sure the bruise would last for many weeks. He watched her face as she bit her lip holding back the sounds of her pain. He frowned at that, he wanted to hear her screams. He snarled and bit her over her breast hard, breaking the skin and digging in until her heard her let loose a half sobs half scream. He pulled back grinning as he licked the newest wound.

"I want to hear you scream, don't hold them back, your friend over there didn't when Tesla snapped his arm." He said turning her roughly to see the broken form of Ichigo being held still by the large arrancar.

Orihime met the eyes of her long time friend and looked away ashamed. She was so weak to have been caught in a position like this, and now she couldn't even help Ichigo who was losing large amounts of blood through the many tears in his skin. She didn't meet his eyes as Nnoitra forced her to her knees on the ground and knelt behind her. She didn't meet his eyes as Nnoitra tore her pants down exposing her completely to him. She didn't meet his eyes as the Espada finally got a full scream form her when he tore into her from behind.

Nnoitra groaned as he finally tore a scream from the abused lips of the girl beneath him. She felt so good as she squirmed and tightened around his cock hoarse screams falling from her lips every time he thrust into her. Her blood quickly coated him, making it easier for him to trust into her quicker and deeper each time. The feeling of her flesh tearing as he drove into her was as good as feeling his enemies shredded by his weapon. He pulled her head back as he leaned over her grunting with every thrust,

"You should never have thought you had a place on the battle field, you're only a hindrance to your 'friends'" he sneered into her ear before nipping it hard. "Tesla, continue with the shinigami." He snapped looking back at his subordinate who once again obeyed promptly. Nnoitra moaned as fresh blood stained the sand and joined the blood already soaking the boy. He could feel his release building and increased his pace thrusting into the girl with more force each and every time, she had stopped screaming and now only focused on breathing, he didn't mind. The boy's screams were enough for now. When the Espada felt he was close, he twisted his hand in the girls hair yanking it back earning him a scream, just as Tesla stomped on the Kurosaki boys leg drawing one last pained yell from him as well. Nnoitra moaned as he spilled his seed into the woman, the combined sound of their screams pushing him that last little bit over the edge. He pulled out roughly letting her limp body fall to the sand, he cleaned himself of with the remains of her shirt grinning, sated.

Orihime welcomed the cool sand against her face, it clung to the wetness of her tears and grated in her mouth as she struggled for breath, but anything was better than his touch. She could feel him shifting behind her, and hear the sand grind under his feet as he stood. She could feel the blood dripping from between her thighs, from her lips, and form several places where he had bitten or scratched her. She turned her head slightly so she could see Ichigo, he was once again being tortured by the arrancar, but he somehow managed to meet her eyes between attacks, the pain and pity she saw only made her feel worse. Not only had it happened. But he had seen. She closed her eyes against the sand as the darkness claimed her, briefly wondering if the brief flash of white and the tinkle of bells were in her imagination or not.

Nnoitra stepped away from the girl fully intent on enjoying the last moments of the shinigami, when he felt the presence of someone powerful flash into the space between Tesla and Ichigo, he watched as a man exuding more killing intent than anyone Nnoitra had met easily blocked Tesla's attack like swatting a fly. He watched as Tesla was quickly dealt with and he grinned. Today was a good day, for it seemed he would get to fight someone truly powerful.

A/N: well…that was interesting to write the idea just kinda popped into my head while I was going back and reading some older chapters of Bleach. A little twisted isn't it? But that scene where Nnoitra sticks his fingers in Orihime's mouth made me wonder if anyone else had thought that was a very molest-y type thing to do? And when I didn't find any fics about the two of them I decided I would write one and lo and behold this is what was spawned! Let me know what you think please! Even Flames are appreciated anything to let me know you read it!