I do not own bleach.

Ulquiorra crept into her Orihime's room slowly, searching for her figure in the dark. Her hair gave her away, spread around her like fire as she slept peacefully. He walked to the side of her bed to let his eyes examine her carefully. Her lips were parted slightly tempting him to kiss her, her thin white night shirt slowly moving up her thighs as she turned over in her sleep and rubbed her legs together unconsciously. He could tell she was wearing white underwear from where he was standing and moaned quietly, imagining pulling them off of her. She moved again and her eyes opened slightly and mumbled his name as she sat up.

"What time is it?" she asked wobbling as she sat up.

"Go back to sleep woman, its still night," he said watching a strap on her night shirt fall off her shoulder and revealed some of her cleavage.

"Then what are you doing?" she asked sleepily.

"Nothing," he said turning to leave when she grabbed his hand and pulled him to sit next to her on the bed. She wrapped her arms around his neck, making him freeze.

"You've been avoiding me," she mumbled against his neck and he shivered as she kissed it. Then she bit his earlobe lightly before she licked it. "Ever since last week and I kissed you. You kissed me back and practically ripped off my clothes before you ran off. What scared you so much you ran from a weak human girl?"

"I shouldn't be here," he said about to get up when Orihime pushed him down and straddled him to keep him in place.

"Your not leaving until you tell me why you ran away," she said pulling down the zipper of his jacket and opening it to touch his chest and abs, trailing her fingers to the edge of his hakama.

"I shouldn't want you," he said grabbing her waist to push her off but he pulled her closer. He sat up and wove one hand into her hair and the other pulling her night shirt up so he could feel the skin on her waist. His kiss grew hungry and hurried as he searched her skin with his fingers. He broke off when he realized his hand was on her inner thigh and tried to pull away again when she grabbed his wrist and held his hands against her thighs.

"Are you afraid of touching me?" she asked against his lips.

"I don't want to hurt you," he said trying to keep his blood from racing any faster then it was already. She was sitting on him and purposefully seducing him.

"I'm not going to break," she said kissing his jaw, then his throat, and finally his collarbone. He laid back on her bed and put his hands on her hips and made her grind against him. Her breathing grew heavy the harder he pressed into her and grew tired of it soon. She took one of his hands and slid it between their bodies and left it pressed against her underwear. He took the invitation and slipped his fingers under the band of her underwear and felt she was already dripping wet, he stroked her clit and she moaned into his mouth.

"Rip them off," she mumbled against his lips. He only thought about it for a second before they were gone and he flipped them over and hovered above her holding her hands at her side. He let go of one hand to push her night shirt up and over her head before he groaned looking at her beautiful body. He bit her collarbone hard enough to leave a mark and to soothed it afterward with his tongue, gently licking it. Her leg was rubbing against his, trying to make him move closer to her and increase contact between them.

"Please take off your clothes," she said looking at his jacket hanging open and at his hakama wanting to help him take them off.

"You really want this woman?" he asked letting go of her other hand now and watching her touch his chest again.

"Yes," she said pushing his jacket off his shoulder and wrapping her arms around his back to feel it under her fingertips. "You want me too."

"Yes," he said capturing her lips in a fiery kiss as she dragged him down with her onto the bed. One of her hands slid around his waist and loosened the tie on his hakama before she pushed them down his hips, surprised he went commando. He quickly kicked off his hakama and kneed her legs apart more before he pressed his body against hers completely. She wove her fingers into his messy locks and kissed him and felt his erection press against her clit fleetingly before he moved to kiss her throat.

"Are you a virgin?" he asked.

"No," she said quietly, that surprised him even though he asked.

"Who took you?" he asked.

"Aizen," she said looking away as he narrowed his eyes.

"When?" he asked.

"The night he showed me the hogyoku, he demanded I show him my completely loyalty. It was what he wanted that night all along," she said closing her eyes and remembered his toned body hovering over hers as he forced her to find pleasure in the act before he came. She opened her eyes and looked at Ulquiorra who looked back at her furious.

"He forced himself on you?" he asked.

"Just like I'm forcing myself on you," she said flipping them over and holding his hands next to his head as she slid onto his erection, both of them moaning at how it felt perfect. "It's not for revenge or comfort, I just want to fuck you."

He was again surprised at her dirty mouth but once she started moving on him and let his hands go to put hers on his chest and his grabbed her hips to caress the skin there as she moved above him. Her eyes were closed, head rolled back, and her nails digging into his chest as she moaned. He watched her and used his grip on her hips to move her faster and harder on him till she came, biting her lip to stay quiet. He sat up and licked her bottom lip to soothe it as he continued to move her on him. Shuddering as he came he bit her again, holding her against him tightly as he came down from his high.

Orihime stroked his cheek as he lay down beneath her and pulled her against his chest. He ran his hand down her back, feeling the soft skin heat up under his touch.

"Thank you," she said lightly brushing his lips with hers before she sat up and grabbed her night shirt to pull it on again. He stood up feeling a little cheap and used by her as she silently laid back down under her covers and yawned. He was pulling his clothes back on when she turned toward him. She didn't say anything as he left her room quietly as he came in.

AN: anybody want another chapter, cause I think I could make this a longer story. And please review