A/N: Hey guys! So this fic was a request from my good friend Zelka94 over on DA and Tumblr. She wanted some Ulquihime smut with a little Murcielago in there somewhere, so here it is! I had a lot of fun writing this and there will be a part two once I get it written. Until then please enjoy!

It had been another long, boring day in her room and a hot bath was just what she needed. Sinking into the hot water slowly, she could instantly feel her muscles begin to relax. It was strange, but she was slowly becoming accustomed to life in her cold, desolate prison. To the point that she rarely felt the chill anymore, believing that her bones themselves had absorbed the cold, and her body simply got used to it. Even so, she still had no grip on the concept of time in this place, try as she might, the constant dark made it hard to tell how long she was awake or asleep. If it wasn't for her daily meals, she'd never know if it was daytime or not. The only company she had from time to time was Ulquiorra, and it wasn't that she didn't like his company but she always felt different around him. Orihime was not quite the innocent ditz everyone believed her to be, so she knew that what she felt around him was lust and arousal, but she really couldn't understand why. Why was she drawn to him, like a moth to a flame? She thought that she loved Ichigo, but being around this man made her realize that the things she thought about Ichigo were tame little middle school fantasies, in comparison to the thoughts she found herself having about the man who was in charge of her life here. And there it was, the difference between the two of them. Ichigo, despite all his power and responsibility, was still really just a boy. But Ulquiorra...Ulquiorra was a man, and she had to admit that she would prefer a man over a boy if the choice was hers.

Her thoughts began to drift to the man in question, those gorgeous and completely hypnotizing green eyes, that beautiful pale skin making him look like those sculptures she would see in her history books, made of marble. The hole in his chest, she was always curious about, could he feel it? What did it feel like? That jet black hair that framed his face in just the right way, so stark against all the white. She wondered if she ran her fingers through it, would it be as soft and silky as it appeared? Then there were his fingers, long, elegant and undoubtedly strong. She began to wonder what those fingers would feel like on her body. Would they be gentle or rough? Hesitant or confident? She could feel herself getting wet just thinking about it, and when she pictured it, her hands began to move themselves along her thighs, one sliding up her stomach to tease one of her breasts. She knew she shouldn't be doing this, but the sexual tension she felt when around him had been building and building, and if she didn't do this now, she might end up all but begging him to take her. Pinching her nipple between her fingers she let a soft moan escape her as she imagined it was Ulquiorra touching her. The other hand was still caressing her thighs, but quickly found its way between them as she began to get lost in the images her mind was producing. She could see his face in her fantasy, so intense, and almost smug as he pulled more moans from her effortlessly. Her fingers, which for all intents and purposes were no longer her own, began to rub small gentle circles on her clit, her legs parting a bit. She continued like that for a few minutes, letting the fire of lust build slowly, making it burn hotter. Giving her other breast some attention, she twisted her nipple roughly, imagining it was him biting down on her, causing his name to slip past her lips quietly.

He had been on his way back to his own room, but when he passed hers, he felt a small spike in her spiritual pressure. Most would probably never notice it, but given the amount of time he spent with the woman, there was no way he could not be familiar with the normal activity of her spiritual pressure, and this did not feel normal. Not scared, or angry or sad, but not something he could name. Worried that one of the other espada, such a Nnoitora, may have decided to see if they could fool him and get to her, he hid his own spiritual pressure and slowly made his way into her room, ready to ambush any intruder. However, she was not in her normal spot on the couch, but instead in the bathroom. He felt her pressure fluctuate oddly again and decided to make sure she was alright. Aizen would kill him if something were wrong with her and he had ignored it, after all he was her caretaker now. "Onna..." He called softly from outside the door, pushing it open an inch or two. He had intended to make himself known by calling her again, but froze at the sight before him. The woman was in the bathtub, wet hair sprawled out over the edge, her left hand massaging a breast and her right was between her parted legs, giving him a full view of what she was doing. For the first time, Ulquiorra had no idea what to do. He shouldn't watch, but he couldn't tear his eyes away, and even if he could, the way she was moaning and panting would surely still affect him. He felt a stirring in his groin, one he had never felt for any other creature and he realized that he was turned on by watching her. The sensation so new, he stayed rooted to the spot for a few moments, just trying to think. And that's when he heard it, so quiet at first he thought he imagined it, but there it was again, louder this time. His name...not Kurosaki's...his name, rolling off her tongue so sweetly it sounded like honey to his ears.

His arm began to reach for the door, his feet ready to carry him into the room with her, when a familiar hand grabbed him by the wrist, stopping him in his tracks. "Murcielago, what do you think you are doing?" He said in a low voice, glaring daggers at the other part of himself. "I cannot let my master make a fool of himself now can I?" His eyes returning the look he was being given. "Explain yourself, this instant" He demanded. "I am part of you, and therefore know what you feel, what you want, what you desire. But you are about to rush into something you don't have experience with." His clawed hand slowly making its way up his masters arm and gently sliding it down his chest, over his stomach and finally coming to rest over the now apparent bulge in the front of his hakama. The grunt that came from the back of his masters throat was beautiful. "What is the meaning of this Murcielago? Why do you think you can touch me like this?"
"Whether you choose to acknowledge it or not master, you have base desires and instincts just like any other creature. As I said, I am part of you, and I represent all the things you won't allow yourself to feel. I simply want to help you be prepared for what you plan to do to that girl. If you don't let me, I promise you it will be over before it begins." He whispered, his hands had continued to move while he spoke and now Ulquiorras jacket was open, and the sash around his waist was now on the floor, along with the hakama they had been holding up. He ran one hand over the other mans chest, stopping to tease his nipples, while the other had ventured lower and wrapped itself around his masters now throbbing length. He began a slow, steady rhythm, pumping his master in a way that he was sure would please the man, after all they were two sides of the same coin. " I will bring you to release master, so that you may last longer with the woman."

"And what makes you think I wouldn't last with the woman?" Ulquiorra spat, trying to sound vicious and threatening, but the sensations he was receiving from this other version of himself were quickly building. They threatened to overwhelm him, but he held whatever it was back, gritting his teeth against the exquisite torture. "Look at her master, watch her while I please you. She's pretending it's you that is pleasing her body, you should enjoy the show." His eyes turned back to the woman in the bath, the one who was the cause of this whole situation, her face flushed red, eyes screwed shut, her back arching, hips grinding against her fingers that were now pumping in and out of her body quickly. He felt his body ignite with what he assumed was lust, and fell over the edge instantly when she said his name once again. Biting his lip to hold back a moan at the feeling of his first release, his eyes remained glued to her, her moans and pants becoming louder and the pace of her hips and fingers more frantic as the seconds ticked by. And then...suddenly she hit her peak and screamed out for him as she came, completely unaware that he was there, witnessing it all. Though he would never admit it out loud, he had always found the woman to be beautiful, but the way she looked now, so comfortable and relaxed, her hair messy and a small smile on her face was so much better. Seeing her naked flesh, all slippery and wet from the bath and a soft sheen of sweat, watching her chest rise and fall with her deep breaths, he found his own hand now touching himself. He wanted to make his intent clear the minute he opened the door, so he took a few moments to lightly stroke himself, eyes never leaving her.

She had worked herself up to one of the best orgasms she'd ever had, and she had to admit, she felt a little better now. Taking a few moments to catch her breath and calm her racing heartbeat, she wondered briefly what Ulquiorra would do or say if he found out she was fantasizing about him in such a way. It would be so embarrassing, she'd probably just die right there on the spot! She could never tell him that he was the star of her most sensual and erotic fantasies. He would probably say something like "Silly woman, I have no time for such nonsense." if he ever found out. Giggling lightly at that thought, she opened her eyes gasping when her gaze locked with that of another. And not just any other, the man of her fantasies himself, Ulquiorra. She made to cover herself from his view, but stopped when she took in his appearance. His eyes were were wild and dazed, staring at her with an intensity that made her whole body blush. His jacket was unzipped and his hakama were...gone? That was the moment she realized that he was touching himself...while looking at her. Had he seen what she was doing just a few moments ago? How long had he been standing there? And how did she not hear the door open? Oh right, she knew the answer to that last one already. She wanted to curl into a ball and hide, run away if she could. She felt like her face was on fire, but she couldn't look away from his gaze. She was stuck there, entranced and lost in the depths, even from across the room. He pushed open the door and entered the small bathroom, shrugging off his jacket as he did so. While her brain was screaming at her that the look in his eye was dangerous, and she should get out of there, her body was heating up all over again, and she couldn't stop the shiver that ran down her spine when the baritone of his voice washed over her. " I will give you what you want Onna."

Her eyes widened at his statement and she had to choke back the words on the tip of her tongue 'God, yes'. Suddenly he was but a step away from her and climbing into the tub to join her. She was torn between the fear and the excitement, the embarrassment and the arousal. Her mind was clouding over as he reached out and cupped one of her full breasts gently, as if testing the weight and sensitivity. She bit her lip and held back the moan that his touch was trying to draw out. She should be pushing him away, yelling at him for spying on her during such a private moment, but she couldn't utter a word, let alone get up and run away. His breath ghosted over the sensitive skin of her nipple, causing goosebumps before he enveloped the pink bud between his lips and sucked. That was it, any resolve she may have had crumbled under the feeling of his tongue on her skin. Letting sounds escape her, she reached out and threaded her fingers into that black hair she'd been dying to touch, pulling him closer to her in an effort to encourage him not to stop. Switching breasts he gave the other the same attention as the first, his body shifting between her legs as his kisses then trailed up from her chest and along her neck. "Ulquiorra...mmm..." her voice coming out much deeper and sultry sounding than she intended. He stopped for a moment, pulling his head back to look into her eyes. She assumed he was giving her the chance to back out, but a this point, with his body pressed against hers, slick, smooth and all hard muscle there was no way she was going to. Part of her knew that if they didn't stop she would no longer be a virgin after tonight, and the other part of her couldn't seem to care less. Something about this...with him...it felt right. As if this was the most natural thing in the world for them to be doing. Rational thought came to a screeching halt as his left hand braced himself on the edge of the bath behind her, and the other slipped between her legs, passing his fingers over and through her delicate folds, a rush of wetness accompanying the action. So hot, she'd didn't think she'd ever felt so on fire before. It was one thing to touch herself, but his fingers left a trail of electricity in their wake.

His thumb grazed over the little nub at the top of her sex and the reaction he got let him know that was a good spot. Her whole body had jerked and a strangled moan tore from her throat as she unconsciously thrust her hips up, silently begging for more friction. Giving it a bit more pressure, he slid a finger inside her and began long slow strokes in and out. Her face mesmerized him, watching her features contort in pleasure, the way her cheeks flushed and her lips parted so invitingly. Adding a second finger he began to speed up his pace, pushing deeper with every thrust, bringing her closer and closer to her climax. He felt her inner walls start to contract and spasm and he knew it wouldn't be long now. Leaning his head down he started to suck on her neck and whispered in her ear "Cum for me, Onna." She came undone at his command and he felt a rush of warmth and wetness coating his fingers and he continued to stroke her, hoping to draw out her pleasure as long as possible. Murcielago may have had a point, he felt like he could explode right now just from watching her. As she came down from her high, her eyes opened and when she looked at him he felt his breath catch in his lungs. She leaned up and brought her face close to his, with her gaze on his lips he was suddenly nervous. He saw her pink tongue poke out and lick her lips, biting her lower lip briefly after her tongue retreated. There was no time to think though before she closed the gap and pressed those wonderfully soft lips against his. There was only a slight hesitation, the woman knew what she wanted and was growing more confident in taking it. He kissed her back quickly after the initial shock, and let his own tongue out to taste her lips asking for entrance to taste the rest of her mouth.

She was slowly becoming less nervous about this, he hadn't said a word since it began, but he didn't need to. When his tongue ran across her lips she gasped, and he wasted no time taking advantage of the opportunity. The way he kissed her was knee buckling, and she was glad that she wasn't standing at that moment. Suddenly his arms found their way around her waist, hands sliding down to cup her backside, lifting her up and causing her legs to wrap around him. Stepping out of the bathtub, he grabbed a towel on the way out of the room and strode confidently into her room, never letting his lips leave hers. Reaching the bed, he laid her down gently and began using the towel to dry her off. She reached to take it and dry herself, but he would not allow it. "I will take care of it. Lay back and let me enjoy the sight of you." He spoke firmly. She felt her face heat up at his words and was tempted to try and cover herself up, but she knew that it was far too late for that. Starting at her neck and working his way down each arm, he was caressing every inch of skin, his touch so gentle it was giving her goosebumps, and she felt herself growing hotter. He continued his journey down her body until he reached her toes. Tossing the towel aside carelessly, he crawled up into the bed with her and settled himself over her on all fours, leaning down for another kiss, that left them both breathless. For all the courage she was showing, he could tell that she was still nervous, her eyes had always told him what she would never say. He decided it would be best to take his time with her, let her get more comfortable before he took her, for there was no way he wouldn't be claiming her this evening. Consequences be dammed, she would be his undoing, the death of him...and he couldn't find it in himself to care.

His mouth changed course as he placed kisses up her jawline to her ear, then down her neck to her collarbone and into the valley of her breasts. She thought he was going to stop there, but he didn't even pause as he kissed along the flat plains of her stomach, his hands now running up and down her sides. An ache had started between her legs and she wanted him to touch her again, like he had before, but before she could form the words his hands grasped her thighs and parted them as he kissed lower and lower, laying himself out on the bed, propping himself up on his elbows. His face just inches from her most intimate place, she almost yelled for him to stop, he couldn't do what he was planning, it would be too much, she hadn't even touched him yet. "Ulquiorra..." a pleading look in her eyes. Inhaling the scent of her arousal deeply, he almost smirked at her as he said "Do not deny me the pleasure of tasting you...Orihime." He gave her no time to reply as his tongue flattened and gave her one slow lick along her sex. "Ahh!" she practically yelped, hips rising up off the bed on their own. His tongue continued to lap at her slowly and when it dipped past her entrance she bit her knuckle to keep from crying out. "Don't hold back...let me hear you." He said into her, the vibrations from his voice sending more pleasure through her veins. The pace of his tongue began to quicken as he focused it on her clit and pushed two fingers into her tight heat, pumping them in the same rhythm. Faster and faster, the tension continued to build. She could hear herself panting and moaning, and was hardly able to believe she could make such wanton sounds, but it was all his fault, that mouth and those fingers were driving her mad, sending her rushing towards the edge. Desperate to reach that peak, and done with letting him work at his own pace, she laced her fingers into his hair with one hand, gripping the sheets with her other, and pulled his face closer, her hips grinding into his face. Suddenly he hummed, a pleased moan coming from the back of his throat, the vibration making her cries grow louder, before he bit down on that sweet bundle of nerves making her vision go white as her orgasm crashed over her. She screamed his name as wave after wave of pleasure coursed through her, his fingers and tongue not stopping, drinking her up like a man dying of thirst.

"Sweet...so sweet" was all he could think as her juices rushed over his tongue. He continued to stimulate her, wanting to get every drop, and she gasped and started to shake. Looking up he watched as she grabbed her breasts and began to play with her nipples, her hips continued to move against him and suddenly her inner muscles were tightening around his fingers again. Intent on hearing her call out for him yet again he doubled his efforts and within seconds she was falling apart all over, his name the only word she could say, sounding like a beautiful chant. When she came down from her high, he raised himself up, licking his lips and bringing himself on top of her. Settling between her parted thighs, he leaned in to kiss her while she wrapped her legs around him, pulling him flush against her and rubbing her dripping sex against him. "Ughn...Orihime" he whispered against her lips, it felt so good. Reaching between them, her tiny hand wrapped around his length giving it a few timid pumps, his hips involuntarily moving against her to get more friction. Rubbing it up and down her soaking slit a few times she positioned him at her entrance and looked up to meet his gaze, a small amount of fear making it's way into her hooded, lust clouded eyes. "I will try not to hurt you." A simple statement, and her simple nod in return was the signal for him to push forward. His entrance was easy at first, she was already so wet, but then he met the barrier that signified she was pure. Deciding to just get it over with, he pulled back a little and pushed back in with force and speed, seating himself inside her to the hilt, swallowing her cry of pain with his own mouth, he kissed her over and over trying to sooth her. Walls flexing and stretching to make room for him, he could feel her clenching and pulling him in farther. "So...tight" he managed to say, praying he could hold out long enough for her to be ready, the feeling of being inside her was exquisite and the heat was quickly testing the limits of his control. Thankfully, just when he thought he couldn't take anymore she whispered in his ear "It's ok. I'm ready now." biting the lobe and running her tongue along the shell.

Bracing himself with his arms and pressing his forehead to hers, he pulled his hips back until only the tip of his member remained inside her and then pushed back in. He started a slow, steady rhythm never taking his eyes from hers. It was so intense, the way he looked at her, and she felt herself melting as the pain faded and was gradually replaced with pleasure. Her hands had a mind of their own and were busy running up and down his back, around to the front over those delicious abs and and pecs. His skin was as smooth as the marble it seemed chiseled from, and just as she was about to explore her curiosity about the hole in his chest his hips shifted, hitting a spot within her that had her hands flying down to grab his firm backside and pull his hips further against hers, hips grinding up and meeting his every thrust. "Ulqui...please...don't stop." She whined, fingers digging into his flesh. She was positively on fire, her every nerve alight with heat, the world around them no longer existed. It was only the two of them and this moment. His thrusts began to get faster, and harder, the gentleness fading as his instincts took over, he was close. Wrapping his arms around her thighs, he spread her legs farther apart and pushed her knees towards her chest, allowing him to sink even deeper into her than he had before. "Oh God! Ulquiorra..right there...don't stop, please don't stop." she cried to him. Low, gutteral growls began to escape him as his pace became frantic, and it was the hottest thing she had ever heard. Her climax was moments away, and she was trying to hold back, not quite ready for this bliss to end. "Ori...hime" he choked out, and the world completely shattered, her vision full of stars as she screamed for him. As her pleasure washed over her, her bodys grip on his length pulled him over the edge with her and he whispered her name in her ear as he reached his own release. Her quivering sex still clenching around him, milking him for every drop he had to give, he all but collapsed on top of her. He attempted to get up, but she closed her arms around him and held him close while they both tried to catch their breath.

"Thank you." She said softly as he disentangled himself from her and collapsed beside her on the bed. He gave no verbal answer, just a nod as he pulled her body against his. He kissed her lightly, letting her rest her head on his chest. Fingers lazily tracing patterns on his chest she yawned, and within minutes she was fast asleep. He felt too tired to return to his own room, so he pulled the blanket over them and let sleep claim him as well. He would deal with the repercussions of his actions in the morning.

A/N: Don't be shy, let me know what you think!