Hey everyone ^^ Phantom105 here. The awesomely wicked RavenDark013 has been generous enough to let me "rewrite" in a sense, this story of theirs. Don't credit me, for I am but the person who read the story and then couldn't get enough of it, don't judge me D: Anyway, the whole story/plot completely belongs to RavenDark013. And so, without further ranting, here is the story!

Disclamer: forgot to add this though I am sure everyone knows I do not own anything in this fan fiction and make no money off of it.

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How very interesting this creature, this, woman, was. She seemed to fragile, so, dare he say it?...childlike. There was no way that she, this child-like creature, could be of any use to Aizen, even with her powers. It was almost to the point of insanity, why he was being told to take care of her. He was an Espada, and a high ranking one at that. Why was he given the meaningless task of baby-sitting a human woman?

Aizen-sama may have lost it this time...

Nevertheless, he planned to complete his objective, whether he thought he was over-qualified or not.

He stood in the doorway of the woman's dark, tiny cell, allowing light from the halls to spill into the room. The darkness seemed to scatter away from the invading light, like ants away from a fire. Light was something this woman rarely saw. The only source was the eternal moonlight that gently filled the room through the small barred window of the cell.

It was no wonder she was always in a trough of sadness.

She looked to him with eyes of silver, staring down his jade green, emotionless eyes. Ulquiorra had been watching over Orihime for some time now, and he was finding her to be quite interesting, to the point of fascination. He couldn't hold back this feeling, no matter how hard he tried. It was like a rope, that lassoed out and grabbed him, without letting go. And he could not break this rope, even when he used all of his thought to try and slice through it. Nothing.

At first she had been defiant, reluctant, and unwilling to cooperate in the slightest bit, but now she was trying to befriend him. She had been fearful of his presence when she first arrived, but now, she did not seem to display any characteristics of fear towards him. She must have been good at hiding it. Cuán insensato de ella. (How foolish of her.)

After he had stood in the doorway, trying to sort the rampant thoughts that jumped around in his mind, Ulquiorra walked into her room. His shadow was the only thing that followed him in, as the door closed behind him with a thunderous deep boom. She was sitting on the sofa, staring at the adjacent wall with a still look plastered on her face. Her eyes never lifted to meet his. She seemed to be in a daze, over what, he couldn't tell. He stood silently in the darkness, observing her form in the milky moonlight. It seemed to cascade down her beautifully sculpted body.

…..wait, beautifully sculpted?

Shaking the thought to the back of his mind, he wondered when the girl would ever leave her trans-like state. After all, he didn't have all day to wait for her. He cleared his throat, hoping that would do the trick. He saw life return to her face in the form of emotions, and she looked over to him, smiling. And at that exact second, it was as if all the sunlight in the world was flooding the entire room. He tried to fill his mind with a more negative thought.

Since when does she have anything to be happy about?

"Ulquiorra-kun, I was wondering if we could go for a walk around Las Noches," Orihime asked him. Her eyes were big and pleading. It took his every will not to give in to the beautiful smile that adorned her face.

What are you doing to me, woman?

Ulquiorra hesitated for a second, tangling his mind back into control. It seemed like a question so stupid, it should never have left her mouth. Las Noches was not a playground nor a place to have "fun" as she normally called it.

"No," he dead panned. This did not seem to detour her.

"Please, I am so board and it's cramped and I would like some fresh…" she started rambling on and on. He stood still and silently, listening to all the rambling words that were coming out of her mouth.

She sure does enjoy talking...

"If it will shut you up woman, fine, but you will not leave my sight," he said coldly. Her smile grew as she grabbed his hand and lead Ulquiorra out the door. It happened so fast, he did not even get to register what he had just agreed to. Before he knew it, she was leading him through the endless halls of Las Noches, with no idea where she was going.

Eventually after the initial excitement of leaving her cell, she slowed to a more comfortable pace. She walked by his side, hand still holding onto his. He looked down at the woman beside him. She was a bit shorter then he was, but not by much, coming up to just above his shoulder in height. Her hair was the most vivid orange color he had ever seen. It reminded him of an ocean sunset. His eyes traced down the rest of her body, when his thoughts were shaken by her fingers lacing together with his. It caused a back-up in his mind, but his body didn't fight it.

It was as if his mind and body were on two completely different pages, hopelessly torn from each other.

They continued to walk, neither of them saying anything. Silence hung low in the air. Ulquiorra decided that he liked the feeling of her hand with his, but of course, he would never say this.

They walked around for about an hour. Orihime was happy to be out of that stuffy room and stretching her legs.

"Why do you never smile Ulquiorra-kun?" she asked him suddenly. He looked at her unsure of what to say at first.

"That is none of you business," he said. Orihime was not satisfied with this answer.

"I think its because you don't know how to smile," she said hoping this would stir something in him.

"I have no reason to smile," he finally answered. He had never really thought about things like smiles or happiness. These things were unimportant. What mattered was helping Aizen achieve his goal. It was what he was created to do, wasn't it? He shook that traitorous thought off before it had a chance to take root in his mind. Such thoughts were poisonous, and she was feeding it to him every second she was in his presence.

He knew it wouldn't be long before he became intoxicated...but was that a bad thing?

They were silent after that until they returned to Orihime's room. Once they were in her room Orihime stood in front of Ulquiorra, and looked at him with a sad smile. They were no more then two feet away from each other.

"Ulquiorra-kun, I want to give you a reason to smile. I want to heal the hole in your heart," he looked at her shocked, though he hid it well.

"Foolish woman. What could you do that would make me…" he choked on the last word some, "happy." She looked angry and hurt for a moment. Orihime slapped him like she had when he had once told her that her friends were dead. The slap recoiled on his face, twisting it to the side. The sound could be heard throughout the cell, a violent sound indeed. His face stung where she had hit him. He pulled his head back to face her, but his face was met again, this time by something much different. She put both her hands on the back of his neck, entangling in his raven hair, before pulling him towards her, and she kissed him. Her lips were soft and plump, meeting with his virgin dual-colored lips. For the first time he showed real shock, his eyes widening. He grabbed her by the shoulder and roughly pushed her away. Ulquiorra turned and quickly walked out the door with out looking back. He quickly made sure the door was securely closed before he turned his back to the wall, leaning against it. He stared at the adjacent wall, a stoic mask plastered on his face. It betrayed the bouncing feelings that were flying through his confused mind.

What was that?

She had just given Ulquiorra her first kiss, and he had run away from her in disgust. A small tear rolled down Orihime's cheek. What had she been thinking? Ulquiorra was an Espada, one of the enemies. Why had she done that? What had made her kiss him? All these thoughts running through her head. She should have known this would happen. She laid on her bed staring out the small window as she tried to work out her thoughts.

Ulquiorra had been shocked. The woman had the nerve to slap him yet again, but then she had kissed him. She was a strange one. Not only that, but her emotions seemed to always ride the same roller coaster that he could not understand. No matter how hard he tried, he couldn't find the specific spot on the track it was, and never knew when she was about to go into a barrel roll or a free fall. He found himself thinking about the kiss. Ulquiorra ran the pads of his fingers along his lips, as if to try and feel the emotions that had gone into it.

It...feels good.

He couldn't place the emotion he kept feeling. Although, what he didn't know was that it was not from the kiss that he was feeling this way...it was from himself. He removed his fingers, letting his soft tongue gently taste the residue of hers.

It...tastes good.

Shaking his head to clear his thoughts, he pushed himself away from the wall. He began to walk down the halls, no clear destination in sight, only away from these feelings that were now beginning to swallow him into their embrace. Such distractions could not be afforded. He had to keep is head clear and calm. He had to remember what his mission was. He was Aizen's puppet, just a pawn in Aizen's plans. He feared the hole that was becoming smaller and smaller around his mission. He was beginning to think less and less about it, even as he merely walked down the hallways.

"What is happening to me?" he mumbled under his breath, only audible to the thick fog of confusion that was enveloping him.

Make sure to check out the original author's page, and the original story. Thank you SOOO much for letting me rewrite this, i hope you approve ^^

Story URL: .net/s/5959738/1/
Author URL: .net/u/2010895/

Original Title: The Saddest Smile

And of course if you would be SO kind as to drop off a review, maybe tell me how bad my spelling and grammer are? ^^; It's been a while since i wrote anything other then school-related papers.

Cheers