A/N: Yay fluff! This was the result of me thinking too much when I can't sleep. XD Just to clarify things, the gang is all out camping in the middle of summer. Whether it's a school trip or just a hey-I'm-bored-let's-go-camping trip, you can decide.

AU, some OOC-ness.

Buy hey, how would there ever be UlquiHime if there were no OOC-ness? Ulquiorra is too much of a gentleman (LOL) to take advantage of Orihime like that, right? XD

Please review!

Orihime couldn't sleep.

No matter how hard she tried, the heat just wouldn't let her. Even though her hair was pulled into a topknot, she was still sweating profusely. She had already shed her T-shirt and shorts, the silky fabric of her sleeping bag sticking to her damp skin. She sighed and rolled over onto her side, trying to give her back some air, but it was really no use. The air hung thick and heavy in the tent, the humidity choking her. She had to get out and cool off.

She sat up and wiped her hand across her forehead, then peeked down to make sure her friends were still sleeping. Tatsuki was balled up in corner of the tent, her eyebrows seemingly scrunched together in deep thought as she dreamed. Beat them, Tatsuki-chan! Orihime silently cheered her on. Rukia was sprawled out beside her, her dark hair plastered to her face as she snored gently. Orihime couldn't help but chuckle when she mumbled, "shut up, Strawberry idiot," and swatted at the air in front of her.

She gently tugged on the zipper of the tent and crept outside, feet first, then rezipped the tent shut behind her. She nearly jumped out of her skin when she heard a quiet voice ask, "What are you doing?"

"Ah, Schiffer-kun!" she said cheerily, rubbing the back of her head nervously. He silently put a finger to his lips, and she covered her mouth quickly before coming to sit down on the log across from him. "What are you doing awake?" she asked nervously, hugging her arms around her stomach. She was happy the fire was almost dead, as she was wearing only a sports bra and her pajama shorts. Normally she wouldn't have minded, but there was something about the way the emerald eyed boy stared at her that unnerved her. He had been in her class ever since freshman year, but she had yet to get used to that calculating gaze of his. Even now, he peered out at her from under dark fringe, making her squirm slightly.

He remained silent, his green eyes flickering around at the other tents before he looked back at her and waved a finger for her to follow him. He stood and walked off into the forest, following a path that led into the woods. She thought for a few moments before quickly retrieving her T-shirt, shrugging it on before she tiptoed after him.

"Uh, Schiffer-kun, I don't know if we should go in there," she commented, eying the shadows that seemed like monsters and brain eating robots in her imagination.

"Nonsense," he hissed, not even sparing a glance at her as he walked into the darkness. She squeaked as he rounded a bend, the whiteness of his T-shirt disappearing. She gulped and took one step into the forest, unsure of what to do. She jumped as his head peeked back around the corner and gave her a condescending look.

"Are you coming, woman?" he asked.

"Uh, yes!" she nodded, running after him. She had made it halfway there when she stumbled on a rock and fell flat on her face. Her cheeks flooded with heat, but she immediately jumped back up and grinned widely.

"Boy, I'm such a klutz! Ahahahaha!" she laughed. She jumped again as he suddenly appeared before her, his wide green eyes narrowing slightly as he looked at her.

"You're bleeding," he said quietly. She looked dumbfounded for a moment before yelping as warm liquid stung her eyes. She smacked her hand against her forehead, only making the pain worse as she hopped around. "Ow ow ow! It's hurts, Schiffer-kun!" she whined.

"Take your shirt off," he ordered. She gaped at him, her already red cheeks turning bright crimson.

"W-what?" she replied. His face was emotionless, but she could tell he was getting impatient.

"Take your shirt off and tie it around your head to stop the bleeding," he sighed, rolling his eyes.

"B-but…why can't I use your shirt?" she squeaked. His eyes narrowed.

"My shirt is white, therefore it will stain. Yours is black, so it should be fine," he replied. She gaped at him for a few moments out of one eye, as the other had blood trickling into it. He sighed and rolled his eyes again before turning his back to her.

"Really, woman, it's not as if I haven't already seen you in a swimsuit. What difference is there between that and undergarments if you're in the same state of dress in both? Tch," he scoffed. Orihime glared at the back of his head. Why am I out here with him again? she asked herself. She turned to leave, tears prickling her eyes, but paused when a cool, soft hand grabbed her wrist gently. Her eyes widened as she let her gaze flicker back to the boy behind her. His face held its usual composure, but there was something in his eyes that made her stop.

"W…what is it, Schiffer-san?" she asked, averting her gaze to his hand. He didn't release her arm, but tightened his grip slightly. She glanced back up at his face, surprise and caution evident on her features. She pretended not to notice when his hand slid down, or when his fingers intertwined with her own.

"Are you leaving, woman? I wasn't done talking to you," he questioned coldly. Her cheeks flushed with anger, and before she knew it her hand was flying across his face. The smack echoed through the trees as she ran past him, into the impending darkness of the forest. She dared not return to camp in the state she was in, Rukia would know something was wrong and alert Kurosaki-kun, who was the least of her worries as long as Tatsuki was present. She could see Tatsuki's face draining of all color if she came back to camp crying and bleeding, and Ulquiorra missing. No, she thought, I've done enough.

She stumbled a few times, but continued running until she felt like her lungs were going to implode. She leaned against a tree, gasping as tears poured down her reddened cheeks.

What have I done?

She sunk to the ground, rubbing her irritated eye with the back of her hand. I hate him, she thought. Why does he always have to act like that?

She jumped as a white tennis shoe appeared out of nowhere, cowering against the tree when Ulquiorra kneeled beside her. She attempted to hide her face with an arm, but he grabbed it and pulled it back down.

"Come with me," he said, his monotone voice giving no hint as to what happened a few minutes before. She snatched her arm back and glared at the dirt in front of her. He sighed, running a hand through his inky locks before slipping one arm under her knees and the other behind her back, lifting her up as she stuttered protests. "Hush, woman. I'm going to help you," he ordered, effectively cutting off all conversation.

Orihime gaped at him, dumbfounded. He didn't look down at her, his liquid emerald eyes trained on the path in front of them. She wanted to fight him, but all her energy had been drained from sprinting such a distance. She sighed and begrudgingly relaxed, allowing him to carry her to a small clearing.

He set her down on the grass and pulled his shirt off, dipping it into the pool beside them. She marveled at the way his marble skin seemed to glow, soaking in the effervescent moonlight and throwing murky shadows onto the ground below. Her eyes slid from the emotionless mask of his face, down the smooth surface of his neck and sloping onto the cool planes of his chest. She shivered when cold droplets slid down her face, closing her eyes as he pressed the soaking shirt to her forehead.

"Why are you angry with me?" he asked, his quiet voice melting her anger. Her eyelashes fluttered open, widening slightly at the proximity of his face. His eyes trailed from her wound to her eyes, probing her for answers.

"I just," her voice came out as a squeak. She cleared her throat, blushing. "I don't know," she finished lamely, choosing to look at a freckle on his shoulder rather than directly at him.

"Surely you know," he reasoned. His breath caressed her skin pleasantly, making her blush even more. "Or else my face would not be stinging as it is right now."

She flushed, turning her face up to look at his cheek where she had hit him. There was a vague hand print stamped upon his fair skin. He watched her as she reached a hand up, her trembling fingers hesitantly stroking the smarting skin.

"I'm sorry," they said at the same time. She looked back up at him, surprised. He averted his gaze to dip his shirt into the spring once more.

"Schiffer-kun?" she breathed.

"Call me Ulquiorra," he requested lightly.

"U…Ulquiorra. "

The name rolled off her tongue like silk, making a corner of his mouth twitch noticeably. He quickly suppressed the urge to grin and pressed the cloth against her face once more.

"You have to stop calling me woman and call me Orihime, then," she scowled defiantly. He blinked a few times in surprise, then continued dabbing at her wound.

"I can do it," she stammered, reaching up. He stilled her movements with a look and she let her hands fall back into her lap. He gently dabbed at the bleeding area, then used another part of his shirt to wipe the dried blood off of her eye lid and cheek. She sighed, leaning into the coolness of the cloth.

"You still haven't answered my question. I suppose I'll do it for you," he said. She peeked one eye open at him, observing his wistful expression. "I know I can be...insufferable at times. I don't mean to be. It's how I was raised. In my house, affection and emotion are frowned upon, so forgive me if I am ever harsh."

She nodded, eying him sadly. She was thankful that all she could remember from her childhood was her brother's kind words and warm hugs, and the fun times they shared together. She imagined Ulquiorra sitting alone in a dark room, with no one to talk to or give hugs to him. She frowned, her eyebrows knitting delicately, then reached out him. Her arms slid around his neck, pulling him close to her as she embraced him.

He tentively held her waist in an almost embrace, closing his eyes as he smiled where she couldn't see him. Only you, he thought.

"I'm sorry I hurt you, Schif…Ulquiorra," she whispered. He reluctantly allowed her to pull back, immediately missing her warmth. He kept her close, not letting his hands drop from her waist. He watched her flush, whether at her actions or at his proximity, he wasn't sure. Either way he had caused it, and liked it immensely.

"No need, your anger was justified," he said, forgetting himself for a moment as he smiled lightly. She gasped, her eyes widening, and he immediately shut his face down. "What?" he asked.

"You just smiled! Schif—Ulquiorra-kun just smiled!" she howled gleefully, her eyes sparkling with merriment. Her wound was forgotten as she tried to make him smile again.

"Please?" she whined. He shook his head, pressing his lips into a thin line. She frowned. "I'll make you laugh! Okay, one time…"

Several minutes and many failed jokes later, Orihime sighed.

"Why won't you smile? You look so cute!" she squealed. He cocked an eyebrow at her. "Oh! I mean…um…oh look, the moon is smiling," she commented, pointing up at the crescent shaped moon above. His eyes flickered up, then back down to her face. She stared at him, rubbing her chin in thought. He sat perfectly still, hands folded in his lap as she glanced him over.

"Aha!" she shouted suddenly, making him almost jump. She held her fingers out in front of her, wiggling them with a demented look on her face. "I bet you're ticklish somewhere. Eh? Eh? Am I right?"

He shrugged, resisting the urge to smirk.

Sure I am. Whether you can find it—or are willing to find it is another question, he thought, chuckling inwardly.

Her fingers wiggled closer, skimming against his sides as Orihime cackled evilly. She moved her hands over various spots on his sides, then attempted to get to his armpits.

"I wouldn't go there if I were you," Ulquiorra said.

"Why? Are you ticklish there?" she asked, smiling like a kid in a candy store. He shook his head.

"It's rather sweaty there."

"Oh. Haha, Ulquiorra-kun, you're so silly! Come on, let me in," she teased, trying to poke her fingers in. He tightened his arms against his sides, shielding himself with his shoulders as she valiantly fought to gain entrance. She tackled him to the ground and sat on him, still cackling as she finally pried his arms away and tickled him.

"Nope, not there," he said innocently. Her jaw dropped. She rubbed her chin in thought once more, mumbling to herself every now and then. Ulquiorra tried to keep himself from flushing at the feeling of Orihime's bare thighs against his sides, his heart pounding in his chest as he looked up at back up at her face. She was still lost in thought, barely recognizing their compromising position.

"Looks like you lose," he said. She scowled at him, crossing her arms. "I'll give you a hint." Her eyes brightened and she clapped her hands.

"Oo, tell me! Tell me! I'm good at riddles. Nii-san used to quiz me all the time," she grinned triumphantly. He let her squirm for a moment, noting her rise in excitement.

"It's somewhere below the belt."

Oh how he loved to watch it fall.

Her face blanked for a moment, and he thought he had her. She scrunched her eyebrows together in thought, then held up a finger. He could almost hear the 'ding!' going off in her brain.

"Feet! I knew I was missing a good spot!" she said, wiggling down so she could get to his feet. Her hand unknowingly skimmed across a certain spot on his thigh and he jumped, grabbing her hand in a flash. He eyed her warily, watching a slow grin spread across her face.

"No," he threatened, giving her the coldest look he could muster. Her fingers wiggled over his skin, pressing down against his grasp. No matter how hard she tried, he would always be stronger than her. She glared at him out of narrowed eyes.

"INOUE RIB JAB GO!" she yelled, suddenly poking him unexpectedly hard in the side.

"Ow! W-wait, hey! Nn!" Ulquiorra bit his tongue in an attempt to hold back the laughter, but it was no use. He writhed like a worm as she tickled him mercilessly, laughing along with him. His laughter was the most pleasant thing she had ever heard, and she secretly vowed to make him laugh as much as possible.

He finally managed to grab her hand and pulled her down to him, away from his sensitive spot. He breathed heavily, still smiling widely as she giggled next to him.

"Never mind. I guess you win," he sighed. She grinned.

"That's right, Schiffer-kun! I win! Ha! Take that!" she yelled, poking his chest. His face immediately fell back to its original blankness. She stopped and frowned at him.

"What did I say about calling me Schiffer-kun?" he asked, drawing nearer to her. Her eyes widened as he got closer, his soft hair tickling her face.

"U-U-Ulquiorra-kun?" she squeaked. He was a mere centimeter away from her, so close that she could smell his honeysuckle scented skin.

"Too late now," he breathed, pressing his lips to her own.

Grimmjow slammed his hand over Ichigo's squawking mouth as he gaped, slack-jawed at the scene unfolding before them. Ichigo clawed at his hand, every curse word known to man spewing out of his muffled mouth as he glared at his blue haired companion. He finally managed to uncover his mouth and took in a huge gulp of air.

"Did you see what I saw?" he asked Grimmjow, his eye twitching slightly. Grimmjow nodded, his blue eyes the equivalent of saucers. They turned their heads back to the entangled couple and gasped.

"Ulquiorra has dimples? !"