WARNINGS! AU, strong mature content, teacher/student relationship, sporadic updates
disclaimer. BLEACH © KUBO
note. found an old fic from my old LJ and revised it; from the pwp au list I made for practice on LJ an eternity ago ahaha. Also! many, many apologies to those who follow my other fics! Thank you for your patience, and thanks for reading!

(p.s. hi pls don't forget to read the warnings xx)

–

"Do you have any questions?"

Ichigo looked up. Warm, brown eyes regarded him kindly. He gazed at her smiling face. Then he blinked, scowled to hide his embarrassment at staring, and shook his head.

"Are you sure?"

"Yeah."

Inoue Orihime beamed, and he felt a warm twinge in his chest. She glanced at her watch. "Take your time. Don't hesitate to ask me for clarifications." Giving him another sweet smile, she strode across the room to the desk out front.

Eyes lidded, Ichigo watched her, the sway of her hips and the firm curve of her bottom utterly distracting him. The thick cords along his neck grew taut as he clenched his jaw and swallowed. His grip tightened around his pencil, the pulse at his wrist vibrating.

Cursing to himself at his lack of control, he dropped his eyes and scowled, forcing himself to concentrate. But the numbers mocked him by transforming into a vision of one of his many fantasies that drove his eyes to glaze. His heart tripped, then quickened at a particular carnal visual, causing him to grit his teeth.

Muscles squeezed over bones as he fought for control. Blowing out a frustrated breath, he shoved a hand through his messy hair. Ichigo relaxed his vice-like grip, took a deep breath, and kneaded his temple.

"Kurosaki-kun, are you alright?"

Shit! Ichigo's head jerked up. Long, auburn hair, framing charming features dazzled him.

Her brow furrowed in concern. "Kurosaki-kun?"

Mouth dry, Ichigo swallowed and bobbed his head up. "I'm fine." She appeared unconvinced. "Just…" He licked his lips, eyeing her mouth.

He grit his teeth, and then looked away.

She drew nearer, her voice softer, laced with concern, when she spoke again. "Does your head hurt?"

Ichigo cleared his throat, shaking his head.

"It's nothing," he said, tugging his collar, still avoiding her gaze. "Sorry for taking your time."

"Oh, no, don't apologize. I don't mind staying and helping you study. Besides, I love spending time with you and-"

Ichigo looked up at her abrupt silence, and found her blushing.

"I-I mean– You're graduating soon… And then…" she trailed off, not looking at him but at the dusky sky, her expression a little wistful. It made his hand itch to hold hers, but Ichigo resisted the urge.

"Nothing's gonna change," he said. Orihime met his determined gaze, and she must have seen something in his eyes that gave her comfort because her face lit up with a smile.

"I know."

"Good."

She pulled a chair by his desk and sat. "What part did you need help with?"

He looked at her blankly. "Wha- Uh… Right." Ichigo absently pointed with his pencil. She leaned closer to study the page. "This part is really tricky," she said and held up a fist with a broad grin. "All right, ready?"

He really wanted to focus, even impress her, but her proximity was distracting. Even the sight and gesture of her pale hand moving across the page fascinated him. His scowl deepened, eyes focusing on smooth pale skin as she reached up to push a lock of hair behind her ear.

"Now be careful," she said, pointing, "This is the confusing part."

He swallowed, his heart beating hard against his chest.

"Simplify and you'll get this, then divide– Kurosaki-kun?"

He felt her rest a hand on top of his.

"Kurosaki-kun, what's wrong? Are you…" He lifted his head and his gaze met hers. Ichigo knew his eyes were betraying his thoughts and feelings. They even felt warm.

After what seemed like forever, Orihime dropped her gaze, long, thick lashes denying him access to her thoughts. But her flushed cheeks and the rosiness spreading down her neck did not escape Ichigo's notice. She placed her hands on the desk and began to rise.

"F-Finish this set and-" She did not finish, spinning around quickly.

Ichigo stood, reached forward and grasped her hand. Surprised, she turned to him, face flushed. His other hand cupped the side of her face, sliding down to the back of her neck as his mouth covered hers. He felt her return the kiss, nipping shyly at his bottom lip, before withdrawing, opening her lips as he pressed further.

As they kissed, he felt her grab at his sleeve, holding fast. Ichigo groaned, dropping his hand from her neck to the base of her spine to tug her closer to his body. At length, awareness seemed to return to Orihime, reminding her where they were, and she pulled away.

"K-Kurosaki-kun," she panted, her lips swollen, pressing a hand to his chest. He pressed another kiss to her mouth and her fingers curled into his shirt, her tongue following his, wet and shy.

Not breaking contact from her mouth, Ichigo held her wrists behind her. In one quick tug, he untied the bow around the collar of her blouse, slipped it off her neck, and tied her wrists together. After making one last knot, he ran his hands up her back, feeling strong muscles and soft cotton. One hand cradled the back of her head, auburn hair spilling through the gaps between his fingers, the other splayed against the small of her back.

Drawing her bottom lip between his teeth, Ichigo nipped it and ran his tongue over the glistening flesh. His mouth followed the shape of her jaw, moving down to her neck.

The scent and taste of her skin made him groan, reminded him of honey, spring, wildflowers. He could feel his pulse throbbing at the force of his desire, the slow burn in his muscles, his heartbeat matching hers. This was not as simple as wanting a quick, hard fuck, or the thrill of having inappropriate sex with an older woman. This was something else. It made his knees weak when he thought of her, filled his chest with warmth, shook the core of his being. At this point, though, it remained unclear. But he liked it, even though at times it was difficult to contain.

He held her tighter and kissed her neck before grinding into her. A sharp gasp escaped her, her hips returning the pressure causing Ichigo's breath to catch. He hissed, cursing, and raised a hand to the back of her head. Sinking his fingers into her hair, he took her mouth again, her lips soft and sweet. He ran his fingers through the silky strands then grasped a fistful, and gently pulled to tilt her head back to deepen the kiss.

Then Ichigo let go of her hair and his hand wandered down her back before sliding down to cup her bottom. At the same time, his other hand slid up her chest, and Orihime bit his lower lip when he grasped her breast, giving it a gentle squeeze.

His large hand barely covered the ample flesh. It was full and firm, straining against the cloth of her blouse. Orihime squirmed in his arms as he made firm circles around her nipple before pinching it lightly. As his fingers teased her, Ichigo savored her sweetness, as if her mouth were a rare, precious wine. Her tongue slipped into his mouth, stroking against his, slowly as if memorizing his taste.

For Orihime's part, she had tried to stem the fire spreading through her body. But she couldn't fight it; it had taken hold of her. She felt reckless, exhilarated, a different thrill thrumming underneath her skin. Shifting, flaring. As addictive as her favorite dessert. She couldn't get enough of it. Of him.

Ichigo pulled away, blowing out a shaky breath, his fingers hastily unbuttoning her blouse, revealing a black polka-dot bra and her stomach. Splaying a palm against the small of her back, he hooked his index finger over the cup of her bra, tugging until a rosy nipple peeked out. He pulled the hem of her bra beneath her breasts, the straps holding them up higher, pink, hard nipples pointing upward. His heart beat faster, the muscles in his neck pulling taut as he fought for restraint. His fingers shook as they skimmed her ribs. They twitched with want, grazing one nipple. At this, Orihime gasped, spine going taut while he hissed at the zap of energy at the contact, feeling the shock all the way to his erection.

Unable to hold back anymore, Ichigo grasped her breast and squeezed, then lifted it to his mouth. He wrapped his lips around the pink nub, drawing it into his mouth and sucking lightly.

The feeling and intensity were too much for Orihime. She could not fight the loud, frantic moans that escaped her, unprepared for the sharp stabs of pleasure in her lower belly. Embarrassed at her wanton reaction, she worried her bottom lip and squeezed her thighs together, but the heat only got worse. It made everything ache with the need to be touched.

As she tried to focus and catch her breath, Ichigo ran his tongue over her nipple slowly with steady pressure. Then his wet mouth closed over it, sucking hard and tugging with his teeth, nipping and releasing it until her nipple felt tender. He had one hand over her other breast, squeezing and rolling the hard, rosy bud between his thumb and forefinger in time with his kisses. Every playful pinch and nibble sent sparks between her legs, making her knees weaker.

Ichigo lifted his head from her chest, his face flushed.

"You're wet, aren't you?"

"N-No!"

"I see…"

Slowly, he lowered his hand from her breast and slipped it underneath her skirt. Orihime's breathing quickened. He massaged her thigh, parting her legs with his knee.

Finally, gripping the hem of her black pencil skirt, Ichigo pulled it up, revealing her thighs and lacy panties. Orihime squirmed nervously, her skirt now bunched up around her waist. Fingers teased the waistline of her panties before tracing her slick folds through her thin panties.

"You're really wet," Ichigo whispered against her lips, pulling her panties to the side. Orihime arched into him as his fingers slipped against the tiny knot above her sex.

Orihime cried out at the searing, delicious contact. He held her around her waist tighter as she writhed, flushed and panting. Ichigo lightly pinched and massaged her clit between his thumb and finger. Her cute, little gasps turned into a tiny squeak of protest when he released her clit to curl his finger past it and into her wet heat.

As Ichigo moved his finger in her, he watched her, eyes lidded. Head falling back, Orihime bit her lower lip to muffle a moan as he added another finger.

"K-Kurosaki-kun…"

His strokes deepened, slowed down, then quickened, pressing deep, driving Orihime half-crazy. She made a sharp, frantic noise when his thumb brushed over her clit.

He bent down to press a kiss to her swollen lips, and groaned when she caught his tongue with her teeth and rubbed it with hers. Rocking his arousal against her hip, he curved his fingers, pressing hard into a particularly sensitive spot. Orihime started and pressed closer to his hand.

"Are w-we… H-Here? Right now?" she mumbled against his lips between kisses, breathless.

Ichigo caught her glancing at the closed door.

"We haven't done it in a classroom yet." He bit her lower lip, sucking it between his teeth. Releasing it, Ichigo lowered his head and pressed a kiss to her neck, just below her ear.

"O-Oh… B-But we love the nurse's office…"

He thought it was impossible he could get even more turned on, but she proved him wrong. Ichigo swore under his breath and kissed her hard, moving his fingers faster, pressing in and pulling back, his thumb circling and rubbing her clit. Short, frantic gasps of his name and entreaties brushed against his mouth as she rolled her hips.

Finally, he retracted his sodden fingers and pulled her damp underwear down to her knees. With his other hand, he cleared his desk with one swipe. Ichigo grabbed her hips, lifted her and set her down on the edge of his desk. He took one long look at her, and then gently eased her knees apart. She looked so soft between her legs; he wanted so much to taste her there.

Looking her in the eye, Ichigo brought his fingers to his mouth and licked them clean, her taste making him hungrier. Orihime's mouth dropped open, brown eyes afire with wonder and desire. He held her face and kissed her, and this time, she returned it just as fiercely, her tongue licking around his mouth. This inspired him to kiss her harder, wanting her to respond to him with more force.

Ichigo felt hotter, restricted, so he broke away from her mouth to shed his shirt. He saw her eye his upper body, a hint of hunger in her eyes. After flinging his t-shirt away, he shoved her blouse off her shoulders, kissed her neck, and impatiently unhooked her bra. Reaching down, he tore her lacy panties in the middle, leaving them hanging off one of her knees.

As he watched her eyeball his body, he hastily unbuckled his belt. More blush crept over her cheeks as Orihime demurely turned her eyes away from his body as he tore his jeans open.

Holding her knees, Ichigo stroked along her pink sex with the tip of his length. He shuddered at the heady sensation, panting and shaking in anticipation. Orihime's breath was now coming out in quick, little pants, her body squirming impatiently.

"Stop," he growled, steadying her hips. "I don't want to hurt you."

Ichigo pressed his forehead against hers, their noses touching. His skin was burning with the need to be inside her. He needed to slow down. She was as hot and wet as the first time they made love and as she was the last time which was two nights ago in his apartment. Still, he'd hurt her with his girth if he wasn't careful.

"Hurry, Kurosaki-kun…"

It was the pleading tone that shattered him.

Orihime bit his neck and moaned into it when he finally entered her. The next thrust fully drove him into her. Her body arched, trembling as it adjusted to his penetration. He knew Orihime still found his size overwhelming despite how many times they had had sex.

Telling himself to slow down to fully enjoy the experience, Ichigo inhaled deeply and waited. He felt her kiss his neck and suck at his pulse before moaning in his ear. At her urging, he slid out and thrust in, moving inside her with as much control as he could muster.

"Faster…" she panted, her hot, damp breath ghosting over his heated skin.

Blowing out a curse, Ichigo clutched her hips tighter, his senses reeling from ecstasy, its intensity making his knees shake. Gritting his teeth, he fought the urge to pound hard and fast into her body. Muscles shook with strain as he flexed his hips, his pace even, controlled.

"Wrap your legs around me. Tighter."

Ichigo tangled a hand in her hair. Damp, auburn hair clung to her neck and pink cheeks, her breath coming out in quick, excited puffs, swollen lips parted as though begging to be kissed. He gave in and kissed her hard. Groaning against her lips, he ground into her, still in control, but he knew it won't last long.

"I… I w-want… I want to touch you. P-Please…"

He reached behind her and tugged the ribbon off her wrists. Once freed, Orihime wrapped her arms around his shoulders and lifted her hips, causing him to drive into her hard and to the hilt.

Sparks thundered through his veins and muscles. Ichigo swore viciously as pleasure swept him away, spots flashing across his vision. Large, frantic warm palms slid up her narrow back, feeling strong skeleton, the shift of firm muscles under soft skin, her long hair. They slipped down and grasped her waist, holding her still as Orihime twisted, fingernails digging into his back, whispering his name, how good it felt, how good he felt.

As he pressed deeper into her body, Ichigo drew her in another kiss, consuming her lips, her tongue, her taste. As they kissed, Orihime threaded her fingers through his hair, clutching them as she deepened the kiss, but he dominated her easily, and yet she still tried to match him. Her eagerness almost broke his restraints. She wanted to be fucked hard.

Breaking the kiss, Ichigo whispered, "Trust me." She looked puzzled at first. Her bemused expression turned into wonder when he gently pushed her down so that she was lying on the desk.

Small hands gripped the edges of his desk as he drew her legs apart and held them up against his shoulders. Ichigo rocked into her, feeling his chest grow warmer and fuller at the sight of her, aroused and panting and beautiful.

Gently running a palm over her leg, Ichigo noticed the resolve on her face to keep quiet, and grinned. He brought his thumb to his mouth, licking it. He lowered his hand between her legs and slid his thumb over her clit, pinching and rubbing it, matching his thrusts. Her body quivered around him, in turn causing his strokes to deepen and become more uneven. A tiny, sharp noise escaped her lips, but she shook her head wildly.

Still, despite her resolve, Orihime had closed her eyes, thrown her head back, her mouth falling open, unable to hold back the noise rising in her throat. From above, Ichigo watched her large breasts move in time with his increasingly rough thrusts. His fingers dug into her thighs, his weight pushing them wider so that she was splayed wide.

"I-Ichigo-kun…"

Hearing her sweet voice say his name made Ichigo throb more forcefully than ever. Pleasure surged within him like a violent tempest, battering away his coherent thoughts and control. His movements became more fevered, wilder. He felt her grip tighten, clenching him. Her noises had changed, more urgent and lustier. Hearing them urged him to thrust harder and deeper, crushing her against the desk.

A sharp, deep stroke had her crying out and arching off the desk. The sound of her voice, the way she said his name, her scent, and the carnal expression on her face drove Ichigo to lunge faster and harder over and over, wet fingers sliding over and around her clit, until she cried out his name, coming hard around him.

But he didn't stop.

Cursing between heavy breaths, Ichigo lowered her legs, wrapped them around his waist, and rode her even harder, sliding both hands beneath her to grasp her ass, lifting her to meet his thrusts. Her legs around him gripped him tighter, her ankles crossing behind the small of his back. He felt her hands grip his arms, nails digging into his skin. Drips of sweat rolled down the sides of his face, back and thighs, his damp hair sticking to his forehead. Ichigo felt like he was drowning, drowning in her slippery warmth, and the only way for him to survive was to swim faster, harder.

And he did, until Orihime came again, writhing and bucking. With a harsh groan, Ichigo thrust into her to the hilt over and over, and then he froze, groaning and shuddering wildly, eyes shut. Wet heat spilled over from where their bodies were joined. Then, slowly this time, he moved again, pulling back and shoving in repeatedly until he was spent.

Gripping the edges of the desk on either side of her head, Ichigo struggled not to collapse on top of her. "Fuck…" he groaned, heaving, his voice hoarse from exertion.

When his senses shifted back into focus, he slowly straightened, held her hips and withdrew from her warmth.

Her rosy, damp face was smiling up at him, lips swollen and red, honey eyes lidded and dark. Dazzling copper hair was tangled beneath her head, and her flushed skin glistened like a jewel in the dusk.

Ichigo placed a hand on the side of her face, touching her lips with his thumb, feeling her warm breath. Then he cupped the back of her neck, slipped a hand around her back and helped her up in a sitting position. He pushed her tangled hair off of her shoulder and kissed it, then her collarbone before pressing a firm kiss to her mouth. Orihime put her hands on his biceps, tenderly brushing the marks her fingernails had left on his slicked skin.

"You okay?" he said, holding her gently.

Orihime brushed the hair off his forehead. "Don't frown. I'm fine." Smiling, she rested her forehead against his, rubbing noses with him. "But I'm really sweaty…"

They exchanged gentle kisses, both sated and flushed. Ichigo kissed her neck while he ran a hand over her leg. Sweat ran in rivulets down her neck and the valley between her breasts. He dragged his tongue over her pulse, before his mouth closed over it, tugging the skin with his teeth.

Ichigo raised his face, the corner of his lips kicking up when he felt something around her knee. Orihime felt it, too, and looked at where his hand was.

Her mouth dropped open, and then she pouted. "K-Kurosaki-kun! Those panties are expensive!"

–

The sounds of her heels hitting the floor echoed in the dim hallway. Outside, she could see the streetlights were already on, illuminating the streets. Reaching the door to the teachers' office, Orihime slid it open and sighed in relief upon finding the office empty. She hurried to her table and gathered her things. After donning her coat, she took her bag and left.

Orihime took her time traversing the crowded streets. As she strode along with other pedestrians, she absently licked her lips and, remembering how Ichigo kissed them, blushed, her heartbeat quickening. Heat filled her chest, slipping down her lower belly and between her legs. The feeling, unfortunately, reminded her that Ichigo had taken her torn underwear, a remembrance, he'd said.

She could only hope that her face was not betraying her feelings and thoughts. Mou… This is Kurosaki-kun's fault! He's so…

Her steps faltered as images came unbidden to her mind. His strength and fervent passion, the heat and energy thrumming under his hot skin, the way he looked at and held her, making her feel safe. His hands had been warm, rough and big, but gentle as they stroked her skin and gripped her hips as he filled her. Being vulnerable and so open underneath him and loving it had both embarrassed and thrilled her. It was dirty and shameful, but she couldn't fight the exhilaration from overtaking her. She even felt a bit of a pleasure at being desired so ardently.

Finally, she reached her apartment complex, but before she entered, she looked over her shoulder. Across the street, a tall figure leant against a wall next to a convenience store. Eventually the man pushed himself off the wall and stood under the light of the lamppost.

A smile spread across her face.

Ichigo had always watched over her, following her discreetly to make sure she got home safe. At first, Orihime worried about being a bother. He had assured her he did not mind as long as she was comfortable with it; after all, his apartment was not that far from hers.

Orihime bit her lip, struggling with the desire to invite him upstairs. They hadn't parted yet, and she already missed and wanted him. She flushed, then, recalling how many times they had impulsively sneaked around this week. They'd even taken into sneaking into the nurse's office during lunch and returning hours later to continue their tryst.

She vaguely wondered if their recklessness stemmed from their anxiety over their impending separation. The university he had chosen to transfer to was quite far and more challenging than a community college. The distance wouldn't be a problem, but they both knew it wouldn't be easy, either.

Seeing him scowl as if he knew what she was thinking, Orihime gave a smile and a small wave. Ichigo's brow relaxed a bit, and he responded with a small smile and a nod, and her smile broadened. After a few minutes of staring at each other, she turned and entered the building.