Ulquiorra stood by the wall, panting, a red cut marked the side of his face, and blood visibly making it's way down his cheekbone. That was close, he thought. Gin smirked from behind a corner, his face in the shadows.

"I wonder where Orihime and the others are. I hope they're all right." he said to himself.

"Ulquiorra!"

He spun around to find that Orihime stood beside him. She seemed pretty relaxed, and uninjured. Well that's a relief, but no surprise, really. She was smiling at him. That's when he got worried. "Are you okay? What happened?"

"Oh, I'm fine." She flicked her hair around, and then stepped closer to him, clutching her elbows. "It's really cold!" she exclaimed. She was right: frost was forming around their breath.

"Yeah." Ulquiorra looked around, looking for a way out through the darkness. "Hey, I think we should move out in about ten or so minutes, once we've rested a bi-" he noticed Orihime had wrapped herself around his arm. She was still smiling at him. "Are you really that cold?" he tried to make a joke out of it, but deep down he knew something was very wrong.

"Yeah! It's freezing!" she then proceeded to bind her arms around his chest, resting her chin on his collarbone. He could feel her cold hands reaching up his back under his shirt. Feeling very uncomfortable with Orihime's advancements, he gently tried to move her away. She clasped her hands around him and nudged him against the wall, her chest pressed against his.

"Orihime…" he again tried to remove her, gently, since she seemed emotionally fragile. She gripped him tighter.

"Oh come on, boy," her voice was low and enticing. Ulquiorra, now quite disturbed, decided to play along a little, at least until he was in a position to move away from her provocative gestures. His forehead met hers and their eyes locked. "That's better," she said, and then leaned forward to kiss him.

"I don't think so," he responded, moving his head into its previous position. Instead, she sighed and seized him to the ground. She was on top of him in an instant, adding more weight to Ulquiorra's sudden fall.

"Come on, Ulquiorra, it's been a long journey, and everyone's tired. Even you- aren't you sick of being in a place with so little pleasures?" she whispered to him. She had a point. Giving in, Ulquiorra lay still as she began to undress him, starting at his belt and hoodie. When she was satisfied, she leaned back over him. Ulquiorra peered over her loose garments, which were revealing cleavage, bra and neck. "You're finally getting it, now aren't you?" she referred to his wandering gaze. He looked away, trying to avoid any view of her. Orihime tilted his chin back to her with one hand. "I saw that look. Don't pretend that you didn't, you perv'."

"Says you."

"At least I'm admitting it." she arched her back so she was sitting on his waist, and she lowered her shirt to expose even more cleavage.

"Why are you doing this?" he said, his eyes darting away from her gesture. She then lay her chest on him, so she met him nose to nose.

"Why not?" she whispered. The hairs rose on the back of his neck as her breath warmed his face. It was sudden. He felt his heart immediately started pounding in his chest like a drum, his breathing increased and his skin warm up and his sweat returned. It was like his body was reacting to a furnace, trying to keep cool. She felt it too, and smiled. He found himself staring down her shirt again. For a split second, his eyes focussed on her scar under her bra strap that reached from her shoulder to the middle of her chest. Scar? Orihime didn't have a scar like that- he'd seen her in a singlet before. In his moment of logic, Ulquiorra used the last of his strength to shove her off, and then pinned her down.

"Oh, so you want to be on top?" she giggled, writhing lustfully under him. Ulquiorra rolled his eyes.

"What happened?"

"Shhh…" she put a finger to his lips. "Stop talking so much."

"I will if you tell me what happened to Orihime." he said, annoyed that this creature had made him feel this way.

"Will you kiss me if I tell you?" she smirked. Ulquiorra sighed, even more irritated that it now wanted him to kiss it. Actually, it had been trying to seduce him from the start, but now he knew she wasn't Orihime, he felt even more distraught.

"Just tell me, please."

"Are you going to kiss me?"

"Yeah, sure." he grunted. Why did something so simple have to feel so complicated?

The woman stopped moving and stroked his face, over his cut. She was so like Orihime, except for the huge scar and her attempted rape, she moved just like her and talked like her too. It couldn't be mind control. Finally, she spoke.

"I'm identical to Orihime. In. Every. Way." as she spoke, she pulled his body closer to her with each word. "I don't know what's happened to her. But this is the only chance you will ever have with her, even if I'm not her."

Ulquiorra looked at her. "Who are you?"

"Kiss me."

"You didn't answer my first question."

"I told you I don't know."

"Why are you wearing her clothes?"

"No more talking."

"You do know what's happened. I'm not keeping to my side of the bargain until you've kept yours." he almost wished she wouldn't keep her side. He had no idea if she was human or not. She caressed his face again.

"I can see your memories. What I didn't concoct from your memories is my personality, appearance and urges. I took your memory of Orihime's clothes and put them on." she drew his head closer and whispered into his ear. "But I'm just as human as she is. Are you afraid of me?"

"Ha, no." he replied. Although, inside, he was scared. He had been afraid to whole time, of a part of him burning to submit to her.

"Is that so? Keep to your side of the bargain, then." she jerked his head down so their lips were centimetres apart. Still trying to prolong oral contact with her, Ulquiorra pursued further conversation.

"Why are you so desperate to sex me up?"

"You're desperate for it, too"

He raised his eyebrows, "No. I'm not." he smiled.

"That's not what your pants are telling me. And besides, you'll never see Orihime again, so why not take the chance to do things to me that you have always wanted to do with her?"

"Like killing her?" he reached for her neck with his one hand, the other still trying to resist him lying on her. "Slapping her? Throwing her off a cliff?" Ah, the good times when they were in territorial warfare.

The woman sniggered. "Funny that you were being so careful with me before, when you though I was your friend. But anyway, there is one thing I know you've wanted to do with her, and you can have it now." with one hand she held his head still, and with the other she wrenched his torso in place. She closed the minute gap between their mouths, and kissed him. Ulquiorra lost. The scent of Orihime and the sensation of her lips finally broke down the last of his reasoning and he gave in. He found himself fondling her hair and adjusting himself on top of her. The woman tilted her head to one side, thrusting her tongue under his. Ulquiorra sat up, choking on the bitter taste, and gagging. He glanced at her, horror struck across his face. Panting, he fell sideways, and everything went black.

The Gin pulled himself out from under him, checking he was unconscious. He smiled, pleased with his success. He leaned over him and opened his mouth. As if to give him mouth to mouth, He covered his mouth with hers. He breathed in his emotions and his memories, and then blew them into a small glass orb. He dug his fingers down the side of his face, grinning as blood drooled down his cheeks. "Y'all a hard one to break."