A/N: Well, all of you voted for M, so I'm moving this up…ItaOro smut…I had to post this right away, because it's such gorgeous smut, and I'm sure everyone was anticipating the arrival of my first smut in months so…enjoy!!

Kabuto rushed forward, down the halls, searching for Orochimaru. He could hear the sannin's hoarse screams, caused most likely by Tsukiyomi. It took three days in Tsukiyomi for Itachi to fully break his victim, but in the real world it could take anywhere from an instant to three minutes. And from the sound of it Itachi was having a hard time with Orochimaru.

Kabuto followed Orochimaru's voice.

OOOOOOOOO

Orochimaru was still resisting Itachi, and he knew he was paying for it. A day and a half had passed, and Itachi was slowly wearing down both his resolve and his will. Orochimaru knew he couldn't make it-not with his dignity, anyway. It really irked him, to know that he was second-and to a kid! This boy was what, seventeen? And here he was, torturing a legendary sannin until he was pleading within an inch of his damned soul!

"Itachi, knock it off!" Orochimaru screamed, muscles tensing as the katana slid into his pale flesh. "Itachi!"

"You know I'm not listening to you beg."

"I'm not begging," Orochimaru panted. "I'm asking you why the hell you're doing this!"

Itachi smiled. "I told you; I need you for my own filthy purposes."

Orochimaru felt the katana slide into his side once again, and the now-familiar blanket of black covered his vision yet again.

OOOOOOOOO

Kabuto continued through the hallways, knowing full well that Itachi was about to do. In Tsukiyomi, the user could force their victim to do virtually anything; anything. And Kabuto also knew that Itachi would take severe advantage of this "anything" and harm, even scar, the sannin, possibly for life.

If Orochimaru could hold out for about thirty more seconds in the real world, Kabuto could get to him. But if Itachi had started when Kabuto thought he did, he was too late.

And the chances were that he was already.

OOOOOOOOO

Orochimaru didn't want to open his eyes. He didn't want to wake up yet again to that endless torture. He had no wish to let Itachi stab him. Again. And again. And again. And he really didn't want to go through a whole new day of it. But…wait…something was different…he could move again…?

Orochimaru slowly sat up, opening his eyes and looking around. He lay on the floor of…where was this anyway? He was still in Tsukiyomi, but this room was unfamiliar…was Itachi finished with him? He highly doubted it. Footsteps echoed off stone walls, and Orochimaru looked over to the source.

Itachi was walking towards him.

"Come now, Orochimaru-san, you didn't think I was finished with you, now did you?" Orochimaru slid backwards a few feet. "What do you want?" he asked nervously. "You better not be doing what I think you're about to do-"

"Depends on what you think I'm about to do."

Itachi raised a hand and watched Orochimaru's reactions. "Time, space, even you-I control them all. Don't try to fight; you'll only injure yourself. Possibly in the real world as well."

Orochimaru watched as Itachi paced towards him again, feeling helpless and somewhat small before the Uchiha. Itachi snapped his fingers, and Orochimaru instantly recoiled.

Suddenly, he was exposed before Itachi.

"Oh, you've got to be joking-"

"Of course not," Itachi said, stepping towards him. Orochimaru pulled himself away from Itachi again, trying to cover himself.

"Come on, don't make this harder than it has to be. All you have to do is hold still, and it'll all be over in a minute or two."

Orochimaru glared. "I don't trust you."

Itachi shrugged, cloak slipping off his shoulders as he did. "Your loss. And all the more pain for you."

Orochimaru knew what was coming; and dammit, he hated Itachi for using him this way. Why was he doing this anyway? Was he involved in some huge scheme, and this was just a personal whim? Or was this part of the plan…to break him, and then…then what? What would Akatsuki do once they had him firmly in their grasp? One thing was certain, Orochimaru had to get out of this deadly illusion-now!

Itachi smiled as Orochimaru looked around, searching for loopholes. "You're not going to make a run for it-these doorways lead to your worst nightmares."

"This is my worst nightmare," Orochimaru muttered.

"Then I guess you'll be mine sooner than I thought."

Orochimaru slid backwards again-

-and hit the wall.

Oh, great. Can this day get any better?

A body pressed against his own with a lust Orochimaru had never seen before, anywhere, not any kind-not the bloodlust when Tsunade had punched out the wall when he was persuading her to heal his arms, not the wild, untamed fury in Shizune's eyes when she shot those poisoned needles at him and Kabuto, and not even when he had seen Itachi's bloodlust years ago when he tried to take his body.

"I still haven't forgiven you for that," Itachi said, smirking, as he pressed his hips painfully into Orochimaru's. "You know; the old grudges and all."

Orochimaru pushed against Itachi, trying to break the bare-skin-to-bare-skin contact. "You'll pay for this."

"Like I paid for cutting off your arm?" Itachi asked, and crushed Orochimaru's body against the wall. "Hn, I don't think you've gotten me back for that yet. Let's take these things one offense at a time, shall we?"

Orochimaru groaned at the pain of being pushed so forcefully into the wall, but he decided not to fight back. Maybe if Itachi let his guard down while he was…

"Don't even think about it," Itachi said, reaching down to caress Orochimaru's pale, flat stomach. "I won't let you."

"Damn…" Orochimaru whispered. He knew he was in for it now…

Itachi's hands ghosted his body, flickering over old scars and new bruises; bruises he himself had put there. Itachi pressed his mouth to Orochimaru's, effectively silencing him. Orochimaru yanked his head away, breaking Itachi's kiss and forcing the missing-nin to back off an inch or so.

"You know you're in trouble now, don't you?" Itachi whispered, hands still roaming. To Orochimaru's dismay, he seemed to be paying attention to priorities-was it his goal in life to make him flush this badly?! And then Itachi's mouth was crushed onto his again, tongue forced in and warring with Orochimaru's.

"And don't you dare disobey me," Itachi murmured into his mouth, somewhat breathless from the kiss. "I'll be rough with you, and I know you won't like that."

Itachi sealed his mouth over the side of Orochimaru's neck, and sharp canine teeth pierced the sannin's skin. Orochimaru bit back a moan and arched his back, trying to get away from Itachi.

Bad move.

It pressed Orochimaru and Itachi's bodies together in exactly the last place on this Godforsaken planet Orochimaru wanted to be.

Itachi gasped at the pressure, separating his mouth from Orochimaru's neck.

"That was…naughty, you," he muttered, giving Orochimaru's backside a firm swat. Orochimaru yelped in surprise at the contact and jumped away, realizing too late he had made the same mistake-again.

Itachi smacked him again, harder this time, and Orochimaru skittered back. Itachi sighed.

"At least you learned your lesson. Don't you ever do that again."

Orochimaru was sick and tired of this-he was terribly, terribly tempted to do exactly the opposite of whatever Itachi told him to do. Itachi's tongue snaked out over the wound he had made a few minutes ago, lapping at the blood and dipping into the cut. Orochimaru slowly drew his hands up between his and Itachi's bodies, trying to worm his way out from between him and the wall.

"Need room to move? Fine." Itachi stepped back, abruptly releasing all the pressure he had been putting on Orochimaru's body. Unprepared for the sudden release, Orochimaru pitched forward, knowing he would fall. And he did-until Itachi caught him. The missing-nin's hands gently slid underneath his thighs, gripping him firmly and lifting him up against his body. Orochimaru sighed; this was where it got really messy.

Before he knew it, Orochimaru was pressed to the wall again, and this time Itachi held his legs against his sides. Orochimaru didn't want to, but he took the hint and wrapped his legs around Itachi's torso, holding himself up and picking his lower back up off the wall.

"Glad to see we're so…complying now," Itachi murmured. Orochimaru's breathing was fast and labored; he really didn't want to do this, he really didn't-

Three fingers found their way into his mouth, cutting off any reply the sannin might have given.

"Suck."

Orochimaru yanked backwards again and bit down, teeth clacking together as Itachi pulled his hand back at the last second, feet finding the floor and struggling to regain his balance. Itachi's hands snaked forward again, and this time Orochimaru felt a hand fisted in his hair, and the invading digits back in his mouth.

"I thought I told you not to disobey me," Itachi growled, shoving his fingers back even farther. Orochimaru pushed down the urge to vomit as Itachi hit the back of his throat. "Now suck."

Orochimaru slowly began to work his mouth around Itachi's fingers, and the Uchiha released his hair, using his now-free hand to stroke Orochimaru's inner thighs. A whimper slid past Orochimaru's lips at the touches-no one had ever touched him this way, ever.

Itachi smiled and pulled his hands away from Orochimaru's face. "All right now, see how much easier it is when you cooperate?" he purred, and put Orochimaru's legs back over his hips. "Now, relax."

Orochimaru gasped as the first finger was inserted into his passage, and his legs immediately tightened around Itachi's waist. Itachi smiled at the reaction.

"Relax, Orochimaru, what did I just say?"

"Easier said than done, Uchiha," Orochimaru spat. Itachi shrugged.

"Well fine then-be uptight about this. But I warn you, it will be all the more painful for you."

Orochimaru couldn't help but whimper as the second finger was added, and Itachi moved his fingers back and forth, forcibly stretching the sannin to make passage easier later.

"Relax," Itachi repeated. "Come on, stop making this hard on yourself."

"I told you," Orochimaru panted. "Easier said than done!"

"Once you figure out how to relax a little, we'll get this over with, how about that?"

Orochimaru's breathing sped up again, and Itachi gently set his mouth on Orochimaru's forcing him to calm down a bit.

"All right, you're okay," he murmured, stroking Orochimaru's hair. The sannin realized he was slowly calming; he had no idea how, but he was…

Until that happened.

Itachi forced the third finger into Orochimaru's tense ring, making the sannin release a small cry and arch his back. Itachi repeated his motions, placing his lips to Orochimaru's.

"That's it," Itachi said softly. "All right then, I think you're ready."

He removed his fingers and pushed his arousal in.

Orochimaru cried out again as Itachi shoved into him, but he tried to stay calm, as Itachi had told him to. Itachi waited, giving Orochimaru time to adjust; he had done this enough to know that it would be less painful for Orochimaru if he waited a moment or two to let him catch his breath.

Orochimaru's breathing slowed down a bit, and Itachi smiled.

Now for the fun…

Itachi drew back, giving himself just enough room to jolt forward again and throw Orochimaru back into the wall with his thrusts. Orochimaru gasped at the power behind Itachi's movements-and he wasn't even breaking a sweat!

Dammit…!

Itachi could feel Orochimaru begin to tremble against his sensitive stomach, and soon the trembling turned to tremors, and the tremors turned to uncontrollable shaking and cries of pain. Itachi stopped for a moment, leaned forward, and let his lips brush Orochimaru's.

"Come on, you were doing fine for a while…" His tongue teased at Orochimaru's lips, and the sannin grudgingly opened his mouth. Itachi pushed his tongue in, running it along the roof of Orochimaru's mouth and pushing underneath the sannin's tongue. Orochimaru moaned with pain and pleasure, and Itachi felt his shaking slow down. He picked up the pace again, faster, harder, until Orochimaru screamed in pain. Itachi's face was still pressed to Orochimaru's, and he felt a warm, wet substance that wasn't sweat trailing down Orochimaru's cheeks and onto his own. Orochimaru screamed into Itachi's mouth again-God, Itachi was going to pay for this when he got out of this hellhole-

Itachi collapsed into Orochimaru's chest, finished for the moment. Orochimaru breathed a sigh of relief-he was done, this was it, he was about to be released-

Itachi stepped back, and Orochimaru fell to his knees. A pair of gentle hands cupped his face, gently lifting it to Itachi's.

"Almost," he murmured, and forced his arousal into Orochimaru's mouth. Startled, the sannin pulled away, but Itachi held him firmly by the hair.

"Come on! Suck!"

Orochimaru hesitantly did as he was told.

Itachi moved back and forth in his mouth, pushing back against the back of Orochimaru's throat. The sannin gagged, choked, and tried again to pull away. Itachi slapped him firmly and held him close.

"Come on…you can do better!"

Stop it! I'm sick of your games!

Itachi groaned and released into Orochimaru's mouth. With a wave of horror, Orochimaru realized what he had to do.

Reluctantly, Orochimaru swallowed. Itachi came at him like a tidal wave from over a dam, and Orochimaru almost choked again. Finally, Itachi stilled and pulled away from Orochimaru. He pulled him up into his arms, gently caressing his body.

"You're wonderful," he murmured, and let Orochimaru stand pressed against him for another minute. He knew it would do Orochimaru good to have someone close to him…and it would also do him good, when he got out of Tsukiyomi, to have Kabuto try to bring his temperature down. A nasty side effect of Tsukiyomi…

Orochimaru's world began to spin, reds, blacks, and whites mixing and swirling around in a whirlwind of pain.

Orochimaru passed out for the final time.

OOOOOOOOO

Kabuto knew he was too late. As he rounded the corner, he could hear Orochimaru's final scream as he crumpled to the ground, finally released from Tsukiyomi. The Mangekyou faded from Itachi's eyes, and he smiled as Orochimaru fell at his feet, shaking and unable to even look at him at the present moment.

"Orochimaru-sama!!!!"

Kabuto rushed forward blindly, not caring that Itachi knew now he was free; he just wanted Orochimaru in his arms, safe for the time being…

Itachi smirked, and Kabuto gave him a devastating glare.

"You did it, didn't you…? How dare you?! To take advantage of someone like that is just sick! How dare you?" Kabuto stopped, feeling Orochimaru's shaking increase. "You sick…sick…monster…what kind of person has the nerve to do that to someone? How…dare you??!!!"

Itachi sighed. "Take him away. Go back to your little hideout. Wait for the Akatsuki's call. And make sure you bring that fever down-he'll be very uncomfortable if you don't."

Kabuto didn't see the smirk on Itachi's face as he lifted the unconscious Orochimaru and carried him away.

A/N: Oh yes, beautiful smut. Poor Orochimaru…he's so cute, he so didn't deserve that. . I really abuse him, don't I? . Now I've done it...half of each of my two favorite pairings are now tainted with my favorite kink...But oh well…he'll live…or will he…? . Review to find out!