An: Minor Edits


Inoue Orihime had only been in the white stone prison for a few days, but it felt like eternity. Her presence was not wanted by the hollows who inhabited this castle. Her presence was not needed by her friends. She sighed as the thought about how unnecessary she was went through her mind.

Her nails dug into her knees, the fabric wrinkling under the stress. It didn't matter to her though. If this was all she could do then she would do it gladly and only hoped that she would not be a burden to her keepers or her friends. 'I have to be strong.' she thought as she continued to wait in her cell. For what, she did not know.


Ulquiorra stood beside the door, waiting for his Lord to acknowledge his presence. He knew why he was there and what would be asked of him. He could not understand why Aizen-sama felt the need to indulge in this woman's emotions. But then again Ulquiorra could not understand why he could sense her distress so vividly in her riatsu.

"Ulquiorra, come in." Aizen said, his chin in his palm. He looked as if in contemplation, but Ulquiorra knew better. Aizen did not contemplate. In fact, he had it all planned out. There was no need to contemplate things that were already absolute.

"Can you feel it? What an odd girl, her spirit pressure is strong enough to not be confined by the walls, but so inexperienced that she has no idea." Aizen released a fraction of his riatsu, to Orihime it would feel like he was reminding her to whom she now belonged. To everyone else they would assume the same. But to Ulquiorra he was doing what needed to be done, to drown out her riatsu. The woman's emotions screamed in her spiritual pressure; her self-doubt, her confusion, her sense of duty, her sadness.

"Aizen-sama, your concern is not necessary." Uliquorria turned to exit. His master's concern for him was in fact somewhat unsettling. "I have no heart, I am a hollow. Her feelings are nothing but a weakness she broadcasts. You have entrusted her to me. Therefore I will ensure her survival," the fourth espada lied. It did in fact infuriate him; the emotions pressing against his own power.

"Uliquorria, your eyes see everything, I have chosen you for this reason. Don't be blind, there is much to learn from the opportunity I am granting you. Something a hollow who only knows despair may never experience." Aizen turned and left the fourth espada to stand in the doorway.

"Ridiculous," Uliquorria whispered as he walked back to his wing, hoping the human had not eaten her food so that he could shove it down her throat.


Orihime jumped when she heard the door to her room open. She didn't turn though. She knew who it was. She could hear him inspecting her plate to make sure she had eaten. The whole time she ate a part of her wanted to throw it out the window but she was too short. Even when she moved the couch, and stacked the cushions.


Ulquiorra was disappointed at her empty tray, her feelings effecting him much more than he would like. He wondered why the others in these walls did not seem effected. It must be that his eyes see all. He turned to leave, being this close to her was uncomfortable. He was a hollow, empty, and this woman was like water filling the void without control. Then a thought entered his mind. He would show her just how empty it was; to remind her not whom she belonged to but who she was in the presence of.


Orihime felt something then, emptiness that could not have been her own feeling. She was incapable of such despair. Her eyes widened as she turned to him.

" Woman can you feel it?" The air around them began to distort from the riatsu he was releasing. He walked slowly to where she sat. Uliquorria lifted her chin, forcing her to stand. "Are you afraid?"

Orihime felt the immense pressure on her chest and for a second she wondered why but brushed it off. He would not tell her why he was forcing such emptiness on her. Her resolve hardened. She chose on her own to come here and she would prove herself strong and useful. At least long enough for her friends to prepare.

He felt her resolve harden. Why did she respond this way? Why wasn't she breaking? A minute ago she was broadcasting fear and uncertainty. Why now, under the pressure of what true despair feels like, would she be strong? These humans were interesting if not infuriating. He forced more riatsu on her form. He wanted to see her quiver in fear. To be the weak creature he knew her to be.

Orihime felt his pressure intensify. The need to drop to her knees became stronger, but no. She might not be as strong as Ichigo, or Rukia, but she had a purpose here. A purpose that someone who had no understanding for compassion, friendship or love would not break from her.

The woman was afraid he could feel it, but still she raised her hands, determination written on her face. He could have stopped her, but this curiosity as to what she would do stayed his hand.


The pain was the worst she had ever encountered. Orihime had to stop this, this pain, this void. Then something occurred to her.

"Santen Kenshun," she whispered, two streams of light illuminated the side of her face as they went to what she thought was the source of his emptiness. Her sacred healing shield quickly going to work to protect its keeper from any more pain.

Ulquiorra watched in awe and horror as her power began to reject the hole in his chest. He watched as sweat began to bead on her forehead and around her neck. Her strain slowly becoming more and more of a worry for him. The urge to wipe her brow became more and more pressing as the void shrank. Could this girl really be this capable? The wave hit him slowly. Floods of things he had not known for as long as he could remember were crashing against his cold resolve.

Orihime watched as it slowly began to close, his spirit pressure fighting her so much more that she thought possible. She felt herself weaken. She felt it then. This man, this hollow, could easily take her life at anytime. The second she became unnecessary she would be disposed of. The memories of right before she left. Of things that she would never experience, the woman would meet her end here, maybe not now, but it was an eventual absolute and probably at the hand of her keeper.

Ulquiorra was flooded with emotion, feeling that he could almost remember, almost grasp, filling the emptiness that had become his existence. Then something he could not remember, a sound....thump...thump. The flood of self-doubt emanating from the girl began to fade. His hand still holding her chin tilted it further, in a rather intimate way. The feelings that compelled him now were something he did not understand, but it would be very little time before what she had done would be reversed by his own power, restoring what he had know all these years to be his driving force. To fill the void, it is what hollows exist for; constantly consuming, conquer and devour, but she had done for him what he could not, to temporally fill the hollow. He leaned in close his lips slowly brushing against hers...thump...thump... His heart replied to his actions. 'What would she do if he kissed her, touched her, explored her.' The curiosity compounded with the new flood were too much for him to ignore.

"Are you afraid now, girl?" he asked as his hand tangled in her hair, pulling her painfully close.

Orihime wanted to respond but then black clouded her eyes as she lost consciousness. Ulquiorra went from intimidating her to holding her. She had expelled too much power. To save herself from the pain he felt every moment she would exhaust herself to the point of fainting.

Ulquiorra held her for longer then he cared to admit. The sweat on her brow her labored breathing, he intended to leave her there on the cement, to wake up chilled hours later, to remind her of just whom she was dealing with. But he could not.

The fourth espada carried her to the wall where he pressed his palm to the blank stone allowing a bed to fall. He felt mildly guilty for not telling her about the bed previously and forcing her to sleep on the oversized couch but in a few hours that guilt would pass once the effect of her powers were overruled by his own.

He laid her down, his pale hand reached out and wiped her forehead, and she instinctually leaned into his touch.

Ulquiorra was taken aback by the urge to comfort her. The things he had made her do, agree to, to break her spirit. What a curious creature she was to fight him so much while awake but while asleep to be pulled to him. She looked uncomfortable and he felt terribly compelled, he began to undressed the girl. Her hair pins began to glow.

"Be calm." He whispered, as he pulled her dress at her shoulder and then lifted her up to pull the garment completely off. Her skin soft against his own, a brief foggy image flashed through his mind. A memory of a life long over. Her body laid limp in his grasp. Her powers calmed allowing him to take care of her.

Ulquiorra began to lay her back down his arms still behind her as she met the soft bed. The something he had not expected happened. Her eyes opened. Her personal regenerative powers were quite amazing. He waited for it. Her feminine hand to meet the side of his cheek like it had before. Before he had been talking about her friends when he pushed her to the point of violence. Now she was in his arms on a bed naked and all of this occurring while she was unconscious logically this would be a more appropriate situation for such behavior.

The fourth espada was surprised when that did not happen, when her cheeks took on a rosy tone, her arms crossing to hide her beauty from him. He realized something then, she was not afraid. She was in his grasp, the man who told her if she did not follow his orders he would kill her friends, yet instead of fear she felt embarrassed. He decided then she was the most confusing creature he had ever come across.

"Why do you cover yourself?" he said, his voice far huskier than he had ever thought possible. The need to kiss her was pressing on his mind, but the curiosity about her actions more urgent.

Orihime blushed deeper. She had no idea as to what exactly was going on except that she was not wearing clothing. So she did the only thing she could think of. She covered herself.

"Because Ulquiorra -sama I am naked," she squeaked, trying to sound as proper as she could in this situation.

Ulquiorra could not refuse her simple logic. "Do you not wonder how this came to be?" he asked.

Orihime absently move her right arm from her left breast to bring her slender finger to her full lips in contemplation. Once she had reached a suitable answer she smiled. "Well I remember being really, really hot and then it all went black. So you must have saved me," she replied, very satisfied with her deduction skills.

Ulquiorra was awestruck. She knew exactly why and how this had occurred and she did not question his motives. Even after all that had happened she did not think he would cause her harm, or feel this position they found themselves in was an act of anger on his part. She truly was a wondrous creature. Unlike any he had ever encountered. His eyes fell lower catching a glimpse of her exposed breast.

Orihime could not believe what was happening. What had caused such a change in him? Then her eyes fell to his collar bone the hole adorning there prior was gone. She absently reached her hand up to caress the new space. Ulquiorra grabbed her hand mid air, stopping her offending appendage.

"What makes you think you may take such liberties, girl?" he asked, his voice absent of its normal venom.

Orihime ignored him extending her finger the rest of the space, she felt his warmth and then...thump...thump. Her eyes widened. She moved their arms out of the way and placed her ear to the area. She gasped as her thoughts were confirmed.

He could not believe the audacity, she so quickly forgets all fear when something mildly interesting happens. He sighed. "It will not last, your powers are amazing, but mine will return my heart to where it was prior to your display earlier."

"Where was it?" Orihime asked

He felt her voice as it radiated through his chest. The feeling of her so close causing his temples to throb. "I do not know," he answered truthfully. They do not explain to hollows where their hearts have gone, they only know to consume. The only thing he had ever heard in reference to a heart was from a hollow he met years and years ago. 'To progress to the next stage adjuchas, you must find your heart' were the words the man had spoken to him.

Orihime looked up. "I'm glad then, that you got to have it. Even if only for a short time."

Uliquorria looked at the girl, whose skin and spirit were so warm, her humanity beckoning to him. He could not help himself then. The need to know more about her, the need to explore her was too much. He closed the gap between them and kissed her.

The feel of her lips was heavenly, she attempted to move but he would not allow this to end, not just yet.

Orihime was shocked, as his lips collided with hers, and she leaned back to get away. Unsure of what she should do, but he decided for her as he pushed forward. Not allowing her to escape. His hand moved up her side to cup her breast causing her to gasp and allowing him to kiss her more deeply.

She moved her hands to cover herself again. His other arm stopped her, pinning her arm to the bed. He broke the kiss then.

"Do not cover yourself, woman. You will not hide yourself from me," he whispered into her ear as he then began to kiss her neck. Orihime was at a loss as to what she should do. Should she stop him? Did she want to? The thoughts were clouded by his touches. Her doubt faded as the new sensations tingled throughout her body. Ulquiorra moved from her neck to her stomach; kissing her side and her abdomen as his hands hungrily searched her curves. He softly kissed the under side of her breast before taking her nipple between his teeth and sucking lightly, fighting the urge to draw more into his mouth.

Orihime's hand tangled in his hair, the other grasping the horn on his mask as he sent sensations through her body. Her actions only encouraged him further. He grunted in response to her moans and continued his erotic abuse of her flesh.

Ulquiorra then reached up to kiss her again. Her taste and moans were tantalizing him to continue further, to dig deeper into her, to feel every inch of her with his fingertips. He felt as her hands found their way beneath his coat removing it entirely. He kissed her harshly as her hands roamed his body, the need to devour her and hear her moans while doing it was so strong he was beginning to shake. Feeling her skin on his set his whole body on fire.

Orihime's hand roamed lower to his only remaining clothing. She hesitated for a second, knowing that if she went further it would be obvious what would happen. As his mouth roamed back to her breasts her hesitation faded and she pulled them down, raising her foot to pull them off completely.

Ulquiorra was no longer concerned with her audacity as he felt his clothes leave him and heard the soft thud on the floor. His excitement increasing as to what her gesture meant, causing him to hungrily kiss along her collarbone and return to devour her breasts.

A quiet muffling sound outside the door caused him to pause. His mouth left her right breast for a moment. His naked body nestled between her legs. His need throbbing against her thigh.

"Orihime, use you shield so that we will not be heard. I do not want anyone but me to hear you call my name," he whispered his breath against her nipple causing a heat she had never known before.

Orihime called out her shield, blocking the eavesdroppers from anymore hints as to what was occurring.


Jin and Stark both looked at each other and frowned.

"Damn, I told ya not ta move," Gin whined.

"I didn't move! It was you!" Stark replied as he stood.

Gin smirked, "Oh well we will just have to find something else to do."


Ulquiorra moved his hands lower to explore the only area he had neglected. He felt it then, his heart skipped a beat, this would end soon enough. The realization hard on his newly found state of mind. He became more eager to taste her then, to feel as much of her as he could before it was gone. He thanked whatever kami hollows thank that she did not deny him.

Once they were done, both spent from the passion they shared in their fleeting moments, the two collapsed onto the bed. The sound of Orihime's breathing soothing the hollow that was fighting to return him to what he was.

For a moment Orihime felt empty and cold after his warmth left her body. She began to curl up into a ball, waiting for him to leave her bed, waiting for this moment to end as it should. Somehow he sensed her discomfort and pulled her onto his chest. Soon he would not have the compassion he did in this moment so he would show her what he could.

Orihime laid her head against his chest to listen to his hear beat. His hands roamed to her hair and began to twirl it between his fingers as he contemplated the events of this night.

The woman began to feel regret as she laid there. Knowing that soon he would revert to his old self, cold and uncaring, and back to the way he treated her before. This was her choice she reminded herself. To come here, to heal him temporarily, to allow him ree reign over he body.

Uliquorria leaned in and kissed the top of her head, inhaling her scent. "You are mine whether my heart is here or not, I promise you," he whispered. The girls small smile as she turned to look at him gave him warmth that he had never felt before.

Soon Orihime fell asleep, the rhythm of his heart her lullaby. After a few hours Ulquiorra felt the effects of her powers begin to fade. A rather sad feeling filled him that this moment would end. He pulled her close and embraced her until the hole in his chest had completely reappeared.

Uliquorria removed her from his person, laying her down onto the bed and retrieving his clothes. As he went to leave her still sleeping form, faster than her eyes could follow he used sonido, kissing her lightly on the forehead, and left the room.

Ninitoria met him at the door. "So did you get to taste the master's pet?" he mocked as Ulquiorra exited the door. Ninitorria soon found himself against the wall, a pale hand choking off his air and another creating a cero at his abdomen.

"She belongs to only one. You have no right to speak in such a manner." The fourth espada dropped the fifth and left him barely conscious on the floor. "She belongs to me." he whispered as he went on his way.


AN: This is for a picture done by greenifyME on deviant art. Her work was inspirational This version has been edited, to read said lemon you can go to my account on allsystemsred dot org under the name nobody. MA so 18+ only.

http : // greenifyme. Deviantart . com / art / Ulquihime- Beautiful-126193580 (for art minus the spaces)

LC i love you thanks for all your help with this fic.

Also the anime fanfition awards has begun the voting phase on all systems red dot org. Go join and vote or join and wait to nominate next quarter. All anime fandoms are welcome, and works can be posted on any site not just asr.