Stroke after stroke, dip after curve.

Sweet but dull lulls from her throat.

Hinata's soft humming echoed through the empty art room.

Bouncing off the back boards, where she wanted her art to hang.

"Hmmm." The quiet sounds would stop when she lost her train of thought.

When she furrowed her brows in annoyance.

And when she looked at her reference picture with pure concentration in her form.

"Hello."

Hinata's brush dropped from her loose grip.

It clicked onto the tiled floor, the hollow sound resonating.

She looked up, taking notice of a boy's silhouetted figure in the doorway.

He took slow but long strides, crossing the room in seconds.

Hinata's chest tightened as he sat on the stool across from her.

"S-sai?" she questioned, her pitch rising considerably high.

"Yes." He replied, a grin stretching across his face.

"You're Hinata Hyuuga."

It was more a statement than anything.

"R-right." she stammered.

His smile disappeared as he stood and walked around the table.

Hinata froze as he bent over, his breath running down her arm, and picked up her brush.

"What are you working on?" He asked, straightening up.

His hand curled around hers, sliding the brush into place.

She swallowed, finding her breath, as he let go.

Even though there was no possible way he could have known she was uncomfortable.

Anxious.

Nervous.

He could feel no emotion.

Sai moved to Hinata's left, the side of the table.

"I-I…" she made a motion towards her reference photo and stopped attempting to speak.

He picked up the picture of a sunset on Hokage Mountain, eyes going over it swiftly.

Hinata blushed as she realized he wasn't looking at the picture anymore.

He was staring intently at her, studying her.

"Shading? I'll help." A confident, sure sound hidden in his voice.

Sai moved back behind Hinata, his body radiating heat through his thin black T-shirt.

His left hand rested on her shoulder.

His right, curled once more around her brush hand.

He moved closer still, leaning down over her.

Sai turned his chin to fit inside the junction of Hinata's neck and collarbone.

His breath tickled her ear as his began whispering instructions.

Her hand being guided by his into the paint and onto the canvas.

All of this; his heat enveloping her, his hand on her hand.

His mouth at her ear and his words in her head.

Her eyes saw flashes of white and her heart was pumping hot blood into her ears.

Her face burned with blush and-

Dark black engulfed her completely.

No slow fade from reality like with Naruto.

She was out.

Sai stopped whispering.

Hinata's full weight fell onto his arms and chest as she collapsed.

"She…fainted."

What was meant to be a question could only be just that.

Only a puzzled look slapped on his face.

"Hmmmm."

He sat very still, looking over Hinata with his shadowed eyes.

His hands clasped her tiny ones tightly.

He loosened his grip but didn't let go.

He let his imagination loose.

He wondered about her hands.

Her lips, her breasts.

And her eyes.

Though they were closed now, he envisioned them.

Pale, lavender pearls.

Hinata began stirring, her eyelids fluttering wildly.

She opened them and stared up at Sai.

He leaned down over her.

"Your eyes…are difficult to draw."

Hinata's mouth formed an "O" and the blush that came couldn't be stopped.

"Because they're iridescent and hold too much light I suppose."

He tilted his head, not breaking the enigmatic gaze.

After an eternity of thirty seconds, he helped Hinata up.

"I…I..." she began stuttering again, trying to form a coherent, understandable sentence.

But then Sai's hand was on her face, his thumbing moving along her cheek bones.

His other arm wrapped around Hinata's back.

His intense stare was intimidating.

Without warning, he pulled her closer.

Her breasts crushed against his hard chest and her hand became tangled in his dark hair.

His lips touched hers with a striking electricity, and his hand moved lower on her back.

Then it was over.

Sai stepped back and stared at her, then turned and looked her piece up and down.

When he turned around and started walking, Hinata's mind went crazy.

"S-sai!"

He stopped in the doorway, listening.

"Thanks you for…" she looked at the painting "…the shadow lesson."

He nodded once and left the room.

Though her brain held muddled thoughts and she was still dazed from her faint spell, she could have sworn she heard his laughter echo through the vacant school halls.

Author's Notes:

Enigmatic