A/N: Okay, this is the Valentine's oneshot I promised. It's set in the universe of my story 'What if?', but it's not during the story's current plot line. I wouldn't say it's in any specific point of time… but anyways, just so you know things will be different and Ulquiorra and Orihime's interaction might not be exactly the same. Also, because of this, you don't need to have read my story to read this, just know that this AU is set in Karakura, there are no hollows, or arrancar, just humans. Orihime and Ulquiorra are regular students at Karakura High School, who have come to form a sort of friendship.

On to the story now!

***

--Friday afternoon; February 12th--

As the school bell rung obnoxiously, Ulquiorra slowly started to make his way out of the classroom, easily avoiding -or avoided by- the frenzied throng of students that hurried out past him.

He was just entering the hallway when he heard, "Ulquiorra!"

The orange-haired woman hurriedly made it to his side and fell into step with him, smiling contentedly. Ulquiorra could only wonder how someone who simply radiated as much warmth as she did could possibly want to spend any time with someone so… well, with him.

She didn't seem to mind his cold, distant manner. Not anymore, at any rate. He remembered their first rough meeting… He was sure he wasn't exactly her favorite person in the world after that. Somehow, though, they had managed to end up here, walking out of school side by side. The other students didn't pay them much mind anymore. They were used to their unconventional relationship.

Ulquiorra had been walking automatically, letting his feet carry him almost mindlessly, lost in his own thoughts, when he stopped, noticing a certain Woman who had taken an unusual turn and was walking in that direction.

"Woman, have you moved since the last time I visited your house?" he said, frowning slightly.

Orihime heard him and turned, her lips slightly parted in surprise they curled into that childish grin of hers. "Of course not, silly!" she laughed lightly. The sound sent a small trail of warmth into his chest. "We're going to the mall this afternoon!" She informed him like it was only logical.

Ulquiorra frowned. "I do not recall any plans to go the mall." he told her as-a-matter-of-factly.

"But-" Her gray eyes widened and she looked at him in wonder. "Don't you know what day it is today?"

"…Friday?" he ventured.

"Today is February 12! You know what that means, right?!" she was waving her arms around now, getting close to Ulquiorra so that she was only a few inches apart. She looked up at him with big eyes.

"…Tomorrow is February 13...?"

"Exactly!" she exclaimed, waving her arms frantically. "Which means Valentine's Day is only two days away!"

"I don't understand." Ulquiorra finally said after a while.

"How can you not understand?! With Valentine's Day so close, I have to get some shopping done soon or I'll never have all the gifts ready by Sunday!"

Ulquiorra just stared. He hadn't really realized Valentine's Day was this weekend. It had never been a day he looked forward to in any special way… Just another day…

Where obnoxious people wasted away all their money on buying useless stuffed toys and cavity-inducing candies and chocolates for other obnoxious people.

Just another, inconsequential day.

"Aren't you going to get your friends anything?" Orihime suddenly pleaded, looking at him intently.

Ulquiorra didn't bother to mention he didn't care for friends, and therefore, had no need to buy anyone anything, but still, he began walking in the direction she had been going earlier, silently signaling that he would go to the mall with her.

Orihime happily followed.

-One hour later-

Had Ulquiorra been anyone but himself, he would have groaned out loud.

"Oh I'm sure Mahana would love that!" Orihime's muffled squeal reached Ulquiorra's ears. She currently stood with her nose and her hands pressed against the glass of a window display of some store, a small fog forming from her breath on it. "I have to get it!"

With that she ran into the store, one shopping bag in each hand already; Ulquiorra followed reluctantly, carrying eight, yes eight, shopping bags in total. They were all the result of Orihime's enthusiastic gift hunting, and each one had been deemed perfect for one person or another. None of the bags were particularly small -or light, for that matter.

"How many gifts does a single person need to buy for one day?" Ulquiorra wondered aloud as he came up behind Orihime, not bothering to disguise the hint of annoyance in his voice. The woman was currently bent at the waist, so her face was at the level of the shelf where Orihime carefully inspected a small wrist watch with quite the critical eye.

"What do you mean?" she asked curiously, straightening up and turning to face him. "I have to buy one for each of my friends. That's what Valentine's Day is all about!" she explained like it was that obvious.

Ulquiorra thought for a minute. "It's about spending all your money on everyone but yourself? What purpose would that serve?"

Orihime was now picking up the open box with the watch inside and began making her way to the line to the cash register with it. Ulquiorra followed close behind.

"Isn't it obvious?" she asked, looking like she genuinely thought it was. Ulquiorra stared blankly. When he didn't say anything, Orihime went on. "It's to show all the people special to you that you care about them! It's the one day of the year when you get to remind all your friends how much they mean to you." she explained seriously.

Well, seriously for Orihime.

They moved along with the line as they got closer to the cashier.

"And you show these 'affections' by giving each a stuffed toy or a watch?" he asked.

The line moved again and they reached the front.

"It's not about what you give, Ulquiorra," she started telling him. They moved over to the cash register and she began to pay for the watch. "It's the thought that counts." Orihime beamed at him, a sunny smile that lit up her face and seemed to light the entire store as well, as the woman behind the cash register handed over a relatively small bag with the box carrying the watch inside.

They began to walk away, and Ulquiorra couldn't help but feel… pleasant. Even though he certainly did not enjoy shopping, it was difficult not to enjoy yourself with someone with a smile like Orihime's.

"Oooh! Look, ice cream!"

Without warning, Ulquiorra found himself being pulled by the wrist and dragged to the colorful cart by the newly excited orange-haired woman.

Five minutes later, he and Orihime sat next to each other at a bench just outside the mall. Orihime happily licking her vanilla ice cream, Ulquiorra just, thinking.

Valentine's Day had never meant anything to him. A day to celebrate love and friendship… His life wasn't exactly filled with either of those. For a moment, he let his eyes wander to the woman beside him. She was currently holding the ice cream cone up to her face, reaching with her small, pink tongue to lick the small trail of ice cream that was dripping off the side of the cone.

Ulquiorra knew he would have usually found the action pointless and stupid. Yet, when he looked at her… If it wasn't Ulquiorra, he would have thought it was incredibly cute.

But he was Ulquiorra. And he did not have such thoughts.

Or so he kept telling himself.

Suddenly, Orihime turned her big innocent eyes on him. It was then that he realized he had still been staring.

Orihime blinked and seemed to have forgotten about the ice cream now dripping down her hand. "Want some?" she offered, moving the ice cream closer to him.

Ulquiorra turned his face away from it.

"It's really good." she said, smiling almost hopefully.

"I do not eat ice cream." he said simply.

Orihime pouted. "Awww, how can you not like ice cream?"

Ulquiorra raised an eyebrow. "I do not see the point in your question. I simply do not like it. There is no more to it."

Her bottom lip stuck out a little further. Then she sighed dramatically. "You never like anything fun." she complained. "So, what are you going to do for Valentine's Day?" she asked, suddenly.

Ulquiorra hadn't expected the question, although the answer should have been obvious.

"A bunch of us are meeting at the park on Sunday to celebrate and exchange gifts. You should come too!" she smiled brightly.

The thought of a long day under the scorching sun surrounded by a bunch of sappy romantic idiots did not appeal to him. At all. Yet somehow, looking into Orihime's smiling gray eyes, he found himself saying, "I'll see if I can make it."

--Saturday noon; February 13th--

It was around two in the afternoon, and the mall was packed with people buying last minute gifts for their loved ones. There were people of all ages moving quickly, then stopping at the window displays they deemed promising, interrupting the flow of the crowd, then starting up again. The lines to pay at the stores were absolutely horrible. Just walking you were pushed around and constantly bumped into by a bunch of strangers.

All in all, it was awful.

So why, oh why, was Ulquiorra Schiffer in the middle of all this?

Honestly, he had no clue.

Clueless as he was, he found himself following the frenzied crowd into all sorts of different stores, looking carefully at every item and analyzing each detail for at least five minutes, each time deciding against it and walking away onto the next store.

Ulquiorra was not enjoying himself. It was like repeating the previous day, when he spent the day at the mall, only, there was no Orihime to make it better. So why the hell was he there? Well, he hoped he'd figure it out soon.

It was two hours and at least thirty stores after arriving that Ulquiorra saw it.

A mass of bright orange hair, to bright and disconcerting to belong to the person he usually associated orange hair with, standing in the middle of a multi-purpose store, intently staring at something in one of the glass showcases in the jewelry section.

Kurosaki.

Before he knew it, Ulquiorra was headed towards the brash and loud teenager.

"Kurosaki, I did not expect to find you in a place like this." he said casually as he came up behind him, yet somehow manage to keep his calm superiority.

The orange-haired man jumped right out of his skin, not having noticed Ulquiorra's silent steps going to him.

"Ulquiorra, what the hell?!" he yelled obnoxiously, drawing more than a few pairs of eyes from the people at the store. He pointed an accusing finger at Ulquiorra. "What are you doing here?!"

"Am I not supposed to be here?" Ulquiorra responded condescendingly, though he had been asking himself the same question.

Ichigo looked like he wanted to snap back at him, but couldn't think of anything good to say. Ulquiorra decided to torture him a little bit.

"What is trash like yourself looking at jewelry for?" Ulquiorra asked. "I can only assume that it is either for yourself, and you have recently developed a fetish for feminine tendencies; or, you are planning to buy it for a special female you are infatuated with…" he instantly saw the strawberry's face turn the color of the fruit. "In which case I must congratulate her sometime for being able to withstand you."

Ulquiorra's taunts had the desired effect.

"S-Shut up!" Kurosaki shouted angrily, but flustered. "What are you here for, then?" The carrot top rebuked unexpectedly, catching Ulquiorra off guard. Kurosaki, seeing this, began to grin. "Who's the girl, Ulquiorra? Come on don't be shy, is she really that ugly? She must be if she's desperate enough to like you… Or maybe she doesn't like you…Haha! That's it! You're trying to win her over! I bet she'd laugh in your face if she saw you!" Kurosaki laughed and Ulquiorra kept his face expressionless.

"Have you finished projecting your insecurities onto other, less useless people than yourself?"

Kurosaki went red, with anger this time. He muttered something that sounded suspiciously like 'Dick'.

"May I help you, gentlemen?" asked with forced politeness the girl behind the counter displaying the jewelry.

"Uh, can I see that one?" grumbled Kurosaki, face still red, pointing at a small, silver rabbit pendant, then shoving his hands into his pockets. The girl took it out for him and after a moment Kurosaki was taking out his wallet to pay.

Realizing his time for taunting Kurosaki was over, Ulquiorra started to leave the store.

Near the exit, Ulquiorra spotted a few girls gushing over something. One of them moved aside, granting him a better view of the object.

It caught his eye, and before he knew it, he was moving towards it.

--Sunday afternoon; February 14th- Valentine's Day--

Orihime was happy.

Of course she was; it was Valentine's Day! She had been looking forward to the day all month, and now it was finally here. Not only that, but she had spent the better part of the day out with her friends on the park. They had all exchanged gifts, which varied from stuffed animals and chocolates to flowers and jewelry. Everyone had been glad with their respective gifts, and Orihime was once again proud of her genius gift giving talents. After all, who else would have thought to give Kurosaki-kun a can of Bleach? So his clothes could be bleached like his hair looked bleached, as she had previously explained. Really, it was pure genius.

Orihime was definitely happy.

Or at least she should have been. As much as she smiled and hung out with her friends, she felt something was missing the entire time.

It didn't take her long to figure out what that missing thing was; a pair of emerald green eyes, black hair and indifferent attitude. Yes, she was missing Ulquiorra.

Orihime had to admit that she had grown attached to his company, silent and serious as it normally was. No one understood why she liked spending time with Ulquiorra. She didn't entirely understand it herself, but it didn't matter. That was why she had invited him to come today. She knew he wasn't the most social person, so he probably wasn't coming, but still, she had hoped.

Orihime let out a long sigh after spending the last half hour looking out onto the street, waiting for someone specific to show up. She hadn't been paying attention to the footsteps behind her, and she was startled when she felt a hand on her shoulder. She turned and found a pair of blue eyes.

"Inoue-san, it's getting late. The last of us are leaving." Ishida told her, signaling with the hand that wasn't on her shoulder to the group of people -Sado-kun, Kuchiki-san, and Kurosaki-kun, the first silently picking up all the chairs that had been used, the last two bickering loudly as they picked up stray junk left behind by all the people who'd come- preparing to leave.

Orihime smiled at her friend. "Okay, Ishida-kun. You guys can go ahead, I think I'll stay here a little longer."

Ishida looked hesitant, but said after a little while, "Alright, just try not to stay here too late. See you tomorrow, Inoue-san." He began walking towards the retreating group.

"Bye, Ishida-kun." she waved, turning her back on the street at last.

She watched as the four of them finished organizing everything and finally left. It was only once they were gone that she let her smile fall, and she looked up at the sky, feeling disappointed.

"Are you expecting a hole to open up and let a monster out through the sky, Woman?"

The voice made her jump and look behind her with dizzying speed. "Ulquiorra!" she exclaimed happily, at last finding the green eyes she had been yearning for.

"Don't make such a fuss." he said, slightly rolling his eyes, but there was no malice in his voice. Not for her. Orihime continued to beam.

"I can't believe you actually came! Everyone already left though…" Orihime looked at him, waiting for disappointment to show in his face, but there was no change in his expression.

"I did not come here to see 'everyone'." he said only.

Orihime just stared for a moment, when he didn't say anything, she suddenly snapped her fingers and squealed, "That's right! Happy Valentine's Day, Ulquiorra!"

"…Right." Ulquiorra said. Then, in a motion she'd rarely seen from him, he averted his eyes almost, awkwardly, and only then did Orihime notice he had been holding something behind his back. When he took it out from behind him, Orihime saw that it was a medium-sized gift bag. It was a plain, green color, with no ruffled paper or messages anywhere, but it still caused her heart to go into an uneven pace. "Happy Valentine's Day." he muttered, offering her the bag.

With glowing pink cheeks, Orihime reached and took the bag, then started to reach in for its contents.

"Don't get too excited, I just happened to come across it the other day. I was not searching for anything-" He was cut off by the orange-haired girl suddenly throwing her arms around his neck and hugging him.

"Thank you so much, Ulquiorra!" she squealed as she held him. Ulquiorra felt himself stiffen terribly, and he felt an unfamiliar heat in his face, before slowly and hesitantly relaxing into the Woman's hold.

"Don't mention it." he said, trying to regain his composure.

The woman pulled back and held up her present between them to get a good look at it. It wasn't your usual Valentine's Day -or any day- present, but Ulquiorra wasn't your usual anything after all. In her hands, Orihime held a plush toy in the shape of a midnight black bat. It's head was too big for it's body, and two tiny glistening beads served as its eyes. No mouth or nose. All in all, it made for a really, for lack of a better word… "It's so cute!" she squealed.

"…I suppose…"

Orihime grinned like there was no tomorrow. And then, all of a sudden, her face got all pensive and she inspected the plush again. "It kinda reminds me of you, Ulquiorra." she said, looking back and forth between the man and the bat.

"Ridiculous." Ulquiorra said. Orihime giggled. "Well? Are you planning to stay there all day? The sun is setting, we should leave." he said, trying to ignore her giggling.

"Sure, but first-" He was starting to turn, as Orihime searched in her pockets for something. "Here." she said. Ulquiorra turned and looked at Orihime's outstretched hand.

There was a heart-shaped chocolate sitting on her palm.

Half-turned away as he had been, his eyes widened a fraction of an inch.

"I couldn't find anything to get you, so I saved you a chocolate." she explained, still offering.

Ulquiorra stared for a long moment. She was standing there with a warm smile on her face, bathed in the sunset's golden rays, setting her hair aflame. Her cheeks were still tinged pink with what was left of her earlier blush. The breeze playfully ruffled her long hair as she offered the heart.

Ulquiorra turned back to face her fully, and he reached to take the chocolate she was offering, feeling the sudden warmth that had nothing to do with the sun. He muttered a 'thanks' and started to take off the colorful wrapping on the heart.

Once it was ready for him to take, he raised it to his mouth, but stopped.

"What's wrong?" she asked. "Don't you like it?" there was hurt in her voice.

Before she could ask anything else, Ulquiorra snapped the heart in two. "We can share." he said simply, offering her one of the halves.

Orihime hesitated at first, but then smiled again and took half. "Thank you."

Together, they ate the small piece of chocolate.

Ulquiorra noticed the little brown stain on Orihime's upper lip. "You have chocolate on your lip." he said.

"Huh? Where?" Orihime started to lick her lower lip, trying to get the stain.

"Not there-" he moved closer to her. "I'll get it." Before he knew what he was doing, he ran his thumb over her upper lip, caressing it and relishing it's softness for a moment.

Orihime's blush came back vividly.

Their eyes locked.

"Happy Valentine's Day." Orihime said against his fingers, which still lingered on her lips.

"You already said that." Ulquiorra said before moving his fingers to tilt her chin up. He lowered his face then, and for a moment, they were so close their noses touched. Time stopped, only a ray of sunlight filtered between the slight space between them. He could feel her breath on his lips, if he had moved any closer…

Ulquiorra then straightened, then placed one soft kiss on her forehead. "Happy Valentine's Day, Woman."

--'Because of the heart, I lust for everything about you'--

A/N: Happy Valentine's Day everyone! There, as promised, is my Ulquihime oneshot, I hope it was to everyone's liking, and wasn't too OOC. Remember its set in AU and their interactions are obviously different. Even though its in the 'What if?' universe, its not during any particular point in time, so just think of it as a filler^^

For those of you who haven't read 'What if?' and are interested, here is the short ff summary:

Ulquiorra and Orihime meet under different circumstances,at modern day high impressions mean nothing when suddenly forced to work things be different this time?Or are they destined to always be enemies?Read and find out!

You can find it in my profile : )

Well, that's all for now, if you have any questions, feel free to message. And if you want to give me a happy Valentine's Day, your reviews would suffice, so please, don't be shy^^ Reviews make me very happy!

Go Ulquihime! 3