A/N: Hey there guys! I finally got around to writing some more Ulquihime smut! I have decided to add it to the Fantasies of the Flesh story and turn this into a collection of Ulquihime smut ^_^. This is an AU from the first two chapters, and I hope you enjoy it! *I do not own Bleach* This was a gift for a friend for giving the inspiration.

Air. It was something every human body needed. But at the moment, she couldn't care less, not with the way his tongue was running over hers, his lips pressed against hers in a passionate moment. She felt like her lungs were going to burst, but she didn't want to stop. At least she would die happy. He must have been feeling the same, as he pulled away, panting heavily, chest heaving with each breath as his oxygen starved lungs took in the much-needed air, his eyes staring at her intently.

The first time he'd kissed her she thought she would faint, the combination of surprise, shyness, and desire causing her heart to beat at a speed she was sure couldn't be healthy. She remembered blushing a deep crimson and going into a small panic when he'd pulled back. "I apologize. I did not mean to make you uncomfortable." He said quietly, turning his head away. She caught the look in his eyes as he did so, and much to her shock, he looked disappointed. "N-no... it's okay. I just... wasn't expecting it." She'd stuttered out, forcing herself to look him in the eye. Taking a step closer to him, she wrapped her arms around his neck, pressing herself against him. It was now his turn to be surprised, and before he could say anything she pressed her mouth to his gently, twisting the fingers of one hand into his jet black locks. He'd gone stiff at first, but quickly relaxed and put his hands on her hips, pulling her close and pressing her against him. She'd stopped him before things could go further than just a kiss, and the next day they had talked about what it meant and what they both wanted.

It had only been a few months, and besides grinding on each other, fully clothed mind you, they hadn't taken things any further. She wasn't ready for the next step just yet, and he seemed to have no complaints about it. It wasn't that she didn't want to though, God did she ever want to, she just knew that sex tended to complicate things, and as new as things were with him, she didn't want to ruin it. Lately though, things had been getting pretty heated during their make out sessions, his hands roaming the curves of her body and holding her close, his hardness pressing into her thigh, indicating that he was more than ready to go further, but he never tried to cross the line that she had set. Sometimes she felt bad, maybe even a little guilty for getting him so worked up, knowing he was always uncomfortable for a little while when they finished kissing and groping. Though if it was bad enough, he would excuse himself to the bathroom to take care of it on his own, always returning to the bed much calmer and seeming satisfied.

She drove him mad, testing the limits of his self-control, a miraculous feat if there ever was one. By no means did he want to pressure her, but he was desperate for more, his instincts always screaming at him to claim her and make her his, officially. "Onna...I want you." He whispered in her ear suddenly, her eyes going wide. He hadn't meant to say it out loud. "U-ulquiorra... I want you too. But... I'm n-not ready for that yet." She mumbled, her cheeks blazing at her confession, gaze dropping away from his. "Should we stop here then?" He asked softly, gripping her chin lightly and turning her head to look at him. "That might be a good idea." She said sheepishly. Nothing else needed to be said, if she wanted to stop, he would stop, that was all there was to it.

Moving to lay out on his back, he let her snuggle up close and tried to ignore the sensation of her breasts pressing into him, her bent leg resting over his, and her warm breath fanning across his bare chest with every exhale. After what felt like forever, he realized he was not going to be able to will his straining erection to go away. Shifting slowly, trying not to disturb her, he made to get out of the bed and head for the restroom. It was not often, but there were times when he needed to relieve himself, and it wouldn't be right to do it in the same room with her.

Just as his feet touched the floor, he felt her hand on his wrist. "Ulquiorra...are you...do you need to..." He knew what she was trying to ask, and watching her struggle with saying the words reminded him of her innocence. "I am going to relive myself, yes. I will be right back, please do not worry yourself about it." Looking at her over his shoulder. What she said next caused his jaw to drop to the floor, and he could swear he felt heat rush to his own cheeks, the way it normally did to hers. "Would you...would you stay here...and, let me watch?" Her voice was timid and unsure, but she managed to keep her gaze steady as she pulled on his arm lightly.

He was both amazed and turned on by her boldness, his already painfully hard length twitching from the thought of her eyes on him as he touched himself. Picking his jaw up from the ground and mentally steeling himself, he moved back onto the bed, sitting with his back against the headboard. "If you wish to see, I shall not deny you." Reaching down and gripping himself through his pajama pants. He'd never admit it, but when she moved to sit between his outstretched legs, just a foot from where his hand was, it made him feel...was nervous the right word? He couldn't recall ever experiencing the sensation, but this had to be it. The heart in his chest- the one he'd gained when she saved him- was beating against his ribcage with a force he'd never felt.

Pulling down the waistband on his hips, his erect member was finally released, standing proud and at attention. He watched as her face displayed wonder, and maybe a bit of awe, at the sight of him, he'd like to think so at least. Biting her lip she looked to him, her eyes seemingly begging him to continue. It felt as though a flame was lit under his skin, and when his hand wrapped around himself, the feeling was different then when he was alone. Just knowing her innocent eyes were watching was enough to pull a hiss of pleasure from him, as he started to stroke himself, slowly and firmly. He wasn't entirely sure it was possible, but he would do his best to make it enjoyable for her.

Had she really asked him that? Was he really going to do it? Just like that? What had she gotten herself into? Before she could take it back, he had moved himself back onto the bed and was making himself comfortable. She'd been on the edge of sleep when he'd gotten up, and her slumber hazed brain was still thinking about their earlier encounter, her thoughts got jumbled and the words had spilled out before she could stop them. Now feeling wide awake, there was no turning back, it would be too awkward to stop him now. She would admit that she was curious, even going so far as to imagine what his face would look like twisted in pleasure a few times, and the thought of getting to find out made her move closer, sitting between his legs. When he was finally revealed to her eyes she couldn't stop herself from biting her lip, being able to see how turned on he was, and knowing it was because of her caused a flush of desire to flow through her.

Eyes sliding closed, he gripped himself and began a slow rhythm of strokes, she watched as his thumb ran over the slit at the head of him, and worked the liquid that had gathered there up and down his shaft. It felt like the temperature in the room was growing warmer, his breaths becoming heavier, and when he let out a soft moan she felt a rush of moisture between her thighs. He was glorious, that midnight colored hair against his smooth snowy skin, the light blush across his cheeks from his panting breaths, and the way she could see every muscle in his abdomen flex and contract, all had her mesmerized. The look of pleasure was slowly building on his face, his features contorting more and more as time passed, and she licked her lips as her gaze fell on his moving hand, her own hand sliding itself up and down her own thigh, inching her night-gown up higher and higher. "Ori...Hime." He whispered, his hips starting to pump into his hand. Those two syllables caused all of her shyness to flee and she found her fingers making their way past the waistband of her panties, her legs spreading slightly.

He found himself so lost in the sensations of the moment, that he couldn't stop her name from passing his lips, his mind imagining her small hands touching him, and that sweet mouth of hers doing unspeakable things. He'd almost forgotten she was even there, until a soft moan reached his ears, bringing him back to reality and making him open his eyes. What he saw made him stop his motions, all thoughts coming to a screeching halt and words failing him. Eyes closed, head tilted back, she was touching herself, breaths coming out in the most delicious sounding pants, her chest heaving and cheeks stained with crimson. "U-Ulqi..." She gasped, her legs spreading farther apart. For a few moments he was hypnotized, holding his breath as he watched her, until her head tilted back up and her gaze met his. There was not a trace of her constant shyness left in her eyes, only a storm of lust, desire, and heat, and she continued her ministrations, staring into him in a way he was not familiar with.

Leaning forward, he brought his lips to hers and attempted to devour her with his mouth, a whimper creeping from her mouth to his at his actions. Letting one hand glide up her right thigh, he pulled back to look at her. "May I remove these? I would like to get a better view." He questioned, waiting with bated breath., fingers tracing the waistband of her underwear. With a small nod of her head, she laid back and lifted her hips, allowing him to remove the garment that was in the way. He could smell her arousal and the beast inside of him cried out for him to taste her, but he held back, knowing she wasn't ready for what would happen, should he let himself fulfill that desire.

Sitting back up, she hiked her nightgown up as high as it would go, placing each of her legs over his, allowing him a clear view of her dripping womanhood. Letting one hand drift back down, she parted the petals of her sex and let a finger run up and down them before stopping to concentrate on her clit. Not wanting to miss a thing, he leaned back against the headboard once more, taking in the wonderful sight he was now afforded. The small, slow circles she had started with quickly picked up speed, little moans and whimpers growing in volume as she built herself up, and he was torn between watching her fingers move and watching the look on her face as it twisted in pleasure. "Ulquiorra...please...I don't wanna be the only one..." She breathed out, letting a single digit slide down and enter her soaked opening. Wasting no time, he gripped his length and started to pump himself in time with her, entranced as she let another finger join the first and picked her pace up. She was looking at him, and he couldn't break the spell she had him under, the world around them ceasing to exist, her eyes and face the only things keeping him grounded.

The way he was looking at her was setting her on fire, she could see just how much he was enjoying her little show, and truth be told she was on the edge of giving in to her raging hormones and climbing into his lap. The thought of letting him take her only heightened her arousal as images flashed through her mind, her hips starting to grind into her fingers as they both seemed to be racing to the finish. "Orihime...please...cum for me." His voice deep and sultry, sending shivers down her spine. "Oh...Ulquiorra...Ulquiorra, oh God...ULQUIORRA." Her own voice sounding almost desperate as she reached her peak and her world shattered apart, her vision going white a moment and her Juices soaking the bedspread below her. Seconds later, she felt a warm wetness as he reached his climax and his release splashed over the skin of her thighs and lower belly, her name sounding almost like a lullaby on his lips.

All of her strength gone, she fell back onto the bed, trying to get her breathing under control, and staring at the ceiling. Now that the high was wearing off her confidence was subsiding and she started to feel awkward, laying there covered in his seed and naked from the waist down, and she was hesitant to look at him again. She felt his weight lift off the bed and heard him make his way to the bathroom quietly, great, maybe that had been the wrong situation for them to get into, maybe he thought less of her now. Her thoughts were becoming more and more doubtful, when suddenly she felt cloth against the inside of her thigh. Looking down to see what was happening she was met the sight of him cleaning her off with a towel, the look on his face was soft and gentle. "I did not mean to get any on you...can you forgive me?" He asked, his tone indicated that he thought she was upset with him. "It's okay, I'm not upset. I was just...wondering if that was the wrong thing to do...if you think less of me for it..." She trailed off.

She was worried that he thought less of her? Where on earth would she get that idea? To him, it wouldn't matter if she'd mounted him and taken him for the ride of his life, she was still his onna, and his opinion of her could never be affected by something so wonderful. She had just been a Goddess a few minutes ago, and he vowed to himself, that one day she would understand that it was how he saw her, no matter what she might think of herself, and one day she would come to think of herself the same way. "Do you think my opinion of you would be so easily changed? Did what just happened not feel right?" He questioned, grasping her chin and turning her head to face him. "No, it's not that." She said.

"Then do not worry yourself about it. It was quite enjoyable, but if you do not want to do it again that is fine. Now, let us get some much-needed sleep." Tossing the soiled towel into the laundry basket and pulling her to him. "I think I definitely want to do that again sometime." She said with a smile and a nervous laugh, curling up next to him and falling asleep almost immediately. If she could do that while still innocent, he couldn't wait to see what she would do once that was no longer the case.