Warnings: Sexual humor, descriptive nudity, and a very... ahem... uncomfortable Ichigo. No lemons. Some lime-ish content. WILDLY OCC. Some slight Ichi/Ruki (not really, but thought I should warn first)

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Ichigo hated it when Rukia always made him wait in the mornings. Lately, the shinigami living in his closet was taking longer in getting dressed and because of that he was stuck making excuses for getting late for school and supposedly leaving breakfast half-eaten on his desk. At the rate things were going, his family was going to discover their surprise guest in no time.

What could be taking her so freaking long?, After impatiently sitting on the edge of his bed for half an hour, well it was actually fifteen minutes but he exagerated the time to later annoy Rukia with it, he stood up angrily and walked towards the conspicously silent closet and slammed it open already wearing his trademark scowl.

"WHAT THE FUCK IS-?" his words were cut off as his eyes nearly shot out of their sockets at what was exactly taking place inside the closet. Now he finally understood why Rukia was taking so long.

Apparently, she had been trying to hurry with her clothes and had attempted to put the half buttoned school blouse on and only managed to get it stuck, covering her head and holding her arms uncomfortably upright with bundled up cloth. His wide unblinking eyes could only see her pale small breasts with dark rosy tips, a tiny short waist and from how her legs were sprawled... tiny bunny-print underwear under her school skirt.

"Ichigo...," venom dripped from her dark tone, "You better not be staring at me like an idiot with the closet door wide open!" one of her legs with a knee-high white sock suddenly kicked blindly at him, nearly nailing him in the crotch.

Yelping in terror at how close he had been to being sterilized, he leapt back and slid the sliding door back in place with a hard swack.

Still in shock, he stared dumbly at the closed door, his whole body rigid. He didn't even know how to react to what he'd seen. Sure Rukia had been living with him for a while now, but it was the first time he'd ever seen her so... naked. He had never even thought of Rukia as a girl before. Yes, he knew she was a girl, but due to how comfortable he was around her, that had never been an issue in their friendship.

Rukia... breasts...bunny panties..., The more he thought about it, the more horrified he felt. He knew that it would take him awhile to get over seeing his best friend that way.

What am I supposed to say to her?, He trembled at how he'd have to really apologize for bursting in like that. He rarely ever apologized to Rukia, but this time he had to. Eyeing her like that when she had been blinded by her shirt made him feel almost disgusted with himself.

Blinking repeatedly to snap himself out of his frozen stated didn't seem to help because whenever his lids lowered, he'd just recall her small nipples pebbling in the cold he'd let in by opening the closet in the first place.

"I'm such a pervert!" he hissed, closing his eyes tightly, still suffering from the image of a nearly nude Rukia replaying constantly in his aching head.

"That you are," the door slid open and a very annoyed and red-faced Rukia stepped out.

The moment he dared to open his eyes, his blushes from earlier instantly disappeared at her expression. No, he couldn't help blanching in ball-shrinking terror. If looks could kill, Rukia would have over-killed him already from the furious firery blaze in her eyes.

"I'm sorry!" he squeaked as Rukia's eyes narrowed dangerously on his face that for some reason twitched wildly. He'd had no idea someone's face could have so many muscles until that moment. It felt as if his face had become jello in embarassent. His eyebrows twitching, his lips, everything in his entire face trembled under the ferocity of her stare.

"If you tell anyone about this, I will kill you."

"I'm really so-"

"Pretend it never happened," she cut him off with a hard tone, her face becoming redder than before. Probably as unnerved as he was, she walked stiffly past him to leave the room through his bedroom window, leaving him dumbly staring at the spot in which she once stood.

"Okay!" his wimpy agreeing answer was a little late because he was still frozen stiff like a dumbass over the strange exchange between them. Rukia was probably already near the school gates already.

How can I forget about that? I'll probably think about it all freaking day!

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His damned head kept messing with him. For the remainder of the day he'd hadn't been able to look at Rukia straight in the face without remembering her with her shirt over her head and her breasts... Man, he was really becoming a pervert.

However, Rukia seemed to have gotten over it pretty fast, though from time to time her eyes would have an evil murderous glint whenever she glanced at him.

I should knock next time! I keep forgetting to knock but how the heck was I supposed to know she was nearly naked? And why in the world was she wearing bunny underwear? That's so... weird.

To be honest, the thought made him cringe and almost sobered him up. He would have expected someone like Rukia to wear something a bit more conservative under...

What the hell? Now I'm thinking panty designs? What the fuck is wrong with me?

Thankfully, as soon as they'd gotten home she had sent him on Hollow patrol. They sometimes took turns and perhaps because she wanted to kill him for simply breathing ever since the events earlier that day, she had ordered him to do it when he had already done it the night before. It was obvious that though she hid it well, she was still embarassed with the whole situation.

Running over buildings and rooftops was almost therapeutic for him. It was easy to forget what had transpired that morning and for a brief moment, he'd forgotten about small high breasts and childish panties. It wasn't that he found Rukia unattractive, but being used to seeing her dressed could have never prepared him for such an eyefull.

Not like he'd ever expected to see her undressed.

His reiatsu sensing skills were close to zero, but sometimes going by instinct helped him weed out Hollows were any could be found. Right now, with his mind cleared, he could feel a small nearly undectectable negative energy coming from somewhere below him.

Wait...! Isn't that Inoue's house?,

The Hollow reiatsu was nothing to shout about, but noting how most of lights in Orihime's apartment were turned off, it wouldn't hurt for him to check to make sure the creature hadn't somehow sniffed out his classmate's spirit energy and wanted to have a taste of it.

She's probably asleep... It's still a bit early for that though..., Telling himself that he would only go inside to see if the Hollow was inside her apartment to then search for it in the other apartments, he landed on her porch. From the glass-sliding door in front of him, he could see that the house looked vacant. Barely a sound came from inside.

That can't be good. Inoue is not the type to stay out late at night. Tatsuki would have told me if she was staying the night...

Not liking the thought of his friend being out at night or, should he say, being attacked when she was asleep, he relaxed his spirit body enough to walk through the glass.

Once inside of what he guessed was Orihime's dark living room, he sighed in relief at hearing her shower running from the bathroom next to her small kitchen.

That's why the lights were out! She's probably getting ready for bed.

Feeling stupid for overreacting, he turned around to leave...

"AHHHHH!" a pained female scream pierced the night and him, always ready for action, didn't think twice before rushing to her bathroom.

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Orihime was blinded with a heavy wad of shampoo that had fallen over her eyes. The burning was so awful that all she could do was sputter at the shower water still raining down on her face. It always happened to her. Sometimes when chopping onions, she would get some of the acid from them into her eyes as well. Tatsuki even teased her about it, saying that she needed to wear goggles for everything.

"AHHHHH!" helplessly scrubbing her eyes under the harsh spray of water, the pain wouldn't go away.

A loud crash and curse startled her as some cool air from her living room entered the bathroom.

"INOUE!"

Her heart nearly stopped beating at the familiarity of that voice.

Oh no! Please don't tell me that's Kurosaki-kun! I'm in the shower! I'd die if he sees me!

Terrified of having her crush seeing her naked and in the shower of all places, she grabbed the shower curtain, only meaning to poke her head out to kindly tell him to leave until she finished, however, destiny and gravity had different plans in store for her.

The instant she grabbed her curtain, her foot slipped on the bottom of the tub and she clumsily fell out, dragging the curtain and shower rod down with her.

"KUROSAKI-KUN!" she shrieked in her descent, her eyes still closed in pain from the shampoo blinding her. The front of her body hit something solid that made an 'oomph' sound. Her face turned to the bright color of scarlet at the fact that right between her breasts she could feel the clear features of a startled male face and some spiky hairs stickling her wet skin.

Shamed by nearly suffocating Ichigo with her naked chest, she tried to push away only to realize that both of them were falling. Ichigo's hands, obviously trying to help preserve some of her dignity, grabbed for her waist and slipped because of some of the soap still clinging to her skin. From the accidental movement, his desperate hands only landed and latched unto her rear, which in turn made all blood rush to her face in mortification.

They both landed heavily on the floor, with her in top of him, his now gripping hands still on the firm roundness of her behind and her breasts still cushioning his gaping...

How can I ever face him again after this?

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Ichigo really wished that the floor of Orihime's apartment could swallow him alive. First he had seen Rukia naked and now... This was ten times worse than what had happened that morning at his house. The wet nude body of his innocent classmate and comrade was lying on top of him. He could smell strawberry-scented bodywash emanating from the soft firmness of her breasts that were currently pressed against his cheeks. His open mouth was practically on the skin between those two large tempting globes.

What the fuck was I thinking? And did I just say tempting?

"I'm so so sorry, Kurosaki-kun!" Orihime wiggled uncomfortably above him, making his flushed face feel her breasts rubbing against him. He could have sworn that he was going to die in that instant! As she lifted her upper body off his face, his trembling eyes saw how perfect both of her breasts were. He had seen some hentai before and he wasn't all that ignorant, but seeing such sizeable firm glistening breasts with pale rosy nipples was frightening to him for a variety of reasons.

One, he couldn't stop staring at them now that he'd gotten quite a good look at them. Two, she was his very innocent childish friend so viewing her as a sexually attractive anything was wrong in a million ways. And three, which was the most frightening one of all of his reasons...

His hakamas were begining to get a little tight at the sight of her gorgeous chest so close to him.

"Um... Kurosaki-kun," his eyes, as big as saucers now, focused on her red face as she struggled to open her squinty eyes to look at him, "could you let go of my...?"

He gaped at realizing what she meant.

His fingers were comfortably digging into the firm curvy flesh of her ass.

I will castrate myself after this! I will go to the nearest temple and donate all the money goat-chin had saved up for my college education-!, Immediately letting go of her, he battled between helping her get off from him or letting himself lay there while staring foolishly at her like he'd never seen a naked girl before.

Since they were half-way out of her tiny bathroom, Orihime's soapy knees slipped on the tile as she tried to crawl off him. That shapely young nude body blanketed him with a girlish yelp and apology. What made it even more uncomfortable was that the soft welcome mound between her thighs actually bumped the erection he was so scared of having discovered.

This is torture!, Now really needing to get the girl off him as soon as possible, he grabbed her sleek shoulders and gently pushed her to side. Unfortunately, since his perverse eyes couldn't stop staring at her, this evasive action only made he see more of her.

The long toned waist, the gentle curves of her hips, her long shapely legs and then his eyes moved to a certain spot...

"Ah! I should die!" he yelled, gripping his hair, tearing his eyes away from the area he shouldn't have thought to look at to stare at the ceiling.

"I didn't hurt you, did I? I know that I'm pretty heavy and I fell on you kind of hard! Did I hurt you face when I...?" abruptly sitting up, Orihime's lids fluttered and he could see one pained concerned bloodshot eye looking at him. Sadly, having her sitting up only drew attention to more of her assets. He knew that Orihime was the prettiest girl in school and he had never thought of her any differently for it, yet now, seeing her completely bare made him realize that the girl was just too perfect to be real.

And there he was... some other kid from school, laying on the floor of her house with her beautiful naked...

I need to leave! I need to leave right now!, His mind might not like it, but his body did. A specific degenerate part of his male anatomy was definitely eager to keep looking at her and maybe do more to her. The thing in his hakamas kept jerking happily at the idea of it. He was surprised he didn't hear the thing whispering to him, "Do it already! She won't mind! Neither will we!"

"D-Don't worry about it, Inoue! I'm gonna' go now! See you at school tomorrow!" desperate enough as it was, he jumped to his feet and spun around, intent in running back to the clinic as if the girl had a disease.

No... Seeing Inoue naked is much worse than Rukia! A million times worse! Why can't this thing go down already?, Nearly in tears of pain at the unwanted erection, he ran off cowardly into the night, leaving a very confused and embarassed Orihime staring after him.

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"Are you sure you're not sick?" Rukia asked Ichigo suspiciously as they headed to their class the following morning.

"Yeah! Why do you keep asking that?" Ichigo glared at her before entering the classroom before her to take his seat.

Hmmm... Curiouser and curiouser..., Frowning at how her friend's attitude had changed over the last couple of hours, she walked further into the classroom and took her own seat next to his.

She had every reason to be concerned.

The day before, Ichigo hadn't been able to look at her, yet that morning, after he had spent nearly all night in the bathroom, he had been 'cured'. He was actually acting as if nothing had happened and greeted her like he normally did, with his ornery attitude and smart-mouth.

What the heck happened last night...?, Thinking that her friend may have gotten a brain transplant or switched with another boy, she narrowed her eyes on him.

"Orihime-chan!" Ichigo straightened so quickly in his seat that one of his knees hit the bottom of his desk loud enough to silence the entire chattering class.

Oh... Now I get it..., Noting how his face had become so red it was nearly violet and following his nervous gaze towards a brightly blushing Orihime that was pounced on by an overzealous female classmate, Rukia smiled knowingly.

This idiot will never learn will he?, Coughing behind her hand, she wasn't surprised to see that his wide eyes were still glued on the girl across the classroom. He didn't so much as look at her when she leaned close to him to give him a word of advice that may keep him out of trouble in the future.

"Learn how to knock. Girls need their privacy, Ichigo."

"Huh?" seeing the dumb confused look in his face when he finally glanced at her, she couldn't help rolling her eyes as she sat back on her seat.

"Nevermind."

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A/N: Just like I don't particularly favor Ichi/Ruki, I don't favor Ichi/Hime either... but since I have an EVIL MUSE that pm's me with crazy ideas, and this took control of me. Yes it did! A friend pointed out some pretty obvious things that we folks tend to overlook.

Merely based on how Ichigo reacted to seeing Yoruichi naked and that one little scene in which Rangiku kinda' tried to tempt him with her charms... I thought, "Well... Ichigo gets unusually flustured around CERTAIN types of women (well-developed curvy types). So if ORIHIME were to be in a certain situation similar to those, how would he react to it, being a shy 'curious' teenager?"

Let's face it Orihime has the kind of body to get someone like Ichigo a little uncomfortable if the situation calls for it. Sorry to Ichi/Ruki fans that may be reading this, but this is the conclusion me and some friends have realized. Orihime, if it weren't for her shyness, would definitely make Ichigo want to take a peek.

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And YES THIS WILL BE CONTINUED