Disclaimer: We all know who it belongs to...damn!

A/N: Don't ask me why, but now whenever I write something about these two, they always end up falling asleep together. Maybe it's cuz I always get my ideas when I'm in bed and on the verge of falling asleep myself. Yeah, that's probably it! Oh well, but sleepiness sure does give me some good ideas! Maybe that's why I like to sleep so much lol; it does wonders for my intelligence!

Thank You's to: choco108, angelic93, megami kitty, ditchiestar, Kohryu, fantasy-realm, usedupsoul, MC Defenseless, twightlight, Nobody's Princess, Toblerone3, The Second Sight Alchemist, Haruno Yume, TennantFangirl, and moondream97 for showing me much love by reading, reviewing, and adding to alerts etc, though not particularly in that order.

Here's to hoping you all love this one as much as I do. It was really a sweet little thing to write. And the longer I took to finish it, the more it evolved until it turned into all of this. Enjoy the read and don't forget to review because I don't forget to write for you!

The 'Pillow Talk' series

Part II

Study Sessions

"You know there's only one thing I want from you right?"

She suddenly didn't know how to reply to that.

"Uh, the Math homework?" she replied tentatively.

Okay, so maybe he hadn't expected her to answer so blankly and Ichigo Kurosaki's face scrunched up in that way it did when he didn't expect something. He'd been expecting a nice tarty reply from her to spark some excitement into their wonderfully boring study session. But instead she just looked at him dumbly as though he had asked her what colour the grass was and said something completely asinine. Well it wasn't really, but to him it might as well have been!

He laughed nervously and scratched the back of his head in that annoying way that annoyed her.

"Uh, yeah!" he answered slowly, as if it was so obvious (well she thought it had been anyways!).

Rukia eyed him suspiciously. Something was definitely going on with him. He was only this antsy when he was either uncomfortable or when something was bothering him, which in turn, bothered her to no end.

"Alright, that's it!" she snapped irritably, slamming her book shut, "Out with it already! Who is she Kurosaki? Come on, you know you're itching to tell me, or else you're gonna have a bald spot the size of France at the back of your head by the time I'm finished with your Algebra paper!"

She glared at him expectantly and tapped her pencil against the spine of her textbook loudly. He nearly choked on the end of the pencil he'd been chewing rather pensively on.

Damn her and her freaky sixth sense deductive skills!

That was precisely why he didn't like her at this exact moment.

Rukia never ceased to amaze him with her abnormal powers of perception. Being his best friend, she knew things about him that no one else did. And most times this was a good thing, cuz she'd helped him get through stuff that he would otherwise have let weigh him down for the rest of his life. She could sense stuff that nobody else would even bother to notice.

Either that or she was secretly a witch and hadn't told him yet, which she of course had repeatedly denied time and time again, denying any connections to the occult in any form or fashion.

Kind of ironic when you think about it, he mused amusedly.

"Whak goo chuu mean shee?" he bumbled, the writing utensil bouncing up and down between his lips as he spoke. (Translation: "What do you mean 'she'?")

She gave him an absurd look and slapped him hard on the back. The black streaked pencil flew from his mouth and landed on the ground in front of them.

"Don't play dumb with me, Kurosaki! I'm your best friend, remember? I'm like your lucky pair of football socks, your favourite pair of underwear that you'd wear forever, your lucky boxers, your anti-everything! So I know when a woman's the cause of that stupid look on your face right now, and don't even try to tell me no 'cuz we both know I'm telling the truth! So spit it out now before I go tell Keigo that you own three pairs of pink Chappy boxers!" she threatened menacingly.

And he knew better than to doubt her 'cuz Rukia Kuchiki always made good on her threats, or on anything she said for that matter! He'd learnt that firsthand in the very painful, embarrassing way. And Keigo's mouth ran faster than any bullet train in Japan so he knew it wasn't a threat he should take lightly!

"They're not pink!" he defended, "They're BLACK...with pink Chappy bunnies...all over 'em..."

His voice had gotten progressively smaller as he finished that sentence.

The midget giggled evilly!

"B-but you bought them for me!" he protested again in a sorta high-pitched voice as if that would make up for whatever was apparently wrong.

"Yeah, but I didn't think you'd actually wear them!" she replied matter-of-factly.

"They're boxers! What else was I supposed to do with them?" he exclaimed exasperatedly, throwing his hands up in the air in frustration, "...Besides, they're kinda comfortable you know," he muttered quietly as an afterthought.

"Hnn...and they do look pretty good on you too..." she murmured, not realizing she'd just said that out loud.

Ichigo blanched considerably and covered his ears with his hands as if trying to block out her words.

"Oh my god Rukia! Did you just tell me I look good in my Chappy boxers?" he said, feigning an appalled sounding tone, "I feel so violated!" he quipped and crossed his arms over his chest as if to shield himself from her, "My best friend raping me with her eyes when I think she's helping me study!"

She rolled her eyes.

Here we go again!

"Ugh, Rukia you're such a pervert!" and he pretended to scoot his chair away from her.

She tapped him on the head with her ruler.

"Yeah well that'll teach you to wear more clothes when I'm around! Don't know what gave you the idea that you could walk around half naked in front of me and not be raped by my eyes!" she deadpanned in the most serious tone he had ever heard her use.

Unfortunately she said it a little too convincingly and with such a straight face that the poor idiot he was, he actually believed her.

Ichigo sat there gaping at her while she continued writing like nothing happened. She ignored him and began humming to herself while she worked. Anything to keep her mind off of him and the ridiculous expression that she knew was plastered all over his face right now!

Really he was just too stupid sometimes!

Gaah! He hadn't expected that one either. Man, he was really off today. He should have had some smart retort ready for that but as it turned out, he had nothing!

"Okay, so that was really awkward..." he said suddenly, breaking the heavy silence that had settled over them.

She looked up impatiently.

"Really? I hadn't noticed!" she said dryly.

Ichigo was a little miffed by the biting edge in her tone but said nothing. He wrote it off as her annoyance with him right now.

Rukia remained mute for the rest of the time. This was a priceless opportunity to bug the 'impervious' Ichigo Kurosaki! How could she not take advantage of this stroke of good fortune? Who was she to just let that pass her by?

During the seemingly never ending period of unbearable silence Ichigo was quickly going insane! Though he didn't really look the type, long interludes of quiet made him edgy and very ADHD. He fidgeted with his pen, and then his notebook, drawing random doodles over the page full of Math questions. Algebra was like the last thing on his mind right now, which he might add was straying all over the place at the moment.

Finally deciding that it was better to appease the dragon, rather than stoke its wrath, Ichigo decided to make the peace and break the gloomy lull that had overtaken their study time.

"Sooo...what'd you get for number one?" he asked in the sweetest, sugariest sounding voice he could muster while still maintaining his masculinity.

She didn't even look up.


"Really? Me too!" and he scribbled the answer down quickly.

Rukia rolled her eyes, unseen to him of course. He was such a predictable dope! Trying to innocent-talk her into giving him all of the answers without having to work for it, who did he think he was?

"What'd you get for number two?" he purred again.

She giggled internally. He sounded like some kind of hot-blooded cat scratching itself against a tree!

The dark-haired girl pretended to pause over her work, scratch out something, and then make a change.

"Um, 6?"

He pretended to scan his notes.

"Whaddya know? Me too!"

The moron that he was he didn't even notice the tone in her voice was more questioning as if she was unsure rather than certain and precise.

Take that strawberry head! Let's see how you fare tomorrow when Koto-san asks for your homework, she thought evilly to herself.

Tormenting her best friend gave her quite the rush she had to admit, okay more like she lived for the thrill of making him miserable! That'd teach him to call her a raving loony midget!

He eyed her slyly. Her face was down in her book, scrunched up in concentration, busy crunching numbers in her head. This was basic kids stuff back in the Academy in Soul Society. Intellectually speaking, while some humans were very gifted, they were way lower down on the intelligence scale that they would have like to know! Which was why it was a good thing that they didn't know that at all!

"What'd you get for number-...?"

Rukia groaned loudly and dropped her head down on her notebook. He grinned triumphantly, and truth be told he looked like a frickin' Cheshire cat on crack.

"Ichigo, if you want my answers just say so! Stop acting like you know them already when we both know you don't even have a clue how to spell Algebra in the first place!" she grumbled, the book muffling her words a bit.

He pouted and pretended to be insulted by her words. She peeked at him out of the corner of her eye and bit back the urge to giggle loudly!

Yes, I said GIGGLE. You see, lately Rukia found that she taken quite a liking to this type of laughter, especially as she had been told on numerous occasions by many of her classmates (and dare she say it, friends!) that she apparently had a very naturally cute giggle! And then when she discovered that it came out quite evil and creepy (for Ichigo) at times, she fell in love with it all the more!

The taller teen had folded his arms across his chest and jutted out his lower lip, looking very much the picture of your typical spoilt little kid. And of course, she couldn't ignore the trademark Ichigo scowl that 'graced' his features. Yes, the art of sarcasm was such a beautiful thing!

But Rukia was no sucker for the infamous Kurosaki pouty lips, or the big, sad, shiny doe eyes. She ignored him and kept her head down on the table. Her hair fell into her face, coming over her eyes and blocking her from his view. She could still see him but he couldn't see her so she faked being asleep in the hopes that he might be motivated to do his Math on his own.

After a little while and no sounds from her, Ichigo looked over at his silent friend only to find her soundly asleep.

"Hey, Rukia," he called gently, peering at her over his folded arms, "are you awake? I don't want you drooling all over the desk and my-our-your homework!" he whined, trying to get her to wake up.

There was no response.

He pondered for a few seconds and then a maniacal grin crossed his features. He shifted his chair back towards her and poked her suddenly in the ribs with his pen.

That would definitely wake her up 'cuz she was super damn ticklish!

He sweatdropped! Still no reply!

Rukia was all too well aware of what he was doing and bit down hard on her lower lip to keep from screaming out as he continued pinching and prodding her.

"Kuso!" he hissed in annoyance, "Stupid kitsune's gone and fallen asleep! Now how am I supposed to finish this crap?"

Ichigo huffed childishly. Gritting his teeth, he got down to work and went at it for a good few minutes before throwing her pencil down in frustration. His was still somewhere on the floor!

He moved closer to her unresponsive frame and tugged gently on her hair.

"Oi, midget!"

It was more a plea of desperation than anything else, but the girl had really fallen asleep! So much for pretend. All the exhaustion that she had hidden for the past few months finally caught up with her in that moment of play, and Rukia knocked clean out!

After staring at her for a few more moments, a devious look overtook the orange haired boy's face. Grinning to himself, he closed the open books around them as quietly as he could and then got up from his chair. Picking her up in his arms and taking great care not to wake her, because a disturbed Rukia was a dangerously violent Rukia, he carried her over to his bed and lay her down on the soft sheets.

Stepping back for a few moments, he stared at his best friend fast asleep before him. She looked good in there, like the bed had been waiting for her all these years to come and fit right in like she was supposed to! He cocked his head sideways and gazed at her with a gentle gleam in his eyes.

He'd planned on telling her today. It had been eating at him for so long that he'd finally thrown all caution to the wind and decided to just come out in the open with it. Of course things didn't work out quite the way he planned and now she was lost in a deep, peacefully resting slumber. And he kinda needed her to be awake when he said it.

Oh well, he'd just tell her later, or tomorrow maybe.

When he'd fallen for the midget he didn't know. Maybe it was the first day they met when she bound his arms and he'd nearly broken them trying to break free. Or maybe it was when she couldn't figure out how to use the straw on her juice pack. It was really had been the cutest thing, a bit of her pink tongue sticking out of the corner of her mouth while she poked the pack from all sides with the straw with a confused look on her face. Or maybe it was that day she had run up to him after school to ask how he was doing. She had the strangest look on her face, and in her eyes, that made something deep inside him uncoil and stretch out over his empty heart.

"Stupid, crazy shortie!" he muttered.

But even he had to admit that at that moment she looked...beautiful somehow.

And he blushed deeply, the colour rising to his cheeks at the thought.

Great, just great, he moaned, now I'm staring at my best friend while she's tired and passed out in my bed!

"You really are a pervert Kurosaki!" he said beneath his breath, chiding himself mentally.

But for some reason, she just looked so delicate, so fragile, lying there deep in the dream world...so inviting...?!

He shook his head in an attempt to get rid of the thought.

Gaah! I need to sleep. She's made my brain hurt!

The only problem was, where was he gonna sleep now? She was in his bed after all, and it didn't look like she would be moving any time soon.

It wasn't like it was unusual for her to sleep in his bed; she just never did it with him in there at the same time. But now was not the time for adolescent bashfulness and truth be told, Ichigo was feeling just as tired as she had pretended not to be. He was just much better at hiding it than she was!

"You're really something else Kuchiki, you know that?" he said quietly, rubbing the back of his neck, "Just showed up and everything turned upside down! And even though nothing's the same, it doesn't really matter, 'cuz here you are...and I wouldn't want ya anywhere else..."

Ichigo cut off at this point. What sense did it make confessing how he felt to a girl that was unconscious at the moment? She always did make him do the strangest of things and take risks that he otherwise would have stayed the hell away from and not ever do for as long as he lived!

But honestly, he enjoyed it.

Life with her was never boring. How could it be? After all she was who she was, and he became who he was presently because of her, and when you were like them, then life was never dull!

But it was overwhelming sometimes, and therefore he was grateful to have her around to help him out and guide him through it all. If anything they were both to blame for their exhaustion. But neither complained because they knew it needed to be done and they had to do it!

Watching her sleep in all those clothes made him wonder if she wasn't feeling hot under there. Granted it was getting pretty close to evening time already but still, he knew how uncomfortable it was to fall asleep with a bunch of clothes on. You woke up feeling good from the sleep but slightly sticky and uncomfortable. So without really thinking about the implications of it he decided to change her clothes for her.

Ichigo stripped off her thin, white socks, followed by her tie, and then began unbuttoning her school shirt. Now he knew girls had breasts, after all it was kinda hard not to notice them, but he still couldn't help the embarrassed flush rising to his face as he took off her shirt. But he did try not to look too much. Well, like I said, he tried not to.

She was rather curvy under her uniform and the tips of his ears turned red as well. He placed her shirt to the side and then hunted around for one of his larger t-shirts, managing to slip it on without touching her unnecessarily. Ichigo stopped for a moment and smiled satisfactorily at his work before working on removing his own school clothes. His shirt, vest, pants and belt were draped over the back of the chair he'd been sitting on not too long after.

The bright-haired boy grinned when he looked down. If she had been awake, she would have never let him forget this moment, which was another reason why he was glad she wasn't!

"What do you think she's say if she knew, huh?" he whispered.

Chappy's face stared up smilingly at him! (A/N: Woot for Chappy boxers!)

He cracked his knuckles, then his toes, then his back, and after taking a good stretch to make sure most of the kinks were gone, he pulled back the sheets and climbed into bed behind her, taking care not to bump her or shake the bed too much. The last thing he wanted right now was a semi-conscious Rukia waking up and screaming rape and then beating him mercilessly to death with the bed pillows!

Finally his eyes closed.

"Didn't know you had the balls," she murmured, in reference to why she was wearing his clothes, as he tried to get comfortable on his side of the bed.

He froze.

"What'd you say?"

She smiled lazily with her eyes still closed, and said nothing in reply. Ichigo rolled onto his side and was greeted with the sight of her t-shirt clad back.

He was blushing again!

"Took you long enough," she mumbled sleepily, "I was getting cold!"

Thank god she can't see me right now, he though to himself.

"Relax teme," she whispered, drifting off to sleep again.

He gaped for a few more seconds when he suddenly found his arms being pulled around her slender frame. She shifted so that she was now nestled snugly against his bared upper torso.

He really was too stupid for his own good, she thought to herself, and once again she really was glad that he didn't wear much clothes around her.

Their breathing fell in sync and she felt the steady rise and fall of his chest in time with her own. Even his heartbeat seemed to be the same as hers, almost like they were one being. The further she drifted, the less she remembered the conscious world and the things in it.

Her legs tangled with his, her feet rubbing gently against his calves, her soft toes reminding him of when Karin and Yuzu were babies. They would walk on his back with their cute little baby feet, trying to wake him up in the morning. His head shifted closer to hers, ending up with his face buried in her hair. She had a soothing scent, like his mother used to, and Ichigo felt himself falling even deeper, letting the warmness of his sheets envelope him and take him to where she was.

Because that was where he wanted to be.

(Awwww's) (sigh) Was that sweet, or was that sweet? I can't help myself. They just fill me with loads of fluffy sweetness that make the plot bunnies go crazy with stomach butterflies!

And so this ends part two of my 'Pillow Talk' trilogy, a three-part oneshot series of sleepytime fics with Ichigo and Rukia. Stay tuned for the third and final instalment in this series. It's started already so it should be up sometime soon (I hope!).