A Lesson To Be Learned

I DO NOT OWN THIS STORY: v The original link is down here v

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New Student

Time in Soul Society was done, and the ryoka had to return home. Granted, it wasn't the most splendid or formal of partings; Ichigo and the others still had to run for their lives from the train-thing in the Precipice World. Luckily, catching them in the real world was none other Urahara, the man who sent them to Soul Society in the first place. After an apology from him, some physical violence shared here and there along with Uryuu's usual war-mongering with Ichigo, and Chad's and Orihime's goodbyes, Kurosaki Ichigo finally could leave for home, waving at the dispersing carpet-thing that Urahara had carried them on.

Away from the madness of Soul Society, Ichigo mused as he headed towards his bedroom window to avoid being seen by Karin – supposedly the only other one of the Kurosaki family to have the ability to clearly see ghosts. Kon was in Ichigo's body, fussing in his sleep about something perverted. The drooling smile and where his hand was were dead giveaways. When awakened by a knock on the window, he expressed nothing but rage at whoever interrupted the dream of an impending Orihime/Rukia sandwich. All thoughts of anger vanished when he laid eyes on Ichigo. His hopes of Rukia's return, however, were dashed and left him crazed for womanly contact. Outbursts couldn't have been stood by Ichigo at this time, so he removed Kon's soul from his body, asking for a night of rest. He set the Mod-Soul on the desk for the time being.

That was rather presumptuous of him, for not a moment later, his dad came flying into the room with a diving kick. Using reflexes gained from his fierce battles against Kenpachi and Byakuya, he easily caught the attack. However, the fight was not yet over. Isshin attacked his son with wild abandon, waking his sisters who had to intervene and drag Isshin off.

"He hasn't changed at all," snarled Ichigo as he slammed the door shut. He locked it to ensure his dad couldn't jump in any time he wanted. Sure, Isshin would break the door down to engage in combat with his son, but it was all Ichigo could do without barricading the door.

"Your family is quite lively, Ichigo, even so late at night," came a teasing voice at the open window.

Ichigo jumped at the suddenness of it. He spun around as if this person was a danger, but he knew too well who it was. "Yoruichi-san! What are you doing here?" he exclaimed, staring at the lithe form of the cat woman sitting so idly in the open window. He clapped his hand over his mouth, hoping he hadn't made enough noise to rouse his father's suspicions.

Stretching pompously, Yoruichi gave him a smirk that he had learned all too well. His eyes alternated between her and the door behind him. All of a sudden, he found himself shivering in the presence of the woman on the other side of the room. She was beckoning him with her golden eyes glinting in the moon light, just like a cat's. "How does it feel to be home? I'll bet you're relieved," she said, frustrating him by trying to strike up casual small talk.

"You can't be here," hissed Ichigo as he approached her. "My family can bust in here at any moment! How could I explain you being here to them?"

Yoruichi eased herself from the windowsill to the comfort of Ichigo's bed. She spread across it, propping her head up on her hand so that she could keep eye contact with her protégé. Seductively, her right leg drew up the other leg before heading back down; her slippers were kicked off slowly. All she needed to do was part her legs to beckon Ichigo and relay to him what she wanted. "Are you interested in a quickie?" she bluntly asked with quirked lips.

He was only so strong, and with nervous steps, he went to her. Still, he tried to resist her charms, though it was futile. "We can't do this, not tonight," he grumbled, glancing away from her before she could trap him in her seducing gaze.

Yoruichi wasn't convinced in the slightest. He was shaking too much, eyes were wavering, trying to look anywhere other than her body. She knew that he feared if he gave in for just a moment and glanced at her, he would walk right into the palm of her hand and never regret it. While he still had some self control, he wanted to maintain his reputation as a guy who didn't have sex on his mind 24/7. She would let him have that.

However, few guys could resist her for long. Ichigo – fears coming true – could not keep himself from being hypnotized by her alluring gaze, and told her not to be loud while joining her on the bed. Fingers lacing around the back of his neck, she whispered a promise before bringing him down to kiss her. A simple touch of their lips slowly grew in passion. His hands weren't as shy as he acted, for they instantly ran up her sides to finally cup her breasts. Beneath the thin, tight material, he could feel the hardened bumps of her nipples. It made his mouth water; he pulled away from Yoruichi to swallow, not wanting to drool in her mouth.

She knew what he liked now, so she pulled up her shirt enough so that he could admire her tits. He wasted no time in fondling them. They molded so neatly to fill his palms, loving how they jiggled as he bounced them in his cupping hands. Her taut nipples were his main interest, however, rolling them beneath his thumb or plucking at them tenderly.

Eager to arouse him to the point of no return, Yoruichi reached for the tent in his pajama bottoms. Her wrist was caught before she could snag her prize, making her glance up at Ichigo. Surprisingly, he had quite the stern look on his face. "This isn't going to happen every night," he told her. It was understandable, she figured since he had such a strict father. This was surely a risk they were taking; that turned Yoruichi on even more.

Carefully, Ichigo released her hand to let her gradually wrap her fingers around the covered rod. The tip of the tent was saturated, telling her that Ichigo wanted this much more than he was letting her know. For the time, she wouldn't tease him about it, lest she wanted him to lose the luster that gave her so much pleasure.

He eased his mouth over the peak of her left breast after his tongue rolled over the dark nipple. An appreciative sound came from behind Yoruichi's closed lips. He liked it when she moaned; it showed vulnerability in the cocky teacher. She released his cock for the moment to stroke his hair and spine. Like a puppy, she petted him to encourage him.

When he had his fill of toying with her breasts – for the time being, anyway – he stepped off the bed to remove his clothing. Yoruichi began to do the same on the bed, discarding her top altogether and slipping off her pants; watching her curled form as she slid her black spandex down her shapely legs made Ichigo stumble a little when kicking off his pants.

He was in such a clumsy state of mind as he watched the beauty spread out across his bed, one arm lifting to cushion her head as the other traced her fingers along the side of her large tits down to her waist, her legs parting invitingly. When he finally went to mount her, he practically fell over her. His awkwardness was perhaps one of his charms. Of course, whatever it was, Yoruichi could only focus on the stiff object nestled between her strong thighs. She spread her legs so that his bobbing erection could slip into her easier.

Ichigo took his hard cock in his hand to direct it. He rubbed the tip against her clitoris first to cause her to moan. Up and down, he moved himself against her wet slit before firmly pressing against her channel. The duo held their breath when the swollen head punctured her. Yoruichi curved her legs about his waist to lock him in place, helping him push into her. She licked her lips when she took six inches in, bracing herself for the final three.

Though they had fooled around quite a bit in Soul Society, Yoruichi – oddly enough – hadn't taken Ichigo into her that much; Soi Fon was the one who usually ended up getting fucked by him. Therefore, she felt a twinge of discomfort when he was fully sheathed in her. Such aches were accustomed to rather quickly, and she was ready for him to move.

He slid halfway out before spearing forward, causing her to cry out as her body jerked with the force of his initial thrust. When he found a rhythm, he let himself lie flat on Yoruichi so that both of his hands were on her waist. Arms tangled about one another, her teeth clamping onto his shoulder to keep from crying out as he muffled all of his moans in the pillow.

Ichigo was pounding her hard. She sunk her teeth deeper into his shoulder and would surely leave marks; he hissed against the pain, but it seemed to work with his pleasure. His thrusts struck her harder as they raced to an orgasm. With the precious privacy and the threat of a nosey father bursting in on them, they couldn't try to hold out.

Ichigo didn't want to risk leaving Yoruichi unsatisfied in case he came before she did, so he reached between them to tend to her clit, pressing and rubbing it furiously. The cries she uttered were well worth the risk of being heard by his family, he thought in his lust-clouded mind. To add to her pleasure, he craned his neck to an uncomfortable angle to capture one of her bouncing breasts in his lips. Hopefully, this would bring her closer to the edge.

Success! Her vaginal walls clamped around him. The tight passage massaged every curve of the intruding penis to coax his essence into her. "Ichigo," she seethed, trying not to make a ruckus. She cringed as the delight of an orgasm washed over her.

Now that she had reached completion, Ichigo chased after her. He pulled out and gripped his soaked cock. Yoruichi's fluids were a great lubricant as he rubbed the tip with his thumb and worked the shaft. He scooted forward, straddling her stomach as he took aim at her face. She licked her lips tantalizingly as she awaited his load. Milky bursts of thick semen shot through the air so suddenly and caught her by surprise. She giggled a little as hot seed splashed on her forehead, cheeks, and then chin. As the last of his orgasm pooled in between her tits – he rubbed the final dribbles against the soft mounds – Yoruichi licked up the portion that had oozed over the side of her mouth.

Clarity now replaced lust. Hastily, once again fearing his father, Ichigo lurched off the bed and gathered his clothes. Yoruichi watched him in amused fascination, never minding that his cum was still covering her face and tits. When she asked what he was so tense for, he seemed agitated by the question. "My dad! He'd go nuts if he saw me naked with you," he told her in as loud of a voice as he dared. He staggered around as he pulled his clothes on. Hopefully Yoruichi was getting dressed and ready to leave as well; this wasn't a time or place to spend time together after a quickie.

When he turned back to her, he was taken aback. Her clothes were still lying around, but sitting on his bed was a black cat licking its damp muzzle. Semen made the fur on its face and chest sticky and unruly. Ichigo cried out at the sight of it, for he wasn't at all prepared for that. "Why are you in that form?" he shouted at her.

"Huh? Wouldn't this form be better?" Yoruichi asked in her masculine voice. "Your dad won't get mad if he just sees a cat in the room."

The suggestion made Ichigo go red from frustration and embarrassment. "You're covered in cum," he reminded her. "That'd be even worse for my dad to see! I don't want him to think I'm into… that." The last thing he needed to be called was a cat-fucker.

"Hmm, I guess you're right," agreed the cat with little concern. After stretching out, she trod toward the open window. "Well, I'll be going now. Take care of my clothes until I get back. I have some stuff to take care of." Ichigo became suspicious, for the last time she 'took care' of something, the two of them ended up fucking Soi Fon at the same time. "Good night." She took her leave then, leaving Ichigo to clean up her clothes and the incriminating stains on his bed sheets.

"Ichigo!" Kon was furious when he was put back into his stuffed body. He pointed an accusing finger at the teenager idly watching him. With a bored look and an arm drooped over the back of his desk chair, he gave his attention to the Mod Soul's rant. "I heard it last night! I heard what you were watching!" The anxiety that flashed on Ichigo's face shifted to confusion as Kon continued, "Is that all you brought back from Soul Society? Instead of Nee-san, you bring back naughty videos? You're pathetic!"

With a red face, Ichigo turned away, staring out the window. He hoped that he hid Yoruichi's clothes well enough so that Kon couldn't discover what really happened. Best if he just thought that Ichigo was one of those boys who liked watching porno late at night. He discarded the conversation with a small utterance.

He decided it was best not to linger around the house right now. With Rukia gone, it felt a little lonesome; Kon wasn't the best company to have. He stood up and said, "I'm going out. Stay here, Kon." The stuffed lion protested, crying about being bored for too long. Ichigo told him to just find something to entertain himself.

A gleam shined in Kon's eye. "Well, I guess I could watch that video you brought back," he said nonchalantly, the perverted look on his face a window to his intentions. Ichigo rolled his eyes at the Mod Soul's sexual appetite and left the room.

Orihime hummed a little tune as she rinsed the suds from her curvaceous figure. The water was exceptionally warm, just how she liked it. She swept her arms clear before stepping into the full blast of the showerhead to wash the soup bubbles from the crevice of her ample breasts. Rivulets trickled down her abdomen and shapely legs after streaming either between or around her bosom.

When she was done washing, she slipped from the small bathing area with a pink towel held up to cover her front from no one in particular. She glanced at the silhouette of herself in the mirror, unclear from the steam fogging the surface, and smiled brightly. "It's so good to finally shower in my own bathroom again," she joyfully announced as she wrapped herself in the pink cloth. Continuing to hum, she walked to the glass door of the room with a bounce in her step, making her most noticeable assets do the same behind the towel.

The door was opened, and Orihime meant to head to her main room to get dressed. However, everything came to an abrupt halt at the sound of a meow. The thick-headed girl yelped and almost fell over, keeping herself from accidentally crushing the black cat that was sitting pompously several inches in front of her. For all the oddness in her life, Orihime didn't often have a cat mysteriously appear in her house. Still, though she didn't seem it at times, she was bright enough to put the clues together quickly.

"Yoruichi-san! Is that you?" she asked excitedly, kneeling down and holding onto her knees as she stared into the amber eyes.

A paw came up in a human gesture of greeting. "Yes, it's me," the feline replied. Returning to the prideful stance all cats had while they were sitting, she stared intently at the smiling redhead in front of her. "I hope I am not intruding."

"Not at all!" insisted Orihime. She hopped up and made to move around Yoruichi. "Just let me get dressed, and I'll pour you some milk!"

While milk did sound appetizing – in her cat form at least – Yoruichi commanded in a stern voice for Orihime to stop; the girl froze almost instantly in mid-stride, fear seizing hold of her as firmly as a giant fist. Casually, Yoruichi padded in front of her again. "We have some… business." There was incredible vagueness with a hint of tomfoolery; it made Orihime feel on edge while she corrected her stance.

In a burst of light so sudden that it sent Orihime reeling from surprise, Yoruichi transformed. Trailers of smoke drifted through the air as the nude woman revealed herself from the veil. It was Orihime's first time seeing the transformation, so she did not think that Yoruichi would be completely naked, believing that she would have found some way to make her attire transform with her.

Yoruichi boldly walked toward Orihime and held out a hand to help the younger girl up. Shyly, Orihime took the offered help and stood up. She was comfortable enough to be practically naked in front of another woman – even a boy, depending on who – but she found herself particularly bashful when she noticed the jiggling of Yoruichi's tits, even more so when her eyes accidentally wandered down to her crotch.

The two women stood in front of each other, separated by two feet; their breasts were almost touching. Yoruichi stared at Orihime wordlessly, not taking her eyes away from her face. This made the teen girl nervously rub the back of her head. "Um, Yoruichi-san, would you like me to get you some clothes?" she asked, giggling anxiously afterward.

Yoruichi didn't respond right away. Instead, she reached out and took hold of Orihime's covering. Before any protest could be given, the towel was thrown behind the assertive woman, and Orihime was left bare before she even realized it. Modestly, she tried to cover herself from Yoruichi's gaze. "Wha-what are you doing?" she stuttered frantically.

"I've decided," began Yoruichi, taking the step forward that made her chest mesh with Orihime's, which caused the teen to shudder uncomfortably, "that you will be my new student." She smirked when her hand slipped over and caressed Orihime's cheek. Orihime flushed at the gentle contact. She wasn't sure how to respond to this advancement until Yoruichi leaned in a barely swept her lips over hers.

Instantly, Orihime slipped away, banging against the wall in her haste. Whatever was indistinguishable before about Yoruichi's intentions were now as clear as day. Her uncertain smile had all but vanished while gazing up into the predatory gaze of the slightly smirking woman. "Yoruichi-san, I can't be doing…! Why are you doing this?" she frantically asked. Slowly, she inched back to gain some distance from the hungry-looking woman.

"I just told you: you are my new student. I figured I should have one in the Living World to keep the other one company." Yoruichi didn't want to ruin Orihime's surprise by automatically telling her that Ichigo was the other 'student'. She knelt down and touched Orihime's stomach, loving how muscles contracted under her fingertips. Virgins had such interesting reactions towards intimacy, she mused; Ichigo was rather comical, after all, resistant but willing at the same time.

Finally gaining some of her naïve nerve back, Orihime laughed weakly. "That sounds nice," she began, easing to her feet so that she could move towards her room and evade Yoruichi; Yoruichi just watched her with the interest a cat gave a frightened mouse. "I don't think I should, though." She made a direct path to her bedroom, no longer caring about covering herself; no real point when her ass was on full display. "I'll just quickly get dressed, then we'll…"

"Bakud o no. 1: Sai," Yoruichi uttered with a slight gesture of her hand.

Orihime gasped when an intangible force locked her arm behind her back. The suddenness of it knocked her off balance, causing her to drop back on her backside with a groan, legs bent and spread before her. "Ow, ow, ow," she whimpered, wanting to massage her hurt area. However, when she tried to move her arms, she found it impossible – at least, for someone of her strength against the strength of someone like Yoruichi. Helplessly, she looked up with her gray eyes to watch Yoruichi slowly prowl around her, laughing smugly.

She came down to kneel in front of the frightened girl, a comforting hand placed casually on Orihime's knee; this also allowed Yoruichi to keep the girl's legs apart to allow her full access. "I didn't want to do it this way," she purred, "but you leave me no choice." She sounded awfully jovial for someone who was pushed to a last resort. "You may be a little hesitant at first, but I assure you, you will enjoy this. The other one did." Before Orihime could even try to formulate the first of a hundred questions running through her head at that moment, Yoruichi tenderly joined their lips, taking Orihime's first kiss.

Needless to say, Orihime was shocked and felt vaguely disappointed; her hope was to have Ichigo be her first kiss. Much to her surprise, she felt Yoruichi's tongue tracing her lips. When they did not part, she forced her way into Orihime's mouth. The girl whimpered and, unsure of what to do, tried to push the invading tongue out with her own. Ironically, this seemed to spur Yoruichi on when she deepened the kiss.

Huge breasts pressed tightly together as Yoruichi pulled her capture closer. Her hands ran down to the teen's thighs. Nice, she thought, firm.

Orihime's mind was overloading from the intensity of Yoruichi's kiss. She wasn't sure now if she was trying to push Yoruichi's tongue from her mouth now, or if she was actually giving in. Perhaps her answer was to be found in the soft moan she made, muffled by Yoruichi's mouth. Behind her, her fingers balled tightly into fists as her toes curled. Her exposed crotch felt tingly while a foreign warmth filled the pit of her stomach with butterflies. Every part of her seemed to gain super-sensitivity to touch, particularly her nipples, which were rubbing tightly against Yoruichi's.

After kissing for so long, it finally ended. Yoruichi pulled away slowly from Orihime's pink, glistening and puckered lips. The redhead panted softly, seeming so helpless underneath Yoruichi's gaze. "As I've said before," the dark woman purred, a hand tracing sweetly down Orihime's throat, "you will enjoy this in a matter of time." Not wasting another second on words, she hefted up one of Orihime's heavy tits to be offered to her mouth. Without breaking contact with Orihime's worried gaze, Yoruichi descended slowly and took the pink bud in between her lips. A slight nip at the peak at first, but she took the entire nipple into her mouth in the next instant.

Orihime yelped at the wet, pleasurable feeling. Meekly, she tried to protest against Yoruichi tending to her breasts in such a way, but her pleas to be released fell on deaf ears; as if Yoruichi could be stopped now that she caught her prey. She did not neglect the other breast, reaching out to twist and pull at the hardened tip. Whether or not Orihime wanted to admit it, Yoruichi could tell for herself that the high school student was aroused; the heat from Orihime's groin was proof enough of that.

When Yoruichi let the nipple pop from her mouth, the entire breast jiggled back into place, no longer supported by Yoruichi's hand. The beauty of Orihime's chest had to be admired, and Yoruichi caressed the globes of flesh tenderly. "You have such lovely breasts," she complimented. She descended her mouth to the breast that had yet to be suckled, then hesitated. "I'm surprised that you haven't done this before." The tip of the breast vanished in her mouth then.

Orihime gasped at the delightful sensation. After she could form words, she stuttered, "I'm too young, and I go to school. I should be doing things like…" She winced when Yoruichi lightly bit her sensitive flesh. "… this."

With a haughty smirk and a tongue flicking skillfully out of her open mouth, Yoruichi coated the pink nub beneath her mouth with saliva before speaking again. "You should make time for yourself, Orihime. You deserve it…" She trailed off and blew cool air onto the wet nipple; the cold air made Orihime's skin tingle.

Before another word could leave Orihime's lips, Yoruichi's hand was once again on the move. From the valley between the girl's breasts, her fingers traced down, tickling her stomach, and slowly branched out upon reaching the neatly-trimmed hair at her vagina. Yoruichi purred when she finally reached slick flesh.

"Yoruichi-san," Orihime gasped when a finger prodded her sopping hole. "I… I… I don't think I'm ready for this!" She was practically hyperventilating, not sure how to feel as Yoruichi teased her, pretending that she would push her finger into the girl, but stopping before she actually could. In an effort to take some control back, Orihime closed her legs tightly. However, it wasn't hard for Yoruichi to pry the wavering girl's knees apart again.

Was it to be considered punishment when Yoruichi's digit finally slipped into Orihime's contracting hole? Orihime whined and watched in horror as the finger pushed into her up to the second knuckle. It was such a strange pleasure, she found when the digit massaged her inner walls. It actually compelled her to make sounds.

Yoruichi smirked at the wet noises her finger made within Orihime. "From what I can tell," she started to reply to Orihime's previous statement, "you're very ready for this." She added a second finger to Orihime's pussy, enjoying how her hips bucked forcefully in response.

Back and forth, the duo of fingers moved, creating more and more grunts and moans from the very responsive girl. Her face had flushed to the color of a cherry, all the while glancing down between her bouncing tits at the hand rapidly shoving against her snatch. Something was coming on, something greater than all this pleasure she was feeling. Against all reasoning, she welcomed it, wanting it to explode. Her vagina tensed and squeezed Yoruichi's digits.

This was the signal to stop. Yoruichi quickly and mercilessly pulled out, leaving Orihime panting and utterly disappointed as she lingered on the edge of her very first orgasm. She stared pleadingly at Yoruichi, hips moving forward urgently. "Why?" was all she could ask.

"You can't be finished so soon," said Yoruichi. And her intentions were revealed as she slid down to lie on her stomach, breasts compressing against the cold, tile floor. With Orihime's crotch jutting and knees spread wide, it was the easiest access. Yoruichi hooked her hand around Orihime's thighs for leverage before extending her tongue to run along the wet slit. She lapped upward, flicking the tip of her tongue against the sensitive clit at the top that made Orihime surge with a cry of pleasure.

This was truly a delight; Orihime was the first virgin Yoruichi had the pleasure of eating out since Soi Fon all those decades ago. She had forgotten how vocal first-timers can be and how much they squirmed; she loved it. Her tongue lashed at Orihime's sensitive flesh without giving a second for Orihime to catch her breath.

The busty redhead panted, squealed, and grunted underneath the tortuously pleasurable touches of Yoruichi's mouth. The woman began to use her lips to kiss the nether regions, sucking on the folds and shoving her talented tongue as far as she could into Orihime. Such a delicious taste, she thought.

However, like before, Yoruichi left Orihime wanting as she drew away, adjusting her position one last time. She stood up and started to walk away to the other room, leaving the horny and still hand-bound Orihime in a writhing mess. "Where are you going?" she called out, praying that Yoruichi would return and be merciful enough to finally give her the climax she now so desperately needed.

Yoruichi returned to the room, holding up her purple strap-on for Orihime to gawk at. The fake penis was roughly seven inches long and reasonably thick, an intimidating sight for a virgin. The dark-skinned royalty smirked at her captive. "How would you like to lose your virginity, Orihime?" she asked bluntly, brazenly squatting in front of Orihime, giving a full view of her smooth pussy.

"No!" Orihime immediately declined. She may have been eager as hell to reach an orgasm, but she still had some propriety left; she wanted a real man to take her virginity, someone she loved, not some toy. "Not that!"

Yoruichi had expected as much and started to laugh while setting the strap-on aside. "I was just kidding, Orihime! We'll save that for another time." She caressed Orihime's cheek, then, their lips an inch from each other. "But I still want to share this with you." The kiss was fleeting, but reassuring.

Watching with no small amount of fascination, Orihime was adjusted so that one of her legs was over Yoruichi's while the opposite leg was reverse to that position. She was forced to lean back against the wall with no support from her bound hands; she didn't complain about the slight discomfort, too eager to finally reach the unknown of the big 'O'. She had heard of something like this before when Chizuru made hushed suggestions in her ear before being attacked by Tatsuki. It was called 'scissoring'.

She took a sharp inhale when she felt Yoruichi's wet pussy press firmly against hers. There was some movement, not meant to create pleasure, but for Yoruichi to reach the perfect position. When she was satisfied, she looked over at Orihime and smirked. Then she began to grind with all fervor, generating immense pleasure in both parties. Yoruichi moaned, loving the feeling of fucking another woman without any toys; just pure flesh. Orihime was practically screaming as the much-older woman ground her snatch against hers. The thrusts caused her ample chest to bounce madly, but she didn't care; she was well on her way, a boulder rushing down a steep hill, not stopping and gaining momentum every second.

She squealed randomly amongst a series of wild moans and cries to God. No longer trying to fight against her 'teacher' – she gave that up a while ago – she began bucking her hips against Yoruichi's to heighten the pleasure. Her clit met the smooth flesh of the ex-princess, and she sought to keep the feeling that it caused going.

Yoruichi wasn't yet near an orgasm when Orihime finally reached hers, but she was satisfied for the time being. She pressed her pussy against Orihime's harder than before and rolled her hips sensually to keep the feeling going. She wanted her pupil to enjoy the full extent of her very first orgasm.

Orihime yelped and moaned when she came, her vagina squeezing tightly. Vaguely, she felt empty during the orgasm, for without something in her, it didn't feel as natural as she thought should have. This didn't take away from the utter enjoyment of the moment; she found her eyes closing blissfully with a goofy smile appearing on her face as the last waves of pleasure were rode out, splashing over Yoruichi's lap.

Exhausted, Orihime fell limp, gasping desperately for air, her body convulsing from the final spasms of pleasure. How satisfied she was, Yoruichi mused as she got to her feet, the apex of her thighs glistening with her juices as well as Orihime's. She released the spell on the girl's arms, letting Orihime collect herself somewhat as she lay on the floor in a heaving mess. "You should start getting ready," sung Yoruichi, moseying towards the exit while waving a hand. "I'll be back tonight with my other student. Don't go wandering off." There was then a small 'poof'ing noise in the next room, and all Orihime could hear were small, padded feet heading towards the open window. Yoruichi left.

Rather confused and lightheaded, Orihime was alone to consider Yoruichi's words. She sat up, rubbing her head while staring in a childish daze. Suddenly, she perked up, laughing sheepishly. "Whoops! I should get dressed before I think about anything else!" Dizzily, trying to act as if nothing happened, she staggered over to her room to get dressed.

Ichigo aimlessly wandered the alleyways of Karakura Town. He had much to think about, what with Aizen still out there, being placed as a substitute Shinigami, and Yoruichi coming onto him frequently. The stress could get to him, though the latter idea was more of a stress-reliever in some ways.

He perked up then, looking at the sky. "I wonder where Yoruichi-san is," he mumbled. "She said she'd be coming back for her clothes."

"Missing me already?"

Ichigo couldn't believe his ears as he spun around; he also couldn't believe his eyes when he saw Yoruichi in naked human form sitting atop the wall. As if she wasn't exposed to the world, she sat idly with feet crossed. After making eye contact with Ichigo, she leapt down and approached him. He shouted at her before her mouth could open, telling her not to walk around naked.

"My clothes are still at your house, Ichigo," Yoruichi reminded him, teasingly flicking his forehead. "I just came to tell you that we'll meet up again tonight. I hope you'll be ready for it."

Ichigo flushed at the prospect of fucking Yoruichi again, though he thought he shouldn't have felt so embarrassed with how intimate they were and how often. "You can't just expect me to do this every day," he said. "I need some time to rest, you know."

"Tonight is a special case," he was told, though his mind wandered when Yoruichi walked around him, her swaying hips capturing his gaze. He hoped that she wasn't going to suggest sex now, because he would've had her up against the wall with his pants and boxers at his ankles in a second. Damn her power over him. "Please be ready. I have someone who'd really like to meet you. Just follow my reiatsu tonight." The Goddess of Flash dropped the conversation on that to leave mystery floating around the puzzled teen's head.

Ichigo rubbed his head, wide eyes fixed on the ground at his feet. Just how many women did Yoruichi want him to screw in a week?

Dusk had arrived. It was difficult, but Ichigo managed to get out of the house, much to Kon's protests of boredom and pleas to watch the non-existent movie that Ichigo had viewed last night. The only way to shut Kon up was removing him from the lion plushy. That was inconvenient, for Ichigo knew the Mod Soul would have a lot to complain about in the morning.

Now all that was left was following Yoruichi's reiatsu. While he did suck at sensing spirit force, he could catch hold of her signal if he concentrated hard enough. And so, he was well on his way. Halfway to his destination, he couldn't help feeling that this was an awfully familiar path. As he drew closer, anxiety rose in his chest. He lost his breath when he saw a black cat sitting patiently in front of an apartment building; not just any apartment building, but none other than Orihime's.

"Yo, Ichigo," the cat said, raising a paw. "Good to see you've improved your sensory skills a bit."

The praise went ignored, for Ichigo was aghast while pointing stupidly at the apartment. He stuttered a bit before Yoruichi could actually understand what he was trying to say. "This can't possibly be the place! It's Inoue's house!"

The cat simply nodded with a nonchalant grunt. "Yes, it is. Now come up, Ichigo. Let's not stay out here all night." Yoruichi walked up the stairs leading to Orihime's floor. Dumbstruck, Ichigo could only follow. Surely Yoruichi could have convinced someone like Orihime to actually participate in something like this. After some thought on how easily she could be influenced, Ichigo regrettably took back the idea with an overwhelmed look of doubt.

Yoruichi sat in front of Orihime's door and told Ichigo to open it. When he asked why she didn't revert to her human form to do it herself, she snapped at him and said that he was the one always complaining about her walking around naked where she could be seen by other people; he meekly apologized upon being caught in her harsh gaze and did as he was told.

He opened the door of the well-lit room and peered inside as Yoruichi moved through the doorway. What Ichigo saw then made his jaw drop and his heart pause for an instant. There was Orihime, sitting on one of the pillows around her small dining table. She was clad in only a pink bra and panties, arms and legs bound behind her with a kido spell – compliments of Yoruichi. In such a position, her bosom was thrust outward, and it seemed like the underwear would burst under the strain of her huge breasts; Ichigo had never really taken much notice before, but she was really well-stacked.

Orihime perked up when the door open, and then flushed when she saw it was Ichigo. Surprise and embarrassment were covered up as she giggled weakly. "Good evening, Kurosaki-kun," she greeted in a shaky voice. Seeing his was honestly a shock to her; for some reason, she thought that it might have been another woman who Yoruichi would bring, most likely Soi Fon.

"Inoue, what are you doing?" Ichigo blurted out, shutting the door behind him so no prying eyes could see the vulnerable redhead from outside.

Orihime kept her smile and said, "Yoruichi-san told me to be like this because it'll look nice." She made it sound like that made it okay. Ichigo gave a sideways glance to Yoruichi, who didn't seem interested in the topic at all. "I didn't know that you were Yoruichi-san's other student," Orihime added.

Why the hell did she have to take this so casually? Ichigo sighed and approached her to help her out, trying not to notice how her breasts were nearly spilling from the bra cups. Before he could take his third steps, slender arms roamed to his front, enclosing him in an insistent hold. Yoruichi's breath could be felt on the side of his neck when she purred sexily. "Doesn't she just look so nice there, Ichigo? Prepped and ready for you." She planted a soft kiss at the base of his neck, knowing how much it affected him. He was giving in so easily, she thought with a smirk that only Orihime could see. Slowly, her hand slipped down and fumbled a bit with the button of Ichigo's pants. It popped open easily enough, but his undressing would wait; let him sweat a little, she decided.

Orihime tensed when Ichigo was nudged nearer to her. Having his intense gaze fixed her and jaw ajar in awe, she flushed until her face looked like a tomato with eyes. She swallowed hard, trying not to get lost in his stare. Curious about the male body, she coyly let her eyes wander down to the front of his pants. She went redder and immediately looked away when she saw a shaft straining against the jeans, eager to be buried in her. Her mouth went dry at the idea of being filled in just a small matter of time. If it was anyone else, however, she would've protested. Her thighs shifted somewhat as a familiar heat ignited in her stomach.

Under Yoruichi's guidance, Ichigo was brought to his knees in front of Orihime. His first, natural urge was to reach out and caress the body displayed for his enjoyment, but he suppressed those feelings for Orihime's sake; he wasn't going to take advantage of her while bound like that, being of a chivalrous sort. Therefore, he just sits, staring at Orihime with a bit of shame.

Yoruichi was not so under-spoken, crawling out from behind Ichigo to slowly embrace Orihime; she purposely slipped an arm underneath the heavy breasts to emphasize their mass. "What are you waiting for, Ichigo? Orihime's waiting," she told him, a hand tracing the underside of the younger girl's tits.

Orihime tried not to let Ichigo see how right Yoruichi was. She begged the gods not to let Ichigo notice how damp her panties were becoming.

She yelped lightly when Yoruichi's fingers tugged down one of her bra cups. The mound of flesh popped into view, jiggling gratefully after being smothered for so long. The nipple had already hardened from her aroused state, begging for attention. Yoruichi simply taunted the girl, tracing the areola ever so lightly, making Orihime squirm while biting back a sound of pleasure.

Ichigo's hand was trembling. He reached halfway out and noticed how Orihime froze up. Was she really so uncomfortable? He became unsure of himself and looked at Yoruichi. "I… shouldn't be doing this," he told her, retracting his hand.

"Wait!" The volume of her own voice startled Orihime; even Yoruichi was surprised that she was the one to protest. Recoiling somewhat, Orihime looked off to the side. "It's all right, Kurosaki-kun…" Her gray eyes glanced up at him, and she murmured, "If it's you…" She didn't need to say anything else; it was written all over her face.

Ichigo was at a loss from this revelation. He wasn't aware of the full extent of her feelings, but hearing from her own mouth that she was okay with it made a huge difference for him. Much to Yoruichi's delight, he leaned forward and pressed his lips against Orihime's, surprising her from the suddenness of it. After the initial shock, she kissed back, tongues willingly dancing against one another.

Yoruichi kissed down Orihime's neck while chuckling smugly in her throat. Tonight was going to be very fun.

She moved her palms to curve around Orihime's breasts. One was already exposed, so that nipple was rewarded with tender strokes. The other steadily was brought into view, and Ichigo had to sit back and watch, panting from the kiss he shared with Orihime. The bound girl simply looked down and stared as Yoruichi exposed the fullness of her chest; even if she wanted to protest, there wasn't much she could do with kido restricting her arm and leg movement. Therefore, she looked at the bright side of the situation: her breasts were no longer squeezed by the considerably small bra.

Cupping a hand beneath Orihime's right mound, Yoruichi offered it to Ichigo. She told him once again to not keep the poor girl waiting, and he decided not to hesitate or second-guess himself a moment longer; his hand took the place of Yoruichi's to support the supple flesh and his lips captured the rosy bud. In response to this, Orihime gasped sharply and held her breath, not taking her unblinking eyes from the sight of her secret-crush suckling on her breast.

Not being one to be left out, Yoruichi assaulted the other breast after mercifully removing the bra entirely from Orihime's chest, biting at the hardened nipple first before slipping her lips over it. She loved how the awkward girl made her sounds of pleasure: restraining herself as much as possible, like she was offending someone with the noise. Yoruichi flicked her tongue rapidly over the captured tit prior to nipping at it; Orihime jumped a bit in response, a movement that made her chest jiggle a little against the two faces pressed against her.

Ichigo was being tender. Unlike his playful teacher, he made the strokes of his tongue soft and long. His attention to her body set Orihime on fire. She wanted to rid herself of her panties, for they were already soaked through. How dearly she wanted Ichigo there. She found herself yearning for it. Ichigo, too, felt the burning need to be inside of her. The throbbing in his pants had become a nuisance, and he had to relieve the uncomfortable pressure.

While one hand still held up her mammary, his other hand went to his zipper and tugged it down. His boxers were now the only thing causing him discomfort, and he moved to pull it over his eager erection. Yoruichi's hand was quicker and seized him. He glanced at her a moment before he dropped forward, plunging in between Orihime's soft breasts, finding himself suddenly caught in a binding kido spell. Not dissimilar to the bondage Rukia had him in upon their first meeting, Ichigo's arms folded behind him. Unlike Rukia's, however, Yoruichi's spell was much stronger and wouldn't be broken with sheer will.

"Damn it, Yoruichi-san! What are you doing?" he shouted at her when he pulled his face from his classmate's cleavage; Orihime didn't mind. With some effort, he managed to pull himself up to sit on his haunches. His teacher just smirked at him a while longer and tauntingly ran her tongue over the curve of Orihime's left bosom. The utter sensuality of it was enough to cause Ichigo's cock to jerk eagerly. Still, the matter at hand was his restricted arms. He fought against the spell and found his efforts futile. He demanded that Yoruichi release him, but she silenced him with the slightest touch of her fingertip on his lips.

With Ichigo quelled for the moment, Yoruichi addressed Orihime, helping her sit up. The left arm was released from the kido spell, and Orihime experimentally stretched it out so it wouldn't feel cramped. "Orihime," Yoruichi whispered as she took hold of the outstretched hand. When their gazes locked, the ebony woman licked the pad of Orihime's middle finger before directing it elsewhere.

Ichigo gulped when Orihime's fingers touched the rim of his boxers. "Inoue," he stammered as Yoruichi released the girl's hand to let her explore on her own. He wanted to tell her to stop, but he didn't think he could lie that well. With bated breath, he watched on as she caressed him through the boxers.

"Reach in," Yoruichi told her, idly stroking Orihime's thighs while her chin rested on her shoulder. Her eyes stayed locked on the fingers nervously touching the staff underneath the boxers.

Steeling herself for what was about to come next, Orihime held her breath, kept her gaze unwavering, and slipped her hand into Ichigo's underwear. The boy shuddered at the feeling when he was grasped and exposed for the women to see. Now witnessing it firsthand, Orihime took a sharp inhale, blushing immensely; she had yet to let go of the long and thick cock. "It's big," she exclaimed; Ichigo flushed modestly. Dazedly, her fingers drifted away from the shaft of pulsating muscle. She was not used to matters like these and didn't know where to go from here. That was where Yoruichi came in, taking the wavering hand in her own and placing it back on Ichigo's cock with a firmer grip. Concern flooded Orihime's eyes as she looked back at the instructor and organizer of this session. "Yoruichi-san?"

"Just stroke it," Yoruichi told her, slowly gliding Orihime's hand up and down the erection. The devilish gleam in her eyes caught Ichigo's attention. "He really likes it when you play with the head… like this." She showed Orihime just what she was talking about when her thumb went to the slit and rubbed it; some pre-cum rewarded the motion and made the crown of the penis shimmer.

Ichigo cringed at the feeling and did his best not to show how good it felt on his face. He gritted his teeth to bite back a moan, swearing to himself that Yoruichi wouldn't break him so easily, despite how easy it was for her before. However, the added feeling of Orihime's unpracticed jerks on him would wear him down eventually.

Orihime was now the sole holder of Ichigo's penis after Yoruichi drew away to watch her progress. There wasn't any doubt that she wasn't very good at this, for the cock was angled this way and that when she lost her rhythm; not that he complained. Several times, she did as Yoruichi instructed her and caressed the tip of his penis in a manner that made her seem like she was doing a chore. Yoruichi told her to loosen up and to have fun; Orihime tried, but was still clumsy sometimes.

Eight minutes went by, and the pulsating shaft was slick with patches of pre-cum that had been rubbed along itself length. Working with only one hand free from binding kido, Orihime felt her fingers and elbow cramping. The workout was tiring, and Ichigo had yet to ejaculate. At last, the red haired girl had to concede, dropping her aching arm. "I need a break," she breathlessly laughed to Yoruichi. She then beamed up at Ichigo and rubbed the back of her head sheepishly. "Sorry, Kurosaki-kun. You have… a lot more stamina than me." She looked to be practically on the verge of fainting from embarrassment.

Ichigo slapped on a sideways smile as a bead of sweat rolled down the side of his face. "Y-yeah. Don't worry about it," he told her.

Clapping hands brought attention to Yoruichi, who was acting like a teacher trying to get her class simmered down. "Very well," she said to Orihime. "You shall take a break, which means that Ichigo can get to work." Orihime felt the invisible bindings around her ankles vanish. Following Yoruichi's instructions, she moved her legs in front of her; Yoruichi positioned them correctly: bent upward and spread apart. Her sex would've been shamefully on display had she not been wearing panties, but Yoruichi quickly discarded those, slipping them down Orihime's shapely legs until they were completely off.

Orihime swallowed hard and looked down at her completely naked body. Her nether lips glistened with arousal, puffy and quivering in anticipation. Skillfully, Yoruichi's fingers traveled to that area and stroked her lovingly. Biting the corner of her bottom lip, Orihime squeaked a little. Yoruichi then used two fingers to spread her pussy for Ichigo to see; the cock bobbed appreciatively, and if Yoruichi hadn't known any better, she would've believed that he would've lost control and doused Orihime with cum without any contact.

"I think it's time for you to earn Orihime's attention, Ichigo," she told him. Without any tact in her voice, she bluntly said, "Eat her out."

"What?" Orihime suddenly struggled at the request. Her breasts swayed to and fro during her vain wriggling. All the better, Yoruichi thought; this would work Ichigo up even more. "Kurosaki-kun, you can't…!" She realized that whatever qualms she had with him tending to her pussy would be ignored, for the lust-driven boy was already bending over at the waist to get to her crotch. Unable to move much – the binding on her right hand was still in place – she could only pull away about half an inch as Ichigo descended his mouth on her.

Shivers shot up her spine when his lips brushed against that pearl of nerves. He gave his attention to it, suckling sweetly on it and flicking his tongue viciously. In a matter of seconds, he had the busty girl moaning and thrashing. Her thighs clamped on either side of his head, but he didn't mind. Like her, his hands were kept behind him – courtesy of Yoruichi – but he didn't need them. He drank from Orihime like a cat from a saucer of milk. Her cries had become louder, no longer caring if anyone else in the apartment building heard her. Impulsively, she grabbed Ichigo's head and urged him closer to her crotch, begging him not to stop.

Yoruichi found pleasure in just watching, as she had done when Ichigo and Soi Fon first explored each other's body. She caressed her own breasts, toying with her hardened nipples. Watching Ichigo devour Orihime's cunt, she moaned and suckled on her finger as though it were a cock. That finger, now coated with saliva, circled one nipple, and then traveled down further until she slipped it within herself. Definitely not as satisfying as the real thing, she thought as she glanced at what she could of Ichigo's cock, but the night was still young.

"Kurosaki-kun!" The name was repeated over and over by the delighted Orihime. Her hips bucked against him of their own accord, demanding satisfaction. He wasn't about to let her down and whipped his tongue wildly against the folds of her sex. His tongue eventually squirmed its way inside of her, which made her jump on her ass. The orgasms Yoruichi had bestowed upon her earlier that very same day could hardly rival the building climax of this one.

Yoruichi's mouth dawned on her left nipple, adding to the bonfire of pleasure. Orihime wasn't at all prepared for this and could only watch as her body was ravaged by two people at the same time. Her tit was bitten and licked while Ichigo ate her vagina eagerly; it was enough to drive the odd girl mad. And thus, she could not hold on any longer. Shuddering and crying, she came, releasing all the pleasure that had built up on Ichigo's tongue. He lapped at her juices as they flowed from her contracting tunnel. He had never seen a woman's pussy tremble so much during an orgasm when he pulled back. Orihime screwed her eyes shut and thrashed against the bondage, sobbing Ichigo's name. Yoruichi petted her vagina a while longer to prolong the experience. Her middle finger shoved into the undulating passage of Orihime's vagina.

When the orgasm was done, Orihime held her hand behind her to brace against the table, lest she wanted to fall over. The space in front of her was drenched in her fluids, making her blush profusely. Seeing Ichigo's lips and chin covered in the same substance made her turn even redder. "Sorry, Kurosaki-kun," she panted, unable to look him in the eye anymore.

Ichigo could only chuckle at her bashfulness; coming this far, and still having some problems with intimacy. Leaning over as much as he could without losing balance, he managed to swiftly kiss her lips, leaving her body's taste on them; she timidly ran her tongue out to capture the flavor.

"Well done, Ichigo," congratulated Yoruichi, patting him on the back. He gave her a skeptic glance, for things always came harder when she seemed overzealous. She looked at Orihime and said, "It's time to repay the debt, Orihime." She reached down and tugged Ichigo's pants and boxers further down so that all of his cock could be revealed to the redhead. Yoruichi cupped his testicles, making him shiver, and presented the whole of his sex to Orihime. "Time for you to learn how to give head."

Orihime perked up at this. "Give head?" She wasn't all that well-versed in sexual acts, and her imagination quickly ran away with her, picturing herself plucking off her own head and handing it to Ichigo like a gift.

Rather than explain, Yoruichi said, "Like this." She dropped her lips on Ichigo's shaft, adjusting her jaw on the way down. Her lips tightened around his tool, much to his satisfaction, and slowly drew up. She nursed on the head for a bit before lowering again and repeating the process so Orihime could watch and learn. Ichigo winced from the delightful feeling when his teacher playfully bit the head of his cock, and then glanced at Orihime; she seemed rather excited watching this.

What could happen, she wondered, from doing such things with her mouth? She hadn't exactly paid awfully close attention during her anatomy classes when lunch was right after it. Curiosity made her eager to actually take Ichigo into her mouth and have her go at pleasuring him. From the sounds he made, she could only assume that this caused him pleasure akin to what she felt when he rubbed her with his tongue.

The cock popped from Yoruichi's mouth, and she gave the crown a long lick before moving away. She smirked at Orihime while wiping a trail of spit from the corner of her mouth. "Simple, right?"

Orihime nodded, and that was all Yoruichi needed. Moving Ichigo forward and binding Orihime's hands behind her once again – Yoruichi had come to find it more entertaining when the two of them didn't have the use of their hands – Orihime finally was close enough to stretch out her neck and take Ichigo into her mouth. She wasted no time on this seemingly exciting journey and capped the tip with her lips. Always excited to taste new things, she thrilled upon gathering the pre-cum that had started to dribble from the slit. A taste only someone like her could actually love on first sampling.

Her eagerness was quite unexpected to both Ichigo and Yoruichi. Ichigo, after getting over the initial shock, groaned and closed his eyes when Orihime inched her way to the base. She got six inches in her mouth, forcing the seventh to fit in her throat after calming her gag reflex. Little space was given to her mouth now that it was filled with the thick erection, but she managed to roll her tongue about it, lathering him with saliva. When he jerked against her, she found that he responded the most when she licked the head where he produced that tasty fluid one drop at a time.

She may not have been good at giving handjobs, but she did exceptionally well with oral sex; Ichigo could attest to that. It must've been because of her appetite, causing her to swallow all sorts of things. His cock pulsed when he imagined what she would be swallowing soon enough. Thinking that something was wrong, Orihime looked up at him, cock still in mouth, and said his name into the penis. The vibrations of her muffled voice made him shudder in delight. He would've put his hand on the top of her head if he could to guide her. However, he could only encourage her verbally. "Keep going, Inoue. It feels really good."

Not needing to be told twice, she tried to take more of him into her mouth, spurred on by his praise. She fell short of eight inches, but that was to be expected of a first-timer. She drew back, the suction of her mouth overwhelming; the penis popped out from between her puckered lips when she finally pulled away. She leaned forward and stuck out her tongue as far as she could, tracing it from the base of the cock to the tip, where she removed the newest bead of pre-cum.

Before she could engulf the whole of the cock again, Yoruichi held her back. When asked why, she simply nodded toward the sac underneath the shaft. Her palm raised and cradled the duo of spheres, commenting that they were equally sensitive. "So I should lick them, too?" Orihime leaned in closer to inspect the testicles.

"Yes, men like it very much." Yoruichi lapped at one before taking it into her mouth. She did not suckle as greedily as she had with the cock, for she knew too well the vulnerability of men and this weakness. Following her example, Orihime took care of the opposite testicle, licking and sucking on the contracting skin. Ichigo was finally getting ready to burst, Yoruichi thought as she continued to tend to his balls while a hand reached up and stroked his shaft.

This pleasuring continued for a while longer, both women licking up and down his dick, taking turning sucking on it; few times, when their mouths were not upon him, Ichigo would watch as Yoruichi brought Orihime into fierce kisses. Immediately after the kisses would end, he would watch as his erection vanished into one of their mouths. He was quickly being brought to the edge.

Yoruichi knew too well the certain signs of Ichigo's oncoming orgasm: the sounds he made, how often he twitched, the direction of his eyes. Yes, he would always stare at where he wanted his cum to land before he actually came, as if taking aim and willing his essence to land in that particular area. He was watching Orihime's mouth intently while she worked on his shaft.

Orihime was surprised when she was kept from suckling Ichigo's cock again, unaware that it would've been the last time before he would've exploded in her mouth. She whined in protest as a drop of pre-cum was wasted when it fell from the tip. Even Ichigo begged Yoruichi not to take Orihime's gracious mouth from him so soon.

Ignoring both protests, Yoruichi eased Orihime to lean back against her. With the younger girl's chest thrust out somewhat, Yoruichi told Ichigo to do what he wanted. At this, only Orihime wasn't privy to what was about to happen, even when Yoruichi handled her breasts, parting them slightly. She was most surprised when Ichigo pushed his cock in the valley between her tits. Yoruichi then locked it in place between the globes of jiggling flesh.

Ichigo, without the use of arms, found it a little difficult to set a pace for the thrusts, but he managed all the same. The sounds of Orihime's shocked gasps were music to his ears, helping him dash to an orgasm. She stayed focused on the cock head that constantly approached her face before drawing back and disappearing in her cleavage. She could feel him swelling, wondering what was coming.

"Open your mouth" was what Yoruichi whispered into her ear. The Goddess of Flash had been kneading the huge breasts in her hands, squeezing and twisting her pink nipples. Wincing at the pleasurable pain, Orihime did what she was told, her tongue stretching out and mouth wide. When her gray eyes lifted to meet Ichigo's, it was to be his end.

"Inoue!" He cried the name as he thrust one last time between the soft vice, his sac retracting viciously. He came harder than Yoruichi had seen since he soaked Soi Fon after his first blowjob. The first shot was off by a few centimeters; half went into her mouth while the other part sprayed along her cheek and got a little in her hair. Orihime flinched and glanced back down at the member now gushing several rounds of thick, white fluid that she – with her unique tastes – found exquisite. The majority filled her mouth, but some haphazard shots shimmered on her cheeks and breasts.

Taking deep, ragged breaths, Ichigo fell back. He was exhausted, but relieved. Falling back, he had a goofy grin on his face while recovering his strength. His cock had wilted by this time, dribbling the last traces of his seed on his pants. Vaguely, he realized that Yoruichi's spell had been released.

Orihime stared at him, concerned for his wellbeing while jizz dripped off of her face. The pole between his legs had deflated, limply lying there. Such a shame, she thought, for she had found it most enjoyable to suck on it. Her gaze was brought away when she felt a tongue lick away a good portion of semen from her cheek. She watched as the white substance was taken into Yoruichi's mouth to be swallowed. The moment they faced each other, Yoruichi tenderly connected their lips to share the strong taste of Ichigo's seed.

When the kiss was ended and the portions of cum were swallowed, Yoruichi sat back. She gave Orihime a wicked smirk as her legs parted. "Ichigo is a little tired to go on," she mused. "Why don't we get him back in the mood, Orihime?"

"Uh, right," Orihime agreed without even knowing to what. The back of her head was grabbed in the next instant, and immediately, she was faced with Yoruichi's eager vagina. So this is what Yoruichi meant. Orihime wasn't about to protest, however; her 'teacher' had been kind, after all, instructing her in the ways of pleasure. Now she could return the favor. Without the slightest hesitance, she began to lick the pinkish folds of Yoruichi's sex.

Yoruichi shifted slightly with a slight sigh of pleasure. "Good girl," she murmured. She glanced over at Ichigo. He was barely able to turn his head to watch this erotic display. That was good; he should be raring to go in a few minutes.

Orihime found some delight in this, other than Yoruichi's growing moans of pleasure. She actually enjoyed eating another woman's pussy. Remembering how she herself was devoured by both Yoruichi and Ichigo, she constantly licked the sensitive spot at the top of the vagina. Yoruichi was much more used to the sensation and didn't lose control like Orihime had. Even as Orihime's tongue penetrated her and vigorously massaged her walls, she didn't do much other than sway her hips a little.

Despite her lack of reactions, Yoruichi thoroughly loved the way Orihime's tongue doted on her. The new student incorporated her entire mouth to generate different pleasures. Her teeth would sometimes scrape against the clit, or her lips would mesh against the labia in a sloppy kiss. She worked at it for several minutes, exciting Yoruichi with every passing second.

"You should take a good look at your little 'hime, Ichigo," Yoruichi half-moaned as she looked over at the boy. He was sitting up now, fully recovered and mildly stroking his now-hard cock at the sight. He didn't take his eyes away from the sight of Orihime diving into his mentor's pussy. "She's quite a quick learner when it comes to eating a woman out. I think she could be taught to do it better than even you." Ichigo rolled his eyes; her provocations wouldn't work on him.

Orihime had listened to Yoruichi's words and was quite flattered. It helped her eagerness, and she began anew with fervor. When Yoruichi's hips began to roll against her face, she could only assume that she was near completion. She had thought that she would be able to satisfy Yoruichi, but she was pulled away and flipped onto her back in the next second; she hadn't even the time to retract her tongue as Ichigo forced her legs apart.

"Kurosaki-kun?" She was startled to see him absolutely naked, sitting between her legs. Even more astonishing was that his erection returned, and looked even bigger than before. When he directed it to her sopping wet hole, she had to protest. "Wait, Kurosaki-kun! I think it's too big!" She couldn't reach him, though. He was too far gone in a haze of lust, though he had enough sense not to just shove himself entirely into her. She screamed when he finally pierced her, wedging into her, parting her virgin walls with his massive tool. When he broke through her hymen, she yelped and jerked against Ichigo, eyes watering with pain. Only Ichigo's lips sealing hers calmed her for the moment. He still moved into her until he was fully sheathed, but he did it slowly, gently; at least that side of him didn't vanish along with his senses.

The utter tightness of her – being the first virgin he copulated with – was pleasure enough. He buried his face in the crook of her shoulder, panting heavily. Her fingernails dug and raked across his back, but he didn't mind. Let her pain be shared with him, just as their pleasure was.

He adjusted himself a little, and then the pace began. Orihime was rocked with his short thrusts, the pain slowly being eased. When it was gone, she let him know by loosening her hold on him. A slow session of bucks picked up speed until Orihime could swear that she was getting friction burns on her back from the floor. She grunted and squealed as Ichigo fucked her, the entirety of his meat slipping in and out of her slippery channel. His name became the only word in her vocabulary as his tempo increased.

Ichigo, now being a man who was well-trained in sexual positions, altered their stances at random intervals to find which one Orihime would find most suitable. Different sounds came from her every time they changed. Sounds resembling shameful pleasure originated from her throat when he brought her on all fours and fucked her from behind. Watching her long hair flow over her back was most enjoyable, but Ichigo had to find the perfect position for them.

Eventually, they found the perfect spot, one where Orihime could learn by doing. She was on top, straddling him and bouncing on his lap. The rapturous smile on her face and the eagerness of her downward thrusts told him that she preferred this best of all. He liked it as well, for it gave him full access to her large, rolling tits.

But where was Yoruichi in all this? That was what Ichigo thought when he saw her purple head pop up behind Orihime, smiling devilishly. When Orihime paused in her bounces as though something startled her, Ichigo knew what was going to happen; his hands clamped on her waist and pulled her all the way down on him. Orihime, helpless between the two powerful Shinigami, was forced to bend forward, her ass jutting outward to Yoruichi and her purple strap-on.

The ex-captain produced a bottle of lube and poured the contents down the crevice of Orihime's butt, being sure to smear it well over the puckered hole. "Y-Yoruichi-san!" cried Orihime. "What are you doing?!"

"Getting you ready," the woman replied sultrily as she finished prepping Orihime's back entrance. "It would hurt without some lubrication." She stuck her tongue out of the side of her mouth as if she was working on some delicate process when she oiled up her appendage. "This dildo is a little special. It's from the Research and Development Bureau of Soul Society. It connects to the nerves of the user's vagina so that she can experience the pleasure she cannot with a normal dildo. It also releases antibodies that will prevent pregnancy, so you can cum in her as much as you'd like, Ichigo." She winked at him from over Orihime's shoulder. At last, despite Orihime's nervous protests, she pressed forward, breasts molding into the girl's back, and aligned the head of the phallus with her anus. "And the best part is, during an orgasm, it will release synthetic semen so you can enjoy the feeling of it filling your ass."

"No, don't!" Orihime should've learned by now that she couldn't sway the decisions of her two lovers. The tip pressed hard against the ring of muscle, and she pushed back with her bound hands to try to get Yoruichi away from her, but it was futile. She tensed when her body was invaded in such a private area. Behind her, she heard Yoruichi giving some strained grunts as she plunged her fake cock completely into her body. "It hurts!"

Yoruichi squeezed her eyes shut from the pleasurable feeling. So this is how a man felt… "You're unbelievably tight, Orihime. I don't think I'd be able to fit inside without the lubricant," she groaned before she was fully sheathed in Orihime.

Tears were running from Orihime's eyes. She hadn't expected to be taking two large cocks in her at the same time. It felt weird, unnatural even. Still, Yoruichi had not led her astray, and with a little willpower, she could ignore the pain for a time. Ichigo, eyes flooding with concern asked her if she was all right. Nodding, she began to rock her hips again, this time at a careful pace, as Yoruichi's penis did cause more discomfort. The lubricant did seem to help the passage, but it couldn't be relied on.

Though, with some getting used to it, Orihime found that pleasure could be found in anal sex. When both of her holes had been stretched enough, she began to move with the same enthusiasm before. She had committed her body to the absolute pleasure of Yoruichi and Ichigo, wanting them to be satisfied rather than herself. She called their names one right after the other, telling them how good they felt inside of her, how nicely they filled her. Her dirty talk excited Ichigo further. How badly he wanted to shoot his spunk into her… He bit down hard and tried to restrain himself.

"Your ass is wonderful, Orihime! It's squeezing down so hard, I can barely move in you!" Yoruichi was sweating profusely and flushed in the cheeks. While she may have had more sexual conquests than Ichigo and Orihime would ever have in their entire lives, this was the first time feeling the different sensations that came with a cock. Perhaps that was why she came first. The fake penis expelled hot shots of blue fluid resembling the thickness of semen into Orihime's rectum, allowing the girl to feel the warmth of it spread through her. She wasn't done, though, and extracted herself. "Turn your head," she breathlessly told the redhead. Orihime did so, closing her eyes and lulling her tongue out of her mouth, beckoning Yoruichi to cum all over her face and in her mouth. Yoruichi grunted and pumped her member as more ejaculate surged from the dildo of Soul Society. The warmth of it covered the left side of Orihime's face, and she lazily lapped at the fluid. Not as tasty as Ichigo's, but it would do.

Spent, Yoruichi fell back to rest. This was definitely something she could get used to, she thought as she stroked the rubbery penis as several more dribbles came out of it.

Filled and covered with cum, as well as Ichigo still pounding away at her pussy, was the undoing of Orihime. She fell against Ichigo and cried out as she came. Her inner walls contracted around Ichigo, and she forced herself onto his lap. "Cum in me, Kurosaki-kun!" she begged him. She slid her hips up until he almost popped out of her, and then drove right back down.

This was done over three more times before Ichigo's fingers dug into her ass and held her in place. He cussed in a hiss when he finally came. Bursts of white goo exploded into Orihime's womb, coating everything in white before inevitably spilling out from the sheer quantity; thank the heavens that Yoruichi's dildo would prevent pregnancy from happening, for the quantity of the sperm now swimming in Orihime would've ensured a successful child. Orihime's convulsing walls milked every last drop of burning seed from his pulsing erection.

After what seemed like hours of cumming, he was done. His cock deflated in her and slipped from her body, uncorking a torrent of cum from her. Orihime, breathless, rolled off of Ichigo to stare at the ceiling. What had she just done? Where would she and Ichigo go from here? What of Yoruichi?

Stretching out after a good rest, the ebony cat woman stood up. Proud and naked, she looked at her two students, shifting her weight to one side of her hips. "You two did well. I look forward to the next time we do this." In the blink of an eye, she reverted back into her cat form. "For right now, I have some work to do. Thank you, for the stress reliever. Ichigo… Orihime." Casually, she walked to the window, moved aside the curtains and opened the glass, and leapt out into the night.

Both Orihime and Ichigo sat up together. Confused, she looked at her dreary lover for an answer. He smiled weakly and shrugged. "It's always like that with her," he said. He yawned and lay back again. "Better rest up while you can," he mumbled. "There's no telling when she'll be back…"

Taking his advice, Orihime nodded and cuddled up with Ichigo. A shower could wait for an hour or two. Hopefully Yoruichi wouldn't pop up like last time. Orihime smiled coyly.

Then again…