A.N.: This is part of my Monster Orihime series although this is more for giggles than the previous three entries.
Disclaimer: I don't own Bleach.
Warning: Lemon!

Orihime the Witch

Chapter One: The Transformation Spell

Soul Society; Archives

"Right here, Captain Ukitake?" Orihime asked as she carried a stack of books over to the captain, the white-haired man sitting at a desk.

The man smiled warmly at his lieutenant's friend before coughing a little. "Thank you very much, Orihime. I'm glad to have your assistance. I'm sorry to have you ask you for help," he said while scratching his head.

"It's okay, Captain!" Orihime happily said while smiling. "I know that Rukia's busy training your new recruits and besides, I'm supposed to be looking after you."

Chuckling, Captain Ukitake scratched the back of his head. "You didn't need to go to this much trouble. Captain Unohana is more than happy to lend me a healer for a while."

Orihime beamed as she went to go get another stack of books. "I know. But Rukia asked me to help you out for the day and to make sure you stay healthy."

The orangette had come to the Soul Society to visit her friend now that Ichigo had his powers back. After hanging out together like they always did, Rukia asked if Orihime could look after her captain since his health was starting to take a turn for the work. As it was, Ukitake was busy going through the archives for old information and Orihime volunteered to help him sort through the ancient tomes, leaving up some free time for his quarreling third-seats.

"Um…Captain?" Orihime inquired as she started to pick through the books from the list that Ukitake gave her. "What are all these books?" she asked, coughing from dust that had sat on the shelf for years.

Flipping a book open, Ukitake began to read. "Well…after the incident with the Fullbringers, the Head-Captain wants the records regarding powers inherited from Hollows so we can better understand their abilities. Kisuke Urahara gave us a small explanation but we're in the dark about so many things," he explained.

"Oh, okay." Orihime walked to the end of the aisle and started to rummage through a shelf of books. "Let's see…" she said, prying books one after the other.

And that's when she discovered…it.

Reaching into the back of the shelf, Orihime discovered a book that was laying on its spine, the dark cover blending in with the darkness surrounding it. Had Orihime not had removed the remaining books on the shelf she would never have found it. Orihime could tell that whomever put the book here wanted it hidden; it looked conspicuous.

Pulling it out, Orihime blew off the dust on the cover and held it up to the dim light to see. She flipped it open and looked down at the pages. The book appeared to be a manuscript, written on paper that was old and yet had aged well. The darkness of the library made it hard to see but Orihime could see strange pictures drawn on the pages along with diagrams and what looked like instructions. She flipped the book over to the title page and stared down. It read Majutsu. Orihime knew what the word meant in her native language.

It meant witchcraft.

"Captain Ukitake?" Orihime said as she brought the book over to the captain. "I found this weird book."

Looking up, Ukitake saw the book in her hands and raised an eyebrow. "Hmm…let me see that." Orihime handed him the tome and he skimmed through it, his expression becoming confused as he scanned the pages. "Strange, I'd thought these had all been discarded."

"Is it…bad?" Orihime asked, hoping she didn't just open Pandora's Box.

Shaking his head Ukitake looked up and smiled assuredly at Orihime. "Don't worry, it's not dangerous on its own." Closing the book he set it down. "Majutsu, huh? It's been a while since I've seen one of the manuscripts."

"What is it? A book on Black Magic?" Orihime inquired.

"In a way," Ukitake elaborated. He gestured for Orihime to sit across from him and continued. "Hmm…how should I put this…do you know the Soul Reaper's ability to use spells?"

Orihime nodded. "Uh huh, Rukia showed me her Kidō back when we were training together."

"Right. Kidō is the Soul Reaper's art of spellcrafting. It's been honed over the millennia since the Academy was formed. When Master Genryusai founded it, he and the original captains debated on what should be the foundations for Soul Reaper spells of the current generation." Putting his hands on the book, Ukitake looked down at it. "You see, Orihime, Soul Reapers have adopted many styles of spells over the millennia. Majutsu was one of those styles. It's ancient form of black magic. If I remember right it has much to do with summoning and manipulations. After Master Genryusai decided on what would serve as the foundation for modern-day Kidō the old methods died out." He tapped on the book cover." This manuscript must've been preserved in here centuries ago."

"Summoning?" Orihime inquired, flipping the book open and seeing a beast wrapped in flames on one of the pages. "From where? I thought the only place besides my world was the Soul Society and Hueco Mundo. Where do the summons come from?"

Ukitake tipped his head back and tried to remember. He wasn't very knowledgeable on Majutsu in the first place and what little he knew he'd learned a long time ago. "From what I remember correctly, there are small pocket dimensions that exist outside of the three worlds. I believe that the creatures summoned inhabit these regions." He turned back to the book and closed it. "I don't know much else about it. Why not read it and learn about it yourself?" he suggested.

"Me?" Orihime blinked. She looked down at the black tome and felt a shiver run down her spine; the archaic symbols on the cover made her a little wary. "Are you sure?"

The white-haired captain continued to smile. "It's alright. Think of this as just a piece of old literature. When you've read a little you can tell me some of what you've learned; I'd be delighted to hear about a little history."

Orihime figured he had a point. This was a book from times long ago and she'd be a liar if she said she wasn't interested, if only a little. "Okay. I'll take a peek after I get home."

Nodding, Ukitake set the Majutsu grimoire to the side and pulled out another list. "Alright, that's enough of a break. Let's get back to work."

Ukitake had no misgivings about giving Orihime the ancient manuscript. He figured that to her it would be just a book of drawings and odd text; the man thought it'd be useless to her if she tried to replicate any of the spells. Orihime, for all her special and unique powers, was still just a human and wasn't a Soul Reaper. In fact, he was doubtful that even proficient Kidō users such as Rukia or Nanao would be able to perform Majutsu. 'I'm not worried,' he told himself as Orihime left for the day, the book tucked under her arm. 'She doesn't know how to even channel her spirit energy like a Soul Reaper. She's in no danger.'

On that note, Ukitake was terribly mistaken.

Unbeknownst to the man, Orihime DID know how to regulate her spirit energy in the same manner as a Soul Reaper's; Kukakku Shiba's spirit orb training had revealed that tiny bit of information. So when he'd given Orihime the book he'd no idea that she would try to use one of the spells in a fit of curiosity…and would succeed.

Later the next day….
Orihime's apartment

Orihime sat down on her couch and sighed in relief. She'd returned from the Soul Society and had gone straight back to work at the bakery. Her muscles ached from having to carry crates of flour and she was relieved to finally come home and take some much needed rest.

As she lay on the couch, her eyes flickered to the book that was on the coffee table, its black cover heavily contrasted the soft brown wood. Orihime shivered again as she looked at it. It felt so mysterious and so ominous just to look at it. She knew that Ukitake let her have it but part of her wished she'd left it in the library.

'Witchcraft? I wonder how different it is from my Shun Shun Rikka or Rukia's Kidō…' she wondered. That wonder whispered to her and nagged at her for several minutes before finally curiosity got the better of her. She thought of herself as a witch brewing potions in a cauldron and the idea was a cool thought to her.

Getting up, she brought the book over to her and flipped it open to the first page past the title. The book had been written by hand but even though it'd been centuries or perhaps millennia since its inception the ink was remarkably well preserved. Orihime hummed as she struggled to read the page; the book was in an older dialect than what she knew. Eventually she made progress and saw that it was a spell on how to alter one's attire. The image on the page showed a woman in a dress that transitioned to a black cloak and hood.

"Huh…this isn't like Rukia's Kidō at all," she said. She'd never heard of a Soul Reaper spell that could change clothes. "This must be really different from what Rukia and Renji use."

Memorizing the incantation on the page, Orihime stood up and walked to the center of the room. She looked down at herself and hopped that she wasn't about to make a fool of herself. Orihime closed her eyes and thought about what her clothes should turn into. "Well…it is Witchcraft so maybe something like a witch." Putting her hands together, Orihime started to focus her spirit energy, closing her eyes as she began the Majutsu incantation.

"Thread of black, the air sings the hymn of transgression. The heart sheds its cocoon and emerges anew: Mōfingushiriku!"

Orihime's clothes pulsed as her spirit energy entered the fabric, reshaping it into a new outfit. When she opened her eyes, she stepped into a full-length mirror to look at her new clothes. Orihime squealed in delight as she saw that the spell had been successful. "It worked!" she said with glee before realizing how revealing her new outfit looked. Her cheeks became pink as she got a good look at herself. "Wow…I think I went a little overboard…."

Her outfit now resembled the outfit she'd worn when she'd been forced to join the Arrancars albeit with a black witch hat on her head. However, the arms had no sleeves and there was a large hole in chest which exposed some of her cleavage. The outfit exposed a lot of her stomach and her lower half consisted of a black skirt that exposed her hips. "Wow…I think I've been spending too much time with Rangiku," Orihime said while blushing at the new her.

Taking off her pointy hat, Orihime sat back down on the couch and examined the book again. Her interest had gone through the roof now and she was ready to explore all of the book's secrets. She flipped a few pages after pushing past a section about mental manipulations and saw a section of the book on transformation. "Oh!" she gasped when she turned to a page that showed a girl becoming a cat. "I wonder if this is how Yoruichi turns into a kitty."

She read the book carefully to make sure that she didn't permanently turn into a cat. She was relieved to read that the transformation was time-based and would end after a set period of time. Reading the incantation, Orihime began to read it out loud. As she spoke she felt the thrum of power beneath her skin.

"Feet of speed shall become claws of fury, the skin becoming a coat of iron. The fury of the beast shall dwell with my breast and-"

Orihime's incantations were interrupted when she heard a knocking at the door. "Orihime? You in there?"

The girl was interrupted and stopped speaking the incantation. "Oh, hey, Tatsuki," she called out, getting off the couch. "I'll be there in just a min-"

POOF!

In an instant, Orihime was engulfed in a bright burst of smoke. Tatsuki opened the door and stared in alarm as she saw the smoke in the middle of the room. "Orihime, are you okay?" she called out, afraid her friend had accidentally set something on fire.

Coughing, Orihime stepped out of the smoke and opened a window. "Hey, Tatsuki. Sorry about the smoke. I was trying to use a…" she stopped when she noticed Tatsuki staring at her with her jaw hanging. "What?"

"Orihime…" Tatsuki gaped as she tried to comprehend what she was seeing. "What…on earth…happened to you?"

"What do you meAAAAAAAAANNNNNNN!" Orihime shrieked at the top of her lungs when she looked down and saw that her hands had become paws. "What?! What is this?" She looked down at herself and saw that she'd transformed into a cat.

Or rather, she partly transformed.

Her hands and feet were now paws and she was covered in white fur. From atop her head twitched two small cat ears and she felt the swish of a tail from behind her. "I…I transformed!"

Tatsuki slapped herself to make sure she wasn't dreaming and realized she wasn't. "Orihime, why are you…furry?" she asked,

Calming down, Orihime realized where she went wrong. Tatsuki had interrupted the spell halfway and because of that Orihime had only completed half of the spell, creating only a partial transformation. Sitting down on the couch, Orihime explained everything to Tatsuki. Tatsuki listened to her friend, all the while staring at her friend's transformed body and her new attire.

By the time Orihime finished her explanation Tatsuki could only facepalm in dismay. "Orihime…" she started, "You're reading a book on witchcraft! You should know better than to play with fire."

Orihime looked at the floor ashamed, her ears twitching. "I'm sorry. I just got curious, that's all."

"You know that curiosity killed the...never mind," Tatsuki said, not wanting to rub it in. She laid back against the couch and sighed. "You said that the spell was set on a timer, right? So how long do you have?"

Stretching out her furry limbs, Orihime yawned before looking at the clock. "I think I'll stay like this for about an hour." She leaned back against the arm of the couch. "I feel kinda funny…."

"Yeah? Well having a tail does that." Curious about her friend's furry body, Tatsuki reached out and ran her hand against Orihime's stomach, giving her a belly rub. Orihime let out a purr and laid back while her best friend rubbed her tummy. "That feel good?" Tatsuki asked.

"Yeah…" Orihime purred, her arms and legs curling just like a cat's. "Tatsuki…I feel…itchy…."

"Itchy?" Tatsuki stopped her rubbing and wondered what was wrong with Orihime as she started to writhe against the couch, her expression flushed. "Are you okay? Does it hurt?" she asked out of concern.

"I feel hot…and my skin feels all itchy…" Orihime panted, her head starting to go light. She looked at Tatsuki and felt a carnal urge burn through her. "Meow…."

Tatsuki blinked as Orihime pounced on top of her in an instant, pinning her against the other side of the couch. "Orihime?" Tatsuki gasped as her friend started to nuzzle her face against her neck. "What are you doing?" Her eyes widened when she felt Orihime's paws push against her breasts. She tried to push Orihime off of her but the catgirl kept her pinned. "Knock it off, Orihime! You're starting to act like Chizuru!"

"Mmmhh…" Orihime moaned as she nuzzled Tatsuki's cheek. "Tatsuki, you smell nice…it's making the tingly feeling inside me feel good…."

Tatsuki was about to use her great strength to force Orihime off of her when her best friend did the unthinkable: she kissed her. "MMMMH!" she gasped as Orihime pressed her lips against hers and claiming her first kiss. Orihime took advantage of Tatsuki's surprise and started to explore her best friend's mouth, her tail swishing eagerly as she made out with Tatuski.

When Orihime pulled away Tatsuki saw how flushed and heated her friend's expression was. Her eyes flicked over to the calendar on the wall and she came to a sudden realization as soon as she saw the date. It wasn't just Orihime's outward appearance that had become catlike; her biology itself had morphed along with her. 'She's a cat…and it's springtime. Of course she's acting strange. She's a cat in heat right now!'

As if to prove Tatsuki's theory, Orihime tore off her top, not caring that she was ripping off her new clothes. Tatsuki stared at Orihime's bouncy cleave. Though most of her body was covered with fur, her breasts were the exception. Orihime bit down on her lip as she ran her paws across her breasts, teasing her hardened nipples. She looked down at Tatsuki and her mind became rife with lewd imaginings. "Mrrrow…" Orihime growled before her claws extended and she started to tear at Tatsuki's clothes.

"Hey! Orihime! Stop!" Tatsuki said. She tried to struggle but with Orihime's sharp claws she didn't want to risk getting hurt so she had no choice but to lay there and let Orihime rip her top to shreds. "Ori…hime…" Tatsuki muttered before her best friend kissed her again, their tongues melding together as Orihime's breasts pressed against Tatsuki's. The black-haired girl could feel her friend's nipples rub against her skin and she felt the stirring of desire inside of her.

This time Tatsuki gave in to the kiss, her hands going up to run along Orihime's furry back. She knew that her friend wasn't acting right and figured there'd be no harm in letting Orihime's primal instinct run its course. 'Better me then Chizuru,' she thought. When Orihime pulled away for air Tatsuki leaned up and kissed her, her tongue slipping into Orihime's mouth.

The two friends lay on the couch making out while their bodies started to rub together. Orihime's tail curled in delight from the feel of her friend's tongue touching hers. She'd always wanted Ichigo to be her first kiss but right now she didn't care. This burning urge inside of her needed to be satisfied and here was Tatsuki ready and willing to give her what she wanted. Her legs rubbed together and she felt her underwear beneath the article of clothing start to get wet. Even Tatsuki could feel her body heat up and arousal started to take hold of her.

Soon the couch became too cramped for the two friends and Orihime sat up. With strength Tatsuki didn't even know she had, Orihime wrapped her arms around her and lifted her up, the catgirl carrying her friend all the way to the bedroom; the entire way her lips never left Tatsuki's.

The transformed Orihime laid Tatsuki down gently onto her bed, purring as she pressed her lips against her friend's soft skin. Tatsuki giggled as Orihime kissed her ticklish spots while kissing her way down her front before turning her attention to her breasts. While Tatsuki wasn't as well-endowed as Orihime, she was still considerably big and the make-out session from before made her pink nipples hard.

Tatsuki stuck a finger into her mouth and lightly bit down on it as Orihime started to suck on her breasts, mewling into her friend's tit as she eagerly licked and suckled the tender areola. The fighter laid back on the bed and arched her back as Orihime kept sucking on her breast. A moan left her lips as she started to get into it. "Orihime…" she cooed as Orihime switched to her neglected tit. "Milk's not gonna come out, you know…."

"Mmmh…" Orihime moaned, her tongue lapping at Tatsuki's tit. 'Tatsuki tastes so good.' The catgirl took her lips away from Tatsuki's breast and stood up. Tatsuki looked up and saw Orihime lick her lips as she stared down at the half-naked Tatsuki before pulling down her skirt, stepping out of it. She peeled off her black panties and dipped a knee onto the bed, naked as the day she was born. Like her breasts, Orihime's womanhood was the only other part of her body not covered in fur. Tatsuki pulled down her pants and quickly tore off her underwear as well, beckoning for Orihime to join her.

Feeling her body become burning hot, Orihime crawled on top of Tatsuki. Her tail swished back and forth as Orihime started to hump her body against Tatsuki's. Orihime licked Tatsuki's cheek before she slid down her friend's body. Tatsuki gasped when she felt something hot and wet touched her pussy. Looking down she saw Orihime's head between her legs, her cute ears twitching while she tasted her frine'ds womanhood. Having never known how good letting a woman eat her out could feel, Tatsuki gripped her friend's head and pulled her legs back, moaning Orihime's name all the while.

Orihime was in heaven. The taste of Tatsuki's juices was something she was fast becoming addicted to. Her pink tongue eagerly licked at Tatsuki's dripping folds. Her ears took in Tatuski's moans and it spurred her on. She was feeling so good right now that all she wanted to do was to make Tatsuki feel the same way. Her paws spread open Tatsuki's lips, revealing her pink hole to her. Smirking, Orihime eagerly pressed her face against Tatsuki's muff to eat her out.

"Ah! Oh god!" Tatsuki moaned, her lower half arching. "Orihime! Don't stop! Please don't stop!" Tatsuki moaned. Her smooth thighs trapped Orihime's head between her legs though Orihime didn't mind it at all. Orihime ran a paw up Tatsuki's toned belly while her tongue explored the depths of Tatsuki's pink womanhood. Thanks to her animal transformation Orihime's senses were cranked up to eleven. The smell of Tatsuki's scent made her head spin. The sound of her moans caused Orihime to become emboldened to make her moan louder. Her taste made Orihime's own womanhood wet.

All the black-haired girl could do was moan and writhe as her best friend ate her out. Soon she began to feel a growing sensation spread out throughout her body. "Ohhh! OHHHHHH!" she moaned as loud as she could, her body tensing up as the sensation overwhelmed her. "OHHHHHHHHH!"

Orihime greedily drank her friend's juices while Tatsuki experienced a heavy orgasm, now addicted to her taste. Her tongue flicked against Tatsuki's clit, making the girl squirm and groan in ecstasy.

Panting, Tatsuki lay back and tried to steady herself. She'd never experienced anything that amazing. The ceiling seemed to spin before she finally got a grip. She sat up and saw that Orihime was on her back, rolling around in heat. "Tatsukiiiiii…" she moaned, her body feeling like it was on fire at this point.

Knowing how bad Orihime must be in heat, Tatsuki crawled over to Orihime and settled her down. Tatsuki kissed Orihime's furry belly before laying on top of her transformed friened. She kissed Orihime and tasted her own juices on Orihime's tongue. Orhime melted into the kiss before she felt something hard press against her knee, gasping in surprise. Taking her mouth away from Tatsuki's, Orihime clung to her friend as she rubbed her knee against her aching honeypot.

Soon the moans Tatsuki had let out were replaced with Orihime's. The transformed Orihime purred and moaned as her friend pleasured her. "Tatsuki…." She felt a bubble inside her stomach and could feel it on the verge of popping. Her slit-pupil eyes widened when Tatsuki's' knee touched her clit, making her sensitive body snap. "Ohhhhhh!"

Tatsuki watched Orihime's face twist with pleasure and had to admit the fact that watching Orihime in the heat of passion was one of the greastest sights of her life.

Panting, Orihime pawed at Tatsuki's breasts. "More…."

The girl on top of her smiled. This was going to be an interesting hour….

An Hour Later….

Tatsuki smiled down at Orihime, who was curled up into a ball purring in contentment. The two had been going at it until the room stank of sex. Tuckered out, Orihime curled up into Tatsuki's lap and let her pet her ears, her tail curling along with the rest of her. Tatsuki looked up at the clock and wondered when Orihime's time limit was up when the girl glowed gold.

POOF!

A quick puff of smoke revelaed Orihime as a normal human again. Sitting up, Orihime yawned from exhaustion. "Wow…that was…that was…." She looked over at the naked and sweaty Tatuski before remembering what they'd been doing. "OH MY GOD!" she covered her face in her hands and turned away in shame. "Tatuski! I'm so sorry! I wasn't thinking and-"

Tatsuki patted her back and gave a small smile. "It's alright, Orihime. You weren't yourself." Orihime got dressed and gave Tatsuki a spare pair of clothes. They walked back into the living room and Tatuski pointed at the book. "I'll make you a deal: we don't speak about this if you get rid of that."

Orihime nodded quickly. "I promise! I'll give it back to Captain Ukitake as soon as I go back to the Soul Society."

Nodding, the two left the apartment, leaving the book on the counter. Orihime put it out of her mind…but she'd no idea she'd be flipping it open again soon enough….

To be continued

Next Chapter: The Love Spell