There was a white flash; then… nothing.

"Ugh. Where the Hell are we?" Renji Aburai groaned, sitting up in unfamiliar surroundings. The grass was greener, the trees were taller, thicker and denser; the sky was clearer and bluer than any he'd ever seen back home. And everything was quieter. "How the Hell did we get here?" He rubbed his sore head, noticing his hair was out of its usual 'red pineapple' style. He looked over, expectantly, at his companions, Urahara Kisuke and Noba.

"I – I don't know," muttered Noba, not sitting up from where he was sprawled on the grass; his beloved mask in tatters.

"It looks like… I don't know," Urahara chirped, feeling around for his hat and cane.

"Well, that's just great," Renji growled, standing up and looking around. "Do either of you morons know what happened?" he asked, plonking down next to them after seeing nothing but green grass, tall trees and blue sky.

"Yes, I do," Urahara said, cheerily, finding his hat not too far away. "We were battling that Hollow and, somehow, instead of defeating it when you ran it through, we were somehow transported here – possibly in another world – after being exposed to a rare type of energy from said Hollow; the name of which I – currently – do not know." He grinned at the two redheads, not at all apologetic. In fact, he seemed rather pleased that this had happened.

"I hate you," Renji said, bluntly. "Next question to answer is 'where are we?' and then –"

"'How do we get back?' Yes," Urahara cut him off.

"Hm. So, get off your lazy arses and let's go! The sooner the better," Renji picked up his katana – amazingly, it was unscathed – and lead the way through the trees. Seemingly unfazed with it all, Urahara followed, picking up his trusty cane, dragging Noba with him.

Noba, used to the bickering ways of his two companions, let himself be dragged a little, until they caught up with Renji in the forest. He was a little scared, but knew he was with two men who'd come to his aide if he so needed them.

It was hours of walking before Urahara had finally had enough. They were getting nowhere and they hadn't eaten in who-knew-how-long. His feet hurt and he knew Noba needed to rest. Renji, however, appeared ignorant of his companions' discomfort.

"Renji," Urahara called; his usual good humour diminished.

"What is it, old man?"

"We need to rest and eat."

"Yeah? Do you see any food? Any beds?" He turned his head, looking over his shoulder, and gave a deadpan look. "No? Didn't think so. Let's go."

That was it. Urahara was tired and hungry.

Clonk.

He slammed his cane down on Renji's head.

"We're stopping," he gave no room for argument; slipping off his pack, he threw the two redheads a small packet of chips each before taking out a mysterious-looking box.

"What's that?" Renji grunted, his mouth full of chips.

"You'll see," was the cryptic reply.

Kisuke opened the box, pulling out a large piece of cloth. Next came what appeared to be three bedrolls, a tarpaulin and some poles.

"So..?" Renji asked, obviously unimpressed.

"So; I invented it!" Some of Kisuke's good humour seemed to be coming back. "It's a nifty little gadget. It's made to hold supplies for emergencies – like this. It shrinks the contents so they don't take up so much room, and aren't as heavy! I have here, three bedrolls, a tarp, and five poles to set up as a makeshift camp. The canvas is to lay on the ground to – hopefully – deter bugs and things; this," he pulled out another large tarpaulin, "is to keep out the weather and other bugs. Bugs that fly." He grinned, obviously pleased with himself. He winked at Noba's tired but happy face, making the Mod flush a little. Renji, however, was harder to please.

"Great. You got any more food in there?" Urahara sweat-dropped.

"No. Now get to work and help put this up."

"How, numbnuts? You've got no rope or anything to bind this all together… and no pegs to keep it up."

"Oh… hang on a tick…" he stuck his arm in, to the elbow, rifling around for something. "Ah-ha!" He grinned, pulling out some wire cable, pegs and small mallets.

"Super," grumbled Renji, snatching a mallet and some pegs; resigned to his fate.

Urahara just grinned and winked at Noba, handing him what he'd need.

"While you two do that, I'm going to go… scout the area," his face gained a devious look before he took off into the trees, obviously not taking his 'scouting' duties too seriously.

"I bet that arsehole isn't even doing anything! And he took his pack with all the food… my arse he doesn't have anything else to eat…" Renji grumbled, setting up his half of the shelter.

"I'm sure he's doing something worthwhile…" said Noba, gently, working on his half.

"Right. And I'm a woman."

"Are you?" The Mod Soul looked astonished.

"What! No! Idiot." Renji sighed, flopping the tarp over the poles, threading a cable through the holes. "It was a figure of speech." At the other redhead's flush of embarrassment, Renji's brain clicked. Painfully. "Noba… you do know the difference between men and women, don't you?" The deepened flush confirmed his suspicion. "Goddamnit! You mean… the old man never… you know… told you about the 'birds and the bees'?" He looked incredulously at Noba. The poor boy just blushed and looked at his feet. "Fuck, kid… you serious? Heh. Good luck with that." He chuckled, pegging down the cables and laying out the canvas under the 'roof'. "OK. Wrap the other tarp around the poles like walls… yeah. Good." He tied the 'walls' to the poles and crawled in to lay out the bedrolls. "Great. Now we just have to keep Urahara out and it's gonna be sweet…" he grinned evilly at Noba, noticing the still-present blush.

"Why d'you want to keep him out? He's the one who provided all this…" said Noba, crawling in behind Renji. "And he might have more food."

"Hn. Good point. Well… we can take his food and kick him out for the night. Lazy old bastard. I'm pretty sure he's in a tree, jerkin' off or something." At the embarrassed splutter from the boy next to him, he chuckled darkly. "Aw, c'mon, kid. Everyone does it. Don't tell me you've never 'spanked the monkey'?" Noba gave a confused shake of his head, his face as red as his hair. "Shit. How long've you been in that body and you still haven't reaped all the benefits? Do you even know how to toss off?"

Noba just shook his head, wishing to High Heaven that he still had his mask. He felt so exposed without it. He drew his knees to his chest and hid his face and arms in his legs. He was quite uncomfortable.

Kisuke sat in a tree, watching how things were progressing between Renji and Noba. He's seen the way the young Mod's eyes had been following Renji for the past few weeks that they'd been working together. It was obvious what was going on. He was experiencing his first crush. He felt so proud! Grinning, he took out his thermal-imaging binoculars and watch the person-shaped heats spots as they interacted. With his free hand, his pulled out a packet of popcorn. Let the show begin.

Shit. The kid's about to die of embarrassment… I should probably do something... Aburai shuffled over to the shame-faced boy and awkwardly pat his shoulder.

"Er… you ok, kiddo?" What the Hell am I supposed to say?

"F-fine, thank you," came the muffled reply.

"Ya know… you're not… the most stupid Mod Soul I've met…" Shit. That probably wasn't the best thing to say… he cleared his throat nervously. God, I'm a dickweed.

"R-really?" The hopeful question brought him out of his self-deprecating thoughts.

"Yeah. I mean… you're pretty good with a blade… that takes some sorta brain function, eh?" He gave a nervous rub to Noba's back.

"I guess…"

"See! There ya go! All better." He grinned, thinking 'job well-done'.

"B-but… I… don't know… never mind," the kid sounded defeated.

Renji sighed. "Look. I don't think it's a good idea for me to show you." He rubbed the back of his neck and refused to make eye contact with the boy.

"Ok…" was the whispered reply.

"Ok." He grumbled and snuggled into his bedroll, his back to Noba.

In his tree, Kisuke almost dropped his binoculars and popcorn. That idiot just passed up the opportunity to get with Noba!

Not only had he noticed Noba watching Renji, but Renji watching Noba.

He'd give them one more hour.

He heard a sniffle from the other side of the shelter. Aburai half turned over, wondering what was going on. He hoped the brat wasn't getting sick. The last thing he needed was to get sick in a strange world.

"Hey… quit the snotworks, kid. Some of us're tryin' ta sleep."

"Sorry." Noba's voice was soft and sad. It ripped into Aburai's heart.

"S'ok. You're… not sick, are ya?" He refused to admit he was concerned. "I mean… it's not the best time, eh?" He chuckled humourlessly.

"No. I'm fine."

"Oh. Right." He turned back over, his mind running a mile a minute. What's he sniffin' for? It's no big deal to never've fist-fucked himself… He can't be that sensitive… "What's up then, kid?"

"Nothing. G'night."

Renji didn't like being dismissed. Especially not by some sniffling kid.

"Oh no you don't!" He flipped himself over to face Noba, and crawled out of his bedroll, across the shelter. "You don't dismiss me like that, kiddo. I was tryin' ta help ya. Now… when someone offers their help, it's polite to say 'thank you' and graciously accept their services." He reached the nervous young man and knelt over him; his hands either side of the pretty face, his knees either side of the slim hips. "So… now that I'm offering my… services… what d'you say?" He grinned, bringing his face down, millimetres away from Noba; lips almost touching.

Ohh… Finally! Kisuke giggled with glee, shovelling popcorn into his mouth with one hand, holding his binoculars with the other. This looked like it could be interesting.

"What. Do. You. Say?" Aburai spread his legs a little, bringing his pelvis closer to Noba's.

"Th-thank you," he whispered, practically able to feel the older man's lips.

"Good," he dragged the word out, smugly, before bringing their lips together.

He didn't know what to do! He'd never been in a position like this! Nor any other, he thought dryly. He started copying the movements of Aburai's lips with his own, hoping he wasn't making a fool of himself. He liked it when Renji sucked his bottom lip, eliciting a small gasp. He really liked it when the Vice Captain took the opportunity to slip his tongue through his lips and glided it along his own, inviting it to play.

Tentatively, he brought his hands to Aburai's sides, holding him lightly; unsure if he was actually allowed to touch him.

The elder redhead suddenly sucked Noba's tongue, sending a jolt of pleasure straight to his groin. He moaned at the feeling, never wanting it to end. His hips bucked involuntarily, making contact with those above, creating a dry friction along both arousals. He gave another surprised moan, this time purposefully grinding his hips up and into Renji's.

Aburai groaned at the feeling of Noba grinding into him, holding him so shyly. He broke the kiss, bringing his mouth to a delicate ear, nibbling the lobe. An idea suddenly hit him, as he realised how new to this the youngster was. It'll keep it fun and educational, he mentally chuckled.

"Lesson the first," he growled, his voice rough with arousal. "Getting hard," he put his weight on one hand, bringing the other down to cup and squeeze Noba's crotch through the boy's pants, thankful that he'd not crawled into the bedroll. "Kissing and foreplay are great for that… or, just think of a sweet piece of arse," he smirked, giving the erection another firm squeeze, earning another moan from the very-stimulated man beneath him. "Lesson the second," he pushed himself up, freeing his hands, but still kneeling over Noba's hips. He could feel the heat radiating, even through both sets of clothes.

Kisuke groaned, palming his crotch; his popcorn lay forgotten on the branch next to him. As he watched through his special binoculars, he could see the heat between the two in the tent. The crotches of both figures were a deep red. It was hot.

He was close to taking himself out and jacking off right there in the tree. But he wanted to see what would happen next.

Noba felt his temperature rise significantly, as Renji Aburai knelt above him, 'tutoring' him in the finer points of sexual pleasure. He watched as the man removed his obi and yukata, revealing his toned, scarred torso. It was one of the most beautiful things Noba had ever seen.

"Lesson the second," repeated Renji, "Foreplay," he stood briefly, removing his pants; his erection straining against the material of his underwear.

Suddenly, he reached down and tore Noba's own pants from his legs, leaving him in his underwear and yukata.

"Wh-what're you –" he was cut off with Renji's hand on his groin again; rubbing him firmly through the thin cotton of his briefs. "Ohh…" he groaned, fisting the bedroll beneath him.

"You should get nekked," Aburai teased, crawling over him once more.

"Y-yes, sir," he muttered, removing the stifling items.

"Good. Shall we continue?" the sexy smirk on Renji's face promised Noba terrible, pleasurable things.

Renji admired the flesh that was revealed to him, as Noba shyly undressed. The old man did a bang-up job on this one – hello! Noba had just removed his underwear. You perverted old bastard, He appreciated the care and effort that had obviously gone into Noba's sex. It was long and thick; the head peeking from the foreskin, a nice, pink blush to compliment the pale skin of the shaft. The sac below was firm and heavy-looking, amidst the soft red curls. It all made Aburai's mouth water.

He let his eyes travel slowly along the lithe body before him, taking in as much detail as he could before he covered it with his own.

Noba's slim waist tapered into narrow shoulders, almost feminine; his limbs were wiry but obviously strong. Pale skin covered his little body; the pink, pert nipples matching the head of his penis, a beautiful contrast in colour.

He noted the faint blush from earlier had reappeared – and it went down the slender neck, to the feminine shoulders and stopped halfway down the smooth, toned chest. Cute, thought Renji.

"What're you staring at?" mumbled Noba, clearly uncomfortable. Aburai grinned, winking at the youth resting on his elbows, not giving a real answer. Instead, he ripped his own underwear off. The damned cotton was restricting him.

As he roughly pulled them down, his penis sprung free, bobbing slightly in the not-so-gentle, sudden movement. He watched as Noba's eyes immediately attached themselves to his prick, analysing it in that silent, efficient – almost creepy – way that so irked Renji sometimes.

"Quit it, kid." He grew uncomfortable as Noba seemed to memorize every detail. He knew it wasn't huge – average, maybe – but he thought seven and a half inches was adequate…

At his words, Noba shyly looked away, his blush deepening slightly.

"Sorry," he mumbled.

"No problem," growled Renji, oddly turned on by Noba's nervous awkwardness. He admitted – if only to himself – that it was kinda cute. He let his eyes travel along the sprawled body in front of him once more before aligning his own with it, gently rubbing, creating a soft, teasing friction. He rested upon his elbows, lowering his face to Noba's throat, licking along the carotid, biting softly upon the jugular.

"Mmn," a surprised, pleased moan chimed in his ears; small, slender hands made their way back to his sides; the slight pressure of the flexing fingers telling him just how much Noba liked being bitten – if the raging hard-on beneath his own didn't tell him, the squeezing fingers may have given him a clue.

Outside, Kisuke had silently left his tree, wanting to hear what was going on in the tent. And, it sounded like they were both somewhat shy. He felt like going in there and showing them just how it was done. But he let them be – for now – and peeked through the opening once more.

Renji's mouth on his was sublime; Renji's mouth trailing kisses and licks and bites down his body was wonderful; but Renji's warm, wet mouth on his penis was Heaven. Noba couldn't control the moans slipping from his mouth as Renji's engulfed his whole cock, slurping and sucking so expertly.

The tongue broadened and licked its way from base to tip, the lips closing over the head once more as though in an open kiss. He tried to keep his hips from bucking too much, but couldn't help it when the back of Aburai's throat closed around him, squeezing him so nicely, almost ripping his climax from him. But, before he was allowed to peak, Renji had sucked his merry way back up.

Just when Noba thought he'd felt all the pleasure Renji could give, a warm hand massaged his balls, sending bolts of delight to his core; building his pleasure, making the peak from which he would fall ever higher.

His moans and whimpers were wanton; his hips couldn't stay still; the bedroll in his fists was tearing and his whole body was on fire as his orgasm was torn from him; his semen flowing forth in a flood of ecstasy as Renji continued to suck and squeeze and roll.

Noba cried out his absolution one last time as Renji grazed his teeth gently along the throbbing vein, pulling just that tiny bit more from the sated Mod.

"Aburai…" was all he could pant, staring in wonder at the handsome man before him. He received a lusty grin in reply.

Aburai grinned down at the satisfied man beneath him. Never had he been with someone so needy; so wanton – so damned fuckable! He was looking forward to fucking that tight, virgin arse.

Urahara Kisuke stifled his own groan of appreciation as he smoothed his palm down his crotch for the millionth time that evening. He had to check his nose for blood before looking back through the 'door'.

Noba yawned; a lazy smile lighting his face.

"That was… amazing. Thank you, Renji…" he slipped off into a doze before the elder could open his mouth.

Aburai almost choked on his own saliva as he watched his bed partner doze off. He was still rock-solid. He groaned in frustrated despair, easing the ache with a gentle stroke. He needed relief but he didn't have the heart to wake up the kid.

Suddenly, he felt a body behind him, hot and hard – and naked. Large, strong hands roamed his torso, pinching nipples, caressing muscles.

"U-Urahara?" he gasped as a hand snaked its way to his hips; the thumb and index surrounding his aching arousal, yet never touching.

"Mmn… Renji…" the low, gravelly voice growled into his ear; the warm breath tickling him; the lips lightly grazing the shell.

"Wh-what're you –"

"Shh… let me take care of that for you…" the hand was removed from his groin and brought to the small of his back, pushing him forward so he was once more on all fours, right over a sleeping Noba. Before he could protest, he felt his cheeks being spread and the warm breath caressing his crack. Soon, soft lips were kissing their way down, along the crease of his arse, the stubble providing a tickling sensation that went right to his cock; the head now leaking pre.

"Look at this tight little hole… it looks as though it hasn't been used in so long… mmm… it's so small and pink… it looks delicious…" the husky voice was soft, but it made it to his ears easily; arousing him further with the dirty words it was spilling. He felt the lips reach his hole, a warm tongue sliding through them, touching the puckered flesh, tasting him. He felt his opening quiver at the touch, making him gasp.

It didn't help that all he could see was Noba's sleeping face. The soft red hair was slick with sweat, making it cling to the pale, beautiful face. The fiery lashes brushed a pink cheek, ever so gently… the fluttering lids hiding the bright green eyes he knew to be so expressive.

Again, the tongue tasted him; this time licking all the way along his crack, pausing briefly over the hole, pressing slightly, as though testing the ease with which it could enter. It was denied access, but did not give up. It soon returned, lapping furiously; pushing, wriggling and poking, trying to enter. The sensations running along his spine were almost too much. He had to touch himself. His hand made its way between his legs, his breathing shallow and ragged as he teased himself, rubbing a finger over the tip, his fingernail creating a harsh but wonderful sensation, making him moan.

At his one, involuntary sound, Noba's eyes shot open, gazing steadily at Renji; his look analytical. He smiled shyly, raising a hand to cup Aburai's face, the other slipping down to stroke the dripping arousal.

Behind him, Kisuke's hands were kneading his cheeks as the blonde's tongue fucked him, slowly working its way inside. He groaned, not knowing what to do with himself as Kisuke had his arse, and Noba his prick.

Looking down, he saw Noba's cock already hard and throbbing. He braced his weight on one hand once more, bringing the other down to rub and stroke the Mod's erection.

The slim hips bucked, the little hands on his penis stopped moving as he jerked the boy off.

"Nngh, don't stop… Fuck, kid… don't stop!"

"S-sorry," and the hands were back, sporadically pausing as the younger was caught up in his own pleasure.

Suddenly, Aburai felt a finger enter him, wriggling around, circling his anus and searching for his prostate. Finding it upon his low, guttural moan, the finger rubbed it, slowly, evenly, before it was joined by a second.

The two fingers circled the anal lining once more before they were completely removed. Renji moaned at the loss, his pumping motions ceasing, causing Noba to groan out his own frustration and buck his hips needily.

"Fuck… kid… I wanna be inside you… Fuck!" he gasped out the last as Kisuke thrust into him, sheathing himself in one.

Noba simply nodded, angling his hips to better receive his Vice Captain. The sight of this beautiful creature complying, giving himself so readily – so trustingly – was cause enough for another moan and curse as Aburai slicked his fingers with saliva, readying them to prepare Noba's hole.

Noba closed his eyes, squeezing them tight, as the first finger teased at his hole. The feeling was bizarre; pleasant shocks of stimulation went straight to his core, building him up to another orgasm.

The finger penetrated him; the feeling not quite what he'd expected, but good nonetheless. It quickly moved around, hurrying to make room for the second.

Behind Aburai, Noba could see Urahara waiting patiently – if a little strained – for them to prepare.

The second finger entered, stretching him so wonderfully. As they were thrust in and out and wriggled around, they hit a certain place inside him that made him writhe and cry out like never before. Again and again, Renji assaulted his prostate, causing his erection to throb and leak, before finally thrusting inside.

The head of the penis hit his gland, making the penetration bearable. But he was too stimulated from the fingers to really care about the slight sting.

Urahara held in an impatient groan as he watched Renji prepare Noba. It was the hottest scene he'd ever witnessed! He was buried inside Renji Aburai while the man finger-fucked Noba, who was squirming and moaning underneath them both, each cry of pleasure making him harder and harder.

Soon, Renji had entered the Mod; his gasp of appreciation for the tight hole turning Urahara on even more.

After giving Noba time to adjust, Kisuke thrust hard into Aburai, pushing the man into Noba even further. All three cried out at the pleasure, their cocks throbbing in anticipation for what was to come.

Soon, Urahara was pounding his arse for all it was worth. Renji loved it. Every other thrust hit his prostate, making him see stars after a while.

He was fucking Noba just as hard; the feel of the tight heat around him wrenching wanton sounds from his throat.

He slipped an arm under the younger, pulling him up, closer. His mouth latched onto the sweet little throat, sucking and biting just the way he knew Noba loved.

He could feel the boy's insides clenching, squeezing him; pulling his orgasm closer and closer.

Behind him, Urahara was gripping his hips, surely bruising him, fucking his arse raw. He felt the older man's body shift, bending over him, torso to back; the stubbled face near his neck.

"Look at you, fucking Noba… so hard. You're so horny… so needy. And you're taking me so well… you should see your perfect little hole swallowing my cock so prettily. Ohh, Renji… it's sucking me in… further each time…

"Watching you fuck Noba like that makes me so hard for you… for both of you. God, I'm so close… I want to come in your arse. I want to feel you squeezing me as you come inside Noba… look at his pretty little face… You're making it contort in such a hot way. He's so beautiful… do you like my work? I made him like this on purpose. He reminds me of you… So. Very. Fuckable… I gave him that pretty little prick, imagining what yours would look like as I fucked you… fingered you… did whatever I wanted to you… Look at him… he can hardly breathe… he's begging to come. Make him come…" The filthy words whispered from Kisuke's mouth drove Aburai crazy. His hips worked overtime; thrusting in and out, furiously, practically impaling Noba, making him bounce and cry out as every move stimulated him further.

The delicious look on Noba's face prompted Renji to grab his furiously-leaking cock and wank it harshly; the elder redhead intent on seeing the Mod come once more that night.

Soon, Noba was coming hard. The rough hand on his dick was exquisite. All the pre he'd been leaking provided a wet friction – exactly what he needed to finish him off.

He ground his hips furiously into Renji's hand and cock, pushing himself up on his arms, his back still somewhat supported by the Vice Captain as he kissed and nibbled wherever he could reach.

Renji's climax was ripped from him as he felt Noba's insides squeezing him in the boy's own orgasm. He fucked the greedy little hole as hard as he dared, his hips alternating between erratically driving into Noba and impaling himself on Urahara.

His arse was beginning to feel raw, but he didn't care. This was the best sex he'd had in a long time.

He came long and hard into the waiting passage; his cry of finality muffled in Noba's mouth as they hungrily devoured each other.

Urahara watched the two before him, his hips furiously pounding into Renji's arse. The tight, clenching walls of Aburai's anus were, indeed, sucking him inside. He felt as though his dick was about to be ripped off if he didn't come soon.

His own orgasm came when he caught a glimpse of Noba's face as Renji bit his throat. The look of absolute bliss sent him over the edge in a swan dive; landing in a pool of his own come.

The low, husky gasp of his completion rang through the shelter, his hips slowing, lazily gyrating against Renji, riding out the pleasure.

He pulled Renji from Noba by the hair, into a fierce kiss; needing to feel the soft, thin lips against his in the post-coital bliss.

The three men pulled apart, not caring about cleaning themselves of the come. They collapsed, next to each other, crashing asleep wrapped in each others' arms.

"Over here!" Ichigo called over his shoulder to Rukia. He'd found the shelter in the middle of the Daisen Tomb forest.

The idiots had gotten themselves blown up and over there when they'd been fighting that Hollow the day before. It'd taken ages to find them!

Ichigo marched over to the tent and barged in, intending to let them know just how much he didn't appreciate having to look for their sorry arses.

What he saw – and smelled – made him back out, leaving the sleeping men be.

"Er… it's nothing… let's keep looking. Over there!" He headed off in the opposite direction before Rukia could see what he'd found.

Shrugging, she followed silently.

-The End-

AN: For Werewolf Groupie! Because there isn't enough smut including these three! ;D I hope you like!