First time on Fanfictions...so please review...don't own characters.

::Chapter one::

As usual, Ichigo was sprawled out on his bed, and Rukia was tucked up in the closet. It was just after midnight, and Rukia was sleeping deeply.

A thunderclap crashed against her ears and she bolted up, terrified. The noise hadn't wakened up her roommate; he only groaned and rolled over. Rukia, on the other hand, was looking around, frightened. What was that noise?!

A second clap boomed out and she cried out and hugged herself, but of course didn't see anything.

But she had woken Ichigo. Annoyed, he sat up, grumbled to himself, and reluctantly slid open the closet door. Rukia started and was about to scream when Ichigo quickly covered her mouth, seeing what she was about to do. "What are you screaming at?"

She only stared up at him, relieved. Had he been making that noise?

Ichigo removed his hand and yawned. He saw how she clutched at her sides and asked, "What's wrong? You're—"

There was a third smash and Rukia flinched, instinctively grabbing out at Ichigo and pulling herself into his chest. He stiffened, confused and alarmed, then realized what was wrong. "Are you afraid of the thunder?" He tried to remove himself, but Rukia looked up at him and he blinked. She looked really scared—he had never seen her like that before.

"W-we don't have this at the Soul Society…" she whispered, her voice weak. "What is that?" Flinching again as the thunder sounded again, she decided that it had to be evil, to make her feel so helpless that she needed to hold onto her (sometimes) friend.

"Don't worry, Rukia, it's a type of weather. It can't hurt you," Ichigo said, wishing that she would release him. He slept shirtless, so of course this made it all the more awkward for him, though Rukia was too frightened to notice. He wanted to go back to sleep.

"I'm not to sure!" she whispered. No way could he not be even a little bit nervous!

"Rukia, I promise it won't hurt you, so please go back to bed," Ichigo grumbled, then hesitated. She had thrown a furious and yet pleading look at him, and her form trembled against him. "Look, if you're really that scared, just sleep in my bed," he offered.

Rukia shook her head and said in a shaking voice, "No, I'm going so low as—"

Thunder boomed, and she cried out, throwing herself completely at him. Ichigo stumbled back a bit in surprise, but hurriedly wrapped an arm around her so she wouldn't fall. "Don't kid yourself, Rukia. And what do you mean as 'so low as'…?" he grumbled, shifting her against him.

She felt like an idiot, but it was better than being alone in a dark, tiny room. She allowed him to gently set her on the bed, struggling not to flinch as lightning danced across the window. Ichigo sighed and slipped into the bed, making sure that he didn't touch her. Even with his eyes closed he could tell that she was trembling, feeling it through the mattress.

Trying to distract herself, Rukia asked, "I-Is it always so freezing?" In the closet, she was always warm, probably because the closet was tiny.

"Yeah," Ichigo grumbled, "but you get used to it."

Rukia could tell that he wanted to go to sleep and kept her mouth closed, and her eyes. Which she immediately realized was a pointless action as once again thunder barreled through the room.

With a small cry Rukia closed the distance between them in the time it took to blink, pressing herself into his chest as if he could block out the horrible noise. Ichigo sighed, getting annoyed. But what could he do? He wouldn't yell at her for getting scared, and it was only a knee-jerk reaction to reach out.

"Are you going to keep doing that?"

No answer.

"Look, if you are, here—" Ichigo quickly flipped her so that her back was facing him and settled one arm over her. "Better?"

She responded by scooting as close as she could against him, her small hands holding tightly to his arm. Rukia no longer cared about how embarrassing this was, all she wanted was to feel safe. Curling up her knees, she nodded, saying, "Thanks."

Ichigo only scowled, horribly embarrassed. His arm ran over her hip, and Rukia's hands had pinned his own by her so it brushed her breast. And, to top it off, every time thunder sounded Rukia would press against him, squirming. Her whole body would grow tight, her shoulders drawing in close to her body and her hands squeezing his, not to mention that she would pull it into her chest. She would so that for a few seconds, Ichigo electrically aware that her behind ground into his hips, then relax. Ichigo lay by her side stiffly, his face red.

He didn't know how much more he could take, and when he glanced at the clock, it showed him it was only two in the morning. So that was two hours of pure torture, and about four more hours of sexual tension building up in his body. Ichigo didn't know what would be worse, having her doing that throughout the night, or if she fell asleep, leaving her completely defenseless and lying against him with the feeling of her body against him branded firmly into his head.

After another thunderclap (Ichigo silently and furiously demanded how the hell the storm was still going strong) he gasped, "Rukia, don't move around so much!"

"I can't help it," she said apologetically. "It still scares me!"

Hoping that it would help her, he shifted and let his head hover over hers, humming a soft lullaby. Rukia sighed and titled her head towards him, a small smile on her lips. "That's nice," she whispered.

"It helped my sisters sleep when they were little," he said, feeling relieved at the weariness he heard in her voice. He kept humming, and after a few minuets not even the thunderclaps stirred her. Smiling, Ichigo let himself relax. He helped distract himself by continuing to hum the lullaby until he himself slipped into sleep.