Well for those of you who have stuck around for the longest gap yet in this story please hear the following excuses.

I recently moved out, (Hells yea!) and it has taken me a little while to get back online.

Many of you may also be experiencing the horror of upcoming college exams. Not to say it isn't tough in high school as well.

I was somewhat torn between directions I could go with this story.

I was lazy. (so sue me… wait plz don't) XD

Okay now that that's out of the way I would like to thank my reviewers. I was able to check up on my reviews from school, but was unable to continue the story save through my head. For you diehard Ichigo/Rukia fans please stick through this chapter. Okay and again… ENJOY!

Standard Disclaimer: I do not own Bleach. (Do they have to rub it in?)

Chapter 3: Everyone loves a Festival

Ichigo awoke to the noise of scurrying feet and… singing? Ichigo rolled out of bed intent on beating the source of the one bellowing words tunelessly (his father) over the head with something very solid. As his feet hit the floor he caught a glimpse of a pair of dark eyes retreating into his closet. The closet door quickly following them.

'Was she watching me?' The thought entering his mind for a moment. 'Well she hasn't spoken more than a few words to me since we left that damned store…'

Flashback

Rukia stepped out of the changing room a dress in hand, and walked to him. She was noticeably avoiding his gaze. "I picked one. Let's go."

He nodded and walked with her to the cashier silently thanking her for the quick escape from what he now considered the closest place to hell he had yet been. He paid for the dress trying to act as if nothing embarrassing had just happened, and quickly left the store. He was not one step outside it when he bumped into something strangely soft.

"I-Ichigo?"

He looked down and saw a very pretty girl with red hair staring up at him. "Inoue?"

Inoue took a very cheer full bounce upright. "What are you doing in a clothes store Ichigo? …A women's clothes store…"

"Well I was just ah…" Ichigo found himself in one of the few situations he was left speechless. He watched as Inoue's curious gaze moved from himself to his right.

"Kuchiki-san." Ichigo turned to Rukia who was doing an excellent impression of a dear caught in the headlights. Her eyes however were turned toward Ichigo. Their moment of shock was cut short by Inoue's falsely cheerful question.

"Were you two here… together?"

"No!" Ichigo stated a little too forcefully. "I just saw her in here a moment ago." He turned to Rukia to back him up on him up as she usually did when they were caught spending too much time together. However, as he turned he only caught the sight of her back turning the corner in the direction of his house.

End Flashback

'Why did that make her so upset all of the sudden?' In his defense he had noticed a sudden change in Rukia's behavior recently. The way she would become quiet and solemn when certain subjects were mentioned. The way her eyes would linger on him when she believed he wasn't looking. 'She couldn't actually like me… that way. She's like… God I don't even want to know how old, and she's a shinigami! She would never have those kinds of feelings for a guy who's barely a man!' These were the things he often told himself when he caught himself thinking about her, or noticing her scent when she lingered near him for too long. The thoughts of pummeling his father long forgotten he moved to the closet and tapped the door in his usual fashion.

"Oi. Rukia." No answer. A grin crept across his face. Well he knew how to get a few words out of her. "Yuki is making pancakes today. But if you want to sleep in I'll actually eat that extra helping she makes me instead…" Suddenly the door shot open, and he was met with the wide-eyed face of Rukia only a few inches from his own.

"Pancakes?" She asked hopefully wearing an expression that would put an 8 year old's face as they saw the pile of presents under the tree Christmas day to shame.

His grin fell as he thought not for the first time how someone who's sole occupation was to slay Hollows could act this way when confronted with something as simple as pancakes. This was at least a huge improvement from the sulking Rukia from the night before who refused to speak to him. She had shut herself in his closet insisting she was tired and wanted some sleep.

"Fine. I'll bring you some." He told her dismissively as he walked out his door. He was silently thanking Yuki for keeping their mother's tradition of making pancakes the day of the midterm festival alive.

Rukia's thoughts continued along the same lines they had followed since the previous day.

'Why is this affecting me so much? I was a fool to believe anyone could have feelings for some Shinigami in a faux body. Just because of what happened in that stupid changing room how could I believe He would ever pick me over a girl like Inoue.'

She put on a hasty mask and tried to keep her thoughts on the upcoming pancakes as the door opened. Ichigo strode in and set one of the two plates in front of her. She didn't fail to notice that she was given the larger stack of pancakes.

"Thanks." She chimed before digging into the pancakes like a mad man. Ichigo just nodded watching as she stuffed inhuman amounts of food into her mouth and attempted to chew it all. Ichigo laughed as he observed her struggle.

"Wwa o' unee?" She tried to ask indignantly which only caused him to laugh louder. She managed to swallow the offending food looking annoyed with a faint blush on her cheeks. "What's so damn funny?"

Ichigo managing to slow his laughter somewhat replied. "You looked like one of those squirrels on that ridiculous 'Chappy the rabbit' show you watch (I really have no idea if they have squirrels on that show :P). The image of said squirrels fleeting through her mind she could hardly control her own laughter at the reference of her favorite show.

'There aren't many people who can make me feel better like this.' She thought to herself as she continued eating her favorite breakfast (granted, at a much slower pace).

The rest of the day fleeted away and Rukia felt much better by the end of it. She was currently battleing her newest nemesis (her new dress) in the closet. Sounds of turmoil and light cursing were not missed by Ichigo who had long changed into a set of nicer clothes. Finally she emerged. Skirt riding a little too high, Top a little too low, and exposing entirely too much skin for the young man watching her attempting to straighten her outfit.

'It's the same dress…' he mused to himself. 'At least she managed to put it on right this time.' He kicked himself for feeling a little disappointed that she managed by herself. He quickly busied himself slowly putting on his jacket to avoid revealing the blush which had no doubt chosen that moment to present itself. When he finally returned his gaze to her she was standing, and glancing fleetingly at him obviously trying to not meet his eyes.

Rukia's mind was in overdrive. 'My god! Is he just going to keep staring at me? He looks so nice in those cloths. I knew I shouldn't have picked this dress. Its way too revealing. If he laughs I swea..'

"You look nice." He said quickly before she completely gained the resemblance of a tomato.

"You really think it looks alright?" She asked looking at him with a calculating stare. Ichigo had never seen her like this before and once again found himself in one of those speechless moments.

"Yea… you look.. really nice." 'God that was lame! What are you 12?' He scolded himself. He quickly shook himself out of his stupor. "We'd better go. Your meeting Keigo in the park right?"

"Yea." She replied looking slightly more down. The men usually picked the girls up at their house, but Rukia obviously couldn't have Keigo coming to Ichigo's house, so she had him meet her at the park.

"Have fun." She heard from Ichigo retreating out the door. She stood there for a few moments before she crept out the window thinking about the way he stole one more glance at her.

Inoue's Apartment

Inoue was franticly buzzing about her small apartment double checking everything her absent mind could have forgotten when the doorbell rang. Taking a deep breath she opened the door and beamed at an Ichigo looking even more handsome than usual.

Ichigo took a moment to discretely examine Inoue as she opened the door. Her hair was put up in a delicate way making her seem slightly taller than normal. She had expertly applied the makeup to enhance her already breathtaking features. The dress she had chosen made Rukia's look conservative in comparison. It was a vibrant red cut off about mid-thigh, and strapless, so it hung halfway over her well-endowed chest. Had Ichigo not known Inoue since they were quite small he would have been stunned. Instead he only lost his composure for a moment, and greeted her with a rare smile.

"Hello Inoue. You look very pretty today." He quipped lightly. That simple compliment seemed to send her into a blushing ramble saying thank you, and he looked very handsome as well, and that they should go so they could beat the rush at all the same time.

"Inoue?" He questioned before she could go racing past him. "Aren't you going to wear any shoes?" A friendly smirk crossing his face. He was used to this type of thing from Inoue. It's what made her stand out from the rest of the girls of his class.

Inoue however despite her usual cheerful smile and chirpy apology was berating herself fairly heavily. 'Stupid stupid stupid! The date's only just started and you're already acting like a fool. He is probably afraid to be seen with you!'

"No problem. You just wouldn't be Inoue without things like that." He assured her with a smile. He knew she must be beating herself up over something stupid like that.

His smile with that comment seemed to make her weak in the knees. 'Everyone thinks Ichigo is so cold, but he's always so nice to me.' Quickly slipping on her shoes she took Ichigo by the arm and led him a step behind her trying to hide her flushed face.

Ichigo found the events of the festival somewhat dull, but was enjoying watching her beaming smile and obvious excitement at all the food and attractions available. He enjoyed the looks of envy he caught from the people in his school for having the best looking girl in the school as his date. No matter how much he kicked himself he couldn't help but keep a sharp lookout for Rukia, or wondering if she was having a good time. Inoue had the idea of renting a rowboat and watching the fireworks from the lake. Although it seemed fairly sappy to Ichigo he agreed. Ichigo began rowing them out at a slow pace after refusing to allow Inoue to use the paddles.

Gazing at the moon which was full in all its glory Inoue decided now was the right time. "Thank you Ichigo-kun... for agreeing to come with me." She said quietly as they were just out of earshot from the shore.

Ichigo smiled in response. "Sure. You're one of my best friends. I'm happy to come with you."

"Can you only see me as a friend?" She asked boldly, although her voice came out barely above a whisper. Ichigo had never thought about her that way save for a few times he was unable to avoid it. How could anyone not have some fleeting fantasies about the voluptuous girl in front of him growing up? The almost pleading look she was giving him tore at his heart. He would NOT say anything that would hurt her.

"Inoue… you're one of the most attractive girls I know, and your sweet an.." His sentence of how she would always be one of his closest friends was cut short when Inoue's lips met his own. Even though this was technically his first real kiss he couldn't help but feel slightly awkward, notice all of the other boats in the water, the sounds of laughter in the festival, and every person that was sure to be staring at them from the shore. Breathing heavy Inoue cast her gaze down as Ichigo was compelled by some strange force to look toward the shore. His thought on their kiss were cut short as he caught the familiar eyes of someone looking heartbroken. The girl immediately fled into the crowd of people.

Ichigo cursing the water which hindered him from chasing after her could only whisper. "Rukia…"

Inoue had been searching the shore for what had completely caught Ichigo's attention when she heard him whisper. The thoughts that had risen in her mind as Ichigo returned her kiss were instantly shattered. She had constantly tried to deny that Ichigo didn't feel that way about her. A long silence followed with Ichigo immersed in thoughts on the Shinigami that had jumped into his life, as Inoue tried to hold back her tears.

'Rukia… Why did you look so hurt to see Inoue kiss me? You can't be jealous… you can't have those feelings for me. Of course she doesn't! There's probably some simple reason for her running off…' Finally remembering his companion he turned to look at her, and what he saw nearly broke his heart. 'Ichigo you IDIOT! Look at how you've done to Inoue! Immediately after you kiss her you whisper another girl's name and space out? I have to apologize!'

"Inoue, I'm so sorry! I didn't mean to ignore you like that… the last thing I want is to hurt you.. God I'm so stupid!"

Inoue was gazing over the lake with tears welling heavily in her eyes. "I-It's Ok Ichigo-kun. You have no idea how long I've thought about you. How long I've wanted you to feel something more than friendship for me." She then turned to him as tears ran down her face. "Now I know no matter how much I wish for it you will never look at me that way."

At that moment something broke inside Ichigo. The most innocent young woman was pouring out feelings he had never known ran so deep. Seeing the pain he had caused one of his closest friends by his own idiocy, he was overcome by an emotion which caused him to do something that he would never have considered in the past. He kissed her. This was nothing like the previous kiss as he poured all of his emotion into it. Inoue's wide eyes didn't want to believe it at first, but she gave in almost immediately. Closing her eyes she deepened the kiss. Ichigo pressed his body fully into hers as she leaned back into the seat which they sat. Unnoticed by them both the fireworks blazed overhead in full. Ichigo seemed to run on primal urges as more of Inoue's body was revealed whereas Inoue's mind was racing.

'Oh my god! I can't believe this is actually happening! He may just be trying to make me feel better, but I don't care. This is my only chance to have him. I never would have imagined it would feel like this! Gods his hands…'

Neither of them noticed their boat slide onto the far shore. It seemed as if nothing would stop the emotions raging inside Ichigo. Inside he felt something terribly wrong with what he was doing, but the urges of his own body along with the agreement he felt from her's told him not to stop. Told him not to think about what he was doing. That was until the hairs stood on the back of his neck. His ears were straining in the silence that followed the fireworks. Something was wrong. It was nothing any of his normal senses would have picked up on, but he was compelled to look toward the festival.

"Ichigo?" She seemed to pant and plead at the same time. She could tell the moment he had stiffened something was wrong. Did he finally come to his senses and realize he didn't want her?

Suddenly the urge to go toward the festival with all his speed hit him like a ton of bricks.

"I'm sorry Inoue. Something's wrong. I have to go."

Her eyes flashed sadness for only a moment before they were resolved. "Go." She stated simply.

"Are you sure you're…" he began.

"I'm fine Ichigo. Hurry." As frustrated as she felt at being interrupted at the worst possible moment she had felt long before Ichigo. Had he not noticed as well she would have ignored it.

Ichigo searched her eyes for a little longer before nodding and sprinting off toward the festival.

'Oh my god I can't believe what I almost did with Inoue!' Part of him was of course disappointed, but he was mostly relieved for stopping one of the biggest mistakes of his life. Inoue deserved someone who loved her. 'This feeling… It's too familiar.' As he neared the festival everything seemed to be fine. Everyone walked normally, and still seemed to be having fun. Suddenly the clouds parted, and the moon brightly shone through. At that moment the feeling once again hit Ichigo but this time far more powerfully. His body nearly trembled at the force. He now recognized the feeling. It was him…

Bum Bum BUUUM

Well action cliffy this time. I wanted to finish the Ichigo/Inoue stuff in this chapter. I was actually planning on making less evolve between them, but after the latest episode where Inoue seems to show much more of her emotion toward him I thought she deserved a little more. I'm sorry if everyone seemed OOC, but they are 18 now. Inoue has hidden her feelings until her senior year in high school. You may notice I left the details of what happened between Ichigo and Inoue fairly vague. This was mainly because I don't know what I can get away with in a T rated fic… Heavier Ichigo/Rukia fluff next chapter promised! XD

Remember guys I am very busy recently, but your reviews will spur me on!

I'll see you all next time!