AN: WOW 2 whole years since I updated this. Uh…sorry. I won't give you a ton of excuses or tell you it won't happen again. Any way, a couple of things have changed. First off don't expect much more of the inner dialogue, it just seems childish to me now for some reason. Second I got tired of the whole kun and san crap so that's out as well. OK time for you to R&R and most of all enjoy the chapter.

Uryuu was surprised as he began eating the bizarre breakfast that Orihime had prepared for them. It tasted … good. It wasn't outstanding, somewhere between tolerable and great. But still, he had expected to gag on it so, needless to say, he was pleasantly surprised.

"This is excellent Inoue-san." He said exaggerating slightly. He hated lying, even a little bit, but the smile she gave him made it worth it.

"Thank you Ishida-kun!" she said happily as she sat down to eat across from her host.

Uryuu quickly finished his very small first helping and took a more generous second helping of the slightly unorthodox breakfast.

Inoue smiled as she began eating. But in her head things were going a mile a minute. What was she doing here? Why had she come to Uryuu? It had been a good decision. He had taken very good care of her; he had comforted her and let her stay at his house without a second thought. The only other person that she knew would do that for her was Tatsuki. But Tatsuki would have left as soon as she stopped crying to rip Ichigo's head off.

'Wait… does Ishida-kun like me?' She thought as she watched the Quincy eat the food she had just cooked.

Oddly enough, Orihime kind of liked the idea.

'Wait… do I like Ishida-kun?!' Orihime thought surprised.

She really couldn't say.

"Inoue-san?" Uryuu's concerned voice pulled her from her thoughts.

"Yes Ishida-kun?" she said happily.

"Are you ok? You look like you have something on your mind."

"I'm fine Ishida-kun." She said happily.

'No I'm not, I'm confused… really confused.'

They finished eating in comfortable silence. As Uryuu cleaned the table, Orihime got up.

"I'm going to go freshen up Ishida-kun." She said.

"Ok, there are spare toiletries in the drawer next to the sink."

"Thank you Ishida-kun." She said as she walked to the bathroom.

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Uryuu was deep in thought.

'What if things with this blade get worse? What if I lose control? Maybe I should take it back to Urahara. No. I can't do that… I finally have a way to fight again. I won't give that up. I will master that blade if it's the last thing I do.'

Uryuu walked to his room and put the dormant blade in his pocket.

"Uh oh" Uryuu heard Orihime say.

"What's wrong?" He asked as he walked toward the bathroom.

"These clothes are still wet Ishida-kun." She said holding her wet school uniform.

Uryuu looked at the wet clothes and thought for a moment.

"Hold on a sec." Uryuu said as he headed into his room.

He came back carrying a folded up pink dress.

"I made this for you a while back. But I guess I never got around to giving it to you."

The truth was that Uryuu had made that dress Orihime as soon as he had got back from Soul Society and he had been too scared to give it to her until now. She had expressed interest in the dress he had made Rukia before they left Soul Society so he had made this one for Orihime.

"Wow Ishida-kun! This is beautiful! You shouldn't have." She said happily as she held the dress out in front of her and inspected it more closely.

"Well you seemed to like the one that I made Rukia so I made you this one for you." He said attempting a smile.

"Thank you so much Ishida-kun! I'm to try it on right away!" She exclaimed.

As she returned to the restroom, Uryuu went to the living room and sat down.

'I hope I got the measurements right on that dress. It would be pretty embarrassing if it doesn't fit.'

A few minutes later Orihime emerged in the dress looking, if possible, even more stunning than usual.

"How do I look Ishida-Kun?" She asked.

"You look very nice Inoue-san." He said blushing slightly.

'Wow. You are a smooth talker aren't you?'

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Half to her house, Inoue felt depression setting in again.

She was still thinking of Ishida but despite his kindness, she still couldn't keep her mind off Ichigo. She had had a crush on him for so long and now it was over. She knew she had to move on, but she also knew it wouldn't be easy.

When they arrived at Orihime's house, Uryuu gave her his number and told her to call him if she needed anything. After he left, Orihime called Tatsuki and told her the whole story.

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Over the next month, Orihime slowly returned to her old self. It took several visits a week from both Tatsuki and Uryuu but things were, for the most part, back to normal.

One day, while walking home with Tatsuki, Orihime decided to tell her friend about the new object of her affection, Uryuu.

"What do you think about Ishida-kun Tatsuki?"

"I think he's a decent guy, but I still don't trust him."

"Why not?" she asked.

"I guess its just because I don't know him like you do. He's to quiet, and kind of abrasive."

"Tatsuki, I think I'm starting to fall for him." Orihime said seriously.

Tatsuki stopped dead in her tracks. "WHAT!"

Orihime giggled at her friend's reaction.

Tatsuki was thrown. "Uryuu Ishida? The biggest freak in Karakura? You can't be serious. Ichigo is one thing but Uryuu? Granted he's not that bad looking but he's one of the meanest guys in school."

Orihime's tone changed serious like it used to when she said something about Ichigo. "He is not a freak Tatsuki and he is not mean. He just likes to keep to himself. He has been nothing but kind to me."

Tatsuki scoffed. "I bet he has. He probably wants to take advantage of you like all the other perverts."

"Tatsuki" Orihime said pleadingly to her friend "I'm serious. I really like Uryuu. He really helped me out after Ichigo rejected me and he's always been kind to me and he's a very honorable person."

Sighing, Tatsuki decided to get to the bottom of this. "So, when did you start liking him?"

"I'm not sure." She said looking down at her feet. "I think it was a few weeks ago when he made us dinner. Do you remember?"

"Yeah I remember." Tatsuki said recalling the night. Orihime was still getting over being rejected and had not spoken to Ichigo in two weeks. Tatsuki and Uryuu had been urging her to clear the air with Ichigo for some time but Orihime really didn't want to even though she knew she would have to soon. Uryuu made a deal with Orihime, if she talked to Ichigo then he would make dinner for her and Tatsuki. Orihime agreed, more so she could taste Uryuu's cooking than to clear the air with Ichigo. Both girls were surprised at how good the food was. "Who would of thought he could cook so well."

"Yeah." Said Orihime as she recalled the night herself. "Anyway, I think I've always been attracted to him a little but it wasn't until then that I realized it. Oh Tatsuki, what should I do?"

"Orihime, I really don't have that much experience with guys, but if you like him you should tell him."

"But what if he rejects me Tatsuki? I don't want to have to go through that again." Orihime said sadly.

"Then he's an idiot. Besides, I think he likes you too." Tatsuki said trying to cheer her friend up.

Orihime perked up once again as she reached her house. "Do you really think so Tatsuki?"

"Yes, I do. Wait. What time is it?" Tatsuki looked at her watch and her eyes widened. "Crap, I've got to be at the gym at four! I'll see you later Orihime. Bye!" She yelled as she ran off toward the gym.

"Bye Tatsuki, and thanks for the advice!" Orihime yelled back to her friend.

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Uryuu was highly irritated. He felt that he was in what some guys refer to as the "friend zone". He had chosen not to try anything with Orihime after her rejection because he didn't want to take advantage of her vulnerability. But now he feared that he had waited too long.

Uryuu looked outside, it was dark, just a matter of time now before the hollows started appearing. Lately, more and more hollows had started appearing and it was becoming increasingly more difficult for him and his friends to keep them at bay.

He looked at the dormant blade on his desk. He hadn't had any nightmares in a while and he believed this to be a sign that he had finally mastered the blade.

He was pulled from his thoughts by the piercing scream of a hollow.

"Looks like we are starting early tonight." He said aloud as he grabbed the dormant blade and ran out toward the hollows.

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Orihime had been eating when she felt the hollows. Immediately her thoughts turned to Uryuu. Since he was using a sword he was much more likely to be injured and this thought scared Orihime. Even if she could heal him if anything happened to him she would really rather not have to.

"Uryuu, please be safe." She whispered as she ran toward the hollows.

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Uryuu stood back to back with Ichigo. Hollows surrounded them; both of them were out of breath and bleeding.

"This is insane! They just keep coming! Did you throw out some hollow bait by accident or something?" Ichigo yelled.

"Shut up Kurosaki! I didn't throw out any hollow bait and if you would pay attention then you would have noticed that there are only about twenty left."

"You make it sound like twenty is easy!"

Uryuu didn't have time to retort as twenty hollows descended upon Ichigo upon the two of them.

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Orihime arrived just in time to watch in horror as a slew of hollows fell upon Uryuu and Ichigo.

"Ishida-kun!!" she yelled as she ran with renewed speed toward toward the mass of hollows.

As Orihime ran toward the gaggle of hollows, two distinctive blasts of energy surged through the pile of hollows one blue from Uryuu and the other black from Ichigo. Almost as fast as the blasts themselves, Uryuu and Ichigo leapt from the mass of hollows and began dispatching them from a different angle.

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Orihime watched in fear as Uryuu and Ichigo continued to fight with renewed fervor. By the time she arrived the two of them had completely vanquished the hollows.

"Uryuu!" she called out as she watched him and Ichigo collapse from exhaustion. When she arrived, him and Ichigo were still exchanging verbal jabs.

"I still think you should check your hollow bait stash." Ichigo said between haggard breathes.

"You are an absolute idiot Kurosaki." Uryuu spat back.

"Both of you hush." Orihime said with unusual authority as she started to heal the two of them.

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After they had been healed, Ichigo had headed home and Uryuu was walking Orihime home. They were making small talk until they arrived at her place.

Orihime's mood changed drastically at that point and Uryuu picked up on it despite his body's intense aching and exhaustion.

"Uryuu, there's something I need to tell you." She said with a determined look.

Uryuu didn't know where this new, assertive Orihime had come from but he liked it. He loved being called by his first name now. They had finally broken that barrier about a week ago and he was still getting used to it.

"What is it Orihime?" He asked.

Orihime paused for a second, steeled herself and let fly.

"Uryuu, I- I like you. More than a friend should like another friend. This isn't like the feelings I had for Ichigo, this is more. Uryuu I don't know how you feel about me but it doesn't change how I feel."

She finished and looked directly into his eyes. He said nothing at first then moved his hand to her neck and gently pulled her into a kiss.

Orihime eagerly moved her lips with his until they both had to break off for air.

"You have no idea how long I've wanted to hear those words." Uryuu breathed.

Orihime smiled and stood on her tiptoes to plant another kiss on the Quincy's lips.