A.N.: This was written in collaboration with Anonymous.
Disclaimer: I don't own Bleach.
Warning: Lemon!

Ichigo and the Witchblade
Chapter Two

Later that day...
Kisuke's Underground Chamber

"Rghhh!"

Ichigo punched at Yoruichi, the werecat dodging her armored punch. The Flash Goddess and the genderbent Ichigo had gone down to the training chamber beneath Urahara Shop to test out the capabilities of the Witchblade. After all, now that Ichigo had the only weapon to combat the Lust Beasts, she needed to know what it could do.

Unfortunately that was easier said than done.

"Looks like your base speed hasn't changed," Yoruichi noted as she dodged Ichigo's punches. When her back hit a boulder, she flipped over it to avoid the next strike. The redhead's punch obliterated the rock, turning it to slag. "Though it seems that your physical strength has increased as well as its destructive force."

The now female Ichigo panted for breath. She hated this. Every minute she remained in her altered state felt like torture. All Ichigo wanted was to go back to how she used to be. 'I need to figure out how to get this stupid glove off of me. Maybe if I can get it off, it'll pick someone else. This feels more like Yoruichi's type of thing than mine.'

Her gut gnawed with uncertainty. Orihime's reaction was indicative on how the rest of the redhead's friends and family would react to see Ichigo in this state. She could already imagine how her father was going to react.

"Oh Masaki! I've failed as a father! Our boy has gotten a sex change and is parading around like a pervert!"

Just the thought made Ichigo's blood boil. To make matters worse, she'd yet to land a single blow on Yoruichi. Sweat covered the open parts of her armor while she went on the attack. Yoruichi countered her punch with a kick to Ichigo's stomach, sending her skidding backwards but Ichigo had barely felt the blow at all.

"Hmm...you're completely out of breath after only ten minutes of sparring. But it looks like what you lost in stamina you gained in endurance. I didn't hold back with that kick. That blow would have sent Byakuya or Soi-Fon flying."

"Yeah but how am I supposed to fight?" It'd been a long time since Ichigo had to fight solely as a brawler. "If I'm going to fight these monsters, I need a sword."

"Hmm...I read a little from that book Tessai had. It said that Masane wielded a sword carved from her own lust to fight fire with fire."

"That doesn't make any sense." Ichigo tried to think but it was hard to focus her thoughts. Her body felt hot and she could feel a destructive impulse trying to take over her. It felt very reminiscent of when she tried to hold back her Inner Hollow. 'But this doesn't quite feel like I'm being taken over. This feels...different...'

"Hmm...I wonder..."

"What?"

Cocking her head, Yoruichi gave the armored girl a smile. "Perhaps you and the Witchblade aren't in synch and that's why you can't use its full power."

"What do you mean?"

"Think about it, Ichigo. It's a weapon of ecstasy. You have to give in to your lust."

"Give in? What are you talking about? How am I supposed to do that?"

"Stop being a prude for one." Yoruichi whipped off her orange jacket and Flashstepped out of her black stretch pants, leaving her curvy body in only her thin black leotard that left little to the imagination.

A blush spread across the armored Ichigo's cheeks as she watched Yoruichi pose seductively in front of her. Every time she'd seen Yoruichi in that leotard, she'd always been too busy focusing on fighting to really see her for the exotic woman she was.

Ichigo's heart beat faster and she felt a surge pulse through her, the gem on her wrist glowing as the fire of arousal was lit inside of her. "Hahhh...hahhh..." Even from something as simple as Yoruichi teasing her, Ichigo could feel her mind start to cave to lust. "Hahhhhh..."

As if she knew what to do, Ichigo curled her hand into a fist. A razor sharp blade sprang out of her wrist. It wasn't Zangetsu but it'd do.

Yoruichi was taken aback when Ichigo charged forward with her new weapon. 'Was that all it took to get a reaction out of her? Either the Witchblade is amplifying her arousal or it does not take much for that kid to get horny.'

The werecat jumped over Ichigo's head, somersaulting over the girl while her sword sliced through a large boulder like it was tofu. Even the simple act of destroying a rock made a thrill run down Ichigo's spine. Her head became clouded with thoughts and her world was starting to turn into a haze of red. The more she looked at Yoruichi, the more she wanted to pin her to the ground, tear off that leotard and-

'Whoa!' Before she could indulge in said thoughts, Ichigo mentally retracted the blade back into her wrist and put her hands on her head, doing her best to contain herself before she went wild. "I...need to calm down..."

Yoruichi frowned, not sure if she should go to her student or not. The obvious answer was yes to try and help calm her down but the feral look in Ichigo's eyes a moment ago stayed her hand and she waited until the redhead had calmed down.

After a moment, Ichigo put her hands down and took a deep breath, her tits jiggling despite the armor bra she had on. "I'm...trying to cope with this," she confessed. "I've no idea how the hell to explain to this to everyone. What happens if I try to go back into my Human body?"

"I don't know but I wouldn't try it. We don't know if the Witchblade will affect your Human male body like it affected your soul."

Finally managing to keep that wicked feeling tamped down inside her mind, the redhead took a deep breath and calmed down. From the corner of her eye she noticed Kisuke coming down the ladder. "Oh hey, Kisuke. Has Orihime woken up?"

"Not yet. I'm afraid that seeing you in that state was quite the shock to her. She might be out of it for a while," he said sadly.

Ichigo slumped, the shame overwhelming. For a while now Ichigo had wanted to tell Orihime how he really felt about her but how was he supposed to do that now when he was a she and dressed like this. "I suppose we should just put Kon in my body and let him handle things on his end while I try to clean this mess up."

Yoruichi crossed her arms. That helped solve Ichigo's problems on the Human end of things but there was still an issue to be discussed. "What about the Soul Society. They should be informed. Their soldiers won't be able to fight the Lust Beasts with their zanpakutos."

"I informed the Head-Captain earlier. He needed to be appraised of the situation and to know we are handling it on our end. Sorry Ichigo, but I had to tell the captains."

"WHAAAAAT?!"

Kisuke shut her up with another tap to the forehead with his cane. "Ichigo, the situation is serious and I cannot leave them in the dark for the sake of your modesty. I'm sorry but it had to be done. Head-Captain Kyoraku will ensure that none of the men stationed here or in the surroundings are to engage these monsters until you have dealt with them."

"Does...Rukia and Renji know?" she asked with fearful eyes.

To her relief, Kisuke shook his head. "No. I didn't tell Kyoraku everything. Just that you were in possession of the only means to fight them and that it would be best for nobody to get close considering the possible volatility of it when you're fighting these demons."

Ichigo breathed a sigh of relief. At least she didn't have to worry about dealing with everyone's reactions in the Soul Society yet. "Has there been any sign of the Lust Beasts?"

Kisuke's expression hardened. "Sadly yes. They're making up for a lot of lost time. Already bodies are being reported. Most are shriveled husks."

"And others?"

"You don't wanna know."

Ichigo's eyes filled with determination, the need for battle starting to inch its way into her consciousness. "Then I need to get out there now and find them."

"You sure that's wise, Ichigo? You still aren't ready to fight as you are," Yoruichi warned.

"I'll manage. I opened that damned box and now people are dying. I need to stop them now. Can I have one of Tessai's trench coats?"

"Why?" Kisuke flipped his fan open and looked at the redhead peculiarly. "You're in Soul form now, Ichigo. Nobody is going to see you."

"I'm NOT taking that chance..." Ichigo had no idea what the Witchblade did exactly to her Konpaku but if it had the power to give the Substitute a sex change, she certainly wasn't going to take a chance that someone might see her.

Ten minutes later, Ichigo left the shop, a huge bulky trench coat wrapped around her. Night had fallen and the moon was out. Ichigo could sense the eerie atmosphere. The recent murders have already made the people of her town afraid and most folks had sequestered themselves in their homes.

Jumping onto a rooftop, Ichigo stretched out with her spiritual senses but came up with nothing. "Guess I'm gonna have to hunt them the old fashioned way with my eyes."

As if hearing Ichigo's plight, the jewel on her wrist pulsed and Ichigo doubled over, her head fogging up and her vision darkening. "Argh! What...is happening? What...are you...doing...to me?"

Steadying herself, Ichigo opened her eyes and found herself in a monochrome world. The sky was nothing but a canvas of ebony, the moon's light no longer visible. "What is this?" Ichigo wondered aloud as she observed the bone-white city that stretched out before her. Looking down at herself, she found that she'd lost her shape. To her new vision Ichigo had become nothing more but a silhouette of red.

Then her eyes caught something. It was the only color in the dull world the Witchblade showed her. In the distance over by the park was a haze of red. Ichigo quickly understood the situation. The Witchblade had been brought about from the same ritual that'd spawned the lust beasts so it could detect them. "Guess this is the only thing that can track them..." she thought. Closing her eyes, she tried to will her vision back to normal. The Witchblade seemingly relented and when Ichigo opened them again, the world was back to what it was, the moon hanging brightly in the night sky once again.

Seeing that everyone was inside, Ichigo ditched the trench coat and made a mental note to pick it back up when she returned to the shop; she wouldn't want to incur Tessai's wrath for losing one of his coats.

The night air was cold to Ichigo's exposed bits. She felt dirty with nothing but the armor on and not in a "go take a shower" kind of dirty. Jumping from roof to roof, Ichigo could feel that dirty feeling heat up inside her, a sadistic anticipation beginning to form in the back of her mind as she approached the park. She didn't know why but she had the feeling that the Lust Demon wouldn't try to run for her; it was waiting for her and the Witchblade.

Leaping into the air, Ichigo landed at the center of the park and looked around. The jewel on her wrist pulsed with the heat of a burning coal, signaling the monster was around. "Come out. I know you're there," she shouted.

A dark miasma swirled in front of her to form a black cloud. "Masane?" called out a deep, androgynous voice. "Is that you? No." Red eyes from a pulsing black silhouette glared from behind the black fog as it observed the intruder who barged into its feeding grounds. "You look like her but your power is miniscule compared to Masane's. The Witchblade chose a poor host for Masane's successor."

Gritting her teeth, Ichigo took a battle stance, trying not to let the weight of her heavy chest throw her off. "Why don't you stop hiding and show yourself."

"As you wish. When I devour you, the Witchblade's power will be all mine!"

The dark miasma started to solidify, revealing the Lust Beast's true form. Ichigo's black/yellow eyes widened in confusion when she saw what the monster actually was. When she first heard the name Lust Beast, she was expecting some form of Succubus or Incubus or something that defied description as something that was different from a Hollow.

She did not expect the monster's true form to be a giant frog.

The Lust Beast was the size of a small house, its bulbous red eyes looking at Ichigo, sizing up the girl. Its webbed feet were capped with razor claws. The color of its main body shifted colors, going from red to blue to green to purple in a matter of seconds. "What the hell? What part of any of this is supposed to be a Lust Beast?" Ichigo had no idea what she was going up against but this wasn't part of what she'd been imagining.

The monster opened its mouth and a ridiculously long pink tongue rolled out. "You'll see soon enough. I'll drain every ounce of ecstasy out of you and leave you nothing more than a husk!"

Taking a deep breath, Ichigo balled her hand into a fist. She allowed the eroticism of being outside in this seductive outfit to flow into her mind, her body heating up. The jewel pulsed and her wristblade shot out, giving Ichigo a weapon to fight the Lust Beast. "You aren't going to do anything. The only thing you're going to do is die!" she spat.

Ichigo had no idea just what this monster was capable of. But she decided to treat it as if she were fighting a Hollow. She figured that one clean cut through the head should be able to finish it off.

As Yoruichi sadly noted, however, Ichigo did not have the high speed that she normally could draw upon. The giant frog jumped with surprising swiftness to dodge Ichigo's strike, forcing the armored woman to dash away as its heavy body slammed onto the ground, the earth shaking from the impact. "Grrr!"

Continuing to lunge at the monster, the girl weaved in and out, dodging its claws as it slashed at her. Her blade managed to cut it side but she knew it was just a minor flesh wound.

"Is that all you got? All that for a scratch? You barely even know how to use the weapon you hold. Someone like you will never be able to wield the true power of the Witchblade. Here," it's mouth opened to reveal a gaping maw. "Why don't I relieve you of that burden!"

From its mouth emerged a massive pink tongue, rolling out and whipping through the air. The tongue slipped under Ichigo's guard and slammed Ichigo, knocking her back against a tree. The blow didn't hurt Ichigo but the impact was enough to knock the air out of her and stun her for a brief moment.

"You're mine!" The monster's long tongue wrapped around Ichigo's armored ankle. The girl gave an uncharacteristic squeal as she was pulled into the air, being flailed all around before slammed back down on the ground with an "Ooph!" Cackling, the Lust Beast opened its maw wide again and began to retract its tongue, taking Ichigo with it.

The armored girl clawed at the ground but could not stop getting pulled. She attempted to cut the tongue but it was covered in a slimy mucus that made her blade glance off of it harmlessly. "Dammit! No!"

Ichigo's protestations meant nothing and she was pulled into the Lust Beast's mouth, disappearing inside its dark maw. Darkness obscured Ichigo's vision for a minute before she fell on something soft.

Her vision cleared and once again Ichigo was baffled. She expected to find herself inside the belly of a beast but instead she was inside a forest spring? Sitting on a huge lily pad, she looked around to see flowers springing up out of water, fireflies illuminating the area. "What in the world? What is this place? Why does a giant frog have a stomach like this?" she wondered out loud. It felt like ever since she'd opened the box containing the Witchblade and the Lust Beasts, common sense went right out the window.

The redhead was at a loss for what to do. She didn't dare get off the lily pad and get into the shallow water beneath her. For all she knew it was the Lust Beast's stomach acid. "Guess I could try to cut my way out. Huh?" She was interrupted when a large flower started to sprout out of the water, its blooming bud aimed right at Ichigo's face. Before the armored girl could figure out what was happening, the flower reached full bloom and a jet of gold pollen sprayed right into the girl's face.

"Whaa-" In an instant, Ichigo felt her transformed body start to heat up. "Ahh...what's...what's happening to me?" she slurred, her mind started to go blank as the heat took over, her vision becoming blurry. "I feel...nghhh..." She couldn't help but rub her legs together. The armor piece that covered her womanhood became wet as her pussy suddenly heated up with arousal. On her wrist, the Witchblade's red jewel started to flash like a hot coal in the night as it sensed Ichigo succumbing to her baser instincts.

From all around her, the voice of the Lust Beast spoke to its victim in its belly. "I have you right where I want you. I'll reduce you to nothing more than a moaning slut and then drain you dry!"

"What...are you...talking about?" panted Ichigo, sweat rolling down the exposed parts of her beautiful body.

"You'll see. Heheheheheh..."

Ichigo's mind was so fogged up she didn't even notice the slithering vines that approached her until four of them wrapped around her wrists and ankles, pulling her arms over her head and spreading her legs apart. "Ah! Let...me...go!" she grunted, trying to break free from the vine's grip. But while she was trying to muster her strength, two more flowers bloomed around her, blasting her body and face with more aphrodisiac pollen. "Nghhhh!" Her darkened eyes rolled into the back of her head as her arousal started to overwhelm her.

More vines emerged to surround Ichigo. The redhead woman was helpless as the vines slipped around her body. Some of the vines opened up to reveal smaller tentacles that gripped pieces of her black body armor, stripping way the coverings around her breasts and crotch to leave her vulnerable bits exposed. Looking down, she saw that her pink nipples were nice and stiff. Her eyes widened when she looked lower and got a firsthand look at her pussy, her pink lips dripping from her induced arousal, crowned by a patch of red hair above it.

"I can see the Witchblade did a fine job giving you Masane's body. I always wanted her, even when I was human. A shame the bitch sealed me away and died before I could tear into her and suck out all of the Witchblade's power. But since I have her successor here, I'll make due with you instead!"

Blinking the blurriness out of her eyes, Ichigo gasped when she saw two vines hovering in front of her, their tips blooming open to reveal small holes inside. Instantly she knew what was about to happen but could do nothing before the vines suddenly surged forward and fixed themselves to her nipples. "Ah! Noo!" she screamed as her breasts were attacked. Despite what Kisuke and Yoruichi said about arousal being the fuel for her new powers, Ichigo felt helpless as the Lust Beast had its way with her.

Ichigo could feel a suction in her breasts, the vines tugging on her nipples and stretching them out. "Nghhh!" The heat in her chest made Ichigo's head spin, unable to move thanks to the vines restraining her. Just when she thought things couldn't get any worse, she saw another vine approach her; only this one looked phallic. "What...what are you doing?"

"Oh, you already know what's about to happen. Just lie back and enjoy it. It'll be the last pleasure you'll ever experience in your life!"

The green vine surged forward, pushing past Ichigo's delicate folds and entering her pussy. "Ahhhh!" Ichigo's eyes widened to their limits and the redhead threw her head back to let out a scream as her pussy was claimed by the monster. She'd never imagined what it'd feel like to be on the receiving end of sex. Never did she dream she'd wind up getting fucked by vine tentacles. The vine was covered in ridges, the bumps grinding against every inch of her womanhood as it speared her pussy.

"Nghhhh!" Tears ran down Ichigo's face as she was violated by the Lust Beast. She had no barrier to tear since she wasn't born a woman but the tentacle was huge and to have her pussy filled so quickly and so roughly made her cringe with pain. "S-Stop it!" she pleaded, the glow from the jewel on her wrist dampening down now that the pain had caused Ichigo's arousal to be cut short.

The Lust Beast wasn't having any of it though. Ten flowers bloomed all around Ichigo, bigger than before with two of them aimed right at her face. The girl was blasted by a shower of golden pollen, her body covered with a ton of the aphrodisiac as well as being forced to inhale it.

Ichigo's body tensed as if it'd been electrified. Suddenly she felt as if ecstasy was coursing through every vein in her body. "Ohhhhh!" She writhed in the grip of the vines as she moaned like a slut, the vine cock in her pussy starting to pump in and out. "Ah! Ahhh! Ahhhh!" She had no idea that sex as a woman could feel so good. Her mind was a fog of never-ending lust. "Oh fuck!"

"That's more like it! Drown yourself in pleasure and ecstasy. Feed me your lust!" shouted the Lust Beast, although its voice seemed to come directly in front of Ichigo.

To drive the genderbent Ichigo wilder, the Lust Beast summoned smaller frogs that surrounded the girl. The tiny frogs opened their mouths, their red tongues stretching out to lick every inch of Ichigo's exposed bits. "Ohhhhhhhh!" Ichigo's face twisted with pleasure. Another vine with a sucker on it, smaller than the others, fixed itself to Ichigo's pink clit, sucking on her sensitive jewel.

The girl could feel something build inside of her, like a coil wound tightly that was about to come undone. "I feel...I'm...I'm..." Her back arched and she let out a shriek, experiencing a woman's climax for the first time. "Ahhhhh!"

Everything in Ichigo's vision spun. She felt as if lightning surged through her body. Her pussy tightened around the vine buried balls deep inside of her while gushing her juices all over the lily pad.

As Ichigo orgasmed, the vines that were latched to her tits and clit, along with the the phallic vine buried in her cunt, started to glow red as they pumped energy out of Ichigo, draining her and leaving her feeling weak. "What...what's...happening?" Ichigo weakly groaned.

"Haven't you figured it out yet? We absorb a person's pleasure. For a soul's life force hits its zenith when in the middle of climax." Explained the voice in front of her. As the fog cleared from Ichigo's eyes, she found herself staring at a frog the size of a car, the vines that had her were all attached to its back. "I'll drain you dry and leave you a shriveled up husk of a woman. I can sense you have vast amounts of spirit energy. But it's useless since you don't know how to control the Witchblade. No matter. I'll devour you and it. And with the Witchblade in my possession, no one will stop me!"

Realizing what it intended to do, Ichigo tried once more to struggle. But the lustful frog merely shuddered, using the energy it'd sucked from Ichigo to power up its vines. "Ahhhh!" screamed Ichigo when she felt the phallic vine in her pussy grow bigger, its tip threatening to punch through her womb.

The redhead was suspended in the air above the frog, the vines burning with red energy as it siphoned Ichigo's ecstasy away after bringing her to climax again and again. Seeing Ichigo was almost drained of energy, the Lust Beast decided it was time to bring this to an end. "And now, to devour you and the Witchblade."

The giant frog opened its mouth, retracting the vines from Ichigo save for the ones around her wrists. The genderbent girl gave a groan when her pussy was emptied, her juices spilling out of her gaping hole while she was slowly lowered down into its gaping maw.

'This...this can't...be the end...I...need to fight back...I...need to win...' Ichigo thought to herself, weakly trying to struggle. But her body refused to budge, even as she was being lowered into the jaws of death.

Then the jewel on her wrist glowed again. And from the depths of Ichigo's mind, she heard a voice call out to her. 'And what is the point of victory without enjoying it? What is the point of power without joy? To just fight and to just win has no point. Do not fight like a Soul Reaper, who just fights to win. Let passion take over your mind. Let your desires consume your heart. Only lust will save your soul."

The sultry voice in her head compelled Ichigo to open her heart to her inner passions. Then, just as her feet were about to enter the Lust Beast's maw, her eyes opened wide, lighting up with feral red energy.

Her wristblade popped out instantly and she cut through the vines holding her. Giving the giant frog's upper jaw a harsh kick, Ichigo somersaulted away and landed on the lily pad. Staring at the monster with hungry eyes, the redhead's armor rematerialized over her exposed bits.

"Argh! What? How did you-"

Ichigo's mind was filled with aching want. She wanted to revel in one thing, the need so strong she was practically about to squirt through her armor. "I must...no, I want..." she moaned before she let it all about. "TO DESTROY YOU!"

The armored redhead jumped forward, her body a red blur as energy surged through the air. Her speed threw the Lust Beast off guard, letting out a feral scream when Ichigo's blade cut off one of its legs, blood flying everywhere and covering Ichigo in a dress of red. "Argggghhhh! You...YOU...YOU BITCH!" A flurry of vines sprouted from out of its back. Ichigo jumped backwards only to find herself ensnared once again, unable to move a muscle as her whole body was wrapped up. "You won't get the best of me! I'll swallow you whole! Your energy is mine! MINE!"

Ichigo merely grinned evilly.

From out of her back emerged four crimson tendril-like blades, shredding the vines. Landing in the water, Ichigo licked her lips before commanding her new weapons to stab into the Lust Beast. "You want my energy? Here you go, big boy. Have it all!" Ichigo started to pump the monster full of her energy. "Yes! Have it all!"

The monster knew something was wrong. This was too much energy for it to handle. It tried to move to throw off the tendrils embedded in its back but Ichigo had it pinned. Soon its whole body started to glow red. "Stop! Stop! It's too much! Don't-"

"Yes! Yes! YES!" Ichigo screamed, her entire body shivering with delight as she watched her enemy begin to overload. "More! MORE! YES!"

"NOOOOOOO!"

"YESSSSSSSSSS!"

Ichigo's scream of ecstasy drowned out the Lust Beast's death rattle. With a thunderous red boom, the monster exploded, unable to handle Ichigo's raw energy. When the dust settled, a large red jewel the size of a watermelon was all that remained, floating in the air.

Walking up to it, Ichigo reached out with her gauntlet, her clawed fingertips grazing its smooth surface. "Back to your seal, creature," she said, though her voice was not her own. The jewel on her wrist resonated with the one in front of her and it pulsed in response.

The inside of the giant frog that'd swallowed her whole disappeared, leaving Ichigo standing the park alone. The jewel rose high into the air before zooming away like a red comet in the direction of Kisuke's shop.

The haze of destructive lust finally petered out and Ichigo slumped to her knees, tired and worn out. "That was...a trip..." she mumbled.

Feeling something wrap around her, Ichigo gasped and her head jerked to the side only to find Yoruichi standing behind her, having put Tessai's jacket over her. "I was watching while you were fighting that thing. I got worried when he'd swallowed you but I could sense your spiritual pressure inside. What happened?"

Standing on wobbly legs, Ichigo put an arm around Yoruichi for support. "I'll explain later. Right now...I need to go lie down."

"Alright. I'll save my questions for later. C'mon. Let's get you cleaned up..."

Yoruichi helped Ichigo walk away from the park. Unbeknownst to the two women, a shadowy figure in the trees above watched them with eyes full of devious intent...

To be continued...