A/N: Update 1/6/18: I recently realized a mistake in season with the dance now being in February (joys of flying by the seat of your pants) so that has been addressed for those of you that may have noticed… Sorry! I also made a few other very minor edits in preparation for the next chapter!

Orihime Inoue was in trouble. Not the 'Oh my gosh, I need help! Someone please save me!' kind of trouble, but the 'Oh my gosh, what am I thinking? What's wrong with me? Why can't I get these thoughts out of my head? Does anyone notice what I'm thinking?' kind of trouble. The kind of trouble that made her even clumsier than she already was and made her forget how to talk at times. She found herself blushing more than ever before and she had to remind herself how to do simple every day things like breathe and walk without tripping over her own feet. Her heart pounded and fluttered as though she suffered from some terrible arrhythmia and sometimes she thought she might just actually faint, or scream, or both – maybe even at the same time. There was only one cause for all of this – a certain substitute soul reaper by the name of Ichigo Kurosaki.

They were friends, friends who shared mutual friends, friends who also shared a secret of powers from several of their other friends. They were friends who had been in battle together, fought together, bled together. He had held her while she cried more than once, and she had healed him from terrible wounds numerous times. He had protected her, had saved her in more ways than one, on several occasions, and never wanted a thank you in return – in fact he got angry when she thanked him.

Oh, she was in trouble all right, and as she looked up from the math problems in front of her and at the sleeping form of said soul reaper before her, she couldn't help but smile. They were in her living room, studying for an upcoming math test that they were both remarkably unprepared for thanks to their numerous missed days of school. While their study session had originally been comprised of Ichigo, Sado, Uryu, and herself, the other two had left well over an hour ago after cramming out over four hours worth of studying. Ichigo had stayed behind – he had missed the most out of everyone and Orihime understood the material better than anyone else. At first Ichigo had resisted her insistence that he stay, but when she pointed out the obvious – that he needed her help in order to pass – he had quickly agreed.

So now they were alone… He would never think it appropriate to be alone with me in my room, but for some reason it's fine in my apartment. How is it any different when I live alone? She blushed at her own thoughts, but they kept going anyway. It's so rare that we're ever alone together anyway, she thought belatedly, crinkling her forehead in thought as she tapped her cheek with the end of her pencil and chewed on her lower lip. She sat cross-legged on the floor, her back resting against her couch, while he was sprawled across the floor on his stomach, his head cradled in his hand; or at least he had started out that way. They had scarcely been at it for an additional thirty minutes before she noticed the drooping of his eyes, the slowing of his breathing, and once he rested his chin on his book, she knew his battle was lost.

It's not like she could blame him. She was sensitive to spiritual pressure, his especially, and she felt his flare up at all times of the day or night, and could sense when he was fighting. Hollows seemed to prefer coming out at night, which meant he was up at all hours battling them only to turn around and have to show up at school not long after. She'd caught him falling asleep in class more than once. "Oh, Kurosaki-kun," she breathed, her heart aching for his plight. She would offer to help him, had numerous times in fact, but he had refused unless she already happened to be there. Even then, he was reluctant. "Inoue, I won't have you putting yourself in harm's way for me," he would argue, which was his not-so-polite way of saying no – hell no. Rukia-chan and Abarai-san helped when they were in town, but sometimes it was as though the increased number of soul reapers only brought more trouble with them, although she would never say such a thing. Sado-kun sometimes went on patrol with him, and although she would never admit it (she knew he could handle himself), she felt better when Ichigo wasn't alone.

Her hands fell to her lap, her book forgotten, as she watched the slow and steady rise of his shoulders as he slept. She wasn't sure how he was comfortable, but he looked completely at peace – even his signature scowl was gone and replaced with a look of pure and simple ease. Seeing him without the crease between his brows and the tense set to his shoulders was surprising, but it only left her wanting to see it more often. I want to make his frown go away, she thought before slapping her cheeks. Stop it! You can't keep thinking that way! Kurosaki-kun is your friend! Your friend! F-R-I-E-N-D! A dejected sigh escaped her lips as she dropped her head back against the couch, her eyes sliding to the ceiling before falling on the clock above her fireplace. It was late, but not that late. Regardless, if Ichigo was sleeping, they weren't getting any studying done, and she didn't want him to be sore from sleeping on the floor.

Disappointed, Orihime quietly gathered her things, fighting the frustration bubbling within her chest. I finally got the chance to be alone with him and he fell asleep… It wasn't like her to feel this way. She wasn't the one to get upset so easily! She was the one to always smile, always laugh; to put on a brave face even when she felt like crying. She wasn't supposed to be sad. But ever since she admitted to Tatsuki that she was jealous of Rukia-chan's relationship with Ichigo, she found it harder and harder to ignore these darker feelings that lurked beneath the surface. The best she could do was to push past them.

Once she put away her books, Orihime stopped, one hand on her knee as she brushed her hair behind her ear. While she wanted to spend as much time with Ichigo as possible, she didn't want him sleeping on the floor all night. What if he's too tired to walk home? Her cheeks immediately flamed and she slapped her hands to them once more when she thought, Oh my gosh, that would mean he would be staying the night! She shook her head side to side, her palms still pressing into her burning cheeks as her heart started racing in her chest. Stop it, Orihime! He's not going to be doing that! Her mind made up, she swallowed dryly and suddenly had to clear her throat before she could speak. "K-Kurosaki-kun?" Her voice came out scarcely above a whisper.

No response, so she tried again. "Kurosaki-kun?" she tried again, her voice stronger. Still nothing. Now she extended her hand to his shoulder, witnessing her trembling fingers and relieved he wasn't awake to see them. "K-Kurosaki-kun?" she asked once more, poking his shoulder. Nothing.

Exasperated, Orihime let out her breath in a huff, her bangs fluttering against her forehead. Poking his shoulder had been like poking a rock but he had not so much as stirred. Swallowing again to steel her nerves, she grasped his shoulder and shook him gently. "Kurosaki-kun!" she whisper-shouted in his ear.

"Huh?! Wha-?" he cried, his eyes flying open as he immediately threw himself back into a sitting position, leaning forward onto his hands. "42!" he shouted, thinking he had fallen asleep in class and been called on by the teacher.

Although she immediately fell back with a squeak at his sudden outburst, Orihime brought her hand to her mouth to cover her laugh at his exclamation. When his eyes searched the room suspiciously for a moment before landing on her, she continued to giggle around her hand. "Oh, Kurosaki-kun!"

"Damn it," he muttered, pulling his hand down his face before pushing it back through his hair. His cheeks darkened at Orihime's continued giggling. "Did I fall asleep?"

Not able to stop laughing, Orihime nodded.

His eyes moving to the clock above the fireplace before dropping back to the open book in front of him, Ichigo swallowed. "I'm sorry, Inoue. We didn't get much done, did we?"

Orihime waved him off. "There's no need to apologize, Kurosaki-kun. We got a lot done with the others. You need your rest too or nothing will stick." She pointed to her head to indicate that she was talking about the information.

His chocolate brown eyes gazed into her gray ones. Her cheeks held a pleasant dusting of pink while her eyes sparkled with such sweetness and innocence he almost couldn't help but want to squeeze her. But that wasn't going to happen. "I suppose you're right," he admitted, quickly pulling his eyes from hers to look at the floor. When she said nothing, he moved to gather his things. "Thank you for all of your help, Inoue."

A true smile lit up her face as Orihime helped gather his last few belongings. "Of course! It's the least I can do after all Kurosaki-kun has done for me!"

Ichigo scarcely suppressed a gasp when he looked at her, smiling up at him with more pink in her cheeks again. She was holding a book out to him, and when he took it, their fingers touched, brushing against each other's for just the briefest of moments, but for long enough that their eyes widened. Feeling his cheeks warming, Ichigo quickly turned away, putting his books in his bag and closing his eyes as he willed his suddenly wildly beating heart to calm down. "Please tell me you're not going to start with that again, Inoue."

Not sure where her bravery came from, Orihime rose to her feet alongside Ichigo. "I'm not going to let you off that easy," she answered. "I'll pay you back somehow, Kurosaki-kun!" Oh my gosh, did I just say that?! She scarcely managed to suppress the urge to smack her hands to her cheeks again as embarrassment flooded through her at her own words.

Just as surprised at Orihime's words as she was, Ichigo cocked an eyebrow as he looked down at the auburn haired healer. His frown was gone, replaced with a look of sheer surprise, his eyes wider than normal. Orihime found she liked the look almost as much as his look of sheer peace while he was sleeping. She was even more surprised when his look of shock melted into a smile. A true smile. "All right then, I guess I can't argue with that, can I?"

Orihime's heart filled with warmth and quickly overfilled, her chest and stomach filling with pleasant heat that quickly spread out to her limbs. She suddenly felt lighter than air – like she would float away if something wasn't tethering her to the ground. Ichigo smiled! And he smiled at her! She could scarcely remember the last time she had seen him smile, if at all! The realization made her smile even wider, the warmth from the rest of her traveling up her neck and finally reaching her face. "Nope!" she exclaimed, clasping her hands together in front of her chest and jumping out of sheer delight.

In that moment, Ichigo decided he really rather liked the overjoyed Orihime he saw in front of him. Granted, it wasn't that different from the usual Orihime, but there was something different about her – like she glowed with a newfound inner light. He had always thought she was beautiful, one of the most beautiful girls in school, the most in his opinion; but that joyous smile and little jump made him feel warm all over and it made that strange smile want to come again. What the hell?! Before she could worm her way any deeper into his thoughts, he turned, that urge to squeeze her back in his mind. "Good night, Inoue."

"Good night, Kurosaki-kun! I'll see you tomorrow!"

He turned back just outside the door, the hint of a smile still tugging at the corners of his mouth. "I'll see you in the morning."

He pulled the door shut before she could respond and Orihime found herself staring at the door with her mouth hanging open and her eyes wide. "S-see me in the morning?" she spoke aloud. "What does that mean?" Yes, they would see each other in the morning at school, that was a given, but he didn't say, 'See you at school.' He said, 'See you in the morning.' Grasping her hands in front of her chest once more, Orihime leapt into the air with a happy squeal. "He's going to walk to me to school tomorrow?!"

A/N: I hope you've enjoyed this! It's only my second attempt at an Ichihime FanFic. Hopefully this will turn into something longer, although originally it was planned for just a one shot.

I don't know if anyone actually caught the reference, but "42" is in there for a reason! Let me know if you got it! I couldn't resist! Hahaha! Totally not Bleach related though...

The usual disclaimer applies. I do not own Bleach or any of the characters. They all belong to Tite Kubo.