Chapter 1 - Chapter 2

Several Days Later….
Underground Training Room
Orihime POV

"Huff…huff…." Orihime panted, dropping to her hands and knees, her body covered in dirt and sweat. "I don't think I've ever been so exhausted…."

A hand touched her shoulder and she looked up to see the smiling face of Yoruichi. "Well, it's to be expected. You have been training hard the past few days. Why don't we take a break?" Helping her up, Yoruichi put an arm around Orihime's waist, leading her to the hot springs.

A harsh blush erupted on Orihime's cheeks as Yoruichi began to undress her, striping her of her skimpy black training outfit. While they'd had a few more intimate moments, it still embarrassed Orihime whenever Yoruichi got frisky, although at the moment she was grateful since she was so tired she could barely move her arms. She sighed heavenly as Yoruichi lowered her into the hot spring, the werecat entering moments later and sitting right next to her. "So what do you think, Yoruichi?"

Grinning, Yoruichi patted her head. "You're doing excellent! You've really come along way. Your Shunko isn't perfect, but then again it took me and Soi-Fon years to perfect our techniques. Even Yushiro hasn't mastered it, and I taught it to him only a little while ago."

"Yushiro?" asked Orihime with a question mark hanging over her head.

Sitting back against the edge of the hot spring, Yoruichi undid her ponytail. "My little brother. He's the head of the Shihoin Clan now that I've abdicated. He has a fire-type Shunko. But that's beside the point." She smiled sweetly at her student. "You've become quite the fighter, Orihime. I'd bet you'd even give Ichigo a run for his money."

Orihime giggled at that, though she hoped that that would never be the case. Closing her eyes though, she was bombarded by thoughts of fighting Ichigo and, since this is Orihime we're talking about, soon the daydream escalated as she imagined herself transforming into a wind butterfly sprite. As she envisioned such a grandiose form, a question came to her. "Hey Yoruichi? I have a question about Shunko."

"What is it?" asked Yoruichi as she washed herself.

"Is Shunko kind of like your Bankai? You don't use a zanpakuto, so I was wondering if it has a higher form or something that you turn into." Orihime looked at her mentor with an inquisitive eye, hopeful.

Yoruichi hesitated before answering. "Well… in a way, yes. I've trained my Shunko and created a form that fits my lightning nature: Raijin Senkei, or Thunder God War Form in your tongue."

"Oh really!" Orihime gasped, giddy as she became excited at the prospects. "Can you show me?"

The Flash Goddess tapped her chin. "Hmm… I don't see why not. Hang on," she stood up out of the water, revealing her voluptuous, wet, naked body to the girl. "I should probably get out. If I activate my Shunko here, I'd probably electrocute you." Not even bothering to dry herself off or put on some clothes, Yoruichi climbed out of the hot spring and walked several feet away from the bathing Orihime.

"Shunko: Raijin Senkei!"

Orihime watched in awe as lightning erupted from Yoruichi's beautiful form, activating her Shunko. Her eyes widened as part of her hair glowed and stuck up, looking like horns. Her lightning arched and warped behind her back, looking like a ring of electric drums behind her. Orihime could understand why she called it Thunder God War Form; she did indeed look like a god of thunder; or in Yoruichi's case a goddess.

The orangette sat there in the hot spring mystified by Yoruichi's beautiful form. "Wow! That's amazing, Yoruichi!" She thought about her own Shunko and wondered if she could make a Wind God form…. "So is that your ultimate attack?"

Yoruichi was about to say yes when she hesitated. "Well, there is one more form I can take but…."

Orihime looked at the woman confused. "But what?"

Staring at the ground, Yoruichi's face became that of repulsed. "I do have another form which takes this to a whole new level… but it's such an undignified, half-cocked transformation that I hate it with all my being…."

"Oh…." Orihime frowned in disappointment. "Um…if it's not too much trouble…" asked Orihime, her curiosity getting the better of her, "Could you show me for just a few seconds?"

Yoruichi stared at Orihime, still radiating power. She looked around, contemplating Orihime's request. She didn't see any real negatives to revealing her final form, since nobody else was around to see her like it. Hoping that Kisuke didn't set up any cameras, Yoruichi decided to relent; since she had been training hard she figured she could give Orihime a break. "Ok. Just for a few seconds, alright?"

"Yay!" cheered Orihime, splashing around in the hot spring before getting out.

Yoruichi crouched down on all fours, like a cat ready to pounce. Orihime braced herself as Yoruichi was engulfed by a torrent of lightning. Before she completely transformed, Orihime heard her say the transformation's name….

"Shunko: Raijin Senkei: Shunryu Kokyubo Senki."

As Yoruichi's new form was revealed, Orihime understood why the name meant Flash God Black Cat Warrior Princess. Yoruichi looked like she'd fused her animal transformation with her Shunko. Now crouching on all forms, Yoruichi's lightning horns had changed to look like lightning cat-ears. Her arms and legs were covered in white lightning, claws on the end of her fingers and toes. Her breasts and crotch were only barely covered by an aura of lightning. What surprised Orihime the most was the tail swishing around on Yoruichi's backside. With her cat-like tongue sticking out, Orihime thought that the werecat looked absolutely adorable. "Aww! She's not undignified. She just looks cute, that's all," Orihime murmured as she stared in complete awe of her mentor's final form. "Ok Yoruichi, you can turn back to normal now." She watched in confusion as Yoruichi started to lick her paw just like a cat. "Um…Yoruichi?" She took a step forward and Yoruichi's head turned to face her in an instant, scaring Orihime.

"Meow?"

Orihime blinked. 'Did she just meow at me?' "Yoruichi?"

"Meow…" Yoruichi purred as she walked over to Orihime on all fours, her tail swishing back and forth. Confused at what Yoruichi was doing, Orihime stayed still as her mentor pushed her head into Orihime's stomach. The orangette could feel her body tingle as the lightning radiating from her body came into contact with Orihime's wet body. "Meow…" Yoruichi sighed as she began to lick her stomach. Orihime gasped as her electric tongue touched her wet skin, making arcs of lightning spark off her body. Through the tingling sensation, Orihime realized what was happening.

Yoruichi could no longer understand human speech. Her mind was literally that of a cat. "Yoruichi…" Orihime murmured, taking a step back. She didn't know what to do here. She didn't expect anything like this… "Hey!" Orihime cried out as Yoruichi pushed her to the ground, licking her way up her front.

Orihime's hands clawed at the ground as Yoruichi began to lovingly dote on her breasts. "Yor…Yoruichi!" Orihime moaned as Yoruichi's shocking tongue lapped at her nipples. "Milks not gonna come out, you know!"

"Meow…." Yoruichi backed off disappointingly. Orihime sat up and watched as Yoruichi stretched out her back, laying on the ground and sighing contentedly.

Orihime had stars in her eyes as she watched Yoruichi purr while curled up in a ball, her tail swishing back and forth. 'Oh my goodness! She's so…so… ADORABLE!'

Unable to resist, Orihime crawled over to the lounging Yoruichi. "Teehee! Aww! Here kitty…" Orihime cooed as she reached out, tentatively putting a hand on Yoruichi's hand. To her neverending delight, Yoruichi purred as she began to scratch behind her lightning "Cat-ears". "Oh my gosh! This is so much fun!" Orihime giggled. Going further, Orihime reached lower and began to pet her tail. "Oh my! It feels so real!"

Yoruichi laid her head in Orihime's naked lap, purring happily as Orihime petted her. Blushing madly, Orihime put a hand on her belly, feeling her Shunko power radiate as she began to rub it. "This is so cute!"

Orihime's petting was interrupted when Yoruichi looked up, a curious gaze in the werecat's eyes. The human giggled as her mentor licked her cheek before she gasped in surprise when Yoruichi pushed her onto her back, her tongue entering Orihime's gaping mouth. To Orihime it was like she was being kissed by a fountain of power. Every fiber of Orihime's body tingled as Yoruichi's lightning came into contact with her body. "Mmmmh…" Orihime moaned, her head spinning. Her eyes widened as Yoruichi pressed a knee to her dripping pussy. "Yoruichi!"

"Meow!" Yoruichi purred into her ear, her eyes rolling into the back of her head as Orihime responded. All that came out of Orihime's mouth now was moans as Yoruichi pressed her knee against her harder, her breasts rubbing together with hers. As Yoruichi devoured Orihime's mouth again, it finally dawned on Orihime why Yoruichi was so frisky, and it wasn't because she was in her normal horny attitude. 'Wait…it's spring in the Soul Society… and her body is just like a cat's now… she's in heat!'

The heat of the hot springs couldn't match up to the erotic flame that was Orihime and Yoruichi. The orangette's mind fogged up as she gripped Yoruichi's ass, returning the werecat's kisses with her own. Pulling away from Orihime's pink lips, Yoruichi purred away as Orihime ran a hand up her back, making the lightning shooting out of her become even more intense. "MEOOOOOW!" Yoruichi screamed with her head thrown back. Orihime could feel her knee become soaked as her mentor came on top of her, her black tail swishing madly. 'Wow…Yoruichi's sex-face is so pretty…' Orihime thought, close to orgasm herself.

As Yoruichi snuggled on top of her, purring with her head on Orihime's shoulder, the girl thought about what she was going to do next. She wanted to have some more fun with Yoruichi but the woman looked so adorable as she was now, lost in the throes of ecstasy, that she was just downright adorable. Still, her aching pussy was in dire need of release….

Orihime's musings were cut off when Yoruichi looked down at her, a sexy grin on her face. The orangette giggled as Yoruichi licked her cheek. Yoruichi then got up off of Orihime and rolled her over onto her front. "What?" asked a confused Orihime. "Yoruichi, what are you-OH!"

As Orihime was trying to get up, getting as far as her hands and knees, Yoruichi got behind her and began to lick her pink dripping folds with her lightning-covered tongue. Orihime saw stars as her werecat mentor began to eat her out. If having Yoruichi perform oral on her was intense before, it was downright unbelievable in her lightning cat-form. Orihime literally felt jolts of sheer ecstasy shoot into her as Yoruichi's Shunko-covered tongue licked her wet folds. "YORUICHIII!" Orihime cried, her arms failing her as Yoruichi's tongue wormed deeper and deeper into her, making arcs of white lightning erupt from Orihime's body. "OH! OHH!" she cried out with her butt in the air, Yoruichi lightly scratching her white cheeks playfully. "CAN'T…HOLD…ON!" Orihime groaned as her toes curled, Yoruichi rubbing her clit with a free hand, intoxicated by Orihime's musk. "CUMMMING!" Orihime screamed, climaxing all over Yoruichi's face.

Purring in happiness, Yoruichi leaned back and eagerly licked her face clean of Orihime's juices, addicted to her taste. Orihime, stunned by her shocking orgasm, collapsed onto the ground with her eyes rolled back, her breath ragged. Staring down at her friend, Yoruichi lay down next Orihime and nuzzled her neck lovingly, her black tail swishing happily as she snuggled with her new friend….

An hour later….

Orihime opened her eyes to find that her head was on Yoruichi's soft lap. She saw Yoruichi looking down at her with an amused face. "Hello there, sleepyhead. Have a nice nap?" the naked woman asked.

"Oh! Hi, Yoruichi. You're back to normal?" Orihime asked, quickly sitting up.

"Yes, when I feel asleep my transformation wore off. However," her eyes narrowed. "I see that you couldn't resist having fun when I was kittyfied…."

Orihime blushed in embarrassment. "I'm so sorry! It's just…you looked…you looked…so cute," Orihime admitted.

Yoruichi patted her head gently and kissed her forehead. "Well, I can't say I didn't enjoy it either so I'm not mad at all." Leaning forward, Yoruichi began to whisper into her ear. "But I'm still going to get even. See…while you were sleeping, I transferred just a little bit of my power over to you. And it's activated by a certain key phrase:

Black Cat Orihime."

Orihime's eyes widened in shock at her mentors words.. She was engulfed in a whirlwind when her Shunko suddenly activated and her body changing before her mentor. When the whirlwind died down, Yourichi grinned from ear to ear to see Orihime now in a similar transformation. Her hair was now sticking up, looking like cat ears and her tail swished back and forth. Her arms and legs were covered by a clear, air-like aura which also covered her womanly parts. Looking around, she sat on all fours confused. "Meow?"

Patting her lap, Yoruichi gestured to the transformed Orihime. "Here, kitty kitty…."

"Meow!" Orihime happily hopped onto Yoruichi's lap, cuddling with her mentor while purring uncontrollably as Yoruichi scratched her new ears.

"Now then, let's have some more fun, my sexy kitty…."

The End

