Chapter 2 -The Sword Fiend Queen

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Benihime was leaning against a tree. Still reeling from the fight earlier. Her wound was healing quickly, but she was still hurt.

"Tch." She snarled as she thought about her lost opportunity to kill Kisuke. She wanted to finish him. She had to finish him. If he'd fought like that bef-.. She was trying to find a place to hide, a safe place to hide, rest and plan.

Finish this. Finish him.

There was a rustling behind her, in a flash of red, she materialized her Zanpakutou and held it up defensively. Standing straight and ready.

"You're a Zanpakutou, right?" A voice came from the trees. She turned her stance in the direction, squinting.

"I'm a friend," the voice said, then a thin figure of a young boy in short orange pants and hooded vest, blue eyes and small set of horns, came out of the trees. He had a sweet face, and bright eyes.

"Have you lost your master?"

"Master. Hmph. I have no master." Benihime snarled.

"Neither do I. You're a Zanpakutou right?" Her eyes narrowed, his hands were in the air. "I'm Bakuhatsu no Mu. I'm your friend."

"I'm not yours," Benihime said putting the edge of her katana to his throat. "Sin-"

Suddenly glowing tentacles wrapped around her. She was quickly losing her strength.

"Shinobu! STOP!" She's one of us!" Bakuhatsu yelled.

Benihime passed out.

His memories were clear. The time in his inner world when they talked most freely.

Everything was white, like they were floating in the clouds. He always stood on a giant gear. If he needed to move another gear would appear, always moving clockwise to take him in the direction he wanted to go.

She hovered, feet above the center of the main gear. Red hair around her like beams of light, wrapped in red bandages, black fingernails and toes, her red mask. She normally kept her eyes closed, as if she was bored with him, rarely making eye contact.

"So, how's that Shihouin, bitch?"

"BENIHIME!"

"Hmph. How is lady Shihouin?" she sarcastically restated

"You know she's fine." Kisuke replied, his back to her now, arms folded.

"You choose to spend more time with her than me, though."

"You know that's not true."

"I'm all you need, you know." She was at his shoulder now. Eyes glowing jade green, under half lids.

"I need her too. With you on one side" He touched his katana. "And her on the other, I can't lose."

She was back in the middle of the gear. Eyes closed, brow furrowed.

The memory went to another encounter in his inner world. She was angry standing beside him on the gear. It was going incredibly fast. He was pacing holding his head, running his hands through his wild blond hair.

"What are we doing! Let's go back!"

"We'll be killed if we go now!"

"Not if we tell them what happened! That Aizen-"

"I tried to tell them, they wouldn't listen. They won't listen to reason!"

"Well, we can't run away! We can't let him win. GO back! Tell them again, make them understand!"

"Benihime! I can't I've tried!"

Her teeth were bared, her hand on her katana.

"We'll let me talk to them!" she growled drawing her sword!

All went red... then he woke up

"Boss you're awake!"

Urahara was still groggy as Tessai walked over to him and helped him sit up. He felt his side. The wound was gone. He looked over to see Orihime drinking tea with Hachi.

"Ah, Urahara san." she said brightly smiled, "You're up."

"Thank you Inoue-san," he replied sheepishly

"Don't mention it. Kurosaki–kun and Rukia brought you to my house. And we got to work right away." She said referring to Shun Shun Rikka. She was continuing on, but Kisuke was taking in his surroundings. They weren't at the shop, seeing Hachi and Love he realized they must be with the Vizards.

"Mr. Urahara, you're okay," Ururu said shyly. "We were so worried."

"Yes, I'm fine Ururu; I see you're doing well too"

"Yes, Orihime, healed us in no time," Ururu said, beginning to choke up. "I'm glad you're ok. Mr. Urahara."

She grabbed him around the neck, hugging him fiercely.

"I am too, Ururu. I am too," he said somberly, rubbing her on the back.

"We were worried boss," Jinta said coming over, and patting Kisuke on the shoulder.

"I was too, for a minute, until I saw Ichigo come to our rescue," he said brightly

"Urahara! You're up, " Ichigo said coming in the room with Rukia, Shinji, Hiyori and Sode no Shirayuki. "What the hell is going on?!"

"Just a lover's quarrel. Don't worry," he said smiling.

"Stop fuckin' around Kisuke," Hiyori demanded squatting down beside him, her old captain. "Tell us what's going on."

He took a breath and looked at the faces around the room.

He told them what he knew for sure. That Muramasa was dead weeks before he lost contact with Benihime. The last meeting when they talked she was standing looking "quite upset", her hand on her sword. She had been trying to "read' him, listen to his thoughts, look in his heart.

He'd kept Muramasa and the Zanpakutou upraising from her, along with certain other things, over the years, because she had a very bad, vindictive temper, and he was definitely against Muramasa bringing that out.

"Then how did she materialize?" Ichigo asked.

"Pure rage and willpower, is my estimate," he said flatly. "She's a very powerful proud Zanpakutou. That's why I try to limit her use and don't let her off the leash."

"Why was she trying to kill you?" Rukia asked.

"Probably any number of things." Kisuke said reflecting.

"Dammit Kisuke this isn't a joke. What's going on?" Hiyori said hitting him with her shoe.

"I don't know... I just don't know. She wouldn't tell me anything, but she also won't stop until I stop her."

"Until WE stop her. You're not doing this alone Kisuke." Shinji says arms folded head down. "Besides you still owe me $50."

"Really?" Kisuke said, brow furrowed. "I thought I paid that back."

"What're doing taking money from a lowly student like me anyway? You're a damned business owner." Shinji said jumping up standing over Kisuke.

"We'll I didn't actually say I needed it;" Kisuke went on calmly." I just wanted to see if you'd give it to me. And you did, you're such a good friend."

He looked up at Shinji sweetly.

"You asshole, you better pay me back. Don't even think about getting killed until you pay me back!" Shinji punched Kisuke in the top of the head.

"Oh, watch out I'm still injured." Kisuke held up his hands as if to surrender. He reached for his green and white stripped hat, and put it on.

He stood, Tessai nearby to help if he needed it. "Is Yoruichi still in the Soul Society?"

"Yes." Rukia said.

"Good."

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GOTEI 13: SQUAD 2

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Yoruichi was watching Soi Fon train her men. She was proud of her once bodyguard, who'd taken her position as Captain of squad 2. There was a bittersweet feeling in just being a visitor now.

"Very good, Soi Fon, making me look like I was just playing when I was Captain." Yoruichi said as Soi Fon finished the training.

Soi Fon blushed immediately.

"Oh, Lady Yoruichi. Don't say that. I could never surpass you."

"No, it's true. If it had to happened any other way. I still would have wanted you to take over as Captain." She said proudly, hugging Soi Fon. "You're a great soldier and even better captain."

Soi Fon continued to blush. They headed to Soi Fon's office and had tea. They spent the rest of the afternoon, walking through the courtyards of the Seireitei.

Same time every year, for about the last 100 yrs., Yoruichi came back to the Soul Society, no one knew or recognized her. It wasn't until Ichigo, in the process of rescuing Rukia, had revealed Aizen's plan that she had been able to come back and show herself.

She felt nostalgic.

"There you are demon-cat." Kurotsuchi's squealing voice said coming up behind Yoruichi, with Nemu in tow.

"Kurotsuchi." Yoruichi nodded, as she turned around folding her arms.

"Hmm? How's that man?"

"Kisuke?" she said smiling.

Soi Fon winced and did Kurotsuchi.

"He's doing well. He told me that he'd like to talk to you about some ideas."

"Hmph. I don't have time for his crack pot ideas or schemes. It's his irresponsibility that created the Hyogyoku and the whole mess that followed."

"How dare you! HIS creation didn't cause Aizen to go power mad and try to destroy the Soul Society!" She said, furious, fists clinching.

"No, it just gave him the means to do it." Kurotsuchi said plainly.

Yoruichi's teeth were bared. "Why you..!"

"There, there kitty. Don't bite." Kurotsuchi put his hands up.

Soi Fon stepped between them.

"Was there something you wanted Kurotsuchi?"

"You say he's doing well?"

"Yes."

"Are you sure?" Kurotsuchi continued cryptically.

"Yes." Her eyebrow raised.

"As you say. Come along Nemu." Kurotsuchi left with Nemu.

"What was that all about?" Soi Fon asked stepping closer to Yoruichi as they watched Kurotsuchi leave.

"Hell if I know."

Yoruichi's eyes lingered on Kurotsuchi as she tried to wrap her mind around comments.

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KARAKURA TOWN

When Benihime woke, she was lying in a bed, in a beautiful room.

"Oh, you're awake. I'm sorry for my friend. He acts before thinking. You're a Zanpakutou? What's your name?" Bakuhatsu speaking quickly in one breathe, was a pleasant as every sitting in a chair beside her, smiling.

She knew she wouldn't win with force, not without knowing her enemy, so she relaxed her tense muscles and forced a half smile.

"Benihime," she said shyly, batting her eyelashes.

"Sugoi! Beautiful. " He blushed.

"I mean you're name. I mean you're beautiful, too. But I was talking about your name that time." Bakuhatsu couldn't stop stumbling over his words.

She was very beautiful to him. He couldn't stop staring

"My friend here is Shinobu. His ability is to suck out or block your reiatsu." He sighed. "Sorry, that's what he did to you earlier, but he didn't know you were a friend. You are a friend, right?"

"Hmph" Shinobu turned away from them in the corner.

"Of course," she smiled sweetly. "I was just frightened because I lost my master."

"Us too."

Shinobu, a huge towering Zanpakutou, with beady eyes and a white mohawk, wasn't buying Benihime, and watched her closely. His arms were almost as long as his body. Benihime stared at him from the corner of her eyes.

"I'm still so confused. Can you tell me what's going on?" Bakuhatsu no Mu told Benihime of Muramasa and the Zanpakutou upraising.

That asshole.

She had known something was going on with the Zanpakutou from the beginning, but Urahara had blocked this from her like so many things he had been keeping form her over the years.

Well he was right to keep her from Muramasa, because she would have killed him as soon as she got the chance.

They went on to tell her how the master less Zanpakutou were now being hunted by the shinigami. They had been branded SWORD FIENDS, but all they wanted to do is live and follow their instincts.

"I think we can help each other." Benihime began. "My maser just recently slipped away from me, but he had intimate knowledge of the Gotei 13. He was a Captain."

"You're master was a captain? I knew there was something special about you." Bakuhatsu was bright eyed.

"Yes, I think we can finish the Zanpakutou uprising that Muramasa started, or at least let them know we mean to live by our own rules."

"You're both fuckin stupid. They're gonna hunt us down and kill us all!" Shinobu said folding his arms. "Besides how do we know that her master was a Captain? I ain't following that damn bitch nowhere."

"Shred!" A red energy blast stabbed Shinobu in the shoulder pinning him to the far wall.

"Last time I wasn't ready. Now I am."

"She can lead us Shinobu, we won't just go aimlessly anymore." Bakuhatsu tried to reason with him.

Shinobu took the shard from his shoulder, falling to the ground; he bowed his head, snarling.

"There are others. You can lead us. Show us what to do."

Benihime smiled.

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to be continued..