The red-headed girl walked through Karakura Town, so immensely bored that she didn't think she would find anything to do. Finally, she saw a little shop and smiled to herself, walking inside slowly, carefully. She didn't want to be discovered, after all. Everything in this store was cute, and/or cuddly. Some of it was edible, and some for souvenir purposes.

The blonde shop keeper had felt her spiritual pressure coming before she even saw the shop, so he thought it might be funny to just, scare her a little. So he had hid behind one of the shelves, waiting for her. When he decided she was in far enough

"BOO!" He yelled as he jumped out

"Hmm?" she looked over at him from where she stood at one of the shelves and sweatdropped gently.

"Ahh~" she squealed playfully, a little smile on

her face as she looked over at him.

"Well hiya Katerina! How you been?" He asked happily, with a grin on his face

"Fine, Mr. Urahara. Just fine." she said, smiling at the blonde haired man who intrigued her so. She knew he had once been a Captain, after all, she had been there to test for Lieutenant just after he'd taken his Captain's exam.

"How is... life in exile?" she asked. She didn't want to hurt him, knowing it was a sore subject, but she had to ask something.

His face dropped a little at her question. Lately it had been becoming unbearable, but he would never admit it. So he put the grin back on his face.

"It's just fine" he said grinning, walking behind the counter and putting his elbows up on it, propping his head on his hands.

"Now what brings you to my humble abode?"

"Hmm? I was just getting a little bored outside."

she said gently. She had notice the drop in his usually cheerful demeanor, so she walked over to him and laid a hand on his cheek.

"You can talk to me about it, y'know? I'm glad to listen to your problems." she said lightly

The fake grin on his face quickly wore away, as his eyes glazed over slightly, and turned cold, like he was replaying a terrible memory. Which he was.

"Thanks Kat, but I don't talk about those things." He said as he walked to the back of the shop, closing the door behind him.

She let out a huff. He wasn't letting her in. Or anyone else for that matter, most likely. She had to cheer him up, as it was her fault he was like this now. She quickly walked to the door leading to the back of the shop and opened it.

"Kisuke Urahara." she said gently, biting her lower lip as she tried to find him.

He'd gone down to the secret training arena, and gone to one of the highest points down there, and just sat on the rock. He liked to come here when he was feeling down, it helped... somehow.

He could feel her moving around the shop, looking for him. He masked the majority of his spiritual pressure, but left only a tiny bit to be tracked on, but he knew it was enough for her. For some reason, he wanted her to find him.

She felt that one bit of pressure, finding it, of course as he predicted, just enough to trace him to the underground training room. She walked up behind him and kneeled at his side, putting her hands on his shoulders.

"Kisuke?"

He turned his head away, with that cold look still written across his face. He wished he could claw out his eyes and un-see the things he had seen, but that was merely a fools dream.

"What is it?" He asked, with no emphasis or emotion in his voice.

She sighed a little and started rubbing his shoulders.

"I'm sorry for bringing it up." she said gently, a soft, tender look on her face. She really hadn't wanted this, at all. But she had to try and cheer him up now. That was all there was to it, since Yoruichi was gone, there was almost no one left to get him back on his feet.

He remained looking away, but he couldn't help relax a little at her touch. It was, reassuring. Like hers.

His eyes widened at the realisation of this, and when he looked at Kat, for a brief second, he saw Yoruichi. And then some tears started to well in his eyes, as he looked away again. 'Dammit!' He thought, 'I let her straight back. And so easily too! How could I let myself believe that?' He started gritting his teeth.

"Kisuke?" she asked gently, wiping the tears from his eyes as she sat in his lap.

"Please... don't feel sad. I'm here for you." she said gently, kissing him lightly on the cheek. "I'll be here if you want me to be."

As he remained looking away, he couldn't ignore the similarities between the two women. But this is Kat, and Yoruichi was, Yoruichi, he admitted to himself as he sighed.

He hated feeling this, especially when others were around. It made him feel pathetic.

"Thanks, but I'll be fine"

"Don't push me away like that." she said. She wasn't feeling pity for him, she was sympathizing with him. All she wanted was to make him happy.

"Please... let me in, Kisuke."

He wasn't trying to push her away, it was just happening because of how he felt. But perhaps, it was time to open the door for someone.

"Why should I let you in?"

She smiled gently, then just all out kissed him, straight on the lips and passionately.

"Because I care enough to do that. And this." she said, nuzzling into his chest. "I care, Kisuke. I care so much."

As she kissed him, it caught him completely off guard. His eyes widened and he nearly fell over backwards. Their lips were even similar.

He just sat there for a bit, trying to register everything that just happened.

"B-but... why?" He finally said, looking down at her

"Because..." she thought for a moment. "Because I can't help it. Because I love you..." she said, bring him up towards her and wrapping her arms around his neck.

"So don't push me away." she said, nuzzling his chest.

He looked away, she was too much like her

"I can't love you... you're too much like her..." he said slowly, with a tear in his eyes

"I'm nothing like Yoruichi..." she said lightly, eyes narrowing slightly in sadness. Why? Why was he...? He couldn't leave Yoruichi's memory alone. So now he was comparing she and Yoruichi? She wouldn't be able to stand this much longer.

He looked down. Perhaps she was right, and they were nothing alike, and that he was searching for bits of her in other people. But he couldn't keep living like this. No, this wasn't even living. This wasn't even just surviving. It was barely existing.

"I'm sorry Kat... " He looked up at her with sad eyes. He had just grasped the fact that she wasn't coming back. Something he'd known for a long time, but never admitted.

She smiled at Kisuke, looking into his sad eyes with her sapphire ones.

"I love you. So it's alright. Please. Just relax." she said, holding him gently to her.

He stared back into her eyes, with a small hint of new found longing in them.

"I... love you too..." he said slowly. Those four words were much easier to say than he thought, since it had been so long since the last time he said them. He nuzzled up into her, wrapping his arms around her thin waist.

Kat smiled gently as he nuzzled into her and just held Kisuke close to her body. Only he could make her feel so complete like this.

'Confide in me... Kisuke, confide in me. Never feel like you can't tell me something because I'll be mad about it. I won't.' she didn't know how she could say this out loud, so she only thought it. Maybe he would feel what she wanted

to tell him. She wanted him to be able to tell her things.

As he nuzzled into her, and he felt her arms enclose around him, it felt like there was another set of arms, spiritual arms, to protect him and care for him. They weren't Yoruichi's, which surprised him. They were Kat's! He realised, slightly shocked. 'She really does love me...' he thought. It felt as though, he was safe in her arms, all of them, and that he could talk with her. Something he hadn't done with anyone for a long time.

"Thank you..." he said quietly, nuzzling closer to her

She nodded gently against him, holding him ever so close. It was like she'd never let go. And she never would, ever.

"I won't let you be alone anymore." she said, smiling sweetly and running one hand through his dirty blonde hair gently.

He thought about it for a moment, and realised something else, and smiled.

"I never was alone, you've always been around me. Haven't you?" He asked as he looked up at her, grinning that famous grin once again, after all those years, this one wasn't fake.

She nodded and kissed him.

"Of course I have." she said, smiling at him. A soft, gentle, sweet smile that said millions of things at once. She'd always had her heart set on him. Always tried to keep him company. It was she that had been friends with he, Yoruichi, and Tessai all those years ago. He was the reason she'd become a Soul Reaper. He was the reason she still was. She wanted to help him and always would, always had, forever.