Kai entered the room and the room taking a seat upon a rock quietly waiting for Ichigo to come down. Urahara was busy informing Ichigo of the current situation with Rukia. Yuroichi leapt onto the rock next to him her tail switching from side to side. Ichigo entered the training grounds wielding his zanpakuto, but he wore jeans and a t-shirt. Kai stood with a smile.

"Hey, man how's it going?" asked Ichigo.

"Well. Are you ready for your training?"

"Yeah."

Urahara entered the grounds with an unusually large smile on his face. He was followed by Jinta and Ururu, "Well Ichigo let's start your training, but first I would like to you to fight Kai."

"WHAT THE HELL?! I'M NOT FIGHTING HIM! HE'LL KILL ME! DON'T YOU LISTEN TO WHAT PEOPLE SAY?! HE'S THE BEST."

Kai's hand was resting calmly on the handle of his zanpakuto, "Oh come on, carrot top."

"No way! You'll destroy me."

"You'll have to fight in the Soul Society. In order to save Rukia you can't back down," warned Urahara. Yuroichi sat closely by licking her paws.

The reaper sighed, "I'm tired of waiting." Kai charged Ichigo drawing his sword and swinging widely and with precision at Ichigo's head. Yet Ichigo had enough quick enough reflexes to avoid the first set of attacks.

"Hey! Hold on! Wait a minute!" shouted Ichigo while trying to fend off Kai's attacks. They seemed to be coming from everywhere.

"Come on Ichigo!" Kai's blade sliced at his head, "Fight me! Don't hold back!" Kai leapt into the air bringing his blade crashing down, but Ichigo leapt back.

"The first one to land 3 fatal blows wins."

"Ah shit," sighed Ichigo.

Kai swung again and Ichigo parried the attack, but the infamous reaper's strength was immense every blow was bone crushing. Kai pushed down on both blades bringing Ichigo to his knees.

"God damnit Ichigo, fight!" shouted Kai. He kicked Ichigo in the chest sending him flying. The orange haired boy slammed into the ground sliding across the dirt creating a large cloud of dust. Kai leapt into the air, but Ichigo brought his blade slicing through the air coming close to cutting open the reaper.

"That's better!" laughed Urahara.

Ichigo stood and attacked Kai head on. He brought his blade up, but Kai was too quick. He side stepped Ichigo and brought the tip of his sword to Ichigo's spine.

"1…" said Urahara.

"Bastard…" sighed carrot top. The two squared off again. This time Ichigo was the first to strike. The swords clashed sending sparks. Kai leapt into the air kicking at Ichigo. He landed a blow to the face. Ichigo grabbed Kai by the foot, "Got ya!" he slammed the reaper into a boulder sending rocks flying. He waited patiently for Urahara to award him a blow, but the bucket hat man said nothing. From the rubble Kai stood as if nothing had happened. He charged Ichigo and did a spinning kick to the face. Ichigo flew through the air landing hard. Kai jumped into the air plunging his sword straight at Ichigo's heart. The tip just inches away.

"2…" he grinned.

Ichigo stood his sword was glowing blue. It traveled up his body. Until he stood enveloped in spirit energy. Kai could sense his spirit energy and it had just shot through the roof. Kai grinned, "That's what I was waiting for."

"Shutup!" Ichigo charged Kai. He was trying to deliver blow after blow, but the reaper was simply shrugged them off.

"Kai I think you should show Ichigo your true power."

Kai smiled and in an instant Kai was glowing red as if he was on fire. He struck at lightening fast speed. Ichigo was able to parry only a few before he realized he was way out of his league, but he did not back down.

"I'll land a blow!" Ichigo shouted at Kai.

"Stop talking about what you're going to do and do it!" yelled Urahara.

Ichigo struck again, but Kai easily blocked his blade. He swung at his feet, but Kai avoided it and flipped over Ichigo. Ichigo spun around slicing at Kai's head, but the reaper ducked. The orange haired boy noticed when Kai's back was turned to him a large tattoo of the phoenix on his back, Wonder why he has that? Ichigo tried blow after blow, but Kai dodged every one of them. Carrot top was getting tired.

"That's it!" Ichigo's power went off the charts.

Kai looked at him, He's powerful. I'll give him that, but he needs to learn control or he'll kill himself.

"God damn you!" he shouted at Kai.

Ichigo's attacks increased in strength and speed, but still it didn't seem enough to even come close to Kai. Ichigo lifted his sword high into the air and brought down what he thought would be a finishing blow, but Kai caught the blade holding it in place.

"3…" he smiled.

"What?" Ichigo's spirit energy evaporated to what it had been at the beginning of the fight. He felt something pressing at his stomach. He looked down to see Kai's blade at his abdomen.

"Damn it."

Blood was trickling down a small cut in the palm of Kai's hand, but it was minor. Urahara came up to them with a smile, "Now it's time for my training." Ichigo's jaw dropped.

"I can't believe I couldn't even land one blow on him."

"Don't be so hard on yourself, Kai is probably the hardest person you'll ever fight. Not many can beat him in fact no one can. But luckily he's on our side." He laughed.

"Then why the hell did you make me fight him?!" demanded Ichigo.

"It wasn't my idea. It was his."

Ichigo looked to Kai, "You've got some nerve."

"You're strong, Ichigo, when you need it your strength will never fail you." Kai reassured him.

Kai walked over to Yuroichi was till perched a top a rock. He sat down on the ground next to her and began to wrap his hand.

"What were you trying to prove by fighting him?" she asked.

"Just how far he can push his spiritual energy."

"And?"

"He has a lot more potential. He'll be ready to fight in the Soul Society once Urahara is done with him. He has the strength he just needs the control."

"What about you? You ready to fight to save Rukia? To go against people who adore you?"

"I will fight for what is right," He looked at her, "That is why we all fight."