It'd taken her a year, but she finally had it. It was well worth the effort. She slipped along the rooftops and enjoyed the feeling of her lithe feline body. She didn't have any particular plan for the evening, she'd just felt the urge to wander and she thought why the hell not. It was the perfect way to spend a Saturday evening and had the added benefit that no one knew it was her to insist she join them at a bar or other social event.

She was in the 13th division when she noticed soft lamplight emanating from Ukitake's quarters and out onto his porch area. It was slightly concerning as she thought he and Shunsui were supposed to do a bar crawl tonight. She contemplated moving along, but curiosity got the best of her and she told herself she'd just make sure he wasn't ill before moving on. Leaping down from the rooftop to a windowsill and onto the ground she reveled in her own acrobatics. Rounding the corner of the building she came upon her Taicho and Ukitake-san relaxing on the porch.

They both looked well enough and were laughing at something so they must have decided to just enjoy the warm summer air in the comfort of Ukitake's quarters. She was about to move along when Ukitake must have noticed her movement.

"Well, hello there," Ukitake said kindly. "Aren't you a pretty kitty?" She preened at the compliment. She was a very beautiful cat. Sleek soft solid black fur and her unusual eyes. "Won't you come over and say hello?"

She hesitated at that and looked at Shunsui. She certainly didn't want to do to him what had been done to her. Really all she'd wanted to know was if Ukitake-san was ok.

"Shunsui won't hurt you," Ukitake coaxed. "I know he looks big and scary, but he's really just a big softie."

"Yeah, here kitty, kitty," Shunsui cooed. He winked at her and she took that as an invitation.

She trotted cautiously into the ring of light and sniffed at Ukitake's outstretched hand. He smelled like sweet candy and ink, although she was startled to discover she could smell a tinge of sickness underneath it all. She rubbed her head into his waiting hand and he scratched her neck obviously thrilled she'd let him. She froze as he scooped her into his arms though. Shunsui had picked her up a couple times when she'd first learned to change, but she'd never had anyone else do it or without asking. It was a strange sensation.

She saw Shunsui smirking at her and knew he must know exactly what was going through her head. She exhaled sharply at him and snuggled into Ukitake's hold just to spite him.

"What a friendly cat," Ukitake said delighted. "You were saying, Shunsui?"

"Oh, I just think it'd be worth the trip to the living world. Rangiku-chan said it really is a great movie."

"Hmm, maybe," Jyuushiro answered while absentmindedly settling her in his lap and petting her in the most delicious way. She could get used to being a cat. "But is it really good enough to do the paperwork required to go?"

"We could always have Nanao-chan do it," Shunsui suggested. She jerked her head up to glare at him for that. He looked awfully pleased with himself.

"How is your lovely Fukutaicho? I haven't seen her in a while." Nanao purred lightly as his fingers found a spot on her throat that felt nice. She let her eyes slip shut in pleasure.

"She's doing well."

"Not angry at you anymore for whatever it was the two of you were fighting about a while ago?"

"She's forgiven me I think." Nanao quirked an eye open at him, but didn't otherwise object. He'd held up his end of the bargain well enough.

"You really are going to have to stop doing stupid things to irk her if you want her to take you seriously one day."

"But she's so fun to rile up," Shunsui teased. Nanao flattened her ears.

"And approximately how many girls have you gotten to date you by pulling their pigtails?" Nanao's eyes snapped open and Shunsui shifted uncomfortably. Since when had he been seriously trying to get her to date him? He joked and flirted of course, but he did that with everyone. It was odd for Ukitake to be harassing him about it this way though if there wasn't something behind it.

"I do not pull Nanao-chan's pigtails."

"Shunsui, if she had pigtails to pull you'd be pulling them."

"Can we talk about something else?"

"When have you ever wanted to change the topic off of Nanao-san?" Ukitake stopped petting her in shock, and she stared at Shunsui interested too. Shunsui glanced at her quickly before glancing away and shrugging. "Things are better between the two of you aren't they? You never did tell me what happened."

"We're fine. It was nothing really."

"Well now I know it's serious. When have you ever not been proud to tell me the latest way you've devised to keep Nanao-san's attention entirely focused on you?"

"Just let it go, Jyuushiro."

"Did you finally make a real move and get rejected? Is that why it's been so weird between you two?" Jyuushiro had completely left off petting her, but Nanao was too focused on the conversation to truly notice. "I honestly never expected her to turn you down if you were serious." Nanao's head craned around to look up at Jyuushiro at that proclamation. "I mean I knew there was a slight possibility, but all the signs were there that she was attracted to you. At least everyone thought they were."

"Jyuu, I didn't make a move, and Nanao-chan is not interested. Just let it go." Nanao glanced back at him. It wasn't that she wasn't interested per say, she'd just never thought any part of it was serious and hadn't really thought about it one way or another. Obviously she was physically attracted to him, he was an attractive man after all, but she'd never seriously contemplated dating him.

"Why are you being so tight lipped about it? You're never like this. Oh no. Did she take a lover again? The last time you were like this was when she was with that man from the 4th." He was upset about her old boyfriend? When had he been upset about that? She certainly hadn't been aware.

"No, it's nothing like that. Seriously is there nothing else we can talk about?" Shunsui snapped.

Jyuushiro startled at the harsh response. "Sure, anything you want."

"Sorry, Jyuu, I didn't mean to be rude. Nanao-chan and I are just fine." He switched his attention to Nanao sitting in Jyuushiro's lap. "Here, kitty, kitty. If Jyuushiro won't pet you I will." He reached out a hand to her and she stared at it debating.

She finally took sympathy on him and stood up padding across the porch to his reaching hand. He picked her up smoothly and deposited her in his lap rubbing down her back. She arched under his hand and then circled around twice before making herself comfortable on his legs.

"The cat seems to like you at least," Jyuushiro noted. "Maybe you can keep him if he's a stray. You can both take naps in the sun together."

"I'm sure Nanao-chan would love that," he answered sarcastically. She dug her claws into his leg lightly just to show how very little she'd like that.

Jyuushiro laughed. "I thought we weren't allowed to talk about her."

"You aren't because you're saying ridiculous things."

"Since when has noting that you're obviously in love with the woman qualified as saying ridiculous things? I've accused you of it often and you've agreed readily enough until now."

She felt his hand stiffen in her fur and she looked up at him out of the corner of her eye. He shot another quick glance down at her and just as quickly looked away. He actually had feelings for her, romantic feelings! She'd never have believed it, but Jyuushiro wouldn't be saying these things in what he thought was privacy if they weren't true.

"Yare, yare, are you interested in going to the movie or not?"

"I suppose if you want to, but we're not making Nanao-san do the paperwork for it." Jyuushiro took a sip of his tea. "Unless you think you can convince her to come along?"

Shunsui laughed at that and Nanao actually would have too if she wasn't currently supposed to be a cat. Much to Shunsui's chagrin, Nanao had a deep baritone voice in her cat form. "Perhaps I can convince her." He scratched that spot on her neck that she now understood why he liked so much. It made her feel like melty butter in his hands. She felt her eyes drift shut again. They continued to talk about movies and books and Nanao tuned them out. It was hard not to under Shunsui's ministrations. She purred contentedly and felt herself fall asleep.

"I should be getting going," Shunsui said as he noticed Jyuushiro yawn for the third time. "It's late."

"I don't see how you're going to." Jyuushiro said nodding towards his lap.

Nanao was curled up in a sleeping ball of comfortable kitty bliss. "I'm not going to sit here all night just because a cat happened to pass out in my lap."

"Where do you think he came from? I'm not aware of any of my division members having a cat."

"Probably just a stray." Shunsui smiled down at her. "I'm sure he'll find his way back to wherever he came from. It's not like he looks abused or underfed." He shifted his stiff legs and Nanao stirred. She lifted her head and blinked up at him with those big indigo eyes. They were just lucky Jyuushiro hadn't looked at her eyes long or he'd have figured it out for sure. Or perhaps he was unlucky considering how much his friend had decided to torture him about Nanao that evening. He supposed it was only fair that she hear some things he'd rather not have her hear after everything, and he was the one who'd welcomed her to stay. "I'm going home kitty. Don't you have some nocturnal prowling to do?" Nanao stood up slowly and gave a languid stretch before stepping out of his lap.

"Maybe I should take him inside for the night," Jyuushiro said cautiously. "Make a few signs and see if anyone is missing a cat tomorrow." Jyuushiro was such a sucker for helpless animals.

"He's fine," Shunsui said as Nanao headed towards the edge of the porch. Just out of Jyuushiro's reach he noticed. "He doesn't have a collar. I'll see you tomorrow, yeah? For lunch?"

"Yeah, I'll be there." Jyuushiro was still watching the cat and Nanao jumped down into the yard and sauntered around the corner of the building.

"The cat will be fine. Get some sleep, old friend." He waved goodbye and followed in Nanao's wake.

He was only half surprised when he found her waiting for him in the street. The moonlight glinted of her fur and he grinned at her as they started strolling down the street together. "Happy with yourself?"

"Very much so," she said in that deep male voice she took on as a cat. "You and Ukitake-san are very good at petting."

"Well, we're very talented men," he said with a leer. "Were you planning on spying on us this evening?"

"No! I only wanted to check that Ukitake-san was ok when I saw his light on, as I knew you both were supposed to go out tonight. I would have left, but I thought you were saying it was ok for me to stay?" She sounded nervous at the end and he smiled a little.

"I was. It's fine. I always invite you along in human form anyway, you just say no."

"I like doing it as a cat better," she admitted. "No pressure to hold up your end of the conversation or have a drink. In fact you can fall asleep mid-conversation and no one cares. I think I'll do it as a cat always from now on."

"Nanao-chan," he laughed. "I'm going to have to out you if you really decide to live life as a cat."

She laughed too and jumped up on a nearby fence to walk more on his level. "Fine, only on weekends."

"I find it very difficult to read in my cat form. Different eyesight and all."

"Fine, only occasionally."

"Come on, I'll walk you home. Unless you really do have nighttime wanderings to get to?"

"No, I was just stretching my legs," Nanao said stretching out a paw for emphasis. "I could go home now. Oddly enough I'm still a little tired."

"Changing takes a lot of energy. It'll be less draining as you continue to practice."

They walked along together in comfortable silence for a little while until Nanao broke it. "What was Ukitake-san talking about?"

"When?" Shunsui asked playing dumb. He'd honestly hoped she'd let it go.

"About me. You know when he was teasing you about us."

"Was he?"

"Kyouraku-Taicho," she said in her best displeased Fukutaicho tone, which was a little disconcerting coming from a man's voice.

"Yes, Nanao-chan?"

She bounced down from the fence and turned to sit in front of him in the street bringing him to a stop. "Do you actually have feelings for me?"

"Of course I do, Nanao-chan." He reached down to scratch her head, but she twisted away and bit his hand lightly in response.

"You know what I mean," she said seriously. "Do you have real romantic feelings for me? Or is it all just a joke?"

"This is a difficult conversation to be having with a male cat."

"Want me to change back? Will it be easier to have with a naked woman?"

"Definitely not," he said laughing. If she was naked in front of him he wouldn't be able to have a conversation at all.

"Well then I would like a serious answer."

"He was just teasing me, Nanao-chan."

"Then you weren't upset over my previous boyfriends? And all your flirting is just a joke?"

He exhaled harshly and glanced up at the night sky. "Do you want it to be a joke?"

"Coward," she said staring up at him unblinking. "You listened to my private thoughts for years, I think it's time I deserve some of yours."

"I also listened to your rants about me over the years. Doesn't give a man a lot of confidence to express his feelings."

"Well you drive me insane," she said shrugging her little cat shoulders in a way that made him smile. "But according to Ukitake-san you do that on purpose."

"Fine, I have serious romantic feelings for you. I won't ever impose them on you though, and it won't affect our work. I've handled them just fine so far so you don't need to worry about it."

"And you were actually jealous of my exs?"

"Jealous is a strong word." She cocked her head to the side as she stared up at him. "I wasn't jealous. I was just upset because I'm older and wiser and knew those men were wrong for you."

"As opposed to yourself?"

"Clearly I'm not right for you," he said shaking his head. "I had to eavesdrop on you for years just to get any real information out of you about your personal life."

"You never seriously asked me."

"What?"

"Just like you never seriously told me how you felt. I thought you didn't really want to know or wouldn't actually care if you did. I thought you asking me questions was just another way to badger me or you'd tell me not to be so uptight if I shared my problems with you."

He was horrified. Of course he'd played it casual to protect his own feelings. He'd never thought he'd hurt hers. "Nanao, I'm sorry. That was never my intention."

"Clearly not. So?"

"So what?"

"So ask me seriously."

"Ask you what?"

"Anything you want," she said as she stood up and started walking again. He stayed still in shock for a moment, but hurried to catch up when she shot him a displeased look over her shoulder.

"Ok then. How do you feel about me having real feelings for you?"

"I'm still deciding. It was a surprise to me after all."

"Oh." He kicked a rock out of the street and they both fell silent as a group of shinigami wandered passed them drunkenly. "Prior to my admission, did you ever have any feelings for me?"

"Of course. You're my Taicho and a friend. I care about you very much."

Well, he supposed that was the best he could hope for. There was a reason he hadn't confessed to her. She'd never overtly said or done anything to imply she wanted more with him. Jyuushiro and his other friends often said the amount of time and care she put into him was proof enough, but she had a strong sense of duty and he'd always known that.

"I never contemplated a real relationship with you before, because I didn't think you'd want one. Have I occasionally fantasized about sleeping with you? Obviously. What straight female hasn't?"

Well that made his brain short circuit. They'd reached her front door and she slipped behind a bush. She popped out a moment later with keys in her mouth and came over to drop them at his feet.

"How were you planning on getting in if I wasn't here?" He knelt down and picked up the keys.

"I'd have carried them into the backyard and changed there and let myself in. I have a fence for a reason."

He unlocked the door and held it open for her while she slid in in front of him. "Come on in," she called. "I'll be out in a minute."

Well that was new. She'd never invited him into her home – at least not when he was human. He shuffled in, removed his shoes, and walked a few steps into her home finding himself in the living room. Too nervous to do anything at all he just stood there. She came out of her bedroom a few minutes later dressed in a light sleeping yukuta. Her hair was down and he tried not to stare.

"Well?"

"Well what?" he asked.

"Was that all you wanted to ask? If that was it you certainly didn't need to take on a cat form and spy on me."

"What fantasies have you had about me?" He could have kicked himself. Why in the hell had he let that come out? He was definitely getting a talking to now if she'd didn't just throw him out.

"The usual kind I expect," she said with a shrug. "Have you ever had any about me?"

He stared at her in shock. "I mean I admitted to wanting to date you so obviously I've thought about you that way."

"You never admitted to wanting to date me," she said curling up on the couch with her legs tucked underneath her. "You just said you had romantic feelings for me. That could mean you want to have sex and then move on."

"No!" he shouted and she jumped a little. "Sorry, I just. I mean no. That's not what I meant by that. I mean obviously yes, I'd like to sleep with you, but no that's not all I want. I'd like to date you."

"I tend to nitpick boyfriends," she said cocking her head to the side, looking just like she had as a cat for a moment. "But you know that. I've nitpicked them to you."

"You already know all my faults, Nanao-chan."

"True enough. So how long have you felt this way?"

"Years," he admitted sinking down on the couch next to her.

"Why?"

"Why?" he repeated. "What sort of question is that? There's a million reasons why. You're beautiful and intelligent and you make me happy. Whether you're trying or not you make me laugh. You challenge me in the most delightful ways. You make me think. You're elegant and deadly and you make me feel better just for being in your presence."

"Really? You're not just saying that?"

"Of course not."

"But I'm always nagging you, and when you were a cat you heard me at my absolute worst. I once went on a tangent to you about all your failings."

"You nag me because I'm irresponsible," he said with a shrug. "It was never really a turn off. And it was only fair you railed against my worse qualities when I was sitting there listening to you in secret. I wasn't even angry. I'm aware of my faults."

"I'm not particularly good at being affectionate."

"You do just fine with cats."

She snorted at that and fussed with her yukata. "You know that's not what I mean."

"I know."

"My last boyfriend broke up with me because I was too cold."

"I know." She'd told him in his cat form. Cried to him, really. The boyfriend had wanted more public displays of affection, told her she was frigid and it was no wonder she was alone. He had perhaps put in a word or two and gotten the man transferred to outer district patrol.

"That's not something you want."

"You aren't cold, Nanao-chan. I've been on the receiving end of your kido. No one without passion could create a kido ball that hot."

She laughed and bumped his shoulder with hers. "Not exactly what he was talking about."

"Do you dislike sex?" Since she'd said to ask he figured he might as well do it.

"No, not at all. I've always liked sex. It's nice."

"Nice? Nanao-chan, your exes didn't deserve you."

She laughed again. "You think you can do better than nice?"

"I know I can. Would you go on a date with me if I asked you to?"

"Do you expect me to sleep with you at the end of it?"

"No. Just dinner and maybe a walk?"

"I'd say yes if you asked."

"Nanao-chan, would you go on a date with me?"

"Yes."

He smiled as she leaned her head against his shoulder. "Tomorrow night?"

"Sure. Now wasn't that easier than spying?"

He laughed. "It was more effective if nothing else." Nanao yawned and he saw her eyes start to close. "Come on, off to bed with you. You're exhausted." He stood up and reached a hand down towards her. She grasped it and let him pull her to her feet. "I expect a well rested Nanao-chan for dinner tomorrow."

She yawned again and gave him a sleepy smile. It made him want to kiss her senseless. He refrained from acting on the thought though and took a step back. "I'll pick you up at 7?"

She nodded and wandered off down the hall to her bedroom. He watched her go with a small smile and let himself out. Tomorrow would be an interesting evening. Trying not to skip or crow his happiness, he made his way home.

A/N: Thanks for all the reviews, guys! This was a weird little idea I had one night that got out of control, so I'm glad other people like it :)