Don't own Bleach.

Yoruichi slumped forward on top of Utsumi's arm with his hand in hers. She's been with him for most of the last two days while he's been recovering. She has been taking breaks to get food and drink, but for the most part she's kept a watchful eye on Utsumi's recovery. Urahara and Tessai went to check on Tsukino but he had already been taken back to the Soul Society. She could tell it was a tough fight for Utsumi, she felt his Reiatsu both climb higher than it ever was in his battles against Kisuke and drop so low it was barely there. All three of them, Urahara, Tessai and herself grew worried for their pupil.

Feeling something weigh his arm down, Utsumi tried to lift his arm to wipe face but couldn't. It felt like it was tied down. He tried his other arm and managed to lift it. He wiped his face thinking back to the battle and when he was falling. How could I have let that happen he thought to himself. He tried lifting his other arm again and still nothing. He used his working arm to feel for his arm. He felt something else. He peeled open his eyes to see what it was. He saw a purple blur, his eyes out of focus. Soon enough the blur formed into a flow of purple hair on his arm. Yoruichi? What is she doing here? he thought. He tried to nudge her head but couldn't find the strength and he ended up stoking her hair. She mumbled something in her sleep. He tried again and got a little more force on it but it still felt like he stroked her hair. She groaned and grabbed his hand.

She felt something stroke her head. Probably nothing she thought as she tried to get back to sleep. Then she felt it again, Damn it Kisuke! she thought angrily as she reached up and grabbed the offending object of annoyance. It felt like a hand so she cracked open an eye to see where it was coming from. To her surprise it wasn't Kisuke. It was her pupil, Utsumi. She was awake and alert as she let go of the hand that was stroking her head and continued to hold the one she had held in her sleep. "Hey, look who's awake." she said lightly.

Utsumi smiled, "How long was I out for?" he asked.

She stared at him for a moment, he looked a lot better than when he was put under, "About two days. All your wounds are healed and your Reiatsu should be back to normal soon enough." she said, "What happened?" Yoruichi asked.

Utsumi thought for a moment before answering. Taking a look at her face, she looked tired, "His Zanpakuto enhanced his physical strength and he managed to grab me while I was attacking and flew up as high as could and used a technique to simultaneously set me on fire and shoot me back down to the ground. I managed to save myself with my Zanpakuto. I trapped him with Bakudo and asked him who sent him, he refused, broke free and I ended the battle and came here." He finished.

She looked at him, she was going to have to train him harder when he fully recovers. Did he kill him? she thought. He should have killed him, if he didn't he will give them his location and they will send a larger patrol. "Did you kill him?" she asked him.

Utsumi looked at her sharply, "Would that have made it better? He was only following orders, it could have been anyone else and they don't deserve to die." he said heatedly.

The tone in his voice made her think twice about the question she asked, but Yoruichi didn't flinch at his tone, just masked her features, "It would have been better. Because, now, once he is able to talk, he will tell them where you are and they will send more, high-powered Shinigami. Then what are you going to do?" she asked just as heatedly.

Utsumi didn't want to argue. He had told her before that he wanted to avoid killing as many as could, and this one was avoidable. "I told you before that I don't want to kill if I don't have to and I didn't have to. He's incapacitated and I walked away. If this happened in the Soul Society, I would be able to carry on towards Aizen and he would be in Squad 4 healing." he said calming down slightly.

Annoyed, Yoruichi pinched her the bridge of her nose, "That's not the point, the point is that if he tells anyone that you're here, then it would give further ammunition to those that call you a traitor, guilt by association." she whispered.

He never even considered that. "Yoruichi, you are not a traitor." he said passionately. "You are many things Yoruichi Shihoin, smart, strong, beautiful." he paused looking away from Yoruichi who was staring at Utsumi, "not to mention the Goddess of Flash." he said hoping to get a smile. He did,

She smiled at him, he thinks I'm beautiful, nope don't go there. "Don't think that sweet talk is going to get you out of the extra training I have planned for you. Next time you won't get grabbed." she deflected.

Nice deflection Lady Yoruichi he thought. Utsumi knew she changed the subject, "I figured as much. I look forward to it." he said as she sat back down and grabbed his hand as they began talking about the last two days and Kisuke's latest ideas and antics with Tessai. Utsumi knew he had to up his efforts if he is to learn Bankai, he is going to have to up his efforts in all forms of training. He looked forward to seeing Siegi no Torento again, she had this odd way about her but he was growing fond her as she warmed up to him. She may still be aloof but he knows she will lead him right, he knows that she will do everything in her power to protect him. "Hey Yoruichi, thank you. For staying with me." He said

She smiled and squeezed his hand., "Always."

"Don't feel obligated to stay, I'm sure I'll survive if you want to go to sleep in your bed." he said. He saw Youruichi shake her head laughing, wondering what he said that was so funny he asked, "What?" with a deadpan face.

His companion burst out laughing. It took her a while to get it under control, "Nothing, I'm going to go and sleep in my bed." She said getting up and walking round to the other side of the bed and getting in.

Taking a look around the room, his eyes widen, realizing he was in Yoruichi's room, "I'm sorry Yoruichi, I didn't know." he stuttered

She silenced him placing her hand over his mouth. Yoruichi smiled at his reaction. "Shh, I'm tired and I just want to sleep. Not all of us have had the luxury of sleeping for the last two days. Night." she said kissing him on the cheek before snuggling down into her pillow facing Utusmi and drifting to sleep.