"So, you, Cloud, Noba, and Kon are actually modified souls?" Miki asked as she and Ryo sat across from Lirin in the Urahara Shop, sipping tea. They were still in their Karakuraizer costumes only with their helmets off.

"Uh-huh." Lirin replied.

"So how come you and some of the others look like those Kurosaki third year students in Miss Oderschvank's class?" Miki asked curiously as Cloud entered and sat down next to Lirin.

"Oh why that's easy. As mod souls we can be transferred from one body to another. It used to be that, Lirin, Noba, and myself were incapable of such a transfer except between two specific bodies. Thankfully, Mr. Urahara made some minor tweaks allowing us to behave like ordinary mod souls." Cloud explained.

"Specific bodies?" Ryo asked, confused.

"Well we had a Gigai and a…different form." Lirin said, blushing. She was almost embarrassed to admit that her other form was a plushy doll.

"Gigai?" Miki and Ryo asked in unison.

"The fake body used by Soul Reapers in order to fit in amongst humans in the World of the Living since only someone with Spiritual Awareness can see them while in their Soul Reaper form." Cloud explained.

"Oh so you're using the Kurosaki's Gigai as your Gigai?" Miki asked.

"Well you're close but there's one small difference. You see, these aren't Gigai. These are the bodies that Sora, Sosuke, Tatsuki, and Kaien Kurosaki were all born with so they're not Gigai, even though we use them as such." Lirin corrected.

"Oh okay. So then where are the Kurosakis?" Ryo asked.

"They're…somewhere. We really can't talk about it." Lirin said as Noba teleported in, still wearing his helmet. He glanced at Miki and pressed a button on his wrist, causing his visor to blacken.

"Why are you hiding?" Miki asked, confused.

"You'll have to excuse our friend here. He's just a little bit shy when it comes to attractive women." Cloud said with a smile. Miki blushed slightly.

"Aww that's okay. I understand." Miki said, patting Noba on the shoulder.

"LIRIN!" Kon could be heard yelling angrily from the back room. Lirin almost instantly adopted an evil grin and started snickering evilly.

"What was that?" Ryo asked as Kon burst into the room wearing ordinary clothes but with the Karakuraizer watch on his wrist and clutching his plushy form in his hand. The lion doll had been put in a frilly dress.

"Why whatever's the matter, Kon." Lirin said with a tone that implied she knew full well what was going on. Kon proceeded to shove the lion doll in her face.

"What do you call THIS?" Kon hissed, Lirin grinning with satisfaction at the sight.

"I call it making your other body look a little nicer than that icky mildew covered thing you usually parade around in." Lirin replied, sipping her tea.

"How would you feel if I tore the beak off of you?" Kon threatened, Lirin leaping up to glare at him face to face.

"You do that and I'll kill you!" Lirin threatened.

"Then put my sexy body back the way it was!" Kon roared.

"Make me!" Lirin argued back. Kon proceeded to pounce her, resulting in a cartoon cloud of violence as the two mod souls started battling it out. Cloud and Noba quickly got to opposite sides of the room along with Miki and Ryo, the latter two watching in disbelief. Before long, Tessai emerged from the back, reached down into the cloud, grabbed both by the collar and lifted them up into the air.

"That's enough out of both of you. The Manager needs to speak with all of you immediately." Tessai said, putting the two down and stepping aside as Kisuke entered with Ururu close behind.

"Thank you for assembling on such short notice." Kisuke said as he sat down across from where the rest of them were.

"Assembling? You just walked into the room we all just happened to be in at the moment." Kon said with a blank stare as he and Team Karakuraizer sat down opposite Kisuke and Tessai.

"I want to start this briefing by saying how much I appreciate all the time and effort each of you have put into Team Karakuraizer these past twenty nine days. However, I'm afraid this briefing will be our last." Kisuke said, earning disappointed looks from Miki and Ryo while Kon silently rejoiced. Miki then raised her hand.

"Yes, Karakuraizer Blue Blitz?" Kisuke asked.

"Um, Mr. Urahara, sir? Will we at least get to keep the suits?" Miki asked.

"Of course, well, minus the special abilities." Kisuke replied, disappointing the two siblings.

"Awww." The two moaned in unison.

"Anyway, your final mission is very important. Recently some of the Hollows in Karakura have been attacking each other instead of humans or Whole Spirits. Now usually whenever that happens, it means that they're on the verge of creating a Menos Grande, a Gillian more specifically. Naturally we can't allow a Menos of any rank to set foot in the World of the Living so we must put all of our effort into stopping the creation of this Menos. I won't lie to you, this is easily the hardest assignment you've ever received but I have the utmost confidence that you will succeed. So suit up Team Karakuraizer, your mission starts now!" Kisuke explained as the team nodded and quickly ran for the door.

Soon in the skies above Karakura, the Karakuraizer Flyer soared through the air, bound for the large river that ran through the center of town.

"So how exactly do we prevent the creation of a Gill-…gill-…big bad spirit?" Ryo asked, stumbling over the word.

"Gillian's are made of numerous Hollows so we need to take out as many of the smaller Hollows as we can before they can create the Menos." Lirin explained.

"And for that we'll need to use our powers to their fullest." Noba said from the controls.

"So this is just like every other mission we've been sent on just with a lot more Hollows?" Miki asked. Before any of them could answer however…

"Um, excuse me, but I think I see the Hollows." Ururu said softly, pointing straight ahead. Dead ahead of them, both in the air and on the ground were a large number of Hollows gathering around, some of them fighting and attempting to eat one another. (Battle Music Cue: Can't Back Down – Bleach Season 3 OST)

"Alright! This is it! Time to make Karakura proud! Team Karakuraizer, GO!" Lirin declared before Noba brought the Flyer screamingly low to the ground, allowing Kon, Lirin, Cloud, and Ryo to leap off before pulling the flyer back into the air. Ururu silently leapt off the back of the flyer and started flying through the air, cutting through Hollows as well as beating them senseless. Miki in the meantime took to the skies, using the Raizer Cannonball and the Spirit Cane to obliterate even more Hollows.

"Alright! Karakuraizer Turbo Transformation!" Ryo declared as he pressed a button on his controller. The Raizer Kit suddenly started expanding before transforming into a large exo-suit with two large guns on each arm with saw-like blades on the arms and calves.

"Karakuraizer Turbo Titan!" Ryo declared with an insane grin as Kon freaked.

"HOW-DID-THAT-THING-FIT-IN-SUCH-A-SMALL-PACK?" Kon yelled before Cloud spun him back around towards the battle.

"Now's not the time to question things, Karakuraizer!" Cloud said as he took the form of Renji Abarai back when he was still a Lieutenant, holding a Zanpakuto in hand. The Zanpakuto was actually one of Lirin's illusions.

"Roar, Zabimaru!" Cloud/Renji shouted, as the Zanpakuto entered its Shikai, slicing through multiple Hollows as it extended while Kon ran in and leapt up, delivering several fierce kicks in the head to a Hollow, smashing its mask and killing it.

"Wow, we're really doing good!" Kon thought as he kicked another Hollow in the mask, killing it. On a computer monitor in the Urahara Shop, Kisuke sat watching the battle with a smile.

"Manager, are the upgraded suits meeting your expectations?" Tessai asked, watching over Kisuke's shoulder as Kisuke chuckled.

"Yes they are, Tessai. Kon and the rest of the team don't even realize the subtle improvements in their suits abilities and for a time sensitive mission like this, it's a good thing we made those upgrades at all." Kisuke said as he continued watching the monitor.

"I only hope it works because there's still more than enough Hollows to create a Menos. If that happens, then what?" Tessai asked as Kisuke popped his fan open in front of his face with a chuckle.

"Tessai, you worry too much. I've already taken care of that too." Kisuke replied. Back in town, Kon made an amazing spinning kick, taking out two Hollows at once before landing.

"Yeah! We're kicking butt!" Kon exclaimed as Ryo ran past in his mecha, firing the guns on the arms and slicing through Hollows when they got too close. Meanwhile, Lirin and Cloud continued the masquerade as Cloud switched to take on Ikkaku Madarame's appearance.

"Extend, Hozukimaru!" Cloud/Ikkaku exclaimed as the Illusion Zabimaru switched to Hozukimaru.

"YES! We're beating them back!" Lirin exclaimed before hearing a sudden rumble of thunder. (End music) She looked up in the sky but there wasn't a single cloud overhead.

"Lirin, was that you?" Kon asked as he landed next to her.

"It wasn't me." Lirin replied. Suddenly they sensed a sudden burst of massive spiritual pressure as the Hollows let out a unified roar.

"Oh no." Kon gasped in horror, the entire Karakuraizer Team regrouping nearby, Noba, Miki, and Uryu landing behind them.

"What's happening?" Miki asked, confused as the Hollows roared again and began emanating a bright red light before they suddenly started dissolving from the head down.

"They're…they're disappearing." Ryo said in shock.

"No. They're becoming a Gillian. We're too late." Noba said as the team watched in horror as a towering black pillar rose up from among the dissolving Hollows, its neck lined with spikes and a large hole in the center of its body before a large white mask formed on its face. The Gillian let out a loud roar, causing the team to cover their ears from the sheer volume.

"Any ideas how to take it down?" Miki asked.

"It's just a big Hollow. You kill it just like the rest of them now let's get it!" Ryo exclaimed, aiming both guns towards the Gillian's head, firing off two shots which impacted against the Gillian's head in bursts of smoke.

"YEAH!" Ryo cheered. However his excitement was short lived as they all heard the Gillian roar again. They looked up and saw the smoke around the Gillian's head starting to clear, showing only a pair of very light scorch marks on its mask.

"Aww man." Ryo whined.

"Kon, use the Raizer Beam!" Lirin exclaimed.

"Right!" Kon exclaimed as he leapt into the air.

"Special technique! R-A-I-Z-E-R BEAM!" Kon yelled before firing off a Raizer Beam twice the size than normal. The beam hit the Gillian in the head, causing it to stumble and fall onto its back.

"WHOA!" the entire team, save Ururu, exclaimed in awe. Kon was amazed by his own power.

"Wow, you did it, Kon-err-I-mean-Karakuraizer!" Lirin exclaimed, slapping Kon on the back.

"It was nothing." Kon said with a prideful grin. His grin suddenly vanished as they heard the Gillian roar again. They were each stunned as they saw the massive Hollow climb to its feet.

"It's still alive?" Cloud exclaimed in shock as the Gillian looked down at the team.

"Uh oh, I think we're in trouble!" Miki exclaimed as the Gillian opened its mouth, causing a large glowing red sphere of energy to begin forming.

"A Cero!" Lirin exclaimed in horror.

"RUN FOR IT!" Ryo shouted as the team turned and ran away from the Hollow. Kon quickly looked over his shoulder at the Gillian which was still charging the Cero. As he continued looking at the Gillian, Kon suddenly tripped and fell to the ground.

"Kon!" Lirin exclaimed as she and the entire team slid to a halt and turned back towards him.

"There's no use, running! If that Gillian fires its Cero, we'll be fried no matter how far we are from the Gillian itself!" Cloud exclaimed.

"Is this the part where we die a heroic death?" Miki asked as she and Ryo hugged each other tearfully. Kon rolled over slightly to stare up at the Gillian which was about to fire its Cero when suddenly a figure in black appeared with a sword and dealt a vicious upwards slash at the Gillian's left foot, causing a burning line of orange flames to shoot up from the point of impact all the way to the Gillian's right shoulder, causing the Gillian to stagger, accidently firing the Cero harmlessly into the air. (Battle Music Cue: Stand Up Be Strong Part 1 – Bleach: Fade to Black OST)

"Huh?" Kon asked, as he rolled onto his back and sat up in time to see the figure appear before him in the black uniform of a Soul Reaper with black cloth wrapped around its head and a solid black Zanpakuto in its hand.

"Who are you?" Kon asked. The figure turned slightly to look over their shoulder at Kon, a pair of violet eyes staring at him from a gap in the cloth. The figure then extended its hand towards Kon, helping him climb to his feet.

"Um, thanks?" Kon said before the figure suddenly disappeared in a flash step, leaving them alone.

"Come on, Kon, let's go!" Lirin exclaimed as she and the rest of the team charged forward and past him. Kon then looked up towards the Gillian worriedly.

"But how can we stop it if all of our attacks can't stop it?" Kon asked. He then felt a sudden cool breeze blow past.

"You don't! Now, Dance, Sode no Shirayuki!" Kon suddenly saw another figure blow past. His eyes widened to see Rukia flying past in Soul Reaper form, her Zanpakuto a stark white, the long white ribbon trailing behind it.

"Lieutenant Kurosaki!" Lirin exclaimed as the team came to a halt. Rukia's hair was slightly different. It was a bob cut that hung to about her face. (A/N: It's her post-Aizen hairdo)

"Rukia?" Kon yelped before getting an annoyed glare from Rukia.

"I just happened to be in the beauty parlor downtown getting a much needed haircut when I sensed the presence of a Menos! Then I see you fools running around doing nothing productive!" Rukia scolded.

"Can we save the yelling for another time?" Kon exclaimed, pointing at the Gillian. Rukia turned back around towards the still disoriented Menos. Rukia then raised her Zanpakuto towards the beast.

"Tsugi no Mai, Hakuren!" Rukia exclaimed, firing off a massive pillar of ice towards the beast, hitting it head on and freezing it from the head down. Rukia then turned back towards the others, swinging her Zanpakuto out to the side before the frozen Menos shattered into thousands of frozen chunks of ice. Team Karakuraizer was in awe at what they had just witnessed. (End Music)

"I imagine you want an explanation for all of this?" Lirin asked nervously, rocking innocently on her heels.

"No, that won't be necessary. Kisuke informed me about his Karakuraizer plan after Kaien regained his Soul Reaper powers." Rukia said, sheathing her Zanpakuto.

"So you've known all along?" Cloud asked, surprised, Rukia nodding in response.

"Then I guess you were the Soul Reaper who kept the Hollow from shooting that death ray at us." Miki said, earning a confused look from Rukia.

"What are you talking about?" Rukia asked.

"The Gillian was charging a Cero and was going to shoot us with it when you showed up and attacked it, making it misfire into the sky." Lirin said, but Rukia seemed confused.

"I saw the Cero fire into the sky but I wasn't within striking distance until after I released my Zanpakuto. I thought one of you had hit it with something." Rukia said.

"Then who was that Soul Reaper who saved our butts?" Ryo wondered.

"I guess we'll never find out." Miki said with a shrug.

"So Rukia, did you check out my sweet moves?" Kon asked, striking a pose before getting shocked. Rukia merely scowled at the mod soul.

"I forgot to mention that if you pose at the wrong time, for no reason at all, or for an inappropriate reason, you get shocked." Kisuke Urahara said as he and Tessai arrived.

"What's with you and your shocky zappy things?" Kon groaned angrily.

"Kon, you and the other Mod Souls need to get back to the shop. I picked up fifteen different anomalies on the way here." Kisuke said, the four mod souls and Rukia understanding his subtle clues, the Mod Souls quickly gathering together.

"Right, beam us up, Noba." Kon said, earning a blank stare from his fellow Mod Souls.

"What? I've wanted to say that since forever!" Kon argued before he and the others vanished in one of Noba's portals as Kisuke turned back to the others.

"So Lieutenant, glad to see you got here in time to avert a catastrophe. Nice hair by the way. But I'm afraid that this is the end for Team Karakuraizer. Your costumes special abilities have been deactivated so you can keep the costumes if you wish." Kisuke said. Miki attempted to fly but she just stayed on the ground, and Ryo's Raizer Kit did nothing regardless of which buttons he pressed.

"I was so hoping we could keep doing this! It was awesome!" Ryo said, disappointedly as he and Miki removed their helmets, handing them to Tessai.

"Well now, there's no reason to feel like this is the end. You both have a special ability we Soul Reapers refer to as a Fullbring. It's a sort of power that some humans get when they've been exposed to large amounts of Spiritual energy that comes from either Hollows or Soul Reapers. There happens to be a few Fullbringers here in Karakura, they're both members of the Karakura Defense Squad and one of them happens to run the Arisawa Dojo here in Karakura. I'm sure she'd be happy to help you hone your abilities." Kisuke said as Miki and Ryo looked at him excitedly but Rukia was skeptical.

"Kisuke, a suggestion like that has to be approved by an active Captain of the Thirteen Court Guard Squads." Rukia said before he felt a hand placed on her head by someone standing behind her.

"You mean like me?" Ichigo asked with a smirk. He was in his body.

"D-D-Dr. Kurosaki!" Miki yelped before Rukia elbowed her husband in the stomach in an effort to get him to remove his hand, which he did.

"I'll talk to Tatsuki and see if she can squeeze in a couple of young Fullbringers at her Dojo. We could always use some help keeping Karakura safe from Hollows, what with the Squad virtually on inactive duty and all. It's why I gave Kisuke authorization to create Team Karakuraizer. I didn't know he could only get three people though." Ichigo said, not noticing Rukia let out a silent sigh of relief.

"It's so hard to find good help these days." Kisuke said from behind his fan.

"But on behalf of the Soul Society, thanks for the help." Ichigo said with a smile. Miki and Ryo both bowed humbly to Ichigo before following Kisuke, Tessai, and Ururu back towards the Urahara Shop, leaving Ichigo and Rukia alone.

"By the way, Rukia, have I ever mentioned I liked your hair the way it was when we first met?" Ichigo asked, earning a glare from Rukia.

"Are you saying you don't like my new hairdo?" Rukia asked.

"No-no, I like it. I'm just saying that it's closer to what it looked like when we first met, and I like it." Ichigo replied as he and Rukia started walking down the street to retrieve Rukia's Gigai.

"Could you make a drawing to illustrate your point or do I need to do it for you?" Rukia asked as Ichigo hunched over, sweat dropping.

"Shut up." He grumbled.

"I love you too, Ichigo."


End Chapter 38.

A/N: A reviewer once asked me if Miki was going to be making another appearance in the story and while I initially agreed and said she would, I also had initially said that she wouldn't be gaining any special powers. Well after a while (and after I watched the Karakuraizer episodes of the Bleach Anime) I finally decided, "Oh why not." They are not going to be major characters though.

Soul Reaper Illustrated Guide.

In the Hogyoku Club, Stark was reading through a thick book marked "Bleach: The Crimson Heir" when he noticed something that caught his attention.

"Hey, Lilynette?"

"Hmm?" Lilynette replied, bored.

"I just noticed in Chapter 36, they said that weird spirit guy, Don Kanonji, was dead by this point in time." Stark said, Lilynette glancing at him, still bored.

"Yeah, so?" She asked.

"I wonder what became of him." Stark said as Lilynette arched a curious eyebrow.

"You just said he died. What more do you want?" Lilynette asked.

"No I mean his spirit. Did it end up going to the Soul Society?" Stark pondered.

"I wonder." Lilynette said, she and Stark looking thoughtful.

Soul Society: Squad Three Barracks.

"Captain Abarai, the new recruits from the Academy just arrived." Izuru said as Renji grinned and got up from his desk.

"About time. Well, best go greet the new guys." Renji said. But before he could even open the door to the outside they heard-…

"The spirits are always with you! BWAH-HA-HA-HA-HA-HA!" At this Renji sweat dropped.

"It can't be." Renji grimaced as he opened the door, revealing Don Kanonji in Soul Reaper garb, wearing his usual hat, and moonwalking whilst getting stupefied looks from his fellow recruits and some of the other Squad members. Renji's eye was twitching in annoyance.

"Izuru, get the transfer papers out of my desk." Renji ordered, startling Izuru.

"Captain?"

Squad Member Transfer Form

Soul Reaper: Misaomaru "Don" Kanonji

Transfer to: 5th Division.

Approved by: Capt. Renji Abarai (3rd Division), Lt. Izuru Kira (3rd Division)

Comments Section: "Have fun, Karin!" – Capt. Renji Abarai (3rd Division).

To Be Continued.