Disclaimer: No, I don't own Bleach. Tite Kubo does, which is a good thing because I can't draw.

Soi Fon found herself staring at the white leg warmer that had replaced her lunch plate.

"Well, well, well." The leg warmer's owner muttered. It was a deep voice, a rich voice, not just someone who was used to luxury, but someone who demanded it, and they were pissed.

Where was Suzumebachi? Soi Fon made a mental note to chew her familiar out. That wasn't a princess's voice, that was a queen's voice. "What do we have here?"

Soi Fon dragged her gaze up from the leg warmer to black yoga pants, past an orange sweater and made contact with a pair of golden eyes blazing out of a dark face and purple bangs.

Shit. A Shihouin. Soi Fon was 100% certain that no matter how in control that voice sounded, she was in for a world of hurt. She'd already had the misfortune of her brothers messing with the nobles at Shin'o. The day Byakuya Kuchiki had stormed into their house asking where his little sister was had been enough to ingrain that lesson into her head, and besides that… Soi Fon shook her head. She didn't want to think about her other brothers. But fate seemed to have other plans for her considering it was one of them.

"Well, it was my lunch until you stepped in it," Soi Fon opened her mouth before she could stop herself. Somewhere in the back of her head, she could hear Suzumebachi snickering. "But I guess now that you have, I'll have to get another one. I don't feel like licking your boots no matter how much you'd like me to."

Golden eyes narrowed. "Cute. I see this sneak-thief has a sense of humor."

Soi Fon swallowed. Pissing off a noble was a sure way to make your life hell, but she would be damned if it didn't feel good taking out a bit of her frustration on the family that had ruined hers. "Sorry, I'm sure other people would be happy to. It's just not my kink." Suddenly, Soi Fon found herself dangling in the air, the Shihouin having wrenched her up by her collar. "H-hey!"

"You think you're real funny, don't you?"

"Bitch, I'm hilarious." Damnit, damnit, damnit! What was she doing?! By now the pair of them had drawn quite the crowd. She could even see Ichigo and Renji running over from the opposite side of the food court.

Wait a minute…

And a familiar green-robed blonde was strolling up right behind them.

The Shihouin threw her against the table. "I'll give it to you, you've got a sharp tongue for a criminal. So tell me," the Shihouin bent down, placing her face right next to Soi Fon's. "What's the name of the wretch who stole my familiar? Someone's told me, but I'd like to hear how you spit it out."

Stole? Soi Fon's eye twitched. "I didn't steal your familiar."

"Yeah? Then why do I hear talk of you prancing around with something that sounds a whole lot like my familiar?" The Shihouin took a deep sniff. "And you sure as hell smell like it too."

Smell? What in the world did Suzumebachi even smell like?

"She didn't steal me, I left you." Suzumebachi materialized behind the Shihouin's head and smacked her with her free hand.

"Oh?" Soi Fon could swear she heard thunder as the purple-haired noble turned to face her former familiar. "So that makes you a pact-breaker, doesn't it?"

Suzumebachi crossed her arms. "Hmph, I don't see why I owe you anything. It's not like you ever relied on me for anything either! So why don't you just beat it!"

The Shihouin pounced, grabbing Suzumebachi in one swift motion. "Hey, I don't need you for anything, but you're mine. I brought you into this world."

"Yeah?" Suzumebachi tried to pry the noble's fingers off of her body. "And so did she!"

"Hm?" The Shihouin's gaze snapped back to Soi Fon as she was picking herself back off the table. "You think she's a better master than me, squirt?"

"She's a better mage too!"

"What are you doing?!" Soi Fon mentally screamed at her familiar. In any other situation, it might have been comforting to know that Suzumebachi was sticking up for her but now? "Don't you know that's a noble? She's going to have my head on a pike!"

"Hey, she already wants to dissolve me in the Abyss!"

The Shihouin cascaded into full blown laughter. "Her? A better mage? Let's put that to the test. I'm willing to bet you that she can't even scratch me. Kisuke!" The Shihouin snapped her head up, calling to the green-robed blonde. "Book the S2 training grounds for Sunday! And you," she snapped her head back to Soi Fon and shoved Suzumebachi into her chest. "You better be there. 10 am sharp. We'll have a match. No holds barred." She bared her teeth. "If you win, I'll let you keep this pathetic excuse for a fairy, and I'll contract something better. Otherwise, get ready to be driven out of magecraft." She got up and stalked through the crowd, the rest of the students hastily shoving each other to make way for her.

"Soi!" Ichigo and Renji broke through the spectators opposite the retreating noble. "You okay?"

"Huh?" The noble turned around to watch Soi Fon's brothers dust her off. "You know this loser, Ichigo?"

"Shove off, Yoruichi! She's my sister!"

"Ha!" Yoruichi cackled. "Fine, fine. I guess you might be worth the time, sneak-thief," she leered at Soi Fon. "See you Sunday." Then she disappeared.

"I feel like I am out of several loops," Soi Fon muttered as she collapsed into a sofa. "You know that bitch, Ichigo?" Did everyone except her know this Shihouin? Granted, she wasn't exactly the most social person at the Academy, and she didn't want anything more to do with the Shihouin's, but still!

"She's the TA for a few of our combat courses," Renji piped up. "Yoruichi Shihouin. Next in line to be the head of the house, fourth year, majors in transmutation."

"Yeah, but I didn't know your new familiar was hers! She never summoned her when we were training." Ichigo buried his head in his hands. He and Renji were sitting across from Soi Fon in the family room.

"I can see why you left her," Soi Fon mused to Suzumebachi. Her familiar was sitting on the coffee table, kicking her legs off the side glumly.

"Yeah, she's crazy…"

"Crazy strong too," Ichigo groaned. "Oh god! Sunday?!"

"Is she really all that?" Soi glanced at her brothers.

Renji nodded. "Absolutely insane. They call her the Goddess of Flash. She probably wasn't joking when she said you wouldn't be able to scratch her."

Soi Fon looked back at Suzumebachi. At least that explained why she had thought flash stepping was so easy when they were fighting Ikkaku. "Great." She sighed. "Great! Just great. I finally contract and the next thing I know I'm not on my way to graduation, I'm on my way out the fucking door of Shin'o because another Shihouin is breathing down my neck!"

"What? Are you blaming me!" Suzumebachi snapped back, her anger rebounding into Soi Fon's brain. "Well excuse me for trying to get out of another contract with that princess, because now she's either going to lock me up forever or throw me back into the Abyss!"

"Well maybe if you hadn't popped up when I was trying to make my first contract I wouldn't be in this situation!" Soi Fon stood up.

"Well I didn't choose you either!" Suzumebachi met Soi Fon's glare, flying up to her eye level. "Why would I choose someone who couldn't match my first master?!"

Soi Fon growled. "And why are you so certain that I can't win?!" Soi Fon didn't even believe it herself that she could, but it pissed her off that nobody else would even consider the possibility.

"Maybe because you're not a noble, you don't have crazy mana reserves, and you can't even flash step in battle! She'll blitz you like you're cotton candy!"

"Then why don't you teach me, huh? If you're so scared of going back, why don't you help me so we can beat her?!"

Suzumebachi crossed her arms. "As if! You've got a one-in-a-million- no, a one-in-a-trillion shot of winning! Why bother?"

"It's better than rolling over!" Soi Fon fumed. This was bad. They were feeding into each other's rage. She could feel their mental link already overloading.

Suzumebachi glared. Soi Fon caught literal sparks leaping out of the sprite's eyes. "Fine! We'll see how much two days of training will do for you, and then I'll at least have one last laugh before that cat flays me alive!"

"Special training?" Kyouraku looked up from his desk at Soi Fon. "Well, I must say it's unusual, but not unheard of. Why haven't you asked Jushiro about it, Soi Fon? He oversaw your contract after all. I'm sure he would be a much better coach for your…" Kyouraku gestured. Soi Fon wasn't surprised the news had reached the professors. When the noble families got involved, everyone knew, and nobody could do a damn thing to stop them.

"Well, I thought about it but…" Soi Fon glanced at her familiar, who hovered menacingly. If looks could kill, Soi Fon thought, we wouldn't have to worry about facing that noble… "She insisted on you. I don't think she's very fond of Prof. Ukitake. Besides, that Shihouin is one of your students, right? I was hoping you could point us in the right direction."

Kyouraku waved his finger. "Now, now. I can't be playing favorites."

Ironic, now where's Nanao when you need to prove a point? Soi Fon groaned. "You're really talking about fairness when I'm going up against a noble?"

The professor paused. "A fair point itself. Alright," he shrugged. "I guess we have some time before today's class. I'll bring you up to speed for a third-year. You won't beat her, but maybe you'll scratch her." He winked.

Had everyone heard that comment? Soi Fon shook her head and looked over at Suzumebachi.

"What?" Her familiar frowned. "You said it yourself… It's worth a shot at least." The two of them hadn't sorted anything out after last night, but at least a few hours of sleep had managed to clear a bit of the air. Not enough for Suzumebachi to not kick her out of bed at the crack of dawn and start drilling flash steps but at least enough for her familiar to entertain the possibility of going down with a fight.

The professor led the two of them into his classroom proper and rolled his shoulders. "Katen?" His shadow pooled out from under him, black hands streaking out to grab desk and chair legs and clear a space for the four of them. "Alright, let's start with the basics: understanding what you two can actually do." He scratched his stubble. "Of course, it's always more natural to shove you two into a high stakes situation and see what the pressure cooks up, but since you're already going to do that and we're on a time crunch, just tell each other everything. You won't be able fully grasp what you're each working with, but it'll give you a good enough understanding. I would have you guys face off, but…"

Suzumebachi nodded. "Alright, I get it. I'll start." She folded her arms and hovered in front of Soi Fon. "My special ability is Nigeki Kessatsu," she hefted her right arm and stinger. "It's a venom-type attack. If I strike a target, a homonka crest will form, and if I strike the center of that homonka again, my venom will react with the crest, causing a chain reaction in the target's mana lines and inverting their natural flow, killing them."

Soi Fon blinked. "You were going to kill Ikkaku?! Hold on- you were serious about killing me?!"

"Of course not," Suzumebachi rolled her eyes. "That's the most extreme version of my venom, when I'm attuned to noble-class reserves. With someone of your mana-quality, I'm not sure I could even knock someone out for more than a minute or two. How you knew about it though, I have no idea. It's not like she ever summoned me in your class," Suzumebachi glanced at Kyouraku.

"Call it an old man's intuition." The said old man smiled. "You don't live as long as me without picking up some skills."

"Hmph, anyway," she turned back to Soi Fon. "I'd prefer to attack on my own, letting you set up some openings for me, but as you saw…" Suzumebachi held her head in her left hand. "My old master is a bit too quick for that, and on my own, I don't have any real ways of augmenting my speed like you mages do, so for now, I'll arm you like Hozukimaru."

"Woah, woah, woah," Soi Fon shook her head. "I don't like that Shihouin bitch, but I'm not going to kill her! That would make things even worse!"

Suzumebachi rolled her eyes. "Oh please, I doubt you could. Even if you managed to tag her with Nigeki Kessatsu, you're not nearly strong enough to kill her. Besides, I told you, I can ramp down the venom. At best, you could maybe cause enough of a disturbance to knock her out, but I bet with her mana reserves, it'd only be about half a second of downtime. If we get you fast enough to actually hit her, that might be enough to knock her down, if she doesn't move the goalposts…"

Soi Fon winced. She knew that the noble families weren't pushovers, but hearing just how far apart they were from someone with firsthand knowledge was… rough.

"In any case, that's what I'm bringing. What about you? I can't carry us all the way."

Kyouraku nodded and gestured for Soi Fon to start.

"I'm… a generalist," Soi Fon felt her shoulders slump. "You won't find anyone else with a higher grade point average, and I don't have a particular weak point, but…"

"You don't have any real strengths do you?" Suzumebachi groaned. "I was hoping you'd at least give me a hint. It would have helped to match a weapon style with you."

"I just don't really know what I'm suited to! I haven't even declared my specialization! I was hoping you would push me in the right direction with our contract!"

"Yeah, but now we don't have anything to go on! How are we supposed to develop a strategy if you don't even know what you're good at!"

"Now, now," Kyouraku laughed. "I wouldn't say you have nothing to go off of. You were watching her pretty closely in my class, weren't you?"

"What? Her spellcasting ability? Big whoop, she was able to do an incantation-less level one spell and Enkousen. Unless, you're talking about her hand-to-hand fighting? You aren't seriously telling me to make her go toe-to-toe with the Goddess of Flash?" Suzumebachi spun around with her hand on her hips. "That's her specialty!"

"Well, Soi Fon does have a history with brawling…"

"It was a phase!" Soi Fon sputtered. "I haven't even seen Zaraki since first year!"

"Ah, but I do remember you two hospitalizing each other…" Kyouraku reached into his robe sleeve and pulled out his flask. "Oh, memories…"

Soi Fon protested. "That was first year! And Zaraki wasn't as much of a monster then as he is now!"

"Mmhmm," Kyouraku took a swig. "Food for thought, Suzumebachi."

"Who's this Zaraki?" Suzumebachi glanced down at Soi Fon.

"Just some combat freak. He leads a bunch of rough housers. Ikkaku's his third-in-command, right after his little sister, Yachiru," Soi Fon sighed. "We used to be pretty close, especially after… Well, before I got taken in by the Kurosaki's. That's when things kind of…" She shook her head. "Look, if you want to get anything out of this, yeah, I can hold my own in hand-to-hand combat." She kept her eyes averted from her familiar.

Suzumebachi lowered herself past Soi Fon's gaze. "It's fine. We've all got things we'd rather not talk about." Soi Fon felt herself lower her mental guard. She had thought her familiar would have tried to probe into it, but the sprite's telepathic hum was nowhere near her mind. "Well, if you two are so sure about fighting that way, I'll try this form." Suzumebachi flashed bright yellow then melted onto Soi Fon's hands, the scent of raw honey cutting through the lecture hall.

"Gloves?" Soi Fon tugged at the hem of Suzumebachi's new form.

"Careful!" Suzumebachi mentally buzzed. "That's still me!"

"So, what do you do in this form?" Soi Fon turned her hands over, black velvet with golden trim. They certainly felt warm. She stretched her hands.

"I work best with venom, but I can manage tolerably well with contact-poison. It'll dilute the effect even more, but we're not going for a fatal hit anyway." Soi Fon wasn't sure if she should be worried with the mental frown she detected from her familiar. "Besides, this form will give you more ways to actually tag her."

Soi Fon looked over at Kyouraku, waiting for his approval.

He shrugged. "It seems you two have at least reached a stable synchronization. I can't tell what you're planning, but I imagine that at least you have a plan now."

Soi Fon glanced inward at Suzumebachi.

"Less a plan and more hope she's willing to humiliate you and play defensive instead of blitz you," Her familiar nodded in her head. "I still distribute poison with one attack, it just won't have a cascading reaction. If you keep making contact, eventually we can throw her off balance. After that…" Suzumebachi shrugged.

Soi Fon blinked. Did her familiar actually sound hopeful?

"Don't get ahead of yourself. We need to get you up to speed first, literally."

Soi Fon nodded. "Professor, we'd like you to put us through the flash step crash course."

Kyouraku raised his eyebrows. "My my, you two really are going for it."

"Are you sure this is really worth it, Soi Fon?"

Soi Fon winced as Isane sent another wave of Kaido through her body. Healing magic was efficient, that didn't mean it was always a soothing balm.

"Sorry!" Isane cut off her flow of mana and set Soi Fon back down on the infirmary bed, the smaller woman having sprung up from the pain. "I'm sorry I'm not as good as Prof. Unohana."

"It's fine, it's fine," Soi Fon managed. "I had this coming anyway…"

"What kind of training have you even been doing?" Isane moved to the foot of the infirmary bed and applied a lower intensity spell. "I haven't seen you in here since first year."

"I have been trying to avoid this place since the rest of the gang is always hanging around." Soi Fon grimaced. She had first met Isane here in the infirmary. It had practically been her daily routine, popping in to get scolded by Unohana and used as a training dummy for the first years as punishment. Looking back on it, it was a wonder that she hadn't been expelled then for all her fighting, though considering the rest of Zaraki's gang were still scraping by, maybe Unohana thought that they were wonderful teaching aids for students needing real life experience.

"That still doesn't answer my question!" Isane prodded a nascent blister on Soi Fon's sole. "Normal training doesn't drive your body to this point! Second degree burns, stress fractures, torn ligaments. Not even Zaraki comes in with this level of physical trauma most days!"

"Agh!" Soi Fon had also forgotten that Isane was Unohana's protege. It seemed like medical knowledge wasn't the only skill being passed down from the professor. "I was practicing my flash step." To be honest, she hadn't thought that Kyouraku's training would be that difficult, but with every hairpin turn and the ridiculous time limits he had imposed, on top of having to maneuver entirely within the lecture hall, she had half expected the soles of her feet to slough off as Isane healed them.

"No, no, no. You can't use your body as a variable in control. You'll tear your skin right off at the speeds you need to reach and even then, you're introducing too much resistance, again!" Soi Fon hadn't expected him to be that strict either. Who knew the day-drinking professor could be so demanding? Though maybe she should have figured since he was one of Shin'o's first graduates.

"Flash step? Soi Fon, you're not really…" Isane stopped her healing to look into Soi Fon's eyes.

"Not like I really have a choice," Soi Fon groaned.

"But it's Yoruichi Shihouin!"

"So I've heard."

"You could always just beg her to let you off the hook!"

"I'm not bending down and kissing her boots, Isane."

"And that's why I prefer you if nothing else." Suzumebachi wandered into the room carrying a roll of medical bandages. "Here's those wraps."

"Thank you," Isane smiled and accepted the bandages. "I'm surprised though, Soi Fon! When I heard about your familiar, I never thought they'd be this cute. Renji made it seem like they were some kind of demon-type."

Soi Fon watched as Suzumebachi hovered over to land on her shoulder. Isane could talk all about the state of her body, but she could feel the fatigue rolling off of her familiar.

"It's a stop gap measure," Kyouraku tapped the side of his flask and took a swig. "But since you're desperate, pool your mana reserves. It'll cause more problems than benefits later down the line and it's not as efficient as having you both independently contributing to each flash step, but it's easier and quicker, especially since Soi Fon is going to be the one primarily drawing on the reservoir."

Soi Fon winced, electricity spiking through her body. And there was one of the side effects. It had started popping up during the second half of training, after Kyouraku's normal remedial familiar training. As both her and Suzumebachi's mana reserves had crashed, they'd started drawing on something else. Kyouraku had stopped them at that point, so she could only assume it was something even worse than the physical damage she had been accumulating, maybe burning part of their life spans or physically converting their nerves into magical energy.

"Yeah, well, enemy of my enemy," Soi Fon muttered.

Suzumebachi nodded listlessly. "Yeah, something like that."

"Well, don't drive yourselves to death for it!" Isane chided them. "She's not worth it, Soi Fon."

Soi Fon closed her eyes. Logically speaking, Isane was right. She should just bend her head and kowtow to Yoruichi, but she just couldn't.

"Hey, I don't need you for anything, but you're mine."

She pissed her off. Yoruichi really was the perfect little Shihouin.

"If you knock me down, I'll let you keep this pathetic excuse for a fairy, and I'll contract something better."

It was like the whole affair was just a shopping trip for her, something she only thought of as a hoop to jump through. If that damned princess even knew what it cost some people to contract…

But of course she didn't. Soi Fon doubted whether any Shihouin had ever stopped to think about it.

Soi Fon grit her teeth. "We'll be fine, Isane. I've pulled through tougher things before, haven't I?"

"Like what?"

A/N: Yay, Yoruichi's here! And… she's a massive prick… Hang on! Before you pitchfork me, just hear me out!… Alright, yeah, I have nothing, I just really wanted to see a more antagonistic dynamic between the two. Still, I had a lot of fun writing her this way. She's such a troll in the lighter moments of Bleach, borderline cruel sometimes, so I tried imagining a much less empathetic Yoruichi. Plus, I have a soft spot for underdogs/the everyman and getting to play Soi Fon as that against a "noble" Yoruichi is pretty fun. Then again, I'm kind of writing myself into a corner with the YoruSoi here... Don't worry, I'd never abandon my fav couple!

I read a few surprised comments about Suzumebachi being Yoruichi's familiar first too. We never really learn about Yoruichi's zanpakuto, even though she definitely has one because she was a captain, so I thought I'd toss two and two together, especially since zanpakutos are supposed to take after their partners, so the idea of them sharing an origin was nice.

It kind of hurts having to depower Soi Fon this much though, but starting from scratch isn't so bad. It's a shame that Kubo gave her one of the coolest and simplest abilities, because it meant that she'd basically never get a chance to shine in Bleach. Seriously, I think every single one of her fights outside her first one with Yoruichi introduced something to make Suzumebachi useless. Barrigan's instant aging on touch, Aizen's spiritual pressure BS, BG9 is freaking robot. It's ridiculous. Now there's a case that needs "Justice for Soi Fon."

Oh well, that's why we have fanfiction! I hope you all were able to enjoy this chapter. If you did, or you have a bit of advice for me, please leave a comment! They always make my day when I get one, and they help me find the motivation to work on future chapters, so until then!