AN: Here there be mature bits. For anyone uncomfortable with that, I've partitioned off the most explicit part of the scene with double line breaks.

Back Then: Circa 1650 (or, about a hundred years before Kaede starts the Academy)

Everything here was damp. Never wet, exactly - the only water that made it inside the underground facility came from pipes. All the same, the air was heavy with ever-present moisture, making the chill sink into her bones no matter what she did to warm up. Her old room in the Central Underground Prison had been artificially bright and dry; the Nest of Maggots was only ever dim and dank.

The main yard was brighter, but Kaede avoided it when she could. She'd tried at first, shyly asking to join other inmates in their board and card games, but most of them were adult men who either laughed that "little girls don't gamble" or tried to touch her in ways she didn't like.

Well, one man had touched her. When he pulled away bloody stumps where his fingertips had been, the others quickly shifted to fearing and avoiding her.

She hadn't meant to. She tried to apologize to the man, but he'd backed away from her screaming while clutching his bloody hand.

"You said this'd stop it from happening," she cried to Urahara later, holding out her arms while he checked the seals. "You said I couldn't hurt people with these!"

"It's new technology, Kaede-chan," he'd patiently explained. "It will take some time to get it just right. We need to build up your tolerance to the Kido first."

She hadn't cared about Kido tolerance or any such thing; she just wanted to be able to be around people sometimes without this happening! But she held back her tears of frustration. This was a stepping stone to control, as Urahara had told her many times, and she doubted that being a baby about it would help.

"This wasn't your fault," he assured her after finishing the seal check. "But if anyone does try to touch you inappropriately again, you're perfectly within your rights to teach them a lesson."

She assumed he meant with Hakuda.

Since that day, she'd spent most of her time in her room, which was basically a cell modified to only lock from the inside, well out of the way from the other inmates' quarters. Sometimes she explored the winding corridors, but most days she stayed curled up with a book on her lap or a pencil in her hand.

Today, she lay on her stomach with both an open book and a paper and pencil, copying diagrams made by some polymath from the Human World, when a noise made her freeze.

Footsteps.

There was someone in the corridor that led to her room. It couldn't be Urahara; he never made noise like that.

Kaede sat up and quickly pulled her door shut, locking it from the inside just as a figure rounded the final corner. Through the bars, she watched him wander closer, his head turning this way and that as he examined his surroundings. He was the strangest man she'd ever seen, with skin so pure white she wondered if it was painted on. Stranger still, he seemed to be wearing some sort of gold cones on his ears. He stopped when his unblinking yellow eyes fell on her light gold ones.

"So there is someone down this way," he mused. "I suspected as much. This corridor was clearly designed to be misleading; one would only go through such trouble if one wished to deter curious eyes. I suppose for the feeble minds this place normally caters to, it is effective."

Kaede wasn't sure what to make of the man or his stream-of-consciousness commentary. He wore the same plain white robe given to all inmates; the fact that bore no stains or signs of fraying suggested he was a recent arrival at the Nest. She watched him silently, warily, though he seemed unperturbed.

"Oh, don't worry about me," he said, seeming to respond to her even though she hadn't spoken. "I was merely bored and decided to see if this facility held any interesting subjects. Alas, everyone here is frightfully dull. It's a travesty to think that Soul Society considers these self-important simpletons to be 'dangerous elements.' That rather says more about those in power than those placed here, does it not?" He waited for a beat, like he was expecting her to answer. When she said nothing, he cocked his head to the side. "Well? Nothing to say? I suppose that is better than putting up with the inane chatter that passes for intelligent conversation here, but it is rather disappointing."

Kaede bristled a bit, her offense at being considered stupid giving her the courage she needed to talk back. "We're all supposed to be here," she muttered. "For the safety of Soul Society."

"For the convenience of Soul Society, perhaps," he retorted, though no true malice tainted his voice. "So then…what reason is there to put a girl-child in this Nest of Maggots? What were you allegedly about to do, child?"

"I…killed people," Kaede admitted softly, shrinking back from the bars. "I hurt people."

"Nonsense," he dismissed with a flap of his white hand. "One only comes to be here by doing nothing wrong."

That made no sense, but she wasn't sure how to argue against it. All Urahara had told her about the other inmates was that they were here for both their good and that of Soul Society as a whole. She was here, so that must be true.

"So if you are here, having committed true crimes," the man continued, crooking a finger under his chin, "then it is only logical to assume that you are an exception to the usual rules and Central 46 knew not how to properly handle you…which leads me to ask…" His bulbous yellow eyes fixated on her. "Are you the fabled 'Child of the Catastrophe?' The one found in the ruined districts all those years ago?"

Kaede felt herself go pale. She averted her eyes, her shoulders automatically hunching in an effort to make herself shrink.

The man's mouth stretched into a frighteningly wide, yellow-toothed smile. "Ahhhh - you are, aren't you?! Oh, this is marvelous!" He clapped his hands in delight. "Here I thought I would rot down here with nothing to stimulate my poor brain, yet before me stands the greatest mystery Soul Society has produced in over a century! Tell me, Child of the Catastrophe-"

"Kaede," she mumbled.

"Hm? What was that?" He cupped a hand around a gold cone - which Kaede now realized was grafted onto his head.

"My name," she uttered, clearing her throat and trying to speak up. "It isn't 'Child of the Catastrophe,' it's Sorano Kaede."

"Ah, so they gave you a proper name," the man nodded. "I would have merely assigned you a number. Much easier to remember. But if you insist, I shall refer to you by name instead. You may refer to me as 'Doctor Kurotsuchi Mayuri,' or 'Kurotsuchi-sensei' for short."

Kaede's face scrunched in confusion. "Why would I call you 'sensei?'"

"Because," replied Doctor Kurotsuchi Mayuri, "that is the proper way to address one of superior intelligence and study such as myself. Additionally, I have ample knowledge in the medical, physical, and spiritual sciences that a child such yourself could learn from. Seeing as you are studying the works of that human fantasist Leonardo da Vinci, it is clear to me that your education requires expansion. I will take on that task, if you will submit to a thorough survey of those Kido seals they've placed upon you."

Kaede blinked. "You want to teach me, in exchange for examining the seals?"

"Yes, you tiresome child," Mayuri responded, rolling his yellow eyes. "That's what I just said, is it not? It seems listening and comprehension are also skills to be improved upon."

Her brow twitched in annoyance. "I heard you just fine. What I want to know is why."

"Why would I wish to make a case study of the Child of the Catastrophe? I should think that would be obvious to said Child. Or do you not have any interest in how you reduced three entire districts to spirit particles, including the residents of said districts?" He let out a long, beleaguered sigh. "Truly, the worst offense for any creature is to lack a sense of curiosity."

"Spirit particles?" Kaede inched closer to the bars of her door. "What do you mean?"

"Do you truly not know such basic physics? I'm beginning to think you do not have the capacity for-"

"Yes, I know what spirit particles are!" she exclaimed, gripping the bars in irritation. "And I know that it's impossible to isolate them in any meaningful way. We don't have the technology to examine them; our assumption that they exist at all is just that - an assumption, a theory, a model that best explains how things work!"

She stopped to catch her breath. Mayuri peered at her through narrowed eyes, once again cupping his chin in one hand. "Perhaps you are not as feeble-minded as the others here, then. At the least, you are well-read. Reading, however, is hardly a substitute for true acquisition of knowledge. For that, one requires experience and experimentation. What do you know about how those Kido seals work?"

Kaede looked down at the marks on her arms. "Um…Urahara-san said-"

"No, no, not what did someone else tell you about them," he interrupted. "What do you know about them? Your observations, child!"

Kaede went quiet. Her observations? Who cared what those were? Urahara and Tessai-san were the ones who oversaw the Kido; she just had to trust them and try not to get too worked up.

A bitter taste entered her mouth as she remembered the inmate with the wandering hands - and the bloody stumps she'd left him with.

"They don't work," she muttered, her hands balling into fists at her side. "Not like they're supposed to. Not yet. I can still hurt people."

"Then allow me to offer you an even better deal than my initial one," Mayuri said. "Not only will I endeavor to fill in the monstrous gaps in your education, I will use my considerable intelligence and the observations gained through studying your seals to improve them. For all of this, I ask only what I mentioned before: full access to make a proper study of those seals. You are truly getting the better end of this deal, if I may say so, as no matter what occurs regarding your seals, you will benefit for life from an education under me. I'll even refer to you as a 'protege' rather than a 'subject,' if you'd like. After all, what is the point of having such a remarkable intellect if one does not do what one can to share it with others?"

Kaede stared warily at the white-faced, yellow-eyed man through the bars of her door. To say he was "off-putting" would be far too tame a turn of phrase, and not only because of his appearance. Everything about him, from his manner of speech to his unblinking stare, engendered a feeling of unease in her.

But…she had to admit, some of what he spoke of piqued her curiosity. What did he know about what happened in the Catastrophe? Could he really help with her seals? Urahara came by less and less lately…maybe it would help to have someone else in this "Nest of Maggots" who could do something about her seals. Maybe he could even help Urahara to perfect them so that she couldn't hurt people anymore.

Maybe then, she could be allowed into the real Soul Society.

"Okay," she said after some hesitation. "But…no touching. I…don't want to hurt you by accident, so it's better if you don't touch me."

"Child," Mayuri sighed, "you make it sound as though I seek to use your body for my physical pleasure or some such trite. Though, given the demographics of this place, I suppose that is a sensible request for a young lady to make. I assure you, my only interest is in those Kido bindings. Very well, I shall look with my eyes, not with my hands, as unnecessarily difficult as that may make a case study of this nature. We shall begin tomorrow."

Back Then: The Academy, Year 4

Kaede rushed through the dark forest, adrenaline pumping through her veins. She could feel the Hollow attack the two Shinigami, knocking Hiyori's partner aside like a fly. His reiatsu flickered, then blinked out of her perception altogether.

No, Kaede chanted in her mind. No no no no no-

She shot a Kido spell at it, but it failed to even make contact. As she caught Hiyori's all-too-limp form in her arms, something welled up within her, something powerful and potent that she knew would save them.

Let go, something inside her urged. Let it out…

"No!" She just had to get out of here. The forest grew ever darker around her, trees solidifying into cold walls of earth and stone, lit only by a bare bulb every dozen meters. She knew these halls well; the maze that was the Nest of Maggots had long ago burned itself into her memory. She rounded a corner -

A figure stood in her way, large, unblinking yellow eyes seeming to glow in the dim underground.

"Ah, Kaede-chan…how good of you to finally visit."

Kaede backed away from him on trembling legs. No, I don't want to-

A cold, white hand clamped around her wrist, and Kaede realized then that Hiyori was no longer in her arms but huddled on the ground. Behind her, the Hollow roared, ever closer, and she had nowhere to go, the pressure was growing and it had nowhere to go-

"I told you," sighed the nasal voice. "Didn't I? You are never leaving this place. Not really."

But she had been out, Kaede wanted to protest. Her mouth formed the words, but she had no voice. She WAS out!

"No, foolish girl…" The cold gripped tightened around her wrist. "You were never out."

The power rushed from her like a scream. She felt rather than saw the Hollow stop dead, its body turning to dust, then to nothing at all, the core of its very essence erased from the world.

"Wonderful!" White hands clapped, the sound echoing in the cave. "Fascinating! Oh - oh dear…"

The white hands were next to go, followed by the body, until all that was left were the unblinking yellow eyes and wide, yellow-toothed grin. Then they, too, vanished into the darkness.

For a brief second, Kaede was relieved. They were gone…she and Hiyori were safe! She looked down to check on Hiyori - only to recoil in horror at the eviscerated figure of her friend, half her body simply gone, her exposed organs leaking blood all over her hands -

"No!"

Kaede shot up with a stifled gasp that, in her nightmare, had been a full-on scream. Her heart pounded in her chest; she grasped onto anything she could lay her hands on as reality settled back in.

She wasn't in that forest, but in a hospital room. Hiyori was asleep in the bed, many of her bandages having been removed by the medics an hour or so before. She was on the mend, and she was alive.

That dream…she'd had some version of it every night since the Hollow attack in the Human World. Sometimes she was just running from the Hollow; other times, she was back in the Nest. No matter what the details were, upon waking, she felt that dreaded pressure build up more, begging for release. She could feel it pushing at the seals from the inside, swirling like the beginnings of a horrendous storm, and suddenly the room was too small, she had to get out, get away from Hiyori and all the other people in the building -

Kaede stood and rushed toward the door, only to bump into a solid figure. She immediately jumped back with a yelp, tucking her arms across her chest as though that would do anything about the fact that she'd already touched -

"Kaede?"

A pair of long-fingered hands took hold of her shoulders, and Kaede nearly struck out with her fists - better than with that power, at least - but then she registered the familiar voice and saw who it was.

"Sousuke?" Shame and relief crashed over her. It was Sousuke. She hadn't hurt him, her reiatsu wasn't spiking, her seals were intact. It was just a stupid nightmare. She repeated that to herself several times over and tried to slow her racing heart. "Sorry, I…bad dream. Needed air."

"Then let's get you some," he replied. He bent down to pick something off of the floor - dango?

"I was coming to check on the patient," he explained, nodding toward the sleeping Hiyori. "I considered bringing flowers, but from what you've told me about her, this seemed more appropriate."

A small huff of laughter escaped her chest, the mundaneness of the situation helping to ground her. "I'm sorry…she'd have loved it, she's been complaining about the food all week."

"It's no problem. I'll pick up a fresh set later." He deposited the skewers in a trash can as they walked down the hallway. "How is she?"

"She's doing well," Kaede replied, still hugging her arms across her torso. "Should be out of here in a day or two, as long as she keeps resting…wait, why do you care?"

He raised a brow at her, an amused smirk on his lips. "Do I need a reason to ask after a fellow Shinigami?"

"You do. I didn't think you even liked Hiyori."

"She's important to you," Sousuke stated, letting the smirk drop. "Therefore, her well-being is of at least some interest to me. Aside from that, she was injured on my watch, so social protocol dictates that I check in on her."

"Fair enough," she muttered. It actually was a relief to hear him be so blunt about it; at least she didn't have to worry about him putting on an act for her.

"So what was your dream about?" Sousuke asked her as they left the hospital building. "Whatever it was clearly upset you."

Kaede's hands automatically returned to her forearms. "The Hollow attack…mostly."

"It was your first time seeing one, wasn't it?"

"Yes, but…" Her hands tightened around her arms. "That's not what scared me."

Sousuke looked down at her hands, then back to her face. "I see…do you want to talk about it?"

Yes. No. She wasn't sure.

"Not here," she said at last. She felt too exposed, like someone could be listening in and report this back to Unohana, Urahara, or Central 46 itself. If word got to any of them that she was having even slight issues with the seals…she'd never be allowed to continue her studies. They'd isolate her again, run endless tests on the seals to make sure they were working properly. Or they'd return her to the Nest so that the only people she could harm were those who weren't supposed to exist any longer.

The very thought of having to go back there made her nauseous with dread.

Sousuke nodded once, catching her meaning without her having to say anything more. "Come with me. I'll make us some tea."

Kaede let Sousuke take the lead, bringing her away from Division Four and through the labyrinthine streets of the Seireitei into a compound she didn't recognize - not that she was particularly well-traveled. They stopped at a door on the second floor of what seemed to be a barracks.

"I hope you don't mind," Sousuke said as he opened the door for her. "My quarters are the most private place I know of."

Kaede hesitated - this was his room? That was certainly private, but a different kind of privacy than she'd expected. Curiosity pushed her over the threshold and she stepped inside.

Sousuke's room was quaint and spartan, but clearly utilized. He had a desk with an oil lamp and neatly organized writing tools, as well as a small stove in the far corner. A stack of books and scrolls lay near the desk, a couple of them still open on its surface. In a way, it reminded her of her old room in the Nest, less decorated but much nicer overall, the soft light coming through the paper screens giving everything a warmth that her corner never had.

"It's small, but it's comfortable," Sousuke said as she slowly turned around, taking in the room. "There's no worry over being discovered here - I've made sure of that."

Kaede licked her lips. She hadn't been concerned over being found here - she'd long since learned to trust Sousuke in that regard. She was, however, keenly aware of other things: She was alone with Sousuke in his room - a different sort of "alone" than they'd ever been before. Here, his presence permeated every corner and cranny, so that even standing a few feet away he surrounded her completely.

After a few minutes, he handed her a steaming cup. Kaede inhaled deeply, surprised by the sweet, floral fragrance. "I thought you hated jasmine tea."

"I don't particularly like it," he replied. "But it can be quite calming."

"Thank you," she whispered, closing her eyes and letting the steam fill her senses. The fragrance alone seemed to help her heart rate slow; the inner pressure abated.

"I've been feeling…a buildup," she explained after a few minutes. "During the Hollow attack…there was a moment where I wanted to release it…my power. It's happened before, especially back when the seals were still being adjusted. Sometimes, when I was scared or angry, it…it leaked. The seals are plenty strong now, but I just had this feeling that if I willed it hard enough, they wouldn't be able to stop it. I knew that I had this strength inside and if I could let it out, the Hollow wouldn't stand a chance. But…if I did…I'd have killed Hiyori, too."

She shook her head, jaw clenching. "That's what I keep dreaming about: releasing that power, killing that damn Hollow, but…what's the use of whatever power this is if I can't control it? If I do let it out, but it destroys everything? I can't…I don't even know if it's possible to learn control."

Sousuke turned her chin towards him. "That is how they want you to think. They want you so afraid of what is yours by right that you will never try to tap into it."

"And if they're right?" she challenged.

"Do you want to be handicapped for the rest of your life?"

"No, but-"

"Then don't allow them to cow you into submission." He cupped her cheek, the warmth and weight of his palm comforting. "You have more potential than they know what to do with. That makes them afraid - but it shouldn't make you afraid."

Kaede leaned into his touch for a second before pulling herself away. "What scares me isn't their opinion. Not really. It's that their opinion is based on reality. I want to be able to control this power, I do, but…" She stared down into her tea, steeling herself. "Someone…once…did try to alter the seals. Someone who wasn't Urahara-san or Tessai-san. Sometimes…he's in those dreams, too."

In her mind, she saw the dark alcove, felt that cold grip on her wrist, keeping her from escaping…the burn of the Kido as he gracelessly poked and prodded at it, trying different incantations to see what would happen…then what was left of the body of another man, crumpled on the floor, hovering between life and death…

She shuddered. "It didn't go well. That person didn't know what they were doing, and he and another inmate were hurt because of it. The other inmate…he died."

She hadn't seen the man die herself. When Urahara had swooped in to stop the ill-conceived experiment, the man was almost half disintegrated, but still breathing. Kaede remembered how his single eye kept twitching in its socket, the raspy attempts at breathing through a ruined windpipe attached to exposed lungs. She remembered being relieved when a net of spirit energy fell over her body, stopping the energy from continuing to escape, even though it was like being trapped under strands of burning lead.

Sousuke's voice broke through her recollective haze. "What happened to the one who tampered with the seals?"

"Oh, he survived," Kaede said, a hard edge in her voice. "To this day, he is the only inmate of the Nest to be put into solitary confinement."

Kurotsuchi Mayuri had gotten away with a bit of skin scraped off of his hands, but not much else. He'd put up no fight when the other guards subdued him, nor did he show any remorse for the situation, instead complaining that the conditions of the Nest made for a horrible laboratory.

She hadn't fully believed Urahara when he told her that Mayuri was in solitary and could never bother her again. She had to go and see it for herself - the one and only time she went to that area until the day she left the Nest for good. The white-skinned scientist's words had stayed with her through the years: "Child, if you believe that the powers-that-be will allow you to be among the general public, you are more foolish than the imbeciles who populate this place."

Sousuke had a thoughtful look on his face. "How far did he get?"

"Hm?"

"In undoing the Kido," he clarified. "Do you recall how far he got, or how he did it?"

Kaede's entire body tensed in warning. She set the cup down on his desk with a decisive click. "It doesn't matter. I'm not letting anyone touch them again, except for Urahara-san and Tessai-san. They designed them. They know how to work with them."

Sousuke frowned. "Right now, you rely on two people who will only follow the orders of Central 46. Do you really think those old fools will ever lift this sentence from you?"

She shook her head. No, she didn't - not anymore. "Still…they're the only ones who know how to alter them without…"

"Without you losing control," Sousuke finished for her. "Which of course is what you'd assume would happen, given prior experience." He looked at her with something resembling sympathy in his eyes. "You should know that I only want to help you reach your full potential. It pains me to see you so stifled and constricted."

She wanted to believe him. She wanted to be sure of his intentions, but…"Why?"

His thumb traced her cheek. "You still doubt me, don't you?"

"No, I -" She stopped herself. She was doubting him, and while back when they first met she'd had every right to do so, now…she actually felt ashamed of herself for it. "I…I don't mean to."

"It's all right," he assured her. "I understand. With your past, you have plenty of reasons to doubt. So I will tell you again, and as many times as I must until it sinks in." Cradling her face in both hands, he met her gaze, his voice low and smooth as he spoke. "I have meant every word I said. I want more than the life of a mere Shinigami, upholding the same empty values and basking in stagnation. And I want more with you: more than companionship, more than a physical relationship, more than anything I've ever had with another person."

He traced the contour of her cheek with his fingertips. "I want you by my side, Kaede. If you have any other doubts about my intentions or feelings toward you…" His mouth twitched into a smirk. "Then allow my actions to answer for me."

He dipped his head slowly toward hers as he spoke so that he was a breath away from her lips. Kaede's eyes fluttered shut as she met him the rest of the way, the sweet reunion with his lips melting her insides on contact. She happily lost herself in his kisses once again, taking what he gave her and returning it with zeal. Kissing him was exhilarating, liberating, the sort of addiction she could gladly submit herself to. She was keenly aware of every inch of contact her body had with his, yet none of it made her want to recoil. Quite the contrary: This was what she wanted to feel, not the fear or anxiety or inner pressure.

"I want every part of you," he whispered as he began trailing kiss after kiss down her neck.

Her fingers wove into his hair, nails lightly scraping his scalp in encouragement as a different sort of ache grew in her core. This time, he didn't stop at her collar, but pulled at the top of her uniform to loosen the fabric and expose her shoulders to his wandering mouth.

"Wait," she gasped, grabbing his wrists to stop his hands from traveling down her chest. "Before, um…we do anything else…"

Sousuke's lips left her neck, his head lifting so he met her gaze. "What is it?"

Kaede licked her lips, eyes dropping from his. "I, um…I haven't…"

"Had sex before?"

She flinched, eyes pinching shut with a grimace. "It's not - I mean-"

Why was it so hard to speak? No, she hadn't had sex before, but that wasn't what was stopping her. What was stopping her? If she was going to do this with anyone, she'd rather it be with Sousuke. She wanted it to be with him.

"Kaede." Something had changed in his tone, making it cold. Her eyes snapped open to see a dark frown on his face. "Did someone hurt you?"

"What? No!" She shook her head. "No, nothing like that."

Something subtle rippled over Sousuke's face, softening his eyes and mouth once again. "That is…good to hear."

It was strange to see him so…relieved? Uncertain? Kaede lightly hugged her torso with a shrug. "I haven't, though. Had…sex…before. Or anything. I never saw the appeal, honestly."

At this, he arched a brow. "Oh?"

"It's just…sex in theory seems like it could have its merits," Kaede tried to explain. "But I've seen it drive a lot of people to do stupid things. It just…doesn't seem worth it."

Sousuke's brow relaxed as he understood. "I imagine you've seen quite a few… unsavory scenes during your time in the Nest."

Kaede nodded once, trying not to think too deeply about hard grunts and weak whimpers, or the looks of apathetic misery she often managed to see before she ran away. "At best, it was a transaction. At worst…it was about putting someone lower in the pecking order. Asserting dominance." She looked down at her hands. "I was…approached a few times. Mostly just people - men - looking for novelty, or a badge of honor. 'I fucked the freak' - that sort of thing."

"I'm surprised Urahara-san didn't put a stop to that," Sousuke commented, a hint of mockery in his tone when he said the man's name.

"It wasn't really something I felt comfortable telling him about," she admitted. "Besides, it didn't really matter. I held my own."

Sousuke traced her brow with his fingertips, a small, proud grin alighting his face. "I'm sure you did. I doubt anyone could touch you without your consent."

His hand came to rest along her cheek and she leaned into it. No - especially after the incident with Kurotsuchi Mayuri, she'd worked hard to maintain her independence in the Nest, such that it was. Sometimes she'd wondered if she should just let someone have their way with her - get it over with, maybe even secure an actual companion or two. But companionship was never part of the deal, and she'd never been that desperate.

She didn't know when she'd started not only accepting Sousuke's touch, but craving it, or when he'd become more prominent in her mind than any memory of the Nest. But she knew without a shadow of a doubt that she wanted more from him, with him.

Kaede took his hand from her cheek and placed it over her breast, meeting his eyes with purpose in her own. "I want this…with you."

He took her hand in his and brought it to his lips, touching them first to her knuckles, then her forehead, and finally her own mouth in a soft kiss. "Turn around."

She did, her heart fluttering madly in her chest. This was it. Would he bend her over? Would it hurt? Doubt flooded her body, mixing with tingling anticipation, but she tried to rein it in. She was resolved to do this.

Sousuke stood at her back, his heat enveloping her like a comforting blanket, his breath warm against her neck as he planted feather-light kisses there. "Are you nervous?"

Her breath came out in a shaky stream. "Yes," she admitted in a whisper.

"Don't be." He laced his fingers between hers, gently prying her hands off her forearms. "Nothing happens here without your consent. This is about your pleasure."

Kaede closed her eyes and tried to slow her breathing.

"Do you ever touch yourself?"

Hesitantly, she nodded. "Sometimes…"

"Show me."

His fingers loosened so that his hands lay over hers. Kaede wasn't sure where to begin. Yes, she'd touched herself before, but…that was private. The prospect of sharing that with another person, even someone she wanted to be with, was intimidating.

Sousuke's body was so warm against her back…she leaned into him, letting him support her, taking a bit of comfort in his presence. The scent of ink and fresh parchment surrounded her, along with an underlying musk that clouded her mind. The soft rustle of their clothes, the quiet disturbance of their breath in the surrounding silence…she let it all wash over her, allowing her senses to overtake thought until her body began making its desires known.

Slowly, she traced her jaw with one hand, then trailed her fingers down her neck, much as she'd done after the hanami. Her light touch tickled her skin, awakening her nerves in anticipation of more as she dipped under the fabric of her uniform to explore her clavicle and shoulder. The whole time, Sousuke's hand rested atop hers, not guiding or directing, simply along for the ride. Sometimes he pressed a soft, encouraging kiss along her jaw or nipped at her ear; each time evoked a lovely spark in her body, making her crave more contact, more exposure.

Her hand wandered down to her breast, and she was suddenly all too aware of how small it was compared to Sousuke's hand. But she felt him shift against her back, a low hum reverberating down her spine as she cupped and squeezed the modestly rounded flesh. When she started to do the same to her other breast, Sousuke's idle hand rose to slip under her uniform, taking over for her. The heat of his skin on hers was a shock that made her gasp and arch; her head rolled back against his shoulder as he expertly mimicked her ministrations. Her whole body began to writhe against his, restless and full of rolling energy.

Sousuke turned her head to capture her mouth in a hot, heady kiss. At the same time, he guided her hand inside her hakama, encouraging her to rub herself directly. She gasped into his mouth as she found the nub of nerves that sent bolts of pleasure through her system. Between her fingers and his free hand traveling over her chest, she was lost in a state of pure sensation, feverish with growing need. Her legs trembled as the pressure in her core rose to an almost painful level.

"That's it," Sousuke said in a low voice that rumbled against her back. "Keep going…I have you…"

She whimpered and shuddered against him. Her fingers moved faster, alternating between rubbing her clit and dipping into her tight core, frantically trying to bring herself to the peak her body so desperately tried to reach. Sousuke's hand left hers to probe at her opening, freeing her up to focus on her clit and making her arch and moan when one of his long fingers went inside of her. Oh, fuck, that was good! He curled his finger within her, pressing into an area that had her seeing stars - and then he added another finger, and oh god this was just what she needed, she'd never felt so beautifully full in her life -

She came with a broken gasp, bucking against their hands as the waves crashed over her, washing away all sense of reason. All that existed in that moment was the pulsing pleasure that spread throughout her body, and all she cared about was prolonging that pleasure, existing in that state of pure bliss for as long as possible.

As she began coming down and catching her breath, she felt Sousuke's lips on her cheek. His fingers left her still-throbbing core, dragging up her body under her very much skewed uniform. She gratefully let him help her to the floor, her legs too jelly-like to support her anymore. He lazily caressed her curves as he gazed down at her with a self-satisfied smirk.

"Better?" he asked.

She didn't have the energy to roll her eyes at him at first, but his smug expression sparked something in her. She reached up with one hand and pulled his head down into a crashing kiss, using her mouth and tongue to tell him in no uncertain terms that she was far from finished with him. He returned the gesture with just as much energy and ardor, his body looming over hers until she hooked her legs around his waist and flipped their positions.

He let out something between a groan and a chuckle at her actions. "That's my woman."

Kaede's lips attached to his jawline, tracing the sharp, strong contours from his chin to his neck and down to his collarbone. She gave into every impulse she'd had over the past years, pushing his shihakusho collar aside so she could suck a mark onto his clavicle like she was claiming him as her own. All the while, his hands roamed over her back, cupping her rear and pressing her against him.

Suddenly she was on her back again, her wrists pinned beneath his hands. Kaede's fighting instinct kicked in, urging her to gain the upper hand again - but he placed a finger on her lips.

"Uh-uh," he chided, that infernal smirk back on his lips. "That's enough for now."

She glared up at him, contemplating biting his finger.

"Believe me," he purred, "I would love to continue this as well…but time is not on our side."

Confused, Kaede glanced at a clock that sat on his desk and groaned. It was nearly curfew.

"I won't have you compromising what freedom you've gained so far," he said, letting go of her wrists. "No matter how much I may wish to keep you to myself."

He dipped down and kissed her neck languidly, making her melt all over again. She wound her arms around him, not wanting to let him off of her.

Still, he pushed himself up, disentangling himself from her hold.

"And to think," he said with a mocking smirk, straightening his shihakusho, "barely an hour ago you said you couldn't see the merit of such activity."

Kaede slid up into a sitting position. He was right - not once during all of this had she thought back to the Nest again. Where before she'd been apprehensive considering what sex might be like, now she was burning with curiosity and pent up need.

More than that, she realized that her tension from earlier, along with the fear that had caused it, was just…gone. Or at least, muted. She felt lighter, steadier, more ready to take on whatever came next.

"Yeah, no," she sighed, "I think I'm starting to get it now."

She stood and tried to straighten out her uniform. The top was in total disarray, exposing her shoulders and breasts to the air; it took some effort to tuck it back in properly without actually taking anything off. As she raked her fingers through her hair, she noticed Sousuke watching her appraisingly. "What? Did I miss something?"

She patted down her clothes, checking for any untucked or out-of-place pieces, only for him to shake his head with an amused smile.

"Let's get you back," he said. He came up to her and smoothed her collar. "Before I change my mind and keep you here all night."

Kaede quirked a brow at him, her mind already jumping to what might happen if he did. "I thought you didn't want to…'compromise what freedom I've gained,' was it?"

This time, instead of amusement, his expression turned darker, his mouth turning down in a slight frown. "We will have to fix that…among other things."

Kaede's own shoulders slumped, the last bits of euphoria from earlier evaporating. "How? It took two captains to get me permission to visit Hiyori in the hospital, and once she's out, I doubt that'll last."

"I have a few ideas," Sousuke said.

"Care to share what they are?"

"Once I have what I need." He took hold of her hands, turning one over and tracing a Kido mark with his finger. "Have patience."

Kaede wanted to press him for details, but she doubted he'd budge. It was frustrating - she wanted to be able to do something about her own situation, but it seemed like there was nothing she could do.

"I've followed every one of their rules," she said, jaw tight, "done everything they've asked. I know what you're going to say: their opinions don't matter. But I just…I used to think I knew the rules, and that by knowing them and abiding by them, something would happen."

"They're hardly playing fair," Sousuke assured her. "Which is why we can't, either. But one day, we will remake those rules…together." He wrapped his hands around her waist and pulled her closer to him. "First, we must deal with the restrictions placed on you. I won't have you handicapped in the face of another Hollow."

Kaede's head dipped as she recalled how helpless she'd been facing that Hollow in the Human World. That had been one, arguably mid-tier but still low-class Hollow, and she'd been useless. Even Hiyori hadn't been able to do much, and she got horribly hurt because of it.

The scenario in her nightmare came to her mind - her power unleashed against the Hollow, decimating it…but this time, she purposely imagined that only the Hollow was affected, and that Hiyori remained safe and whole in her arms.

She would make that happen.

"All right," she said, her spine turning to steel. "Whatever it takes. I'm done being helpless."

"I am done with this shit," Hiyori announced as she and Kaede left the hospital later that week. "Hospital food sucks, layin' in bed all day sucks-"

"Says the girl who once snored through a whole Saturday," Kaede quipped.

"That was different! I got to choose that time!" The blond poked her in the side with a sly grin. "You're in a good mood lately. Somethin' you care to share with the class? Maybe about a certain glasses-wearing Shinigami?"

Kaede's face went warm, but she couldn't hide her grin.

"Ha! I knew it!" Hiyori crowed. "So I guess he apologized properly for leavin' you hanging for so long?" She wiggled her eyebrows suggestively.

"You could say that," Kaede admitted, certain her cheeks were the color of ripe tomatoes by now. "We talked, and…well, he's been busy, and he needed some space to think."

"Ugh," Hiyori groaned. "You two and your freakin' big brains. What's there to think about? You like him. He likes you. Seems pretty simple. Wait - it's not some stupid thing like he's scared for his reputation, is it?"

"Hardly. If that were the case, he'd never have come near me in the first place."

"Well, he'd have missed out big time," Hiyori stated. "Look…just…don't let him get away with givin' you scraps and actin' like it's all you could expect or whatever."

"He's not," Kaede said. "If anything…he's helped me realize that I deserve more than that. He understands me."

It was more than that, of course. Sousuke gave her hope, a glimpse of a world filled with possibilities that she'd never allowed herself to imagine.

However, trying to explain that to Hiyori would mean delving into topics that got people locked away. She didn't want to risk exposing Hiyori to that. She loved the blond, but Hiyori wasn't the most subtle of people; if she had an opinion, she expressed it, no holds barred.

If she was ever caught expressing a "wrong" opinion…Kaede didn't want to think about how long it would take for the Nest to break down someone like Hiyori. Granted, Hiyori would probably wind up running the place within a day, but the bleakness would get to her eventually.

No…better to keep her in the dark about the more controversial things that came up with Sousuke.

The blond huffed. "I guess he ain't as shrivel-dicked as he seems, then. Might even have a working brain in there."

Kaede bit back a grin, eternally grateful that Hiyori wasn't the type to pry. "You sure it's not because he brought you dango?"

"Hey, I got hurt on his watch. That was the least he coulda done!" A shadow fell over her face and her steps slowed. "I shoulda released Kubikiri Orochi at the start. I could've chopped that Hollow in half before it got to Shun."

Kaede wasn't sure what to say. This was the first time Hiyori had said anything about the fight against the Hollow or the death of their classmate. Had this been festering in her the whole time?

"You don't know what would have happened," she tried. "Look…I know what it's like to go over something in your head over and over again, trying to see what you could've done differently. But…it's done. Yeah, you probably could have released your Shikai sooner, but you can't go back and do that. All you can do is try to use what you've learned in the future."

"Then I'll just make sure I don't make that mistake again," Hiyori swore. "I'm gonna get stronger. Faster. An' the next time I see a Hollow, I ain't givin' it time to even breathe."

The vow was delivered without her usual bravado, but rather in a darker, more serious tone than Kaede had ever heard from her before. Maybe the appropriate response was to smile and say something like, That's the spirit!, but it didn't feel right.

"You and me both," she uttered instead.

The rest of that year, and the two to follow, went by in a blur of classes and training sessions. When she wasn't training, Kaede was in the Academy's library. She read every book she could get her hands on that touched upon the theory of Kido bindings on a konpaku, determined to find a way to use her reiatsu more reliably. She even caved and asked Urahara about it.

"Honestly," he'd told her, "you're the first successful case study in using Kido like that, at least that I know of. It hasn't been replicated yet, either." Then he'd looked at her with sincerity in his gray eyes. "We are working on it, Kaede-chan. You won't be sealed so tightly forever."

"But I'll always be sealed," she said quietly. "Won't I?"

Urahara had looked away, answering with a simple, yet loaded, "We'll see."

That had been all the confirmation she needed. As usual, Sousuke was right: Urahara would uphold Central 46's decisions. Even if he considered himself her ally, he was first and foremost her warden.

Never did that become more apparent to her than a few weeks before graduation.

Dun-dun-DUUUNNNN! …okay, maybe not quite "dun-dun-dun" worthy. Ahem.

Lots was packed into this chapter. We got a glimpse of Kaede's earlier time in the Nest, saw how she met Kurotsuchi Mayuri, and got a gruesome hint about why she came to loathe the scientist.

Hiyori's out of the hospital! Yay! And both she and Kaede are determined to work hard and get stronger. Good luck ladies!

Oh, and there was a bit of under-the-clothes action for our main couple. But I know none of you actually *care* about that, right?

Next Time: Graduation. The Academy years come to an end, and Kaede enters the next major stage of her life as a Shinigami - but it won't be everything she'd hoped (as things often turn out). We'll see Hiyori's shy side…Urahara's sentimental side…and Aizen's scheming - well, I'd say "side," but this IS Aizen we're talking about. The steps he takes next may surprise you, though.

It won't be long now until we finally get to see Kaede unleashed, so leave a comment, and as always…

Stay tuned!