3/8

Shisui smiled. "Hey, where's this coming from? You know I can handle myself. Besides, I've been a Soul Reaper for longer than you have, so I've got a better idea as to what we can run into in the Soul Society."

"Perhaps, but even Yoruichi's on edge about this mission," Itachi reminded him, "I know you're talented, and your powers are more developed than mine, but watch yourself. Whatever we're dealing with here has had the city under its grip for thousands of years now. This is its home turf, so it has the advantage."

"Don't worry," said Shisui, "I'll watch my back."

He deactivated the Sharingan, and not a moment too soon; the two of them heard footsteps approaching, and they saw it was none other than Visaelya. Itachi was briefly concerned that she might've seen Shisui's eyes, but she appeared none the wiser.

"What are you two doing out here?" she asked, "Neither of you are set to be on watch right now. You both might outrank me, but I'm sure I speak for the Captain when I say that you really ought to get some sleep."

Shisui gave her a sheepish smile. "Yeah, I guess you're right. Just wanted to scope things out a bit before we get moving tomorrow."

Visaelya raised an eyebrow. "Scope things out? You can't see anything past the entrance of the Shadow Pass from here."

"Forgive us," said Itachi, "Old habits die hard."

A brief look of skepticism crossed her features before quickly fading. "Old habits or otherwise, you should rest up. I don't need either of you yawning while we're on patrol tomorrow, especially in a place like this."

Shisui grinned. "Aw, you really do care!"

There was a quick flash of red in her face before she folded her arms and turned away. "My kindness is not for your amusement! I want to make sure you both perform up to this division's standards while we're in the field."

Itachi couldn't help but chuckle; Visaelya really was a compassionate young woman, but the pride her family had instilled in her meant she sometimes had trouble properly expressing her gentler side. "I assure you that we'll both be well rested when the time comes to carry out our duties tomorrow, Visaelya. There's no need to worry."

Visaelya sighed before nodding. "Well, in that case, I'm turning in. I'll see you both in the morning."

As she departed, Itachi turned back to Shisui. His old friend's gaze had returned to the mouth of the Shadow Pass, and a few seconds later Itachi saw the Sharingan once again flare to life. He found himself wishing dearly that he had regained his as well; he'd feel a lot better about undertaking a mission in a region such as this if he had the Sharingan in his corner.

Wishing you had it won't be enough to make it appear, he admonished himself, Shisui has it right now, and you do not. Focus on the abilities and skills you do currently have at your disposal…

…and hope that they'll be enough should you run into trouble.

….

The next day…

The hair on the back of Yoruichi's neck felt like it had been constantly standing on edge ever since they'd entered the Shadow Pass earlier that morning. Soi-Fon and Shisui's initial scouting run had reported nothing but calm up ahead, but both of them hadn't even tried to hide their unease.

Yoruichi could hardly blame them. While the ominous clouds overhead didn't completely shield the Shadow Pass from light, they certainly blocked out most of it. As a result, Squad Two's Captain and her officers found themselves traveling through a dark realm where they had just enough light to see by, but not enough to make the journey any less eerie. The first thing Yoruichi had noticed was the smell; Soi-Fon hadn't been exaggerating about the foulness of the river. It reeked of death, and that wasn't helped by the black wisps emanating from it like tortured fragments of spirits attempting to escape from Hell. As a result, she tried to make sure that her division steered as far away from the river as possible, but there was only so much room to maneuver in the Shadow Pass. The remnants of this part of the Great East Road followed along the north bank of the river, and enough of it was intact that Squad Two could utilize it for ease of travel, although they hewed to the very far edge of it out of their unease regarding the water running alongside it.

The corrupted river and ominous clouds above weren't the only thing that had her division on edge. The plant life in the Shadow Pass wasn't helping matters. It was strange that there could even be a meaningful amount of flora due to most of the sun's light being blocked, but it was there nonetheless. Patches of green dotted the otherwise rocky landscape, yet Yoruichi knew that none of her subordinates would be going near them unless they had to. White flowers bloomed in scattered fields, yet there was a sickly quality to them, with their petals looking like the cloying fingers of a withered hand. There were small clusters of trees with twisted branches that seemed more akin to sinister claws reaching out for victims, and their leaves were an unsettling collection of brown and dark red that looked suspiciously like dried blood.

"To think that this was once a prime part of the East Salt Way," said Kisuke as he idly looked around.

"Its glory days are long behind it," Yoruichi replied grimly.

To her right, Soi-Fon's gaze was constantly darting about as she searched for potential threats. "The city should be just up ahead."

Yoruichi's eyes narrowed. "You and Shisui did follow my orders, right? Neither of you entered the city?"

Soi-Fon shook her head emphatically. "No, we did not. Neither of us would disobey a direct command of yours, Lady Yoruichi."

Yoruichi nodded. "I know. Sorry for doubting you. Shisui can sometimes be a bit too liberal when it comes to taking his own initiative… and sometimes he can drag along even those who'd normally play it by the book. He's rather persuasive like that."

"That's true," said Soi-Fon, "He's normally quite effective, but he's perhaps a little bolder than a member of our division should be. Sometimes I worry about him."

Yoruichi chuckled. "Really? That'll be news to Shisui!"

Soi-Fon sighed. "Please don't tell him I said that, Lady Yoruichi."

Yoruichi winked. "No promises."

Shisui's actually the perfect scout for an environment like this, she thought, I know he's already made use of his Sharingan to check the pass out, and he had to limit it in order to keep Soi-Fon from catching on. I should talk to him and Itachi later and see if they'd be comfortable with letting Soi-Fon in on the secret when it comes to those eyes. If she knew about them, Shisui could use them more freely when on scouting missions with her.

This hardly the first time Yoruichi had paired Shisui up with her bodyguard for scout work. Despite their clashing personalities, the two of them were more than capable of cooperation out in the field. In fact, it was remarkable that a Tenth Seat could keep up with Soi-Fon, and in light of what Yoruichi had learned from Itachi it was all too clear that Shisui was severely under-ranked… and that was likely by his own design. His level of ability and skill was probably closer to Soi-Fon's or Kisuke's, meaning she had yet another officer that could function as a pseudo Lieutenant and allow her to work around Ōmaeda. Given that Itachi and Shisui shared the same clan and bloodline, not to mention the fact that Yoruichi was certain her Sixteenth Seat was on the cusp of unlocking his Shikai, she was confident that the former had the same potential as the latter… possibly even more.

Now was hardly the time to be pondering the promising future of a favorite subordinate, though. If she didn't keep her guard up while they were in the Shadow Pass, it would only take one mistake to deprive Itachi and the rest of her contingent of any future.

Yoruichi refused to let that happen.

….

Itachi's travels during his time with the Akatsuki had taken him far and wide across the Shinobi World. He'd seen many strange, exotic, and foreboding lands, and while he knew he'd hardly seen anything close to all of what the world had to offer he liked to think of himself as at least relatively seasoned when it came to experiencing new places. In an afterlife as vast as the Soul Society, such assumptions had already taken a hit thanks to the expedition to the Andunayan barrow over a year ago, but the basic premise had still remained.

At least, it had until he'd entered the Shadow Pass.

He'd been to more than a few dark and gloomy environments, but those had been of a natural darkness; caves, valleys shrouded in mist, deep forests in a moonless night, and more besides. The darkness of the Shadow Pass was most certainly not natural; he didn't need Shisui's analysis from the night before to know that much. The corrupt spirit energy that his old friend had seen in the clouds above with his Sharingan seemed to permeate the very air in the pass itself.

This level of environmental corruption is incredible, he thought as he looked around, I'd assumed up until now that spirit energy was like chakra in that it was a force necessary for life, or rather 'afterlife' in the case of the Soul Society. I've seen battlefields in the Shinobi World devastated by attacks with high levels of charka behind them, but nature has always found a way to recover in time. This spirit energy, though… this is different. It's so twisted that it's poisoned nature itself within the Shadow Past.

He turned to Visaelya, who was walking to the left of him. "Have you ever heard of spirit energy doing anything like what we're seeing here?"

Visaelya shuddered as she looked around. "Only in ancient legends. I always thought stories with that kind of evil were just metaphors for what humanity can do to the land that gives us life if we do not properly care for it. Now, though… well, the energy that's tainted this land is far more than metaphorical, that's for sure."

Itachi's brow furrowed in thought. "Spirit energy can be used for good or evil, but even when focused towards ill ends the nature of the energy itself doesn't change. When a criminal uses spirit energy it operates just as spirit energy from the person fighting against that criminal would. The energy itself is not inherently good or evil; it may reflect the emotions of the wielder, but the fundamental energy itself remains… well, itself. That's what our teachers at the Academy told us, anyway."

Visaelya nodded. "That they did, but it would seem they were mistaken. The power that permeates this pass… there's genuine malice coursing through it. I can feel it."

"As can I," Itachi replied.

Visaelya shook her head, clearly disturbed by the implications. "I don't understand… how could spirit energy exist that's so hateful and malevolent it can actually corrupt part of the Soul Society? What sort of force can create this and have it taint the world in such a manner?"

"I don't know," Itachi admitted, "The Captain seems to believe that it's not the doing of Hollows, though, and I'm inclined to agree with her."

Visaelya concurred. "So am I. I know that our experience with Hollows is limited, but you and I have seen enough to at least have a baseline understanding of their power. They're ravenous and destructive beasts, and I'm sure that the more evolved ones have powerful emotions beyond simply the desire to feed, but are those emotions capable of fueling the power needed to cause something like this? Perhaps I'm the wrong person to draw any meaningful conclusions here, but somehow I doubt that this was a Hollow's work."

"Whatever our beliefs here may be, they're meaningless without evidence to support them," Itachi pointed out, "When we get to Menar Issilaya, we may find the clues needed to being piecing this puzzle together. We shouldn't make any hasty assumptions."

Visaelya sighed. "I know. Still… this is bothering me way more than a simple Hollow hunt ever would."

Itachi could not argue with her there.

….

Looking across the river, Yoruichi could not help but feel a sense of regret when she saw what awaited her division on the other side. All those beautiful paintings of Menar Issilaya at the height of its glory and prestige that she used to gaze at as a young girl flashed through her mind. How would the artists who had created such lovely works feel if they could see what the once proud and sublime Citadel of Moonlight had become over the millennia?

The sorrow of long-gone artists is the least of your concerns right now, she thought grimly, Menar Issilaya is now before you, and you must make your next move.

A long stone bridge connected the remnants of this part of the Great East Road with the old city on the southern bank of the river. Wide and strong, it had withstood the ravages of time and millennia of neglect remarkably well; it was completely intact, more than capable of supporting Squad Two's contingent operating in the Shadow Pass. Tales of the old city had mentioned how the bridge would be lined with stalls brimming with exotic goods while trade caravans flowed in and out of the city itself. At night, the bridge would commonly play host to scenes of celebration and revelry as travelers and residents alike basked in the splendor of Menar Issilaya under brilliant moonlight. Those festive nights were long gone, and all that lined the bridge now were rows of statues in various states of decay and ruin. Meant to commemorate great lords and defenders of the city, they were now all defaced and marred, as if mirroring the corruption that lay ahead.

The first part of Menar Issilaya, the Lower City, spread out just past the end of the bridge. Primarily the area where the city's lower classes would've dwelt, it remained impressive in its own right even after whatever calamity had brought the Citadel of Moonlight to ruin. A thick stone wall was the first line of defense, still standing proud despite the highly visible cracks and fractures that were scattered about its face. The main gate itself had been destroyed long ago, but the archway remained and appeared to be reasonably intact. Great watchtowers had once stood at intervals along the wall, and some were still visible, but they were all in various stages of disrepair. Even while standing on the opposite end of the bridge, Yoruichi could discern their damaged roofs, gloomy windows with missing chunks of stonework around their edges, and in one particular case the eastern half of a tower had completely collapsed in on itself.

It's definitely seen better days, she mused, but it's not unsalvageable. On the off chance that we're actually able to locate and cleanse the source of the corruption plaguing the city and the Shadow Pass, I can definitely see this place getting patched up and becoming serviceable again. Of course, the Central Forty-Six would have to allocate considerable resources to make that happen, and given their loathing of the old kingdom it'd be an uphill fight to get them to invest in reconstruction.

To the east, the city suddenly rose sharply in elevation, with a much higher wall and larger watchtowers demarcating a clear divide. This was where the Middle City began. From what Yoruichi had read, this part of Menar Issilaya had been populated by merchants, magistrates and bureaucrats; those who saw to the mundane administrative affairs and business required to keep the city running. Even from across the river, distinct governmental structures such as courthouses were clearly visible, although they'd definitely seen better days. The outline of a large open-air amphitheater was visible in the background, a venue that had once proudly hosted events ranging from philosophical debates to splendid theatrical performances. While not visible from here, some of the paintings Yoruichi had seen depicting the interior of the city had shown a few small parks that she believed were located in the Middle City, along with at least one grand fountain. Like the Lower City, the Middle City had definitely suffered from both the ravages of time and whatever force had depopulated Menar Issilaya in the first place, but there was more than enough infrastructure to serve as a viable foundation should reconstruction prove feasible.

As impressive as the Lower and Middle City were even in a state of ruin, though, they were all eclipsed by the true jewel of Menar Issilaya. Wrapping back around and rising again quite sharply, sitting on a high cliff overlooking the southern bank of the river was the Upper City. Yoruichi's current position was a poor vantage point for viewing the interior of the Upper City, but its most prominent feature was impossible to miss. Rising up like a marble spear threatening to pierce the dark clouds above was the Moon Tower.

Built in a three-tier layout, the Moon Tower had been a marvel of the old kingdom. Constructed with nine sides, the first tier that formed the foundation was naturally the widest, dominating the lower fifth of the structure. The second tier, which was ringed with nine small and slender spires, ascended up yet another fifth or so and offered further stability to the citadel. The remaining three-fifths thrust upward sharply, with the tower gradually growing thinner the higher it rose. This trend reversed itself as one neared the top, with a bulbous lookout room dominating the apex of the building. Even as it was denied any real light to reflect by the ominous clouds itself, it remained an imposing and wonderous sight.

Yet Yoruichi could find no wonder as she looked upon the most distinguishing feature of what had once been a thriving city. Instead her sense of foreboding only increased, for unlike the rest of Menar Issilaya the Moon Tower appeared to be completely intact. There wasn't so much as a single scar on her surface, in sharp contrast to the cracked and decayed state of the walls and watchtowers of the Lower and Middle City. For the rest of the city to have fallen to ruin while the Moon Tower remained pristine was more than just unusual; it was completely unnatural.

Nothing about this valley is natural anymore, she reminded herself, but still… out of everything we've seen so far in the Shadow Pass, that tower's unnerving me more than anything else. I've got a very bad feeling about this.

The Moon Tower bothered her on more than just a visual front; Yoruichi could sense that same undercurrent of energy that was coursing through the clouds above flowing just beneath the walls of the tower too. In fact, that energy seemed to be emanating from the tower, supporting her suspicions that whatever fell power held sway over Menar Issilaya was the source of the corruption in the Shadow Pass as a whole.

"Spooky," said Kisuke, standing to her right with his arms folded as he looked out across the river, "Although I can't help but notice that the Moon Tower isn't 'radiating a fell light' like the tales said. That's kind of a letdown."

"That could always change," Yoruichi replied, "We can't take anything for granted out here."

To her left, Soi-Fon nodded. "Agreed. How do you want to proceed, Lady Yoruichi?"

Ain't that the million-Kan question, she mused, I've never had a scouting mission quite like this before.

She did have an idea, but it required a bit of delicate handling, especially since it involved a closely guarded secret regarding her Sixteenth and Tenth Seats. In order to put it into action, she first had to make sure her two closest subordinates were occupied with something else.

"Kisuke, Soi-Fon," she said, "I want you two to go below the bridge and make sure there's nothing nasty lurking underneath. If you find anything hostile, don't engage; withdraw and report back to me immediately. Understood?"

The two of them were a bit taken aback by her instructions, and she couldn't blame them. After all, the bridge wasn't really necessary in order for them to cross the river; any veteran Soul Reaper could manipulate particles of spirit energy in order to simply walk across water and even on thin air itself with enough training. Even Itachi and Visaelya, still not even a year out of the Academy, were more than capable of this given the scope of their abilities. Still, the bridge was a potential hiding spot for enemies, so Yoruichi's order was reasonable enough that Kisuke and Soi-Fon didn't protest beyond giving her a brief skeptical look.

"Very well, Lady Yoruichi," said her bodyguard.

"We'll be back soon," Kisuke added.

As the two of them took off, Yoruichi turned and saw Itachi and Shisui standing not too far behind her, their eyes on the city ahead. She gestured for the two of them to join her, and she led them a little way forward so that they'd be out of earshot of the other officers.

"Listen carefully, you two," she said, "Shisui, you're on point for recon here. I want you to go to the entrance of the city and then get up on the wall. Use that as your perimeter and stay on top of it; it should run around most of the city, so follow it and use your Sharingan to get a good first look at what we're dealing with. Itachi, you're going to watch his back. The two of you are not to descend to ground level, you got that? This is just a quick sweep around the city, and I want you two to be able to pull out if something nasty raises its head over there."

The two of them nodded, understanding both the mission and why she had specifically chosen the two of them for it. They betrayed no outward signs of apprehension or fear; they were ready to go.

"Anything in particular you want us to be on the lookout for?" asked Shisui.

Yoruichi sighed. "I can't say for certain. There's any number of potential threats that could be hiding in those ruins. That's why I don't want the two of you entering the city itself just yet. Make one lap around from the top of the wall and then get back here as fast as you can. When we enter the city, we'll do it in force."

"Understood," said Shisui before turning to Itachi. "You ready?"

Itachi nodded. "I'll follow your lead."

Yoruichi smiled. "Be careful, both of you. I want there to be two Uchiha in the welcoming party when the third graduates from the Academy and joins Squad Two, you got that?"

"Of course," Itachi replied, firm resolve in his gaze.

Shisui gave a confident grin, the Sharingan blazing to life in his eyes. "You got it, Captain. Let's move, Itachi!"

With that, the Sixteenth and Tenth Seat took off down the bridge, no more than shadowy blurs. As much as she would've loved to join them, Yoruichi had to hold herself back for the time being. The rest of her contingent still needed orders, and she would have to oversee them until Itachi and Shisui delivered the information that needed for Squad Two to make a proper advance into the city.

How we make our next move depends entirely on you two now, she thought as she looked out over the bridge, Itachi, Shisui… good luck.

….

It took them mere moments to cross the bridge, and before they knew it the two Uchiha were at the entrance to the Lower City. Taking it all in with his Sharingan, Shisui leapt to the top of archway overlooking the gaping hole where the main gate of Menar Issilaya had once stood. Itachi was right behind him, and when Shisui paused to examine this portion of the Lower City before proceeding with their sweep in earnest Itachi immediately positioned himself to cover the Tenth Seat's blind spots.

We don't even need to communicate verbally to understand each other's moves and intentions, thought Shisui, resisting the urge to smile, Itachi… it's good to be out in the field with you again.

Confident that his back was secure, Shisui took his time to carefully look over what he could see of the Lower City. Behind the cracked and marred walls of Menar Issilaya, the buildings that made up the residences and markets of the commoners were similarly in very rough shape. Some of it was probably due to the simple ravages of time, but Shisui did not fail to notice that a good portion of it appeared to be much more sudden in nature. Great gouges defaced the walls of homes, and while it would be easy to chalk this up to the work of Hollows at first glance Shisui did not believe that was the case here. Granted, the damage was very old, but based on the angles of the gashes and the fact that they appeared to be a bunch of single gouges rather than sets of them like one might expect from claws, Shisui suspected that this damage was actually the work of bladed weapons rather than more feral means.

There were other signs of damage that was much more violent in nature than the slow ravages of time. Some homes had entire sides carved clean off them. Other structures and even parts of the road below were cratered, and faint signs of scorching around the points of impacted suggested a powerful attack was behind this.

Incendiary projectiles, perhaps, he thought, although they'd have to be pretty large and have a lot of force behind them to cause damage to the roads like that. Then again, it could've been blasts of spirit energy… high level Kidō spells, maybe?

It was difficult to say for sure, even with the Sharingan aiding his investigation. The damage was just too old. Shisui was picking up lingering traces of spirit energy, but it was hard to tell if that residue from the attacks themselves or just part of the general ominous energy that pervaded the Shadow Pass. If he had to place a bet, it would be on the latter. That energy in the air had grown even thicker the closer they'd gotten to Menar Issilaya, and now that they were at the gate of the city itself it was almost oppressive in its weight.

His gaze went towards the Moon Tower. Without a doubt, it was the heart of this corruption. The Sharingan was not the Byakugan; it could not pierce the marble walls and see into the core of the citadel. However, it could still pick up the energy emanating from the tower like a sinister mist.

What would Squad Two find when they went inside?

Shisui couldn't even begin to guess at that.

….

If Itachi had been on edge before when Squad Two had been traveling through the Shadow Pass, then his guard was redoubled now that he and Shisui were actually at Menar Issilaya, even if it was just the outer perimeter. He once again cursed the fact that he had not yet awakened his Sharingan; if what Shisui had told him so far about what he was seeing served as an indicator, then whatever dark power had infested this city since its fall was an insidious one indeed. He was thankful for the brisk pace Shisui had set and was quite eager to complete their sweep of the city's perimeter, although he was keenly aware of the fact that as soon as they reported back to Yoruichi they'd then be entering the city and walking the very streets he saw below from his perch atop the surrounding wall.

His mind was racing as he tried to figure out just what they might be dealing with here. The conversation he'd had with Yoruichi the night that the first day of their journey had ended replayed in his head as he sought out any sort of clue to help piece this puzzle together, but he was having little luck. What he'd seen of Menar Issilaya so far certainly pointed towards its fall being of a violent nature, but all the evidence was fragmentary and degraded by neglect and the ravages of time.

Were circumstances different, he might've actually enjoyed a mission like this. He'd seen his share of ruins in the Shinobi World during his travels as a member of the Akatsuki, and Itachi had been intrigued by them. The history of the Shinobi World ran deep, yet it seemed few among the nations, great or otherwise, had done much to study it in-depth. There was so much out there to explore and learn from, and more than once Itachi had found himself wondering what might've been had his life turned out differently. Perhaps he would've had a chance to survey some of those ruins as a Shinobi of the Hidden Leaf Village had the Uchiha Clan and village leadership been on friendlier terms rather than at each other's throats. He could've been a far-ranging scout rather than a double agent, exploring ruins and searching for clues that they might've held regarding Shinobi of ages past rather than spying on his own clan.

It might be fun to consider the paths not taken, but it does no good here.

Indeed, the spirit of his Zanpakutō chimed in, I for one would rather you don't stumble into an ambush because your mind was on exploration rather than conducting a proper scouting mission.

Agreed.

They'd already taken in most of the Lower City, with the rest to be taken in on the final leg of their circuit once they began working their way back towards the gate. Right now, Shisui and Itachi were wrapping up their scouting of the Middle City, with the Upper City looming ahead of them. Overshadowing all was the Moon Tower, with the Sixteenth Seat experiencing both awe and unease as he looked upon it. Shisui had told him earlier what he could perceive when he looked upon it with the Sharingan, and Itachi's mind flashed back to their conversation from the night before. His friend was right; having a Hyūga along with them on this mission would've been very useful right about now.

The two of them came to a stop atop the domed roof of a watchtower, with Shisui pointing at the entrance of the Upper City. "Check out the gate. Look closely at the sides and the top."

Curious as to what his friend wanted him to see, Itachi's eyes narrowed as he focused on the archway. Most of the gate itself was long gone, but a few twisted metal bars were hanging from the entrance; all that remained of the outermost part of what had likely been a multilayered door.

It took a moment for Itachi to realize what Shisui wanted him to see. "Those bars… some of them look like they're bent outwards."

Shisui nodded. "Yeah. Granted, there's only a few of them, and most of the others are so mangled that you can't really glean much from this distance. Still… I don't like it."

"Neither do I," said Itachi as he considered the implications, "Perhaps this city's fall was from internal strife rather than an external threat."

Shisui shook his head. "Maybe, but if it was internal… could the Andunayans themselves really have caused this level of corruption? They had more than their share of powerful spellcasters, but to taint not just the city but the entire pass? I'm having a hard time buying it."

"We might be underestimating them," Itachi countered, "Thanks to the Central Forty-Six, so much knowledge of the old kingdom has been suppressed outside of the Squad Twelve archives and those of the Great Noble Houses that you and I still lack anything close to a comprehensive understanding. For all we know, they could've had spells that were more than capable of causing this kind of long-lasting damage."

"Not exactly a comforting thought," Shisui quipped.

Itachi concurred. "No, it's not. We'd be fools to discount it simply because it makes us uneasy, though."

Shisui gave a weary sigh. "Yeah, I know. Come on, let's keep moving. We've got a Captain waiting for us."

Itachi nodded. "Right."

Descending from their perch atop the tower, the two former Shinobi quickly made their way across what remained of the Middle City's wall. There was a sharp rise as the wall of the Middle City met that of the Upper City, but Itachi and Shisui were able to scale it with ease. The two of them surveyed the Upper City from their new vantage point, and Itachi's apprehension only grew as he analyzed what lay below.

The Moon Tower might've dominated the Upper City, but it wasn't the sole feature. Armories were built into the wall at key points, allowing the defenders easy access to fresh weapons. There were a few homes that would've been lavish elsewhere but appeared downright modest when compared to the citadel that stood not too far from him. A long and broad stone pathway went straight up to the entrance of the Moon Tower, while the rest of the space between the Upper City's defining structure and the surrounding wall was made up of an elaborate courtyard and garden. Compared to the Lower and Middle City, the Upper City was in much better shape. In fact, apart from the remnants of the gate, it looked almost pristine.

Scanning his surroundings, Itachi's eyes lingered on the gardens. In a long-abandoned city like this they should've been overgrown and wild, but in fact they were still organized and well-trimmed. Trees lined the walkways in neat rows, hedges and bushes formed small barriers of greenery, and there were even flowers growing in perfectly placed clusters. Itachi hadn't seen the paintings that Yoruichi had told him about, but he would've been tempted to call this a perfect preservation of what the Upper City had probably once looked like millennia ago.

That temptation was dampened by a few key factors, though. The first was the flowers themselves; they were the same pale and sickly kind as those they'd seen along the road as they'd journeyed through the Shadow Pass to Menar Issilaya. Next was the energy in the air, which now felt almost suffocating when compared to what Itachi had sensed mere meters away in the Middle City.

These gardens only give the illusion of preservation. The corrupt energy runs deep here, no doubt infecting the soil itself. How could it not when these gardens are so close to the source?

And we still do not know what that source is, only where it is.

All too true…

It wasn't just the plant life that seemed frozen in time. Various banners hung from poles scattered throughout the courtyard. Some were flags of the old kingdom itself, consisting of a dark blue base with an intricate pattern of a white nine-pointed star woven into the fabric. Others seemed to be a variant of that banner meant specifically for Menar Issilaya, with a crescent moon appearing above the star and a tower below it. Exposure to the elements combined with the ravages of time should've reduced these banners to mere shreds of fabric, if even that, but these were all perfectly intact. It was just one more sign that something was very off with this city.

A pulse of energy stopped the two of them dead in their tracks. Itachi and Shisui turned towards the Moon Tower, and one didn't need the Byakugan or Sharingan to see what was happening. The citadel had started glowing, giving off a pale blue light. Whatever dark power possessed the Moon Tower had apparently decided to put on a show, although whether it was meant to inspire awe or fear was up for debate. Itachi's money was on the latter.

With this new manifestation of power came another feeling, one that Itachi instantly recognized. All he had to do was glance at Shisui to know that his friend had realized the exact same thing.

They were being watched.

And the watcher was in the Moon Tower.

….

Visaelya paced back and forth, her gaze locked on the old city across the river. She'd been like this since Shisui and Itachi had left, and her apprehension had only intensified when she'd seen the Moon Tower begin to glow.

Damn it, she thought, I should be over there with them…

It was an immature and rash idea, one that the rational part of her mind knew was foolish. A scouting mission like this was one that Shisui and Itachi were perfectly suited for thanks to their experience as former Shinobi. In the time since their encounter with Jiraiya at the teahouse, the Sixteenth and Tenth Seats of Squad Two had been true to their word, beginning their education of Visaelya on Shinobi culture and tactics. She'd found the lessons thus far to be quite fascinating, and they'd given her a greater appreciation for her comrades' abilities and how their background made Squad Two the ideal division for them.

She knew that they could take care of themselves, but that didn't stop her from worrying, especially when it came to Shisui. His greater experience notwithstanding, he struck Visaelya as a bit reckless. He was bold and courageous, qualities that she certainly admired in him, but she feared that they might also drive him to take risks that went beyond the bounds of the mission.

Trying to be professional and rational with your concern is cute and all, the spirit of her Zanpakutō chimed in, but why don't you start being honest with yourself? We both know the real reason why you're worried.

Visaelya blushed. Sometimes she really didn't like the mental link shared between Soul Reaper and Zanpakutō.

"Not easy being the one left behind, is it?" asked a familiar female voice from behind her.

Visaelya's eyes widened as she turned around and saw her Captain standing there. "Lady Yoruichi! How long have you been there?"

Yoruichi smiled as she stepped forward. "Don't worry, I just got here. Still, you really should've sensed me coming. Looks like you're a bit distracted."

Visaelya shook her head, although the hastiness of the gesture likely didn't convince her Captain. "No, I've just been trying to focus on my task! You did order me to watch the bridge and the city from here while you organized the rest of our detachment, after all."

Yoruichi smirked. "I know the task I gave you… just as I know that you'd much rather be out there with the boys than stuck back here."

Visaelya sighed; there was really no point in hiding it. "Is it really that obvious?"

Yoruichi gave her a friendly pat on the shoulder. "Only because you and I are more alike than you might realize."

Visaelya raised an eyebrow. "Really?"

Yoruichi nodded as she looked out across the river. "Oh, yes. Where do you think I would rather be right now?"

Visaelya followed Yoruichi's gaze towards the Moon Tower and its pale light, a hint of trepidation creeping into her voice. "Lady Yoruichi… what do you think is happening over there? Shisui… Itachi… are they all right?"

"Close your eyes and focus on the two of them," Yoruichi instructed, "I'll keep watch while you do so. Tell me what you find."

Visaelya did as instructed, reaching out with her spirit energy alone. It took a few seconds, but she was soon able to pick up on two familiar presences across the river. Thanks to the sinister energy radiating from the Moon Tower it was difficult to get a solid lock on their exact location, but she could still sense what she was looking for, and that would be enough for now.

"I can feel them," she said as she opened her eyes, "They're okay… for the moment."

Yoruichi nodded. "Very good. Your detection skills have grown quite well in the short time since your graduation. To pick those two up even through the energy that permeates the Shadow Pass at this distance… you really are a natural for Squad Two."

Visaelya smiled. "Thank you, Lady Yoruichi."

"Anytime," the Captain replied.

The two of them stood there for a few minutes before Visaelya saw Yoruichi's eyes narrow. "They're coming back now."

Visaelya's heart was filled with relief. "Finally…"

A few moments later, she was able to discern the two of them Flash Stepping across the bridge. They reached Visaelya and Yoruichi a few seconds later, both looking grim but otherwise no worse for the wear.

At least they're unharmed, she thought, although they don't appear to be in a very good mood.

Yoruichi gave the two of them a nod. "Glad you two made it back one piece. What did you find?"

Shisui jerked his thumb over his shoulder at the Moon Tower. "You mean aside from the obvious?"

"That'd be a good place to start, yes," Yoruichi quipped.

"The Lower and Middle City are damaged, but salvageable," said Itachi, "The foundations remain strong; plenty of good infrastructure there. No signs of recent habitation in those parts, but since we were only looking from the walls and watchtowers rather than down on the streets themselves, we can't know for sure."

"Some of the damage appears battle-related," Shisui added, "and not from clashes with Hollows, either. The defenders fought something else here, and I think it actually used blades instead of claws and fangs. We also saw what looked like blast marks and craters, either from projectiles or spirit energy attacks."

Yoruichi nodded. "I see. Might as well get to the elephant in the room, then. What the hell's going on with the Upper City?"

"Hard to say for sure," Itachi replied, "The remnants of the old gate showed signs of being forced open from the inside, which doesn't exactly bode well. As for the Moon Tower, it didn't begin to glow until we were already atop the walls of the Upper City. That glow corresponded with a noticeable rise in energy output. It's the same power that's corrupted the entire pass, I have no doubt of that."

"Something is in there," said Shisui, "It had its eyes on us the moment we began scouting the Upper City, perhaps even earlier.

Yoruichi's brow furrowed. "Any clues as to what that something might be?"

Shisui shook his head. "Sorry. My eyes are good, but they can't see through the tower walls."

Yoruichi scratched her chin in thought. "Of course. You two did well to see so much and report back her so quickly. You'll get a bit of a breather, but not as much as you deserve."

"So, we're entering in force soon, then," said Itachi, a look of firm determination in his eyes, "We'll be ready."

Shisui sighed. "With all due respect, Captain, should we really be doing this? What Itachi and I sensed over there… whatever it is, it's powerful. I know the Central Forty-Six is looking for an excuse to raze this place to the ground, and normally I'm not for playing along with the old geezers any more than you are, but we might want to consider making an exception here."

Visaelya was a bit taken aback. The senior Uchiha almost seemed afraid of going back into Menar Issilaya. Just what kind of power had he felt lurking within the Moon Tower?

Yoruichi nodded. "Believe me, I want nothing more than to pack it in and get the hell out of here. Unfortunately, it won't be enough for us to head back and ask the Head Captain to come out and torch this place just because we've got a bad feeling about whatever's lurking inside the Moon Tower. We need to find out exactly what we're dealing with here. That's our mission, and it's also our responsibility to make sure that we gather enough information so that we're able to properly prepare the Head Captain for what he'll be up against if he has to journey here to demolish Menar Issilaya. That means we're going in whether we like it or not."

"Understood, Captain," Shisui replied with grim resolve.

"When do we make our move?" asked Itachi.

"Twenty minutes," said Yoruichi, practically glaring across the river at the glowing citadel, "You two use every one of those minutes to rest up, because I want you both with us when we enter the city. You'll be our guides, and I want you to make sure we take the quickest route possible to the Upper City. I'll make sure the others are ready, especially Kisuke and Soi-Fon. Whatever's hiding in the Moon Tower isn't going to get any of you guys without one hell of a fight if I have anything to say about it."

….

It had been eerie enough looking at Menar Issilaya from across the bridge, but walking its streets was a whole new level of creepy. As Squad Two's elite made their way through the city, Yoruichi could not help but compare the darkened ruins to the luminous paintings that she had once marveled at long ago.

From a thriving center of culture and trade to the black heart of the Shadow Pass, she thought ruefully, Menar Issilaya… how you have fallen.

She was determined to ensure that her division did not share the city's fate. They weren't bothering with a thorough sweep of Menar Issilaya; the primary threat was in the Moon Tower, so they were heading there with haste. Yoruichi did pause a few times to send small groups of Soul Reapers to man some of the more intact watchtowers so they could keep lookout and quickly send word if a threat emerged from the Lower or Middle City, but her top priority was getting to the Upper City and identifying the source of the dark power that was emanating from the Moon Tower.

"This place has definitely seen better days," Kisuke dryly observed.

"That's one way to put it," Soi-Fon quipped as her eyes constantly darted about searching for threats, "It's long past its prime. The Central Forty-Six should've just requested the Head Captain come out right from the start and raze it."

"The Head Captain doesn't take to the field unless it's damn important," Yoruichi reminded her bodyguard, "We still have to get the intel required to prove that it's worth his time. We haven't done that yet. Stay on your toes."

Soi-Fon nodded. "Of course, Lady Yoruichi."

If Yoruichi had thought the old city appeared foreboding from the outside, then that was easily eclipsed by what she felt now that she was within its walls. They passed the remnants of markets that had once thrived with customers but were now silent save for an ill wind. Fountains that had once brimmed with crystal-clear water were now still and murky, with the same foul odor emanating from their waters as that which belonged to the river outside. Abandoned carts were strewn about, the beasts of burden that had once hauled them long gone.

And then there were the weapons. It almost felt like Yoruichi's contingent couldn't go more than a meter or two without practically tripping over some notched and rusted sword or a broken spear-point. Axe-heads bereft of their handles were scattered about, along with chipped arrows and cracked maces. There were no signs of their former wielders save for bits and pieces of armor plating scattered about.

Whatever end Menar Issilaya had met, it clearly had not been a gentle one.

Itachi reported signs that the gate of the Upper City might've been forced open from within, she recalled, I really don't like what that might imply…

As much as she tried to balance her attention and make sure she was keeping an eye out for potential hostiles from any angle, her gaze kept getting drawn towards the Moon Tower. It looked almost like a spire of thawing ice with the pale blue energy radiating from it like an arctic mist. Under other circumstances Yoruichi might've found it to be beautiful, but the dark undercurrent of power flowing from that citadel subverted any pleasure she might take in its appearance.

What in the name of the Soul King could be giving off that kind of power? That was the question now dominating their mission, and Yoruichi was more than apprehensive about finding the answer. She knew her duty, though. The task was before her, and she would see it done.

If there was some consolation in all of this, it was that she had chosen some of her division's best fighters for this mission. It was true that she'd left her Lieutenant behind in the Seireitei, but Yoruichi knew that both Kisuke and Soi-Fon were well beyond Ōmaeda in both skill and strength. At this point she also felt reasonably confident in adding Shisui to that list; now that she was aware of his Sharingan and the fact that he'd been holding himself back all this time in order to keep those special eyes of the Uchiha Clan a secret, Yoruichi was sure that her Tenth Seat's true power was in fact much greater than his current rank suggested.

The same goes for Itachi, she thought, and I'm sure that'll be further emphasized once he unlocks both the Sharingan and his Shikai. As it is, his skills are certainly on par with those of higher-ranking officers; his experience from his old Shinobi life gives him a good boost there. His power just needs to catch up to his level of ability and it'll be a whole new game.

Itachi's skills and continuing growth were very promising, but that didn't blind Yoruichi to the present reality. For all his talent, right now he was only the Sixteenth Seat of Squad Two. His spirit energy would no doubt grow dramatically once his Sharingan and Shikai were unlocked, but for the moment it was at a level that roughly corresponded with his current rank. That meant he was actually one of the weaker Squad Two officers inside Menar Issilaya in terms of pure power, which was a serious problem given just how strong whatever was inside the Moon Tower had to be in order to give off the energy currently emanating from the citadel. Itachi could more than hold his own in a fight, but against a being with this kind of power at its disposal he would be vulnerable.

That was why Yoruichi was determined to keep him by her side from now until the mission was complete. He was right behind her at the moment, silently observing Menar Issilaya from the ground level as the group swiftly advanced towards the Upper City. She was glad to see that Itachi's demeanor remained calm and cool even as they inexorably drew closer to the Moon Tower. Any fear or unease he felt remained kept at bay; his level of self-control in such a scenario was all the more remarkable given what Yoruichi now understood of his past. One would be hard-pressed to guess at the trauma that lurked behind those watchful onyx eyes.

I know you're brave, Itachi, she thought, but you don't get to pull any foolish stunts on my watch out here. Sending you out on that scouting run with Shisui's as bold as I'll be with your life today. You just found your mother a few months ago, and I want to make sure you two get to make up for lost time and then some.

Was it wrong for her to feel so protective towards one particular subordinate? Yes. After all, as the Captain of Squad Two it was her duty to separate her personal feelings from what their mission required.

Did she regret those feelings? Not one bit. While curious to see where they would ultimately lead, for now Yoruichi knew she would have to remain mindful of them and do what she could to balance them with the needs of the mission. She could at least comfort herself with the knowledge that Itachi wouldn't slow her down in a fight. He might not have her level of power, or that of Kisuke and Soi-Fon, but his talent with the blade was highly advanced for someone of his rank. All those sparring matches with the spirit of his Zanpakutō were serving him quite well.

She had a feeling he'd have to put those skills to the test before the day was done. In what felt like no time at all, her contingent had made it to the entrance of the Upper City. Yoruichi's eyes immediately went to the few scraps of metal that remained of the old gate, swiftly spotting what Itachi had mentioned earlier in his report; the damage did look suspiciously like it had been caused by a force coming from within the Upper City rather than one from outside it. Unfortunately, there wasn't enough of the old gate left to have complete certainty on the matter. Still, it was yet another ominous sign for an already deeply unnerving mission.

The group came to a pause just before the archway as Yoruichi dispatched a pair of Soul Reapers to man another watchtower. Now that the contingent was slimmed down it would be easier for the rest of them to operate in a confined space such as the Moon Tower. It helped that most of them were also her division's top fighters, with some more support-oriented officers thrown in for balance. Yoruichi might not have been looking forward to entering the citadel, but she could at least have confidence in the team she had selected for the job.

Even though they'd yet to actually enter the Upper City, Yoruichi could sense that same presence Itachi and Shisui had told her about. It was watching her and her subordinates even now, and while this was its home turf it almost seemed… wary.

Kisuke seemed to sense it too if the smirk on his face was any indication. "Looks like we've got their attention… and they're not sure if they can take us."

"Don't let your guard down," said Yoruichi, "Whatever's in there might just be waiting for us to make the first move."

"Do we oblige?" asked Soi-Fon, "I hate to think that we might be playing into this thing's hands."

"Perhaps we could draw it out here?" suggested Shisui.

Itachi shook his head. "If it was inclined towards proactive defense it would've made a move against the two of us when we began scouting the Upper City. I don't think it'll engage us until we're inside."

"This reeks of a trap," said Fifteenth Seat Rija.

Yoruichi nodded grimly. "It certainly does."

She closed her eyes, focusing solely on sensing the spirit energy coming from the Moon Tower and tracing it to its exact source. It wasn't easy; the dark power permeated the entire citadel, having had millennia to seep into ever brick and stone that made up the structure. However, after a minute or so she was finally able to track down the highest concentration, and its location took her a bit off guard.

"Below the tower," she said softly, almost talking to herself more than her subordinates, "It's there."

Soi-Fon raised an eyebrow. "Underneath it? Why not at the top where it'd have a commanding view over the city and the Shadow Pass?"

Yoruichi shook her head. "I don't know. All I know is that it's there."

Kisuke nodded. "Good enough for me. How do you want to play this?"

"First thing's first," said Yoruichi, "Let's see if we can get through the front door."

"Are you sure about this, Lady Yoruichi?" asked Soi-Fon, "If it's a trap, we shouldn't be in a hurry to spring it. Perhaps we could approach from another direction?"

"There's not a whole lot of room for subtlety here, Soi-Fon," Yoruichi replied firmly, "There's only one way in or out of the Moon Tower. Look at that courtyard. The vegetation's not thick enough to offer much in the way of real cover, and the path to the front door is completely exposed. Besides, whatever's in there already knows we're here. The tower's got windows that I'm sure we could slip through, but we wouldn't have the element of surprise. It's better that we go in together as a group; we'll have strength in numbers, and we can secure the front door to keep our line of retreat clear."

Soi-Fon nodded. "Very well, Lady Yoruichi."

Yoruichi led her contingent into the Upper City itself. The instant they passed beneath the archway she felt the corrupting energy intensify, and now the sense of hostility and malice running through it was almost screaming at her. Whatever was at the heart of it all really didn't like her, to put it mildly.

Tough shit, she thought, I don't care if it thinks I'm the devil incarnate.

They were at the two front doors in moments. They were a massive and imposing sight, with an intricate image of the Moon Tower and a crescent moon engraved upon them. She could sense the weight of the damn thins just by looking at them, but it wasn't the physical doors she was really focusing on; it was the energy that permeated them. After a few seconds of study, though, she determined that it wouldn't be an obstacle.

"So, do we pick the lock?" asked Kisuke.

Yoruichi shook her head. "No. Our presence is already known, so we might as well let whatever's here know that we mean business. Give me some room."

Her subordinates backed up a bit, more than a few of them giving her wary looks. She couldn't blame them; she was about to throw subtlety right out the window.

I know that look, said the spirit of her Zanpakutō, I take it this is where the fun begins?

Damn right.

Well, then; let's do this.

Yoruichi took a moment to prepare herself before lashing out with a devastating kick. Reinforcing the physical attack with concentrated spirit energy, she succeeded in not only forcing the two doors open but knocking them completely off their hinges and sending them crashing to the ground with a thunderous clamor. Not only did they now have access, but whatever enemy lay in wait no longer had the option of locking them inside the Moon Tower.

"So much for stealth," Kisuke wryly commented.

Soi-Fon's eyes had widened at what she'd just seen. "Lady Yoruichi…"

"Shame to break 'em down like that," Yoruichi quipped, "but we can't have 'em in our way. All right, now. On me, and stay sharp."