Disclaimer: I do not own Bleach. That honor belongs to Tite Kubo.

Warnings: Spoilers for Soul Society Arc, Slight Language

AN: I suppose this can be considered a companion piece to my other one-shot, Mastermind. It is a nice contrast, at least in my opinion.

In all the years he had lived, not once had Urahara Kisuke ever found someone as intelligent as himself. Mayuri might try, but he was just a pale refection of the master, a poor substitute.

Kisuke had always been the best, the brightest, the one everyone went to when they needed a problem solved. Even Yamamoto-soutaichou had deferred to him, had admitted that his former student was the smarter man.

And Kisuke had luxuriated in that feeling. He had been safe in the knowledge that no matter how powerful his fellow captains were, he was still better than them, at least in this.

He had attempted not to be superior about it, tried not to rub it in their faces, but inevitably, he had. And they had never seemed to mind too terribly much, acknowledging that all his boasts and claims were nothing but the truth.

It was just the way things were.

Sousuke was reliable. Jyuushiro was kind. Shunsui was romantic. Isshin was insane. Yoruichi was mischievous. And Kisuke was smart, the smartest.

That was the order of the universe. That was the way it was supposed to be.

He never had an intellectual equal before, not until now.

And that scared him more than he would ever admit; it frightened him more than he had ever imagined.

And it had to be little Sousuke. Meek and mild Sousuke-kun, who was so humble that they had to all but force him to take the rank of captain.

The student who had been embarrassed to graduate at the top of his class from the academy, blushing as he joined the Gotei 13 as a ninth seat. The boy who used to do Jyuushiro's paperwork for him whenever he was ill and half the time when he wasn't. The captain who visited orphanages and saved stray animals and did all sorts of other noble deeds. The man who had always been willing to lend a helping hand, never taking any of the credit for himself. The one who had always bailed them out of jail or whatever mess they were in, who would placate Yamamoto-soutaichou for them.

The very same person they had taken advantage of for ages.

Calm, dependable Sousuke.

Cunning, clever, deceptive, shrewd, crafty, smart Aizen.

Not only was he a masterful manipulator, a puppeteer of the greatest skill, he had branched out into actual experimentation. Kisuke had heard of his efforts to mix Shinigami with hollows, actually seen the results, though he hadn't realized it at the time.

And Sousuke's forays into invention were a clear showing of his genius. Kisuke still hadn't quite figured out the method of travel Aizen had created to bring he and Gin to the Soukyoku hill.

Sure, Aizen wasn't quite on his level, but the man was close enough to leave Kisuke nervous and shaking in a way he hadn't before. Mayuri wasn't this much of a threat, too socially retarded and stuck in his lab to be a real rival.

Of course, there were also Sousuke's obvious talents for deceit and the fact that the man could mislead everyone so utterly. The fact that Aizen could fool even him.

And he had been taken in completely. He had believed the fantasy, just like everyone else. Not even the great Urahara Kisuke, master of mind games, intellectual extraordinaire, supreme genius… not even he had been able to see beyond the illusion.

Aizen Sousuke might just be smarter than him.

And for once in his long life, Kisuke had no idea what to do. This wasn't a problem that he could simply correct, an equation he could solve. And it certainly wouldn't fix itself.

Kisuke had never been more terrified in his life.

Not even the prospect of execution or running away into exile had scared him this much. Even then, he had been able to rely on his own cleverness, outwitting his would-be captors and fleeing to safety. Hell, he had eluded Soul Society for a century, only allowing them to finally see him when he willed it.

And he had to wonder if Aizen had known where he was all along. If, when he and Yoruichi had chortled over how enraged Yamamoto had to be that he had escaped, Aizen had even then been watching them.

Kisuke shivered to think that the man really had known, that he had been toyed with the entire time.

Maybe it wasn't that Aizen Sousuke might be smarter than him. No, as he really thought about it, Aizen was smarter than him. Aizen was better than him.

Little Sousuke-kun had beaten him at his own game. Had tricked the master. Manipulated the manipulator.

He had reduced Kisuke to nothing. Had taken away the thing he prized the most, had shown that he wasn't nearly as smart as he had always thought. That he wasn't as intelligent as he needed to be, not where it really counted, not when it actually mattered.

And without his intelligence, without being the smartest, Kisuke had nothing left.

And perhaps that was what he truly feared the most.

Ever Hopeful,