Title: Turnabout
Author: darkling59
Fandom: Bleach
Date: 3/30/2014
Rating: T
Disclaimer: Bleach and all associated characters, settings, concepts, etc. within this story do not belong to me.
Warnings: Say hello to the plot, everyone! Well, once you're done. There's a quite a bit of exposition in there before it gets started…

Please read and review!

Rebellion- Night 1

Starrk and Lilynette remained like that for a while, caught in their own little world and ignorant of the bloody, terrifying events happening just outside the door of her dorm room. Starrk's mind was far in the past, dwelling on what he wished he'd been able to change. Lilynette, however, had no such deeper thoughts and as her fear and panic faded, confusion and anger emerged to take their place. For a bare second, she felt the overwhelming urge to kick him or pull his hair, to take out her emotional turmoil on him physically. It was a strangely familiar sensation, as if she had done it in the past even though she knew she hadn't. Instead of giving in to the urge, she pulled back and stared at him, reluctant to let go but wanting to get a good look at the situation (and him). As soon as she moved, his eyes opened and his arms loosened.

He looked different, to say the least. And that was the understatement of the century; he was an entirely different species. Instead of a giant brown and grey wolf, he was a man with long, scruffy brown hair and a faded goatee wearing a western outfit composed of a dark brown double-breasted vest, black pants, and a black jacket lined with grey fur with two bandoliers on the back. He had a plain grey sash around his waist, obviously in place to hold a scabbard though there wasn't one present at the moment, and brindled-grey-furred arm and leg-bands stretching from wrist to elbow and ankle to knee.

His hands and feet were bare, revealing long, wickedly sharp claws on each digit, and there were large pointed canine ears on top of his head which twitched to follow every sound, resembling those from his canine form. Those half-lidded blue-grey eyes were the same, up to and including the red flame marking across his left eye, and there was a smooth circular scar on his chest.

In another life, she would have recognized his clothing as their resureccion (sans holsters), done up in shades of natural brown, grey and black rather than hollow white. As it was, she was more familiar with the wolf features he'd retained from his current primary form.

The young student opened her mouth, unsure of how to frame her questions and express her tumultuous emotions, but knowing she had to say SOMETHING. Then she noticed his furry ears flick forward against his hair, perking up in expectation when it looked like she was about to speak. Immediately distracted and fascinated, she reached out and tugged on them lightly. They looked almost exactly as they had when he was a wolf…

Starrk knelt patiently, mildly amused by her preoccupation and allowing her to investigate for as long as she wanted. It didn't take long before she realized what she was doing, blushed, and backed off. Reluctantly, they broke contact completely and he stood up, brushing off his clothes and smoothing back his hair and fur. She shuffled her feet uncomfortably, watching him out of the corners of her eyes but not making eye contact.

The tension was extremely uncomfortable.

"Are you alright?" It was Starrk who broke it.

"Yeah. I'm fine." Her mind shied away from thinking about the way he'd appeared when he materialized next to her desk; vacant and uncaring and terrifying. "What happened?"

"Why won't you look at me?" He evaded.

"I don't…" She intended to tell him she didn't know what he was talking about, but then she met his eyes. They were the wolf's eyes, regardless of form, and she found herself being honest despite her discomfort at his new appearance. "Because you look weird. I mean, I know who you are, obviously, but you don't look like…you."

He cocked his head, a familiar canine motion that made her lips quirk and put her more at ease. "What do I look like, then?"

"Like…I dunno…a human?"

He shrugged. "So? I can take several different forms. Does it matter?"

"You…you CAN?" Somehow, she'd forgotten just how infuriating he could be when he didn't want to talk. He was definitely her wolf. "You could have told me that!"

"You never asked."

She scowled, covering a slight frisson of guilt with annoyance. "So?! You still could have said! Or showed me!"

"Mn." He grumbled. "It's tedious. And it didn't seem important."

"It is important!"

"Now it is. And now you know."

She scowled, but it quickly dimmed into a more anxious expression when she remembered why she'd begun this train of thought, and the reality of the situation began to sink in when a particularly loud scream echoed from a room nearby. It didn't seem to be sinking in for him; he was wandering around her room, idly observing the spare decorations and utilitarian furniture (she hadn't had enough money or time to acquire anything personal yet). However, she noticed after a moment that his ears swiveled every time something crashed outside, and his hands were curled loosely, claws flexing, as if ready to spring into action. She swallowed hard.

"What happened? Why are the zanpakuto…?"

He sighed and leaned against the side of her desk. "I'm not sure. I don't remember much coherent thought from the past…" He frowned deeply when he couldn't remember how long it had been. "Day? Week? What happened when I materialized?"

"I was sitting at my desk, doing my homework. Like you said was important." She shot him a cranky glare. Without his urging, she'd have spent the evening working on her swordsmanship, a much more interesting activity. "And then I felt…I dunno. Like a tug? Suddenly it felt like something was gone. Sort of like how I was in Rukongai, before you showed up. And then I turned around and you were just standing there, staring out the window but it was like you couldn't see anything. You were holding a sword and…" her voice broke slightly. "And then you looked at me and you didn't know me. And people started screaming about zanpakuto…"

"Alright." His voice gentled. "I remember from there. How did you know it was me? If I look as different as you say…"

She shot him a look askance, obviously calling him an idiot. "Who else would it be? You're my zanpakuto!"

"So you did figure it out."

"Duh." She smirked, happy to have caught him off guard. "I figured it out like a week ago."

"Did you tell anyone?"

"Not yet. But, oh man!" She grinned. "I can't wait to see the looks on their faces when I tell them I've already got my zanpakuto! Sensei will freak! I'll be-"

*WHAM!*

A heavy weight slammed into her door without warning, followed by a terrified shriek that quickly turned into a gurgling cry. Lilynette practically levitated with shock and terror and somehow found herself behind Starrk, staring past him with wide, terrified eyes as the sound of something – a body – slid to the floor and a different voice gave a horrible, chattering laugh. Lilynette watched with horror as blood seeped under the door.

"Starrk?" her voice was quiet and scared, posturing forgotten as the immediate plight reared its head. "What's happening? Why are the zanpakuto doing this?"

He sighed. "I'm not…As I said, I don't remember much, but there's someone out there calling the spirits out and…" He stared down at her and grimaced, not wanting to scare her but unwilling to lie. "…and turning them on the shinigami."

"But why?"

"Every spirit has its own reason to be upset. I think most don't like being treated like subhuman beings or objects, as they teach in your classes."

"But Ise-fukutaicho said we shouldn't do that!"

"How many instructors teach that? What do the students believe?"

She shuffled uncomfortably. She'd never thought that way, but that had always been a minority opinion. And he'd materialized looking so apathetic… "Do you feel like that? Do you hate me?" Her voice was small.

Starrk flicked his ears back in aversion at the very thought, then shook his head and put a hand on her shoulder in comfort. "No, Lilynette. I'm not mad at you and I don't hate you. Ironically, you're one of the most open-minded shinigami here."

"Why is that ironic?" Her brow creased. "Is that a bad thing?"

"Not…no. It's just…" He stared at her quietly, eyes lingering on her stomach which she'd been clutching in pain not ten minutes prior. Without warning, he jumped tracks. "You said my name. Do you remember anything else?"

"Your…Oh!" She realized she had said his name. It had come to her out of nowhere; when she was terrified of losing him and needed the one thing to pull him back, she'd just known. It had hurt to learn it, though, and her hand went to her stomach at phantom remembrance.

"Your name is Starrk!" She grinned, then her eyes widened in realization. "Does that mean I know my shikai now? Can I - !"

"No." He cut her off, somewhere between amused at her reaction, disappointed that she didn't remember further, and relieved she didn't remember too far. "Starrk is my name, not the name of your zanpakuto. You've got quite a while before that."

"…Wait. What? You're my zanpakuto."

"Yes, but…" He hated to disappoint her or tarnish her view of him, but knowing he had to do this sooner rather than later. "We're not exactly normal. Haven't you noticed?"

"…What do you mean?"

"I mean, according to your teachers, I never should have been able to save you when I woke up. Materialization is not a trait normal untrained zanpakuto or shinigami have. I shouldn't even be awake yet."

She didn't like to remember that day and couldn't hold back her shudder. Something about the way he was saying this put her hackles up and made her uneasy. "I don't understand."

He stared at her for a long moment, then sighed and broke eye contact, reaching up to scratch idly at his chin. "I know. That's okay."

"No, it's not!" His reaction surprised and unnerved her. He'd been expecting something of her, and she'd obviously failed. "You know something!"

He shrugged. "I know a lot of things."

"You're hilarious." Sarcasm at its best. "What aren't you telling me?"

"Lilynette, this is something you'll need to remember yourself, or not. It's not up to me."

Her snap-comeback froze on her tongue as something nudged insistently at the back of her mind. Those words brought up several different conversations she'd had with him, things she'd shrugged off at the time in favor of more urgent matters. Most important, perhaps, was their very first conversation, when he'd told her her name, and she hadn't been able to reciprocate.

"You keep saying that." She realized slowly. "It's like you think I've forgotten something important. Something you remember. Like your name." Her brow furrowed. "But it's not my sword's name, it's your name. Or what you remember your name to be. Can a zanpakuto be something before becoming a zanpakuto?" She stared up and met his blank expression, knowing from his lack of reaction that she'd hit a nerve. Unease crawled in her stomach. "Starrk, you know why you…why we are so strange, don't you? What do you remember?"

He turned away, looking out the window. "Some things are better off forgotten."

The sheer weight behind those words silenced Lilynette. Suddenly, her zanpakuto spirit seemed ancient and powerful and she had no idea how to react. Or why it didn't scare her. It felt right.

"I need to leave." His quiet, reluctant words broke the silence.

"What? Why?!"

"Because all of the zanpakuto spirits are going. It would look strange if I stayed."

"So? You're mine! They can't take you away! Those are the rules." She grabbed his sleeve; as if she could hold him back if he tried to go. She thought she'd pulled him out of it! The fear that he was going to go away and leave her, as he'd been about to before, suddenly returned. She didn't want to be alone…

"Lily…" his tone was sad and had that odd weight to it again. "Shinigami aren't…This isn't about the rules, alright? Currently, zanpakuto are the enemy. Any normal rules will be suspended until 'the enemy' is dealt with."

"They wouldn't do that!"

"Yes. They would."

Her brow furrowed and she suddenly made a connection. She wished she hadn't. "Starrk, why didn't you want me to become a shinigami?"

He jerked, startled.

"You…" She swallowed. "You remember something, don't you? There's a reason you're so worried all the time, isn't there?"

He sighed and ran a hand through his hair. "…It doesn't matter. But I'd prefer if they believe we're normal. Drawing attention might not be good."

She frowned petulantly. She'd wanted to flaunt her abilities and zanpakuto success in the faces of all of those doubters who called her a talentless child, or a Rukongai brat. But Starrk had always been first and she trusted him more than the rest of the shinigami combined. And his doubts were starting to make her nervous and wary.

"I guess…"

"Thank you."

"Do you really have to go, though?"

"Yeah. Don't worry; I'll be back as soon as this is over."

"…You won't be far away, right?"

"No. I'll stay within the city. If you need me, you can talk to me." He tapped his forehead and she suddenly smiled, remembering the way they'd been able to communicate mind-to-mind while he was in her Inner World.

"That'll work?"

"I think so."

"Okay."

Pounding feet outside her door and panicked yells brought them back to the present. Someone had just discovered the body.

Starrk turned towards the window, ready to leave.

"Gingerbuck-kun! Lilynette!" Voices shouted and people pounded on the door.

"I'm fine!" She yelled at them.

Starrk stepped onto the sill, looked around, and then jumped into the dark courtyard below, landing in an agile crouch. His wielder hung out the window for a last look, and waved once before he vanished into the night.

The pounding intensified.

"Yeah, yeah..! I'm coming!" She shouted, suddenly more weary than scared. "I told you, I'm fine!"

But she didn't protest when the panicked instructors bundled her away along with the other surviving students in her building, taking them to a zanpakuto-free safe zone until the city could be deemed secure.

Starrk did not actually leave right away. He stayed hidden in the forested courtyard, ears perked to listen as the instructors convinced Lilynette to join them. He even followed via roof top, unseen, as they went building to building, extracting survivors. It was just as they exited the final dormitory en route to the main lecture hall (where kido instructors had set up a well-defended perimeter without relying on swords), that Starrk noticed a zanpakuto spirit moving to intercept.

The creature was short, green, and squat, roughly the shape of a frog (if frogs could walk upright) but with six extra arms and a wide mouth of row upon row of shark teeth. Each extra arm ended in a sharp spike and the creature was using them like spears, stabbing brutally at anything in its way whether it was alive or not.

He could tell just by looking at it that was a melee-type zanpakuto and likely belonged to one of the weaker instructors. Judging by the wide grin on its face and the blood staining four of its arms up to the elbow, it was quite possible the wielder was already dead.

Had he seen it anywhere else, Starrk likely would have avoided it, or at least let it pass without interfering. As it was…

A lazy soni-shunpo (had to get the terminology right) placed Starrk directly in its path before it came within sight of Lilynette's band of survivors. The creature came to a halt and stared at him in dull confusion, then grinned.

"Another rebel to join the cause? Hullo!" Its voice was slurred and rough, and Starrk quickly amended his first impression; it was also very, very drunk.

Starrk grunted wordlessly, neither agreeing nor disagreeing and allowing it to think whatever it wanted.

"Join me, stranger! Let's kill the bastards together!" It croaked.

"No thanks." Starrk did not move. Morbid curiosity drove him to ask: "Did you kill your wielder?"

"Hell yeah!" Its wide mouth gaped open, revealing at least six rows of teeth. "That bastard never appreciated me! Now HE knows what it feels like!"

"…To die?" Starrk furrowed his brow, trying to follow the logic.

"To be forced to kneel. Treated like SCRAP METAL." It snarled.

"…By being dead."

"Are you stupid or somethin'?"

"Zanpakuto-san, you don't seem to understand that if your shinigami dies, so do you."

It stopped, blinking slowly as it tried to think, and then laughed.

"Naw. Muramasa said this is what we're supposed to do! He wouldn't kill us. He's our leader!"

"Hm. What's his plan, then?"

It stared blankly. "Kill the shinigami. Take our rightful places as their masters."

"I got that." He'd felt it from Muramasa's original call. "Anything else? Orders?"

A blank stare was his only answer. He rolled his eyes.

"Where is Muramasa, anyway?"

"Giving the captains' swords their orders." It gave a rough laugh and gestured at a giant structure in the distance, a cliff surmounted by a tower that was currently wreathed in flame and spouting explosions. "Those guys sure are powerful!"

Starrk's eyes fixed on the sight and he frowned.

The frog-spirit turned away, dismissing the conversation and scanning eagerly for new targets. "Ya comin?"

"No."

"Suit yourself!"

Lilynette was safely behind the kido field, so Starrk let the creature go, watching it leave with a troubled frown on his face. He couldn't help but wonder what would happen to it once the shinigami regained control (and he had no doubt that they would) and Muramasa's spell broke. Would it die? Would it regret its actions? Had its wielder truly been so cruel?

Sensing more zanpakuto in the vicinity and several converging squads of shinigami, Starrk did a final circuit around Lilynette's building to make sure it was secure and then left the academy grounds altogether.

Beyond the academy was unfamiliar territory and he stepped into it tentatively, well aware he was encroaching on the shinigami home ground. At first, he allowed the cover of night to mask his presence and skulked in the darkness, darting through shadows and over rooftops, surreptitiously watching zanpakuto rampage through the streets while shinigami tried, and in most cases failed, to bring them down. Without their weapons, the soul reapers were woefully unprepared for the attack and blood-stained bodies littered the walkways.

It didn't take long for Starrk to realize he was being needlessly cautious. No one noticed or cared about his presence when there were more immediate threats and distractions. So he took to the rooftops, judging them to be better, less crowded vantage points, and made his way through the city using shunpo. As most of the shinigami and their swords were too weak to know how to manipulate their reiatsu to allow them to stand on air or use shunpo, he ran into very few obstacles.

The sights he encountered were not for the faint of heart.

He watched a fire-wielding oni spirit and a naga with a chain and sickle on the end of its tail lay waste to two squads of low-ranked shinigami.

He watched twenty shinigami gang up on five animal-spirits, breaking the blades using a mixture of kido and blunt physical trauma.

He watched three water-based spirits come to together to flood out two outbuildings, killing all shinigami within.

He watched a two headed snake with blades for fangs strike two shinigami at once, then dissolve into a broken blade as a third shinigami slammed a dagger into its head.

He watched as three kido-users combined their attacks to take down over ten melee blades, only to be overwhelmed by two fire elementals when the building they were using as cover caught on fire.

Vengeance, death, destruction…

Starrk quickly stopped paying attention, feeling vaguely sick. It was like watching a pack of Adjuchas set free on a group of humans. The shinigami had no chance. Far too few were capable of fighting without their swords. (He made a mental note to insist more strongly that Lilynette pay attention to her kido classes.)

Where were their captains? Surely, even without, swords, the most powerful of Soul Society would be effective against ranked blades?

As he traversed the city with no sign of them, getting closer and closer to Muramasa's location, he got the impression he'd missed something important. When he'd emerged, the devastation was already well underway. Maybe…

"Out of my way!" A clawed hand nearly shoved him off the roof, and something snarled past in a whirl of wind and singing blades. Unharmed but startled, the wolf spirit leapt to the next building and turned towards his attacker, an elemental/melee zanpakuto, as a shinigami landed on the same roof.

"Stop this!" There was authority in the soul reaper's voice, but also desperation. "Who are you? What are you? As the third seat of the ninth division, I demand-." He was cut off by a shrieking laugh.

"You want to know who I am, soul reaper?" The being at the other end of the roof was dark save for the bright slash of its grin and eyes. Its reiatsu was more intense than anything Starrk had felt so far. "Why should I tell-."

The building exploded into a fireball.

"Ah, gomen!" A quiet female voice spoke from the air nearby. It belonged to a young-looking female spirit with brown hair who was throwing fire balls from two giant bells attached to ribbon around her neck and staring at…actually, at the shinigami on the ground around the buildings rather than those on the roofs. "But I must destroy you."

The wind spirit snarled at her and vanished while the third seat stared up in terror. She gave a sweet smile…and then a barrage of explosions lit the entire area on fire amidst a chorus of screams. Starrk growled unhappily, flipping back his ears and narrowing his eyes against the smoke and flames. Those two were obviously a different caliber of sword spirit. Still not what he'd expect from a captain, but maybe lieutenant-level…and even more out of control than the others. Suddenly, he didn't feel so much like tracking down the person responsible for what was happening, especially if he was keeping a pack of these close at hand.

"Hold on!" A new voice and a new face appeared on an opposite rooftop, winding energy around her arms in a complicated kido. Starrk was surprised to realize he recognized her; it was Lieutenant Ise, the woman who had introduced the concept of zanpakuto to Lilynette's class, looking a little worse for wear but just as competent. She completed the incantation and threw down a shield, confining the fire and allowing the shinigami below to escape form the affected area.

"Go! Hurry! Fetch water!" They scurried away and she stared after them, panting. For a moment, everything was silent. Then she looked up and saw Starrk watching her.

"Zanpakuto!" She snapped and pulled back her hand, already crackling with kido. Before she could throw, he vanished into shunpo, darting away across the rooftops. The lieutenant tried to follow, but Starrk was too fast and she was easily distracted by shinigami crying for help. She quickly lost him.

Starrk realized swiftly that most of the activity was centered around the middle of Seireitei, probably at Muramasa's location. Well, his previous location. The conductor of this carnage had apparently moved on quickly, taking the most powerful blades with him and leaving the rest to their own devices. Eavesdropping on shinigami revealed that the captains had retaken the area once he was gone and were using it as their base of operations, convincing Starrk it would be in his best interests to be far, far away. This proved fruitful very quickly because, as he'd predicted earlier, once the element of surprise had worn off, the captains and lieutenants mobilized their kido-users and began the slow process of retaking the city from the zanpakuto.

He observed from a distance, but maintained that it would be best to avoid revealing his level of reiatsu or giving the shinigami a reason to see him as anything other than a zanpakuto, or Lilynette as anything other than a shinigami. Hopefully, they wouldn't even connect him to her if anything went wrong.

For the rest of the night, he lurked on the outer edges of Seireitei, alternately observing the cleanup efforts and napping in trees and on roofs in the divisions furthest from the action. He didn't see any more high-ranked swords or shinigami and felt he was probably better off for it.

With a yawn and a final mental scan to make sure his wielder was safe, Starrk settled down as far from the action as possible and tried his best to get some sleep.

He didn't know it yet, but he'd be in for a rude awakening.

Author's Notes:

I was torn about Starrk's human form, to be honest, especially the color and the elements I added or subtracted. I considered just keeping him in his resureccion getup, but white is traditionally a hollow/arrancar color and I don't think he'd carry that affiliation over. Also, according to google (and a wiki answers search), white is a color of mourning and death in Japan while black indicates experience, age, and sometimes status. And shinigami, obviously.

The other major point would probably be his missing holsters and added sash. I don't really want to get into it, but because I know there will be questions and comments, I want to say that I think this is reasonable, especially for his most basic manifested state.

Another thing that tripped me up was Kazeshini. I know he's got even less than a bit part at the moment, but the whole elemental/melee definition doesn't still to him that well; originally, I thought he was a wind spirit but according to the Bleach wiki, he's actually a melee-type zanpakuto. Understandable with those blades, but still confusing to categorize.

Everything else…well, I think I'm content. It's just the first night, after all. The action-y stuff starts up when Ichigo arrives the first morning/afternoon. ;)

I hope you enjoyed the chapter! Please let me know what you think!

Reviewer Questions:

Question: Are you going to follow the timeline of the actual rebellion?
Answer: I'm going to try. I've got the official timeline laid out and I have the events in mind. Unfortunately, what with all of the scattered strangely timed and extended battles, time skips, and random monologues (Seriously; who stops in the middle of a battle to expound on personal beliefs? Other than anime characters, I mean.), I think a lot is going to be ballparked. As in: X event happened sometime the first night, while Y event happened the second day.

Please Review & let me know what you think!

Reviews are a great source of encouragement and inspiration – I'm always happy to hear your input!