Title: Turnabout
Author: darkling59
Fandom: Bleach
Date: 6/22/2014
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- Day 1

The early morning dawned cool and clear, the type of weather that promised to burn off and become a pleasantly warm summer day, perfect for going to the beach, hanging out with friends, or just dozing in the sun. Unfortunately, Starrk didn't get a chance to appreciate it because the tree he was sleeping on burst into flames.

With a startled sound (he refused to call it a yelp.), he jumped from asleep to shunpo in a millisecond and landed on a neighboring rooftop. His wolf ears and the fur of his clothes were singed while his clawed fingers and toes felt a little scorched and blackened. He glared down at the culprit, a weak zanpakuto spirit with its back to the tree. It took a moment before he realized what was going on.

"Hold still!" someone yelled from the other side of the fire. "I don't –hf!- want to hurt you!"

The spirit – a kangaroo-like creature with a ruff of crackling fire and balls of flame held in each paw - snarled.

"I'll get you, shinigami! Get away from me! I'll kill you!"

The fireballs weren't actually that intense, Starrk realized. He must have had the horrible luck of being hit dead center with a stray shot while his defenses were down. Compared to the lieutenant-level female fire spirit with bells and ribbons from last night, this one was a weakling.

"I don't think so, sword!" The shinigami panted. He stuttered out the long incantation of a kido spell that culminated with: "Bakudo #9, horin!"

A vaguely orange-tinged cord of solidified energy shot through the flames and surrounded the sword, making it howl and snarl. For the first time, Starrk realized that there were many such kido-cords roping it to the ground and trees. They weren't very strong; they would have snapped like thin thread in his grip; but there were enough of them to prove an effective restraint for such a weak sword. Suddenly interested, he moved to a closer roof where he had an unobstructed view of the shinigami and perked his ears forward. He'd never seen a spell like that before…

The next time the shinigami recited the kido, Starrk watched how the reiatsu formed around his hands, feeling out how it shifted and solidified into the unique spell. The spoken component was of secondary interest to him; he was well-versed in manipulating his own reiatsu without relying on vocalizations and he saw no reason that would change now that he was a manifested zanpakuto. Still, it was interesting how much shinigami could do with their personal energy; they couldn't direct or release enough raw power for a cero, but they were certainly creative with the attacks they could use.

"That's it, then." The shinigami's voice was faint with relief and Starrk observed three more shinigami emerge from a neighboring ally to assist. They were holding the ends of the kido ropes taught and advancing slowly on the now fully-bound zanpakuto.

"Take it to the twelfth division." The kido user directed. "We'll have someone try to find its wielder while the captains are figuring out how to fix this."

When the sword spirit had been carted away and the kido-using shinigami was left alone, he groaned and popped his back. He was an older soul; maybe a decade or so shy of a century, though his physical form was in its mid-thirties. He looked tired and bruised and his energy levels were running low; it wasn't hard to guess that he'd probably been chasing zanpakuto all night.

"That's eleven down and who knows how many to go." He rubbed at his eyes and ran a hand through his hair. "God, I could use a nap. Shouldn't it be someone else's shift now? If they don't recruit more people to the kido corps after this, I'm sure…"

It was a tribute to his exhaustion that he never noticed the wolf spirit standing on a roof not ten feet away. Starrk watched with mild amusement as the man set off down a side street still muttering and complaining, none the wiser to his presence.

When Starrk left his sleeping area (now burned to a cinder), he found that similar confrontations were occurring all around. The walkways and corridors around the nearby barracks and outbuildings, which had been deserted and ignored when he went to sleep, were minefields of kido snares and lurking patrols. He could walk in the air and travel by roof but most zanpakuto were confined to ground level and he watched as squads of hunting shinigami flushed individual sword spirits out of their hiding places, driving them into the waiting traps. Some struggled so hard they broke, falling to the ground as snapped blades. Others were trussed up (like the kangaroo) and led away to whatever fate the captains had decreed for the rebels (no one seemed quite sure what that was), and some encountered their wielders on the spot and engaged in battle.

Now that the panic had worn off, the shinigami were grimly focused and well-organized. Each member of the kido corps was responsible for a certain area and the traps it contained, and he or she was supported by at least one full troop of normal squad members armed with swords that might not have spirits or reiatsu, but were still useful as sharp and dangerous tools. Most low-ranked swords were sorely outclassed by the strength of numbers alone. As he'd expected, the shinigami were taking back their city.

But there were exceptions to every rule and every once and a while, screams could be heard as higher-ranked swords attacked, ripping through the weak traps and attending shinigami like tissue paper and visiting destruction on everything in their way.

Starrk watched it all with a resigned, almost irritated glare. Soon enough, he'd be able to return to Lilynette with no one the wiser. This was all a giant waste of energy, time, and life. Granted, the captains still had to find Muramasa, but Starrk was confident that would happen in due time. Annoyingly, it didn't look like Starrk would be able to rest in the interim. The inferno that his last napping spot had become was hardly an isolated event; attacks were shooting wild all over the place from captured zanpakuto. What few spots they didn't hit, the shinigami ripped apart looking for spirits to catch.

So, with a scowl, Starrk resumed his solo wandering across the rooftops, staying quiet and discrete while watching the various battles with mild interest. A few of the zanpakuto noticed him, but the shinigami rarely looked up.

He found himself more interested in the traps than anything else; as an arrancar, he'd been an expert at reiatsu manipulation and at the academy he'd discovered he could emulate almost any kido once he felt the pattern of its formation through casting. He was watching kido corps members cast far more complicated spells than he'd even known existed and, as such, learning a wide variety of new ways to manipulate his own reiatsu. He would have liked to get a closer look, but in the interests of staying inconspicuous, he dared not get so near to shinigami.

Unfortunately, that proved to be outside of his control. About an hour after waking up, a group of lieutenants took to the roofs, hunting the same wind/melee spirit Starrk had observed the night before. He watched them warily from a distance and when they got too close for comfort, he jumped to the ground to act as a normal zanpakuto. Avoiding the traps was easy enough using speed, careful application of reiatsu pressure, and occasionally standing in the air above the ground-based traps. This did not, however, keep him clear of the shinigami and other zanpakuto spirits.

He was just stepping away from a sticky web-trap designed to act like fly-paper when a zanpakuto spirit – a purple hydra with a stocky, powerful body and three snake like heads- came skidding around a nearby corner, hissing and snarling and heading straight for Starrk.

"Zanpakuto, Halt!" Six or seven shinigami came tearing around the corner after the spirit, baying like a pack of hounds on the hunt. There was a momentary lull as everyone noticed Starrk and skidded to a halt, but it only lasted long enough for one of them to realize their quarry had also come to a halt and jump forward with a battle cry. Her companions jumped into action as well, keeping the spirit at bay while a few of their number dropped back and started chanting kido spells. Starrk felt a tickling tingle as one of the spells settled over him, winding around his neck, wrists, and ankles. He looked at the energy strands with interest – they were weak and would do no more to hold him than fragile cobwebs, but the structure was interesting.

His eyes came up to pin the shinigami responsible who was warily edging forward, believing him captured but staying out of his sword reach. Most of the others were focused on the more violent spirit, though one or two were prepared to provide backup for Starrk's attacker.

"What kido is this?" he inquired abruptly, stopping the kido-user in his tracks. The man blinked, apparently startled to be addressed, especially non-violently, but responded automatically.

"Bakudo #9, Horin, ninth form."

"Hm." Starrk raised his hand to his face, making the filaments contract around his wrist. With a sharp tug, the ring of power disintegrated and a burst of reiatsu took care of the others. He raised one eyebrow at the suddenly scared looking shinigami.

"Is that it?" he inquired with vague disappointment.

The shinigami reeled back and then snapped forward with a new incantation on his tongue. Starrk waited patiently as he finished the lengthy spell and then frowned in disappointment when the result was the same. With another wave, he shattered the kido and turned to leave.

"What- Stop!"

Several of the shinigami started yelling at his back, but he didn't bother to turn around.

"Shakkaho!"

A new kido attack blasted through the air, hitting Starrk in the back with a red burst of light and energy. It was too weak to hurt, but he glanced back in interest.

The kido corps member looked gob smacked and increasingly worried by Starrk's continued effortless evasion of restraint, and he took a step backward when the zanpakuto stared at him. But Starrk didn't attack.

"What was that one?"

The shinigami blinked but obligingly reformed the spell and fired it again, pouring in as much reiatsu as he could. (Heck, if his quarry was extending the opportunity, why would he say no to an easy target?)

"Hn." It dissipated harmlessly when it came into contact with Starrk's energy, but he eyed its formation with interest. Lilynette was still too early in the academy to have been introduced to offensive spells; at this stage, most students weren't able to form them and the rest would have them blow up in their faces.

The kido corps member watched with confusion and fear as his most powerful attack proved ineffective. But as the zanpakuto did not respond aggressively, his fear faded and his dedication grew.

"You won't escape, zanpakuto!" He yelled, forming another spell.

A net of white energy wrapped around the area, fading to nothing when Starrk waved his hand through it.

Another spell flew through the air.

An invisible binding wrapped around Starrk's arms, applying downward pressure. It snapped when he flexed his arms.

And so it went. The shinigami tried increasingly complex and dangerous kido, but none of them so much as dented his foe. Starrk, on the other hand, watched each spell with interest, memorizing the patterns and structures the reiatsu could take. He didn't run; he didn't have to; and pretty soon the entire troop of shinigami (except for the two dragging the now-defeated hydra away) was standing awkwardly watching the spectacle. Finally, the kido user sank to his knees, gasping for breath and totally spent. He'd thrown everything he had at the creature, for naught.

"What ARE you?" he gasped out. "Is your wielder a captain?"

"No." Starrk eyed his opponent with disappointment. "Is that it?"

The shinigami flushed with humiliation, but literally had nothing left. When he tried to form another kido, all he managed was a faint glow around his hands before toppling over from exhaustion.

"No, it's not!" one of his fellows jumped in. It was against the plan for them to attack without a binding kido in place, but now it seemed like the only option. "We're taking you in, zanpakuto!"

Starrk gave a disinterested grunt and turned to leave. In a single fluid leap, he was on a roof. None of the charging squad members even got close before he shunpo'd out of reach. Interest killed now that they were resorting to brute force, Starrk ignored their shouts of anger and relocated to a street a few sectors away.

.X.

Over the next couple hours, he trudged through the streets, avoiding people where he could and running when he couldn't. The day had not resolved into the predicted summer heat; instead, an intense roiling cloud bank moved in at mid-morning. At first, he watched it warily because there was an odd reiatsu flavor to the weather, but other than churning angrily across the sky and casting a pall on the city, it didn't do anything. He had a few more kido spells thrown at him and investigated several traps but none of them were new; apparently, the first shinigami had demonstrated the full list of basic spells. The roof tops were still forbidden territory for the most part because lieutenants were using them as freeways and Starrk believed that running into the squads was preferable to running into high ranked shinigami.

Until, that is, Muramasa showed up.

Starrk had been keeping half an eye on the more powerful reiatsu signatures in the center of the city for quite some time. They had caught his attention when two identical low-level lieutenant-class reiatsu signatures clashed, sending a cloud of debris into the air in the process, and he could only assume there were officers battling their zanpakuto. He tried to avoid the confrontations at first, going to ground far away from the main site (it was getting easier to slip through the streets unnoticed as most of the low level zanpakuto were caught and the shinigami relaxed their attention, believing their task was complete.)

Then, two things happened that changed his mind. First, a powerful, insidious reiatsu signature appeared – one that could only be Muramasa; it struck a chord of twisted longing within that Starrk that called to mind the reasons he'd broken away from Lilynette in the first place. He hurriedly quashed the unnatural feelings. Second, a blast of energy arced through the sky, leaving a dark, hollow-like signature in its wake. It was like nothing he'd ever seen, in this life or the last.

Before he consciously realized what he was doing, Starrk set off in the direction of the combatants.

Rukia lay where she'd fallen after Sode no Shirayuki had escaped her final kido attack; on her back at the center off the crater they had created with her head to the side and her arm wrapped over the bloody gash in her abdomen. She was badly injured, true, but her heart hurt far more than her body. She'd always thought her relationship with her zanpakuto was good. She loved her sword, even if she didn't release it very much. But…was that truly Sode no Shirayuki, or was she treating the blade-spirit as a commodity rather than a partner? She was too busy to spend much time in her inner world- did that make her a bad wielder? Was this her fault?

She closed her eyes; tired, sad, and helpless. She would not permit herself to start crying, but maybe she'd be able to summon enough strength to-.

"Oi."

Her eyes snapped open, startled at the unfamiliar deep voice, and the first thing she saw was a set of mean looking claws on a large foot mere inches from her face. With trepidation, she rolled her head to the side and took in the imposing, dangerous form of a male zanpakuto spirit with wolf features crouching in front of her. She gritted her teeth. There was no way she could fight; she couldn't even stand.

"What do you want?" she bit out, trying not to allow her pain into her voice and putting up a front of anger to conceal her weakness. He quirked an unamused eyebrow.

"What happened?"

"I fought my zanpakuto." Her tone was acerbic. "What do you care?"

"Muramasa showed up?"

Her brow furrowed as she remembered the odd spirit, the source of this madness. This blade's leader, presumably. She didn't know why he was asking, but it couldn't be good. And there was no way she'd mention Ichigo, the current focus of Muramasa's attention; she was already kicking herself for running to him in her distress and dragging him into this mess. All she'd done by asking him for help was put him in danger.

"I won't tell you anything."

His expression, if anything, became even less impressed.

"I can smell him; I know he was here. Where did he go?"

She stubbornly locked her lips and glared, daring him to force her into talking. Rukia fully expected him to draw his blade and make good on the unspoken threat. Instead, he stared for a moment then swiveled his ears back and shrugged. His eyes drifted from her prone form to scan the area.

"Whatever. Shouldn't be too hard to track."

In the close distance, Ichigo's Getsuga Tensho attack split the air, throwing up a cloud of debris and rubble. The zanpakuto's eyes traced it to the source and he abruptly stood up, dismissing Rukia as insignificant and redirecting his attention towards the obvious target.

Starrk came out of shunpo at the location where he'd felt the warped energy and found himself in an open walkway between two rows of buildings. The entire area was eerily quiet; there were craters and blast-marks all over, with rubble scattered far and wide from a battle, but there was no sign of the one who had caused the destruction. His scent, however, was all over the place and very distinctive (hollow, shinigami, and human? What WAS he?) and all Starrk had to do was follow his canine sense of smell a few streets over. He found his target standing silently in the middle of the street, staring blankly off into the middle distance. He was odd compared to the shinigami Starrk had seen so far; his orange hair was not so strange, but the giant sword in his hand and the odd combination of reiatsu emanating from his figure set him apart. Wary of a trap, Starrk silently circled the still figure and then stopped only a few feet in front of him, confused. There was no reaction, not even when he reached out and pushed lightly against the boy's chest.

"Who are you?"

Starrk turned his head to observe a zanpakuto spirit standing nearby, watching him suspiciously through tinted sunglasses. The 'man' was middle aged with long hair, a flowing black coat...and the same sword as the orange-haired boy. That explained why Starrk hadn't felt another reiatsu signature.

"Nobody." He stepped away, watching as a minute amount of tension drained from the other zanpakuto's form. "Who are you?"

"Zangetsu. What do you want with Ichigo?" His tone was no-nonsense and just shy of blunt, but Starrk was more interested in the slightly hypnotized drone of his words. He was definitely under Muramasa's control, but for some reason he was not attacking his wielder, helpless though he apparently was.

"Is this Ichigo?"

"Yes."

"I thought I smelled hollow reiatsu. I guess I was wrong." Starrk shrugged nonchalantly. He wasn't wrong and he knew it, but the situation was too complicated for him to understand without an explanation. "Why aren't you killing him?"

Zangetsu seemed taken aback. "I wish to fight him, to determine who is stronger. I will not kill him while he is helpless."

"Yeah..." Starrk looked at the shinigami again. "Is there something wrong with him?" He waved a hand in front of the boy's eyes. They neither blinked nor moved.

"Muramasa is within."

"He's...inside of him?"

"His inner world."

"...Why?"

"My wielder is unique. Muramasa was interested."

"'Unique'?"

"Yes." Zangetsu eyed him coolly. "And where is your wielder, that you have the time to be so interested in mine?"

Starrk shrugged dismissively. Just as it looked like Zangetsu would either push for information or attack him, a short spike of reiatsu drew their attention to the orange-haired shinigami. Starrk backed off and leaped to a nearby roof before the older sword could warn him away, and settled down to watch from a distance as Muramasa was thrown from the boy's inner world and Zangetsu stepped forward to fight his wielder.

Starrk observed the battle silently but the sight didn't hold his interest; the kid had lots of power but he wasn't an imaginative swordsman and his zanpakuto seemed to rely on brute force as well. The two of them spent a good deal of their time dodging energy blasts or straining over locked blades, and very little time on strategy or out thinking each other. Instead of watching them, his attention stayed on Muramasa.

This was the first time he'd seen the orchestrator of the rebellion in person and he found himself unimpressed and unnerved. The zanpakuto's form was humanoid, with maroon hair and oddly long fingernails. (They could not rightfully be called claws due to their bluntness and obvious fragility, but they didn't look like anything he'd ever seen on a human. Maybe they had something to do with his powers...) The rest of his body was mostly covered by a long white fur lined coat and purple cravat. While the zanpakuto was moderately strong in reiatsu (probably captain class, although not a strong captain) and his appearance was more normal than most of the spirits Starrk had encountered so far, he gave off a feeling of sickness to Starrk's keen senses. Not the same jagged and fractured mental problems the other zanpakuto were suffering; this was a cloying, all-consuming weakness that reminded Starrk more of a hollow's hunger than a shinigami. Something was very wrong with Muramasa.

If the zanpakuto leader realized he had a watcher, he did not care. He remained standing on the ground near the combatants, eyes fixed on the fight and increasingly intense exchanges of energy with a calculating, thoughtful expression on his face.

Then the battling shinigami drew on hollow reiatsu. Suddenly he had Starrk's full attention. Unfortunately, before the wolf managed to recover from the shock, the battle came to an end with Zangetsu reduced to a bare blade stuck point first in the ground and the boy standing triumphant. As soon as it was over, Muramasa spouted something vaguely foreboding and vanished. When Zangetsu rematerialized in front of his wielder, frown deep and eyes clear of Muramasa's control, he opened his mouth to speak and then froze, staring up at Starrk. For a second, they stared at each other silently and Starrk could tell the sword was trying to remember what he'd said while under the influence, who Starrk was, and if he was a threat. As the shinigami boy turned to figure out what his zanpakuto was staring at, Starrk shunpo'd away. They did not follow.

He sped over the rooftops, extending his senses to gauge what was happening in the recovering city. By now, it was late afternoon and the shinigami were well on their way to repairing it. The strong fights he'd sensed earlier had finished while he was watching Zangetsu's wielder and most of the low-ranked zanpakuto causing trouble had been defanged; either captured or driven into hiding. It was still too early to return to Lilynette, though. He had to be in zanpakuto form to pass beneath the radar of her superiors and that would be difficult as long as Muramasa was still controlling zanpakuto; Starrk was not sure he'd be safe from Muramasa's powers if he recombined with his wielder and the last thing Starrk wanted was to be brainwashed against her again.

Once he was far enough away from the fighting that he wouldn't be easily found in a casual search, he dropped to the ground (roof-walking was rather noticeable) and returned to wandering through the backstreets and alleyways of Seireitei, trying to stay far away from the stronger reiatsu signatures.

Ironically, it turned out the MOST trouble was to be found FURTHEST from the center of the action. He'd been aimlessly wandering for an hour when he heard bells jingling in the distance and the heavy tread of a large person running.

"Ken-chan, Ken-chan! This way!"

His ears perked at the child's voice coming in his direction and he ducked down a side passage to be out of sight.

"You sure, Yachiru?" the responding voice was rough and deep. A suffocating wave of reiatsu accompanied the presence and Starrk folded his ears back, cursing his luck. This had to be a captain. What was he doing so far out? Shouldn't he be helping contain the situation at the command center?

"Of course I'm sure!" the girl's voice was high pitched and petulant. "It's THIS way!"

Starrk watched silently as an imposing monster of a man sped past, the disingenuous sound of tinkling bells following in his wake. It was too brief a glimpse to observe details, but more than enough for Starrk to conclude he didn't want to get any closer.

The bells abruptly stopped.

"It's a dead end Yachiru."

"Huh? Of course it is!" She chirped. "You didn't follow my directions! Turn back there!"

"…Alright."

Starrk backed away rapidly when the captain turned back in his direction, but quickly hit a wall. (The entire city was riddled with dead end alleyways and confounding roundabouts; it seemed Starrk had just backed himself into one.) He was debating the merits of making a break for it versus staying quiet to pass unnoticed, when the captain's running footsteps swerved into his alley and he found himself face to face with a terrifying mountain of a man. He was massive, at least half a foot taller than Starrk, broad shouldered, and heavily muscled, wearing tattered captain robes that only emphasized his aura of savagery. His face was craggy and scarred, weathered from fights and harsh living. The jingling bells were affixed to his hair, which was spiked tall and nearly obscured the little pink haired girl riding on his back from view. He was wearing a patch over his left eye, but his right eye was fixed on Starrk.

"Eh? Who are you?" The captain came to a startled halt and stared down at the canine creature, golden eyes annoyed and unimpressed. He was looking for action, dammit!

"No one." Starrk glanced at him and then away, unintimidated and non-confrontational. To him, the reaction meant nothing and, if anything, was neutral enough to emphasize his inconspicuousness. To the eleventh division captain who terrified almost every person in the city and was usually greeted with stammers and trembling, it was enough to catch his interest. It was rare for someone to be unfazed by his arrival, especially a person he did not know.

"What are ya?" The captain took in the strange clothes and stranger wolf features, his irritated frown starting to turn thoughtful…too thoughtful for Starrk's tastes. "You a part of the fighting?"

"No." Starrk backed away, trying to find a way out without resorting to running away. Unfortunately, with the entrance blocked, the only way out was up and that could in no way be misconstrued as anything but an escape attempt.

"Any idea what's goin' on?" Kenpachi glowered, bringing the full force of his intimidation to bear. Starrk barely flicked an ear in reaction. Slowly, the captain began to smile.

Starrk blinked. "You don't know?"

"We've been busy."

"Buying candy!" Yachiru chirped over his shoulder. At the sight of his ears and the fur on his clothes, she grinned. "Hi, puppy!"

"The zanpakuto are rebelling." Starrk told Kenpachi, hoping that would trigger him to do the responsible thing and focus on meeting up with the other captains.

"The swords did this? Heh, maybe there's one or two of 'em worth fighting." He turned a disbelieving sneer on the damage, but it was brief and the smile he turned on Starrk bared all of his teeth in a savage grin. "So does that mean yer a zanpakuto, then?"

Starrk watched the spreading, eager smile on Kenpachi's face with a feeling of dread.

"I don't want to fight you." He inched backwards.

Kenpachi roared with laughter. "So? You sound like that coward Ichigo. Fight me, sword!"

And he darted forward far faster than a man of his bulk had any right to be, far stronger than a shinigami sans zanpakuto should be. Starrk dodged lighting quick and flashed away, up on to the roof tops and over, intent on avoiding battle. They hadn't attracted too much attention yet so maybe…

"Yer not getting away that easy!" the gruff roar of Zaraki Kenpachi followed him. Then a massive release of yellow energy erupted into the air, destroying the nearby streets and sending a shockwave across the city, nearly knocking Starrk off a roof he'd just landed on and disintegrating the spot where he'd been standing a mere moment before.

So much for not attracting attention.

When explosions resounded across Seireitei for the second time in less than twelve hours, Ukitake feared the worst. He and Kyoraku were in their makeshift command center in the fourth division discussing the situation and the sudden appearance of Ichigo Kurosaki, waiting for the substitute shinigami to report in, when the blasts started. The first and second were dismissed as probable zanpakuto recapture complications. The third and fourth, each one stronger than the last, brought everyone running.

Kyoraku was the first outside the door and he slowed to a halt, looking for the perpetrator.

"Certainly brazen of them to attack in broad daylight. A far cry from their actions last -." His words petered away as he caught a glimpse of the disturbance at the same time as Ukitake.

"Is that…?"

"Well, it's not a zanpakuto."

In the distance, Zaraki could be heard laughing madly. He couldn't be clearly seen yet (at this distance) but the trail of destruction preceding and following him was difficult to miss.

"He's doing almost as much damage as the zanpakuto." Kyoraku observed in a fatalistic tone. They did NOT need this right now, not on the tail end of such turmoil.

"What's he doing? Chasing something?" Ukitake squinted but could not quite see. He thought the big blur surrounded by clouds of dust and debris was Kenpachi, but was that darker shadow in front of him a person…?

"Oh please tell me his zanpakuto hasn't escaped as well." Kyoraku groaned.

Ukitake gave a strained chuckled. "I doubt it. I only see one source of destruction."

"Well, let's go get a better look." Kyoraku finally suggested. In a blur, they joined the punishment squad, other captains, and lieutenants on their way to the fight.

Along the way, Jushiro lagged behind; an effect of his illness. Once, it had been a point of shame that he was unable to keep up with his peers, but he'd learned to turn it into an opportunity. Being out of step with the others allowed him to observe the actions of his fellows without getting involved and afforded him an impartial, informed perspective that they could not have in the center of battle.

Unfortunately, in this case, he was also in exactly the wrong position when Zaraki's quarry balked at the mass of shinigami in his path and darted to evade. The figure didn't see the captain of the thirteenth division until the last moment and by then it was too late.

.X.

"Get back here!" the captain of the eleventh division bellowed, following his roof-bound prey from the street. He was bulldozing his way through everything in his path with a combination of sheer brute force and reiatsu pressure.

Starrk tried to speed up, but Zaraki was having none of it; his next attack was aimed in Starrk's general direction; meaning it took out a good fifty meter area around the spot where he'd been. Thankfully, the wolf spirit was already past that point so he didn't take the brunt of the attack, but the shock wave sent him toppling head over heels to the street below…where he immediately slammed into the running form of a shinigami, one of many rushing to investigate the disturbance.

They fell to the ground in a tangle of limbs with Starrk on top, his momentum carrying them almost the length of the street before they came to a halt. He got a bare glimpse of wide green eyes and white hair before Zaraki landed next to them with a resounding 'smash-boom!'

"Ha!" He bellowed, sword whistling down to catch Starrk off guard.

In a split second of instinct, the wolf grabbed his victim and rolled to the side, narrowly avoiding the jagged blade. Without further thought to the shinigami he'd almost crushed, Starrk leapt to his feet and lunged away.

"Not this time!" Kenpachi's yellow energy cut him off through the expedient method of reducing all buildings in the vicinity to rubble and, with a growl, the zanpakuto backed away.

"I said, fight me!" Kenpachi lunged.

"No." Starrk dodged.

On the sidelines, the white haired shinigami pushed himself up.

It was immediately obvious that Starrk was in a dangerous situation. He couldn't retreat without revealing his back to Zaraki but if he stayed, he'd be forced up close and personal with the multitude of strong reiatsu signatures headed in their direction. (Of course the captains chose to show up now; when Muramasa was gone and Starrk was the only available target.)

Surprisingly, now that he wasn't running, the captain of the eleventh seemed happy to wait, supposedly until Starrk was ready to fight. Starrk lowered his ears and scowled at the thought. If there was any alternative…

"What're ya waiting for?" the captain prompted impatiently. "Draw yer sword!"

Inspiration struck.

"Hold on." The zanpakuto twisted his hands, calling on the patterns of reiatsu he'd been observing all morning. Zaraki watched the slow movements with confusion; Starrk hadn't fed energy into it yet so it was not obvious what he was doing. The captain was just about to repeat his demand when Starrk finished and fed in a burst of reiatsu.

He released the kido and it shot forward way too fast and rather than winding around Kenpachi, it launched into him, knocking him backwards through the rubble and out of sight with a startled, angry yell. The act of firing had not left Starrk unscathed. As soon as the spell was complete, the backlash of energy exploded in his face and he jumped away with a startled (and frankly embarrassing) yelp.

"Bakudo 4: Hainawa!"

Forgotten on the sidelines, the white-haired shinigami had not been idle. As soon as the vague outline of Starrk's shape was visible through the cloud of dust thrown up by his attack, a kido attack struck him from behind, knocking him off balance and forcing him to stumble. He grunted irritably and jerked away, but this was an entirely different caliber of attack from anything he'd felt so far. If the traps had been cobwebs, this was a steel cable. His scowl deepened when the attack proceeded to immobilize him with thick loops of orange energy that forced his arms to his sides, and completed by extending a trailing line connected to the caster's hand; a makeshift leash. For a moment, as the dust settled and Starrk tested his restraints, the two men stayed silent and stared at each other.

"How did you do that?" the shinigami broke the silence first, demanding rather than questioning. "Kido cannot be cast silently. Even the most powerful kido users need to use at least one word."

Starrk shrugged then flicked an ear in realization. "Is that what the words are for? To focus the kido so it doesn't explode? And I suppose I fed in too much energy…"

"That seems to be the case, yes." Jushiro eyed the rubble and crater left by the zanpakuto's attack. That had been a fairly basic kido, but usually did little more than put on a light show against a captain. The words, designed to focus energy, typically AMPLIFIED abilities, giving the caster more power than they would have in raw form. Only for lieutenant or greater ranks did the words actually restrain energy. And ALL shinigami required the kido patterns formed by the words to make any sort of cohesive attack; otherwise, the reiatsu just appeared as a glowing outline, aura, or cloud (depending on the individual). What the wolf had just done should have been impossible.

"How did you do that?" Jushiro questioned again, trying to keep his voice calm and reasonable.

Starrk shrugged. "It was no big deal." His ears swiveled in the direction of the approaching shinigami and he tugged against his restraints. Jushiro drew them taught with a tight jerk, inwardly surprised Starrk had managed to work slack into his kido.

"Please stay calm." The shinigami fought to maintain control as his opponent twisted more erratically. "You cannot escape. It would be in your favor to-."

Ignoring him, Starrk determined it was past time to remove himself from the line of fire and focused his mind on his favorite, most familiar reiatsu structure, one he knew did not need preparation or incantations. He gave a single harsh shake of his entire body, like a dog shedding water but instead of liquid, sparks of electric blue reiatsu scattered from his pelt. When he focused, the energy came together and resolved into the form of a wolf. No cookie cutter kido attack could ever compare to the complexity and power of his native technique. It was only a projection – not a soul fragment as it would have been in his resureccion form – but more than enough to act as a distraction. With a touch of his will, the wolf lunged for Jushiro, snarling.

"Whoa!" The captain tried to dodge while maintaining his hold, but Starrk redoubled his struggles, forcing him to focus on one or the other – or risk losing both. The wolf barked and snapped at his heels, then circled around, grabbed the hem of his haori and tugged backwards, forcing him to wobble and spin around. "Easy…get OFF please…" He tried to shake the wolf away as he felt his attention wavering from Starrk.

With a harsh *snap*, more felt than heard, Starrk ripped his way through the kido, shook himself off and turned to speak to the captain who was struggling to recast. However, the wolf was tugging him in circles and tangling itself around his ankles, proving distracting and impossible to dislodge. Before Starrk could say anything or Jushiro could regain his focus, backup arrived and interjected, half attacking Starrk and half coming to Ukitake's aid. Their quarry vanished over the rooftops, losing his pursuers with ease. As an afterthought, he dismissed the wolf projection and it faded away.

.X.

Jushiro really tried to keep an eye on the zanpakuto, but the wolf-projection was remarkably solid for something composed of energy and it yanked him off balance, bracing its legs and swinging around on the hem of his haori, letting out muffled growls as it literally dragged him away from his captive. Jushiro wasn't one for animal cruelty, but with both hands occupied with the restraining kido, he tried to kick at the beast...only for his foot to go straight through with no apparent reaction. He could tell his attention was dangerously split, but there was no way to remedy the situation. There was also no way to keep the zanpakuto from taking advantage of it and breaking free, vanishing just as the first wave of support showed up. As soon as its master was gone, the spectral wolf dissolved into nothing.

"What happened?" Shunsui appeared at his side, sword in hand and expression concerned. "Are you alright?" Before Jushiro could respond, there was a roar of anger from nearby and a blast of yellow energy threw up a wave of debris and sent many of the attending lieutenants flying, scrabbling for purchase on the nearby rooftops.

"WHERE TH' FUCK DID THAT BASTARD GO?!" Zaraki Kenpachi had apparently managed to work himself free from the zanpakuto's kido. He snarled with anger as he stalked up to the two other captains. Suddenly, Jushiro was intensely grateful the wolf spirit had chosen to flee; he did not want to deal with any more smoking craters today.

"I'm afraid he is gone, Zaraki-taicho." He responded politely, unfazed. Shunsui immediately relaxed, returning his zanpakuto to its sheath.

"Gone?! Where? We were fighting!" The captain of the eleventh division glowered suspiciously in every direction, as if he might find his missing foe hiding behind a bit of rubble. His eagerness for a new playmate would be amusing, if it hadn't nearly decimated a good portion of Seireitei.

"It seems he has decided discretion is the better part of valor." Shunsui tipped his hat back, smiling at the taller man. "He ran away."

Zaraki snorted in derision. "Fuckin' coward. Just like Ichigo. I'm going to find that sword and then we can have a real fight. I'll-"

"Later, perhaps." Jushrio cut in firmly. "For now, we need all the captains to assist in the recovery effort. If the zanpakuto has not been captured or reunited with his wielder soon, I am sure you will get your chance to fight him again."

"Recovery from what?" Zaraki grunted, disinterested.

Jushiro blinked, furrowing his brow. "From the zanpakuto rebellion?"

"...Eh?"

"Why don't you come with us, Zaraki-taicho?" Shunsui clapped him cordially on the back. "We'll tell you all about what's been going on since last night. And you can tell us where you've been all this time!"

"Nah. I'd better get back to Yachiru and the guys."

"That's a shame." Shunsui smirked and Jushiro rolled his eyes at what he knew was coming. "We were just about to question Kurosaki Ichigo about-"

"Ichigo's here?!" Now he had Zaraki's full attention.

"Why, yes. We're not sure yet why, but he certainly advertised his presence."

For a moment, Zaraki looked torn but then he grinned, baring all his teeth. "I'll come with ya. After all, I need to say hi to the kid, don't I?"

"Of course." Shunsui led him away, trying to question him about his encounter with the strange sword spirit while Jushiro followed behind, taking one last look at the blast radius from the zanpakuto's attack and wondering just how powerful it must be to have been able to disable Zarai Kenpachi, even temporarily. It must belong to a captain, but which one?

When Starrk fled, he had no destination in mind beyond 'get away'. The shinigami he'd encountered so far would be nothing compared to these; captains were the best and brightest of the Gotei 13 and if that crazy guy with the bells was a good representation, the three or four captains currently on Starrk's trail could probably grind him into the dust if they cornered him and jumped him all at once.

So imagine his surprise when he outdistanced them in seconds and lost them in minutes. It took an extra five minutes of evasive maneuvers before he even realized he was alone, at which point he stopped abruptly and scanned his surroundings, perplexed. They were miles behind him, reiatsu signatures pulsing with annoyance at losing their prey and ranging around his trail, trying to pick it up again. It would be a futile effort; he was an expert at hiding his reiatsu and far too fast for their circling and stumbling to be any benefit whatsoever. For a long moment, he kept his attention on them, standing still with his ears erect and muscles tense, ready to run if it proved to be a trap or deception. After a good half hour, he allowed himself to relax and incredulously noted that he'd lost them.

The big bad scary captains apparently weren't as impressive or threatening as he'd been led to believe; the reiatsu of this lot were unimpressive when compared to the crazy captain whose power had been daunting but not terrifyingly strong when compared to his own. That was both reassuring (he'd be able to handle himself if a fight broke out) and disappointing (apparently, even here, he was one of the strongest). He still had to avoid them; they were trying to kill him, after all, and he wasn't looking for a fight; but his instinctive fear was fading fast, replaced by a sort of resigned tolerance. If this was all he had to look out for, he'd be well able to protect Lilynette, no matter her chosen path.

Forced to the interior of Seireitei by the chase, Starrk found himself wandering closer and closer to Sogyoku hill, the very center of the city and the place where the rebellion had started. The closer he got, the more zanpakuto scent trails he noticed; the use of shunpo and special abilities made the trails fragmented and difficult to follow, but the sheer number was surprising - and the use of special abilities indicated high level spirits. When Starrk warily followed, he found himself led to a small forest, sheltered by the overhanging cliff of the hill above and actually winding back into the rock in some places. It wasn't big, but it was dense and he found himself feeling safe standing amongst the towering trees, more so than he had running through the open plan city. Besides, the only trails in the forest were those of zanpakuto; for some reason, it seemed the shinigami had not investigated this area. Perhaps they did not know it existed. With that in mind, the wolf spirit distanced himself from the passageways the other zanpakuto had been using and made himself comfortable reclining amongst the high branches of one of the biggest trees. With his brown, grey, and black coloring combined with the thick foliage, he was practically invisible to anyone more than a meter away. Finally feeling safe, Starrk closed his eyes and allowed himself to relax.

Author's Notes:

I'm seriously reconsidering delineating the chapters by day/night number. It was originally done on a whim because it fit fairly well last time, but this one turned out really friggin' long, at least by 'Turnabout' standards. Also, I feel that I need to say this was not the way I originally intended Starrk to meet Kenpachi, but there was an…erm…'hiccup' in the plot that brought it up. As a result, this is not the only time that Starrk will come to blows with the captain of the eleventh division….nor is it the only time he'll be launched through a wall.

Hm…what else?

Having a basic understanding of continuity would probably be useful for understanding what's going on with Rukia and Ichigo in this bit, but it's not required. Understanding of kido would probably not help because I made up most of those attacks (the ones without names. Turns out, translate programs do not manage English to Japanese very well).

The forest…I don't know what to think about the forest at the end of the chapter. Most of the second-night Seireitei-climax of the zanpakuto arc takes place in a forest that inexplicably exists in the middle of the city. Given the choice, I probably would not have included it because it doesn't make sense to me, but it's too important to the plot of the anime to leave out.

The final order of business is an alternate Jushiro-meets-Starrk scene. Several people seemed to think this took place after the Winter War – which it doesn't- but the concept inspired me to write an alternate version where that is the case: Jushiro meets a wolf-zanpakuto who he recognizes as the ex-primera expada. I don't want to post it now in order to avoid spoilers, but I'll probably post it in 'Howling at the Moon' alongside the next chapter.

I can't think of anything else…

Please let me know what you think!

Reviewer Questions:

Question: When does this take place? Is it after the Winter War or before?
Answer: I've answered this one before multiple times, but there have been a lot of questions and comments recently that make it clear I should address this issue again. The zanpakuto rebellion takes place in nebulous 'filler time' which does not technically fit into canon, but I've taken this to mean it is before the Winter War and after the discovery of arrancar. This is because Aizen, Tousen, and Gin are gone (previous event), there are no signs of damages or injuries from the war (future event), and Ichigo has some sort of grasp on his hollow abilities (though no apparent connection to the vizards yet) (current event). As such, at this point, Shunsui, Jushiro, and Starrk have never met before.

Question: Arrancar? Arrancar! Whee!
Answer: No. Starrk is no longer an arrancar. There are no arrancar involved in the rebellion. Ulquiorra will not be appearing. (Seriously, people. Why even bring him up? I've gotten multiple pms and reviews on the subject.)

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!