Another big chapter, dedicated to evolving character development. There is a jump back to modern day briefly, but the majority of the chapter is past based.

Disclaimer: I do not own Bleach.

The Beginning

"Beware whom you trust." The elder would say.

"Stuff it." He practically told him, but he knew better. Of anyone, Kuchiki Byakuya, future twenty-eighth head of the Kuchiki clan, could talk the talk. Everyone knew that he had the gift of a silver tongue. He even managed to impress the Commander General with his well versed literary documents.

"I accept the wise teachings that you offer, as the future heir to Kuchiki clan." He said it with a straight face, his eyes coolly leveling the current elder with repose. Inside he could have laughed in their face.

As soon as he became elder, things were going to change. No more of this stuffed shirt business. It was surprising the level of dishonesty between colleagues, the deceit was stifling. Everyone carried a mask to hide their true feelings; the shingami of Seireitei were no better than the Hollows they tried to protect themselves from.

Byakuya hated it.

One day, things would be better. He'd see to it.

Enrolled in the Soul Society academy as any heir to a noble house would be, he was top of the class, which he regularly attended. The teachers fawned over his capabilities in every subject; kido, hand to hand, and sword fighting were among his most talented subjects.

Surprisingly, philosophy was his worst subject. He still received an 'A' ranking, but he was hardly top in class. That spot was dedicated to a student with a basket-thing on his head. Byakuya never asked, but he figured that the hardships of that man lay tribute to his eloquent capabilities in class. That student could have the position.

"Everyone has a bad subject." The teacher, Captain Kyoraku, had told him. "Don't worry about it."

Truthfully, worry was the last thing on his mind. Now that the class was over, it was one less subject to worry about.

Truly he had other things to attend to.

Everyone in the Seireitei was used to Byakuya Kuchiki taking evening walks through Soul Society. Even though curfew for the students existed, he was never considered rowdy enough to be enforced. The guards would even greet him as he passed through the gates of the sanctuary, heading out along the river back toward Rukongai district.

Of the different sectors, Byakuya felt most comfortable in Rukongai: Sure it had its bad spots, but every town did. So it was not uncommon when he ventured through that night, draped in the cover of darkness as he silently strolled down the path.

"Oi what have we here?" a voice crowed from an alley.

Byakuya failed to acknowledge it.

"I said, Oi. Stranger." A figure emerged from the shadow.

By the looks of things, this spirit seemed to be a newcomer to the Soul Society. Apparently he did not know who it was he spoke to. Now the question rose in his mind; should he entertain the stranger, or keep walking?

Byakuya broke pace and stared coldly at the vagabond. A response was not needed.

"Dis is my territ'ry, boy." The man stated.

Honestly. It seemed that the physical world had been degrading over the last couple years, due to the derelict souls creeping in to Soul Society. Really pathetic, actually. Not that these souls didn't learn eventually, but many seemed to try and attack various students from the academy. Probably remnants of their hollow behavior.

In any case, Byakuya made no move to respond.

"Dose're some fancy hair things." The man pointed. "I think I want em."

The man broke into a run with something in his hand. A hidden weapon of some sort. No matter. Students had already mastered the art of flash step.

In a half a second, Byakuya glided behind the man, who just noticed that his potential target seemingly vanished.

Then the would-be thief's arm was kinked uncomfortably behind his back.

"I recommend that you cease." Venomous words spat at the street trash, who immediately stiffened at the sound.

With a twist, the stranger was free and just as quickly returned to the shadows.

"Hmph." The comment pressed on his lips.

Looking back to the path he traveled, his eyes fell across a tea house. He couldn't say it was completely unusual for establishments to remain open until well after dusk in Rukongai, but this particular place seemed to resonate with a quaint and pleasant atmosphere.

That, and planted in front of the building resided the most wonderfully blooming sakura tree he had ever lay eyes on.

He didn't recall ever noticing this dwelling before. Interest piqued and with no will to return to his quarters, he entered the house.

It was the best and worst thing he could have done.

"Can I help you?"

A voice that could have coerced Hell butterflies to stop floating. The Eleventh Division to stop fighting.

Byakuya Kuchiki to stop breathing.

He almost forgot the last one before she spoke again.

"Hello?"

Her black hair cascaded down her shoulders and into her eyes in an attractive yet unruly way. Deep blue eyes pierced his own and watched his every move. It seemed that being in Rukongai District number fifty had taken its toll on her personality. Those cautious eyes darted quickly, observing all patrons in the house.

Byakuya sauntered the best way he could, trying to look relaxed and cool. His reiatsu was even kept in check.

Until she asked "Don't you have a curfew?"

His temper spiked inwardly at the remark.

"You are as old as me. Curfew would go for you as well, let alone working in a small place like this."

"Me? I don't have a curfew, because I don't attend the academy." She hopped onto the counter and dangled her legs from the side. "So are you going to order something, or look dark and mysterious for the rest of the night?"

Despite himself, he felt a smile creep on his face. Certainly she didn't mean to ridicule him, the intention was not in her voice. The pleasant trade off of conversation intrigued him; this woman had both looks and wits about her.

"Sake." Was his reply.

"You do know this is a tea house?" she remarked as she pulled a bottle from under the counter and poured its contents into a cup.

"I'm not in the mood for tea."

"Simple enough." She agreed, pouring herself a small dose of the liquid. She raised her cup to his, enough to make the two containers chime together.

"To new company." She toasted.

Incidentally, he made his way back to the tea house every night afterward.

Byakuya settled on the river bank, bathed in moonlight. His midnight wandering had led him back down the road of history. Not so much changed in Soul Society; some places would evolve accommodate more souls, but the landscape would stay the same.

Here the captain mused over his hand-in-hand walk in time, faced with a past that refused to let him go. Now the gates had opened, memories fleeted back to him at an alarming rate. Resting at the riverside hardly served as such, since being barraged by visions.

It couldn't be helped.

He could never forget.

"Alright class." His voice was unusually quiet, which took some time to get used to in a room full of students. Fortunately, this particular session required a small group to teach; the lesson was too vast for a lecture hall.

"I will be assisting you this semester with training. For those of you unsure if you're in the right room, this is Zanpakuto Training, Level 200." The teacher stifled a small cough and resumed. "Most of you know me already; for those who don't, I am Ukitake Jushiro, Thirteenth squad captain. Please address me as Ukitake Taicho during class. Normally Commander General would be teaching, however some urgent matters arose and he asked me to take over. As a note, he will be making scheduled visits to check on your progression. If there aren't any questions we will be commencing."

Silence in the class suggested readiness, so Ukitake continued.

The captain stood and walked around the corner of the desk. The students sat together at a central table, large enough to accommodate the class; at the middle, a large satchel drew the attention of the group.

Whispers settled between the students of what was inside.

Drawstrings were pulled back to reveal a cascade of katana; all very plain, but well made. Ukitake walked around the class handing one to each of the students, explaining the meaning.

"You have all practiced sword fighting and trained with katana. This lesson is different only in the methodology: In this class, you will not be using these swords as weapons."

More than a few faces were dumbfounded.

"You will be training to use a zanpakuto. Right now, your zanpakuto is nothing more than an ordinary sword. Overtime, you own spiritual capabilities link you and your sword together, causing an irreplaceable bond. Soon, you won't even need this ordinary katana; your will alone will manifest a zanpakuto to your side."

The students' faces didn't change much.

"This may be overwhelming at first, the way to acquire a zanpakuto is difficult to explain but easier to show in a situational setting. Don't hesitate to ask questions."

His gaze settled over the students in class, as if speaking individually to them.

"Some of you will gain this ability quickly; others may take some time to master. Either way, learning to use a zanpakuto shouldn't be rushed. For now, we will break up into smaller groups and start the first lesson."

The extended lecture took its toll on the shinigami; fits of coughing lasted several minutes before he could regain his composure. Ukitake staved off a few of the more concerned pupils by reassuring through short breaths.

"This brings up the fact that we will have a Squad Four member during our class sessions." His breathing leveled and he resumed. "Normally a healer would be onsite as per requirements of the class, not just because of my condition." The captain managed a slight chuckle while stifling a heave in his chest. "Students, this is Yamada Hanatarou, a new recruit to Forth Squad. He's hoping to test into seat for his division at the end of the year, so feel free to use him as much as necessary."

The captain gestured to a small, almost frail looking shinigami. Wisps of dark hair fell into his eyes that he often brushed aside with the back of his hand. Despite his young age, circles around his lids indicated that he had already seen more than a few battles. Large, dark innocent eyes stared out at the class as he offered a meek salutation.

"H-hello. P-pleased to meet you all." It seemed that his strong point was not public speaking.

The students responded in kind, most acknowledging with a nod or brief greeting. Some muffled chuckles were issued at the appearance of the tiny healer, notably from Eleventh division hopefuls. Ukitake quickly picked them out in a glance, and any degrading comments suddenly ceased; the captain had a strong reiatsu for someone who suffered an illness.

"This class is pretty small, so we will break into groups of three."

Divided the partners stared at each other until further instruction was given. Ukitake ushered the groups together with ease and ample patience and announced the next orders.

"Everyone, I would like you to introduce yourselves to your partners. They will be your aid in attaining a working zanpakuto. Treat each other with the utmost respect."

Byakuya finally turned his attention outwards from the lecture to view the newly assigned comrades. One had surprisingly silver hair and smiled constantly, the other had rather plain features.

Byakuya disliked group projects.

"I know you." Piped up the charismatic student of the two. "You're Kuchiki Byakuya, future captain of Squad Six, correct?"

The pupil had an odd accent that he couldn't quite describe. Somehow his grin maintained its presence at all times, even so that his eyes could barely be seen.

"Yes." Byakuya confirmed.

Now it was the other's turn. "How did you know he's going to be captain?" Apparently he did not pick up on visual cues easily.

"His father is captain; he's a noble, which makes him the next in line." Coolly spoken, as if he mastered the background of every student before joining a class.

"Oh." Regaining his train of thought, he turned to the well read student. "Then who are you?"

With a small flourish, bowing lightly in his seat, he announced as if on call. "I am Ichimaru Gin. A pleasure to meet you both."

Though squinting, Byakuya could see the man's eyes dart back and forth suspiciously between the two men. There was no room to wonder why, Byakuya personally didn't care. Instead his focus turned to the other student. "You are?"

"Nakata Hitoshi" he replied with slight hesitation. Apparently Ichimaru left an uncomfortable impression on the pupil.

"Hm." Gin placed his thumb and index finger on his chin. "Never heard of you." He responded after a moment of thought. That smile never left his visage. "I'm sure that we'll become good friends." He nodded to accentuate the remark. It even started to unnerve Byakuya.

Ukitake stepped up to their group and dispensed a rather thick packet to each of the students. "Everything that we talk about during class is available in this document. I expect you all to hold onto it for future reference." His gaze stopped as it reached Byakuya. "Kuchiki-san, I would like to speak with you after today's lecture."

"Hai, Taicho." Byakuya always showed respect toward his elders.

"Lesson one consists of connecting with your reiatsu. I'm sure that all of you have done so and know how to manipulate it. Kido uses basically the same technique, although you will not project the force from your body. The trick is letting build in you, like the flowing river behind a dam. I will demonstrate first, those of you who would like to try will proceed after me." A slight exhale from the captain as he prevented another coughing spasm, and he centered himself in front of the students, closing his eyes.

Many of the shinigami in the classroom came to a realization then, for no matter how weak a death god may seem, there was no direct correlation with their spiritual power at all. As Captain Ukitake's reiatsu increased, the zanpakuto at his side began to resonate with a mutual force of its own. A haze of flickering spiritual energy rose around Ukitake, bathing him in a gentle blue light.

Then the reiatsu gradually decreased, resuming its usually low level as the particles of energy dispersed from the captain's body. His eyes flicked open again abruptly as he brought a kerchief to his face and dispensed a fit of bronchial outburst into the cloth. Looking suddenly drained in pallor and strength, the ill captain slumped heavily into the chair. When Hanatarou rushed to his side for assistance, Ukitake did not refuse.

It would be a few more minutes before the class would resume, noting the bloodied napkin at the captain's side. Students were left to contemplate the sight they just beheld.

Going to Soul Society Academy usually entailed children who were raised in noble or privileged families who did not have experience in shinigami activity. Usually people who lived outside Seireitei would come to learn of Soul Reaper powers on their own through territorial warfare: However these students learned about their heritage through constructed classes approved by the academy.

While most had enough experience with reiatsu, few witnessed the calling of a zanpakuto at this stage of education. As Ukitake regained his color, he motioned for students willing to participate in their own reiatsu manipulation: There was hardly any surprise that everyone in the room expressed interest to try.

On this first day, it was safe to say that no one succeeded on their primary attempt. Ukitake was proud that more than one pupil attained a light tingling sensation, a good indication of progression. Even some of the eleventh squad hopefuls managed a decent reiatsu build, though a few ended in tragedy of burnt clothes. One student was trying so hard to emit a decent current that his eyes crossed and his face turned red before passing out cold. All and all a decent class though, the captain thought.

Lastly was Kuchiki Byakuya. He watched in silence as the other students bickered over who would go first and next sequentially, but to him it did not matter. Quietly he waited as the room cleared until Ukitake called him forward.

A master of all subjects up to this point, Byakuya was confident that his talents would lend him strength during this initial test. Kido felt like child's play; he almost could command high level spells without chanting. How could controlling reiatsu be any different?

Inhaling deeply, the reiatsu increased, flowing around and through him in that strange blue cast that the captain had also immersed in. Byakuya could feel the particles ebb and flow, entwined with his spiritual entity. Then he let them disperse like the teacher had done, feathering out into the room from whence they came.

At first the captain seemed very pleased with this outcome; then a frown outlined his face that quickly disappeared as soon as it surfaced. What did that mean?

"Very good, Kuchiki-san." Ukitake commented. "Now that everyone has had a chance, we'll dismiss for today. Class will resume tomorrow."

Students meandered out of the class, Byakuya did not move from his spot. Hanatarou removed the healing barrier that he constructed for Ukitake to alleviate his illness, and his help did not go unthanked.

Though illness plagued Captain Ukitake, the infection did not alter his personality. Byakuya found a deep respect for this man; the one who was only weak in his physical body. Strength could be found in the least likely of places, he concluded.

"Thank you, Kuchiki, for staying behind. I meant to ask something of you."

"Hai, Taicho." He did not have to feign respect for this one.

"I need you to keep an eye on those two assigned to your group. They have a habit of…misbehaving to say the least."

"Hai, Taicho."

"Another thing I would like to talk to you about, if you are not in a hurry."

Byakuya waited.

"…Maybe it's not wise to mention, but I noticed it in your performance just now. Something about your spiritual pressure."

"Hm?" his brow twitched.

"Your reiatsu control is brilliant, best I've seen in any student on their first day."

There was usually a 'but' in these type of remarks.

"But your reiatsu didn't connect with your zanpakuto."

If Byakuya was struck dumbfounded he did not express it.

"I know that this is our first session, and should cause no reason for alarm, however I have taught enough students to know that you will need to train hard to accomplish closing the gap between you and your zanpakuto."

A small smile escaped from the captain's lip as he gazed upon Byakuya. They acknowledged their departure and left from opposite sides of the room.

"You shouldn't push yourself so hard, old friend." a friendly voice called from an adjoining hall.

"I know, but they are a talented group." Ukitake shrugged, smiling at the approaching figure.

"Yes, but I can't help but be concerned, Jushiro." It continued. "Maybe I could substitute for you to alleviate the strain."

"Thank you, Aizen-san. I appreciate your concern and welcome your help. I want to do as much as I can for these kids; they may be future captains someday. The future of Soul Society could rest solely in their hands."

"I understand completely my friend." He slapped a hand on Ukitake's shoulder and smiled. "They are all very important, indeed."

I did a lot of reasearch to put this chapter together; I tried my very best to see that this could occur in the actual Bleach storyline. Also, I try to keep characters IC. Since this takes place in the past, I have to contend with what happens to make the Bleach characters act like they do in present time.