A/N: Ok, so a little more plot filler (and yes, dark and depressing) before it gets back to pairings/relationship stuff which is much more fun to write. Special thanks to all reviews and critiques for grammar, spelling, honorifics, etc. are always welcome!

Warnings: Major character death but not graphic.

Disclaimer: I own nothing that is Bleach nor do I profit from my admiration

Timeline: This is the captain's meeting mentioned in Ch. 3 at the Bar. Occurs one day before Hitsugaya's team goes to the real world (when Renji was ordered to go fight Ikkaku)

Chapter 6: Changing of the Guard

To say the meeting wasn't going well was an understatement. Hisagi's revelation that Grimmjow had delivered Kuchiki's things had rocked the remaining captains. In typical Hisagi fashion, his report had been succinct and impassive, as if he had been giving the delivery times of the Seireitei news.

Looking across the small divide at SoiFon, Retsu, Shunsui and Hitsugaya, Ukitake had a sense of déjà vu as the lone captain standing on the odd side of the lineup. He felt the absence of Rose, Shinji, Love, and Kensei more acutely now than he had one hundred years ago, back when there was more joking, less animosity, and the Captain of the sixth division was actually approachable.

"For now, this information will not leave this room as it is unverified and the source suspect. Urahara is recovering and as he has been useful up until now but we will continue to work independent of him and the vizards on all major issues before dealing with that unfinished business." Yamamoto banged his staff authoritatively.

Hisagi started at the suspicions lingering in Yamamoto's statement but wisely kept quiet.

Seeing Shunsui give him the look under the brim of his hat, Jushiro sighed, taking a moment to assemble a defense.

"We survived the last battle because the vizards helped Ichigo and Urahara has been mentoring him this entire time. There's no love lost between them and us, but that isn't their fault. In this case, the enemy of our enemy is our friend, sensei." Ukitake hated challenging Yamamoto, but the old man had made mistakes before by disregarding counsel.

SoiFon looked angry but thankfully remained quiet. Only Shunsui would really speak up if he chose to, and that usually consisted of him prompting Jushiro to speak what they both thought.

"Ukitake, as it has been painfully clear, we cannot afford to misplace our trust again. The exiled have their own agenda and we would be foolish to believe it coincides with ours. We will continue our own plans independent of them except in extreme circumstances." Yamamoto's voice had picked up an edge of irritation.

Trying one more time, Jushiro resented the position he had been put in but plowed ahead nonetheless.

"Sensei, we cannot know their agenda if we do not communicate with them and relay information. We still have some ties and are making new ones. It would be folly to stubbornly forge ahead on our own because of something mishandled in the past." Jushiro hadn't realized he was angry until the words were out. Aizen had revealed the deep divisions in Seireitei and had effectively turned order upside down by executing Central 46 and exposing Yamamoto's obstinate will.

The room was filled with silence. Hitsugaya and SoiFon looked shocked at Jushiro's forwardness, Retsu was gazing intently at Yamamoto and Shunsui was hiding a smile under his hat. Hisagi was all but forgotten.

"Dismissed. Jushiro stay behind." Yamamoto's voice was calm but brooked no argument.

After everyone had filed out silently, Yamamoto stood up and walked to his private office. Jushiro followed slowly, wondering if he should prepare himself for an attack. He was surprised to see the Soutaichou sitting comfortably behind his desk. Sasakibe was already pouring tea and indicated for Jushiro to sit in front of Yamamoto.

"Jushiro, I don't like being challenged by or in front of subordinates."

"I'm sorry sensei, it was not my intent to offend, but without Central 46 or the other captains, I felt it necessary to speak my concerns."

"Do you presume yourself equal to Central 46?" Yamamoto's voice had taken on a peculiar tone that sent Jushiro's stomach plummeting.

"No, of course not. I simply thought it best to offer my opinion, especially if it conflicted with yours. I do not challenge your authority to rule, I merely offer counterpoint in strategizing." Jushiro carefully sipped his tea while keeping his gaze locked on the Soutaichou.

"Tell me Jushiro, why is it that you spoke when none of the others did so?"

Jushiro wasn't sure where the conversation was heading and he felt like he was back in his academy days, getting lectured for something trivial.

"I don't presume to know why the other captains kept their silence."

"Stop dodging me, you sound like Shunsui. I know you spoke for him as well." Yamamoto's eyes opened as he leaned forward to scowl at his former student for a minute before he sat back and retained his previous posture.

"Shunsui feels the same way I do. He believed early on that I was more effective in getting people to listen and work together than he was. As for Retsu and SoiFon, both women are formidable and it'd be folly to underestimate their abilities or intellect. However they exist in the microcosms of their divisions and direct duties. Hitsugaya is keen and very adroit, but still young enough to hold back unless directly addressed."

Jushiro waited patiently for Yamamoto to get to the real issue and knew he'd have a lot to tell Shunsui if he survived this meeting.

"Two final questions. First, is there any present captain or lieutenant that you believe should not be in their position, and second, who out of everyone is the most capable in their abilities?"

Jushiro's brows furrowed as he contemplated Yamamoto's questions, setting aside his surprise in order to give a clear answer. He knew that there were captains' positions to fill but he thought doing so now prior to the final battles would be unwise and possibly redundant depending on who would survive.

"Sensei, I don't believe Hinamori fukutaichou will fully recover and I am unsure of Kusajishi Yachiru. Of all the captains most capable, Shunsui would be first, followed by Hitsugaya when he matures fully. Of everyone past and present, Urahara Kisuke."

Jushiro's nomination of Urahara was said almost defiantly, as he waited for Yamamoto's angry reiatsu to beat him down.

Instead, Yamamoto merely studied him through slitted eyes, occasionally sipping his tea and humming lightly to himself. It was creeping Jushiro out a little bit.

"And yourself, where do you fall in the spectrum."

"I have let down my division and subordinates in numerous ways. If I am capable of anything, it is of surviving all these years without mantle of nobility, prodigal skills, or strength of flesh. I am meant to serve others."

Jushiro felt the hairs on the back of his neck start to rise as Yamamoto continued to study him across the desk. Trying not to squirm, he pulled his reiatsu around him like a comforting cloak and settled his mind, waiting for Yamamoto to break the silence.

"Very well. I will send a team led by Hitsugaya to converse with Urahara tomorrow. I want the same team that went before to go and I assume Hisagi fukutaichou will go with him as well as Sarugaki. I hear she has been making a lot of trouble during her stay." Yamamoto actually smiled slightly. Hiyori's tantrums were legendary.

"Jushiro, in the coming months, don't always rely on Shunsui before you speak up and make decisions. He is merely the catalyst, and he is content to be so. Dismissed."

*******

Jushiro headed back to his division slowly, replaying the conversation with Yamamoto over in his head, trying to figure out what the point of it was. As he approached the gate, he saw Renji standing and waiting for him, a scowl on his face.

"Abarai, how are you?" He asked tiredly, shelving the issues from earlier to a back corner in his mind.

"Ukitake-taichou, I did as you asked and went to find Ikkaku. Seems I have improved…uh…" The red head rubbed the back of his neck, trying to cover the awkwardness that suddenly overtook him.

"He didn't get a hit in, and I had him within the first five minutes. So…uh, thanks…for helpin' me. I'm sorry I got mad earlier."

Jushiro smiled at the young fukutaichou who had such a hard time saying thanks and apologizing at the same time.

"Very good Abarai-fukutaichou. I am happy to help any time we are both free."

Renji looked up at the white haired captain and flashed a bright, confident smile.

"Thanks, Ukitake-taichou."

Jushiro watched the lieutenant walk away, his back straight and a swagger in his step. It hit him that he enjoyed teaching new recruits and training subordinates. He assumed his poor health had forced him into the sideline role of advisor, but he found that he didn't mind it. It wasn't always the strongest physically who prevailed.

*******

The next morning was clear and bright. It wasn't quite cold enough to see your breath, but it was refreshingly crisp and it wouldn't be long before the ground would be kissed with the first frost of winter.

Shunsui carefully made his way through the division grounds until he knocked lightly at his old friend's office door. Without waiting for a response, he slid the door open and meandered into the room.

"Up before noon, what's the occasion?" Jushiro had slept well the night before and was in high spirits. He'd also had a huge breakfast thanks to his erstwhile third seats and their endless competition to outdo each other in everything.

"Hitsugaya's team left already." Shunsui glanced around the office before he sat down on the couch, sighing heavily.

Jushiro quirked an eyebrow at his friend's morose attitude. Setting down his brush, he waited patiently to find the source of Shunsui's frustration.

"Glad you're still alive. Yama-jii wasn't too mad I take it." Shunsui's eyes were closed and he had sprawled across the couch.

"Shunsui, I hope you didn't come here just to nap. In which case, you should have just stayed in bed." Jushiro's soft chuckle softened his admonition as he resumed working on his paperwork.

"Don't fuss. I just have a bad feeling today. Indulge me." Shunsui smiled under his hat but secretly he was worried. Something felt off, and Yama-jii's odd meeting with Jushiro the day before had only served to confirm his unease.

He didn't think it was wise to send Hitsugaya's team to the world of the living when their forces were so depleted. Hisagi's report bothered him more than he wanted to admit, and for all his exasperation with the trappings of nobility, the surrender of Kuchiki's things undermined his confidence that both Kuchikis were still alive. Glancing at his friend who was filling out reports with more enthusiasm than even Nanao, Shunsui wondered again what he and Yama-jii had talked about.

Suddenly he felt Jushiro's reiatsu spike right before he felt additional reiatsu, though it was far away. In an instant, the big captain was up, his hand on his zanpakuto.

"Ju-"

"Yes, I felt it….though I don't know where it came from or went. It's just gone." The white haired captain was standing tensely, looking out the window. "It…it felt like.."

"I know. Let's go see Yama-jii. The others will probably be there already."

The two captains flew across the rooftops towards the first division. Below them they could see some of the divisions in confusion but there were no signs of an actual attack. Iba emerged beside them, tense and uncertain.

"What's going on, that felt like Ichi-Ichimaru. How the hell is that possible?"

"We're going to find out. Iba-san, collect your division and put them on alert. If Ichimaru is here, there will most likely be others. Please alert the other divisions without captains as well, we'll send word as soon as we find out what's going on." Ukitake said grimly.

Iba nodded and immediately left for his division, efficiently and without hesitation.

"I hope Yama-jii has a plan. How much do you think is just coincidence that Gin show's up right after Hitsugaya's team left?" Shunsui felt little consolation that his earlier feelings of unease were proven prophetic.

"Considering it's Aizen behind everything, I would say little to none. Dammit Shunsui. I pushed Sensei to open talks with Urahara, he wouldn't have sent Hitsugaya if I had kept my mouth shut!" Jushiro's voice was tight with reproach and anguish.

"It's done, let's focus on what we do next. You know as well as I do Yama-jii doesn't really consider our counsel when he makes decisions. Chances are he had already decided to send Hitsugaya before you said anything."

They were in front of the first division but there were no signs of the usual guards. Pushing open the gates they walked into the main hall where they usually held their meetings only to find Sasakibe sprawled on the floor, bleeding profusely from a gaping wound through his chest.

"Shoot 'em dead, Shinso."

Whirling, they felt Ichimaru's reiatsu flare behind them in the doorway. Shunsui jumped outside of Shinso's path but Ukitake pulled out his zanpakuto to block, not having enough time to release his shikai and knowing Shinso would pierce Sasakibe behind him if he dodged. Gin was a master at collateral damage. In its released state, Shinso easily cracked Sogyo no Kotowari, causing Jushiro to fall backwards over Sasakibe's gasping form. Tossing a communicator towards Sasakibe, Gin gave a casual salute before he retracted Shinso and disappeared.

"Jushiro!" Shunsui ran to his friend now covered in blood. He wasn't sure if it was his own or the dying lieutenant's.

"Get to the Fourth!" Sasakibe choked out, his lungs already full of blood.

"It's nothing, I'm not hurt." Jushiro quickly began chanting the beginnings of a healing spell over the lieutenant.

"No! He's attacking Fourth! Where's SoiFon Taichou?" Sasakibe gargled breaths became more and more labored as he struggled to maintain consciousness.

"Dammit! Unohana just flared…Yama-jii is fighting!" Shunsui knelt beside Sasakibe, adding his reiatsu to help Jushiro's spell. They struggled for a few minutes, breaking concentration when they felt Aizen's reiatsu suddenly flare up against Yamamoto.

Sasakibe looked up at Jushiro, understanding and strength in his eyes. "Go."

"Yama-jii doesn't need us, just hold on." Shunsui gritted out as he poured more reiatsu into the spell.

"Shunsui. We need to move, we can't help him anymore." Jushiro sat up, resting a hand on Sasakibe's shoulder for a moment before standing up, brows furrowed. Without looking to see if Shunsui was following, he shunpo'd out the door, mentally listing the known facts. Gin had attacked Sasakibe. The guards were gone. Yamamoto was gone. Gin had stayed behind long enough to attack them. The Fourth was being targeted.

"Shunsui, Gin stayed behind to distract us, knowing that the captains would show up when they felt his initial reiatsu."

"Hmmm. It makes sense that Fourth would be attacked, they already have Kotetsu-san and taking out our healers is tactically sound. But Retsu is more than capable of defending against Aizen, I'm not sure why he would feel so confident going against her."

"Shunsui…what about sensei?" Damn Aizen's zanpakuto. The only person truly able to defeat Aizen was Ichigo. And Unohana's reiatsu just snuffed out.

Arriving at the fourth division, Jushiro's heart sank. Bodies were strewn everywhere, some still burning, others valiantly attempting to work on survivors.

"Ukitake!" SoiFon appeared and led them to the burnt courtyard where a bunch of shinigami had gathered around a body covered with a fine silk sheet.

"No, please no." Ukitake murmured as he knelt down next to the body, gently grasping the delicate hand that was unprotected by the sheet. Feeling Shunsui beside him, they both knelt in silence a few moments for the beautiful shinigami that had survived with them all these years.

"Witnesses said they saw Soutaichou attack Unohana Taichou. There are traces of Aizen. We're not sure how he was able to get to the Fourth undetected, but obviously Unohana would not have attacked him on sight. That was most likely her downfall." Siphon's cold briefing was an unwelcome but necessary intrusion.

"Where is Yama-jii now? What happened to Aizen?" Tears were openly running down the Shunsui's face. Anyone's passing was something to be mourned, but the loss of this graceful woman he had respected and admired was by far the most profound of his long life.

"When Aizen dropped the illusion, allowing Soutaichou realize he cut down Retsu, he went after Aizen. We're unsure of where they are exactly, their reiatsu is being suppressed." SoiFon's voice lost its edge, sounding tired and…mournful.

Ukitake gently released the cold hand of his former friend and stood up, surveying the small crowd that stood around them. Recognizing a small shinigami that looked tired but otherwise unhurt he motioned him forward.

"Hanataro-san, please go to first division and help Sasakibe-fukutaichou. I'm afraid he may be fatally wounded." The small shinigami nodded and took off.

Turning to SoiFon, he saw her watching him expectantly. She was a mess, her one arm clutched tightly to her side. "Please get yourself healed. Then gather remaining forces and meet at First Division."

Gazing at the rest of the frightened crowd, his conversation with Yamamoto the day before suddenly made sense. Sensei had known this would happen and he had wanted to be sure of Jushiro before he left them. Unfortunately, that did little to help reassure Jushiro in the current situation.

"Save who you can, don't waste energy on those that you can't. Iemura-san, you are acting lieutenant. Direct any other lieutenants who may come here to the first division. Stay on alert, don't engage if you see the enemy." His voice sounded strange to him, too detached and cold after the loss of a friend and the near destruction of the fourth division, but Jushiro pushed the errant observation aside.

"Shunsui, we need to find Yamamoto." Jushiro looked at his friend worriedly. He hadn't left Unohana's body.

"Sokyoku. That's where they are. Can't you feel it?" Shunsui slowly stood up, his broad shoulders heavy.

Vaguely, he could feel them, along with at one Espada and Gin, though Gin felt strange.

Looking at his friend, he waited for the big man to compose himself as he slowly took off his pink kimono and laid it on top of Unohana's body. When he turned around, his eyes were anguished but clear and dry.

Wordlessly, they shunpo'd to Sokyoku hill where they saw Yamamoto battling Gin and the Cero Espada. All that was recognizable of the former captain was his silvery, lavender hair and the singsong voice that sounded synthesized. His face was covered by a hollow mask that vaguely looked like the theater masks that represented comedy and tragedy. One half of his face was pulled into a devilish grin, much like the one he always wore, and the other half of his face was pulled down into a grimace that also slitted his eye. The mask was jarring in its accuracy and its creepiness.

"Kami…Gin's a vizard." Jushiro suppressed the dread creeping up his spine as he realized why Gin's reiatsu had felt so off earlier. Gin attacked Yamamoto but was deflected. In doing so, he was pushed into the range of the Espada's heavy fists. Gin's superior speed allowed him to maneuver Yamamoto towards the slower but stronger brute Yammy. Ryujin Jakka seemed to have little effect on Yammy's hierro in his released form.

Jushiro heard Shunsui releasing his zanpakuto and shook himself out of his daze to do the same. He could feel Aizen's reiatsu but was unable to completely pinpoint its location. Seeing Shunsui to his right, they simultaneously attacked Gin, being more familiar with his zanpakuto and leaving Yammy for Yamamoto.

Blocking and parrying, they worked in tandem as a perfect team. First Shunsui would go in, taking the brunt of Gin's block and leaving the faster Jushiro to slip in under Gin's counter attack. However, Gin was able to counter every move and they were fast realizing that they would have to change up their strategy. Distancing themselves, Shunsui wiped blood off his brow from a cut above his left eye, a few shallow gashes littering up his arms. Jushiro had numerous nicks and cuts that were beginning to burn, but nothing deep.

"How is he countering everything…he's never really seen us fight before has he?" Shunsui asked thoughtfully as they regarded Gin across the space as they took time to breathe.

"I don't know, I don't remember much about Gin's abilities other than he is very fluid and does not hesitate. Regardless, I did not think he would be so well matched against both of us." Jushiro frowned. Something was nagging him in the back of his mind but he didn't have time to analyze it. Gin charged right as they felt Yammy go down.

They backed off a little as they waited for Yamamoto to join them in the attack. Wordlessly, Yamamoto met Gin's attack head on, releasing Ryujin Jakka in a massive explosion. Following quickly behind, Shunsui moved in on the right and high as Jushiro delayed an instant before coming in to the left and low, their blades sinking into flesh with satisfying force. Pulling out their zanpakuto, they jumped back to stand by Yamamoto as they waited for the smoke from Ryujin Jakka to clear.

"Ah, you didn't think it'd be that easy did ya?"

That voice raised the hairs on the back of Jushiro's neck. Turning with dread, they saw Gin standing where they had last seen Yamamoto, slightly in front of Aizen and an unharmed Yammy.

"Kami…" Jushiro swiftly looked back to the body they had just cut down while Shunsui swore softly.

"No, only Aizen. Did you think you were above my zanpakuto? I told you, you are too arrogant Ukitake. You all played your roles beautifully and I thank you for that. Yamamoto never expected his protégés to defeat him."

"How…Retsu! Yama-jii!" Shunsui sagged as realization hit him hard.

"Illusions. You drew out Sensei to the Fourth, leaving Gin to attack Sasakibe. You got Retsu to attack Yamamoto and he to attack her by making them think the other was you. And here, you knew we would attack Gin over Yammy. We were never fighting Gin, it was always Sensei! That's why he was able to anticipate all of our moves; he was the one who taught them to us." Jushiro's outrage almost overcame his horror at cutting down Yamamoto. Almost.

Vaguely, he felt the Senkeimon opening and felt the frantic and angry reiatsu of Hitsugaya and the others returning.

Aizen closed his eyes and breathed in deeply as Gin opened a garganta. "No, I do not miss Seireitei. Until next time, learn your place Ukitake."

Ignoring the retreating enemy, Jushiro quickly went to Yamamoto's broken body. He gently cradled the old man's head in his lap, grimly assessing his massive injuries.

"Shunsui! Help me get him back to first division." He quickly stamped down the upwelling of despair that threatened to overtake him as he realized the fourth division was in shambles and the two best healers were gone.

"Jushiro, we killed him." The big man didn't move.

"Not yet we haven't, but he will die if we don't do something fast. Aizen never counted on us killing Yamamoto, just that we wouldn't be able to heal him. That's why he took out Retsu. Dammit, don't give up yet." Jushiro gathered the old man up, pulling one arm over his shoulder as Shunsui slowly positioned himself on the other side. Together they moved as fast as they could back to the first division. Because of his massive injuries, they didn't dare use shunpo, fearing that the fast movement would exacerbate the bleeding and internal damage.

As they approached the first division, they saw the returning party waiting with SoiFon and the remaining lieutenants, shock and confusion on their faces.

Jushiro's face was set in stone and Shunsui's was stoic but wet with tears. Silently, they walked past the other captains and lieutenants into the meeting hall where they gently laid Yamamoto down, Jushiro laying his haori over the grizzled and scarred body.

Nearby, Hanataro was still working on Sasakibe but started at the sight of the Soutaichou's still body. Moving to go to Yamamoto, Jushiro merely shook his head and waved the boy back.

Standing in front, the white haired captain slowly looked at the remaining officers.

"We've been attacked. Aizen used his zanpakuto's ability of total hypnosis to provoke Unohana taichou and Soutaichou to attack each other. Unohana taichou was cut down." Jushiro's voice hitched slightly and he paused a moment before continuing.

"The fourth division has been nearly destroyed. Iemura-san is acting fukutaichou for now. Aizen drew out the Soutaichou to Sokyoku hill where he engaged against the Cero Espada and a hollowfied Ichimaru." Again, Jushiro paused as he heard gasps of disbelief.

"Kyouraku taichou and I arrived at the scene and proceeded to attack who we thought to be Ichimaru while leaving who we thought to be the Soutaichou to fight against the Espada. However, we were gravely mistaken. Who we thought was Ichimaru was another of Aizen's illusions and we ended up attacking the Soutaichou. The real Ichimaru, appearing as Yamamoto aided us in our attack and the Soutaichou was cut down by our own blades. He died as we brought him back here."

Exhaling, Jushiro struggled to suppress a cough and barely succeeded. He was exhausted and a dull ache was growing in his chest. Looking around he could see that most of what he said hadn't fully registered and that things were barely being held together. The day had started off so innocently and now was possibly the worst day of Seireitei's existence. Suddenly he saw Shunsui stiffen next to him, his eyes going wide.

"Hitsugaya taichou, where's the rest of your team?"

Sensei. I can't do this without you.

Preview Ch. 7: Hueco Mundo - Gin/Ran reunion, more Rukia memories, Mayuri's experiments on Zaraki and Byakuya (won't be as difficult as ch. 4) and the offensive into Hueco Mundo