Desperate Struggle!? Byakuya's Troubled Memories
Kanji 絶体絶命!?記憶を挟まれた白哉
Romanji Zettai zetsumei!? Kioku o hasamareta Byakuya
Episode Number 364
Manga Chapters Chapter 468, Chapter 469, Chapter 470, Chapter 471, Chapter 472
Arc The Lost Substitute Shinigami arc
Previous Episode Fierce Fight! Shinigami vs. XCUTION!
Next Episode Ichigo vs. Ginjō! The Secret of the Substitute Badge
Japanese March 13, 2012
English October 19, 2014
Theme Music
Opening Harukaze
Ending MASK
Episode 364 Screenshots

Desperate Struggle!? Byakuya's Troubled Memories is the three hundred and sixty-fourth episode of the Bleach anime.



Byakuya and Tsukishima stare down one another.

Both Byakuya Kuchiki and Shūkurō Tsukishima continue to stare down one another, both reluctant to engage the other directly. Byakuya asks what is wrong, reminding Tsukishima that from that distance, his blade wouldn't be able to reach him. Tsukishima doesn't respond angrily to the taunt, but reminds Byakuya that he is also avoiding coming to close to him in case he enters Tsukishima's range of attack. He then swings his blade and accurately slices a leaf floating lightly in the air. He asks Byakuya if he thinks his actions are meaningful, asking again as he drags his blade along the ground. Byakuya maintains that he doesn't believe he should find the actions meaningful before releasing Senbonzakura.


Moe stubbornly grabs Ikkaku.

Following his fight with Moe Shishigawara, Ikkaku Madarame is seen staring at the moon until the injured Fullbringer crawls up to him and grabs on to the bottom of his robes. Ikkaku looks down, commenting on Moe's courage as he kicks his hand away. Moe latches on once more, gasping as he insists that their battle isn't over. Ikkaku kicks him away once more, telling him to stop the pointless goal to only lose through death. Moe disagrees, maintaining that he is willing to sacrifice his life for Tsukishima. Ikkaku asks him if the latter Fullbringer is really worth such a cause and Moe upholds that he is and that he would die for somebody so strong.


Ikkaku berates Moe about his ideals.

Ikkaku corrects himself, asking whether Tsukishima would die for Moe as well. The Fullbringer doesn't agree that this matters, which Ikkaku berates him for. The Shinigami insists that risking one's life for another should only be done on equal terms, regardless of one's strength or superior position, deeming such a worthless cause to be one belonging to a child. Ikkaku asks him again whether if he died for his boss, would Tsukishima risk his life in turn to avenge his sacrifice.


Moe overhears Kūgo and Tsukishima.

Moe appears shocked, and thinks back to the time that Kūgo Ginjō gave the rest of the members of Xcution a portion of Ichigo Kurosaki's powers. Then, Tsukishima had approached Kūgo and asked whether or not he was going to give Moe some of the powers. Kūgo thought the idea to be troublesome and ordered Tsukishima to kill Moe once the battle was over. Tsukishima had sighed at this, insisting he had thought Moe and his ability to be interesting. Moe had overheard the whole thing and the memory of it makes him sigh in a defeated fashion. Ikkaku tells Moe that if he is still willing to die for Tsukishima, then he should come at him and Ikkaku can kill him with no regrets.


Byakuya evades the trap set by Tsukishima.

Back at their battle, Byakuya is advancing on Tsukishima, who is crouched on the ground as his opponent claims that Tsukishima cannot get anywhere near him in order to cut him and use his abilities. Suddenly, the ground from beneath Byakuya breaks apart and some of it elevates as Tsukishima smirks whilst the captain leaps backwards. Tsukishima explains it was a trap he'd previously set long ago. He reminds Byakuya of the time he had previously cut the ground with his blade and the captain realizes that Tsukishima's Book of the End works on inanimate objects as well as on the living.


Tsukishima cuts Byakuya.

Tsukishima stares at the Shinigami, adamant that he never said that his abilities didn't work on inanimate objects. Byakuya attacks with the many blades of his Zanpakutō, but Tsukishima easily stops him, admitting that he has now inserted himself into the past of Senbonzakura as well and that the blades will never cut him again. He maintains that by now, he has seen Byakuya's techniques so many times he knows them well and they bore him. This momentarily stuns the captain enough to allow for Tsukishima to swiftly slash down his front. Byakuya swings to counter, but the Fullbringer nimbly avoids the attack, landing a safe distance away.


Senbonzakura's Hurtless Area.

Tsukishima elaborates that his moment of hesitation sealed Byakuya's fate and that he had been wondering how Tsukishima had known about his blades Safe Zone. Tsukishima explains that he knows of the 85 cm surrounding Byakuya that protects him from his own blades. He also elaborates that once a person is within that area, they are completely immune to attack from Senbonzakura and that the technique is also present in Byakuya's Bankai. Tsukishima claims that the safe zone is the only weakness that exists within Senbonzakura's capabilities. Tsukishima thus states that in order to battle against Senbonzakura, the opponent must advance rather than retreat to avoid the blades. He further adds that it is impossible to fight Senbonzakura without the knowledge of its weakness, which is why Byakuya has told so few people about it.


Tsukishima taunts Byakuya.

Byakuya wonders how Tsukishima learned his weakness from fighting him so many times. He glances at his Zanpakutō and asks Tsukishima who told him the term Safe Zone and Tsukishima confirms that Byakuya himself told him this information. Tsukishima then reminds him that he had just cut him and thus has inserted himself in his past. He then invites Byakuya to try and attack him, insisting none of his attacks would affect him. Byakuya wonders if both Senkai and Gōkei are nullified, but Tsukishima confirms that they are, with even Shūkei: Hakuteiken being disabled against him.


Rukia hugging the large stuffed animal.

In the meantime, Rukia Kuchiki is still struggling to find Riruka Dokugamine in their confrontation. A large stuffed animal toy knocks her over, and loving stuffed toys, the Shinigami doesn't know what creature the stuffed animal is supposed to be, but true to her usual self, she can't bear to attack it since she feels it is too cute to attack. Instead she hugs the stuffed toy, allowing it to lie on top of her as she cuddles it uncontrollably.


Rukia slashes the wardrobe.

Taking advantage of Rukia's distraction with the toy, Riruka comes out of hiding, whilst wielding her Love Gun. She points the weapon at Rukia and pulls the trigger, unleashing a feminine wardrobe that flies towards her opponent. Rukia draws her Zanpakutō and slices through the wardrobe before it causes any damage. Riruka yells at her for cutting through a cute object, but Rukia denies that wardrobes are cute.


Rukia shatters Riruka's attack.

Rukia brings the conversation back to their battle, and comments on Riruka finally coming out of hiding. Riruka smirks and asks whether she is now relieved to be able to kill her now, but Rukia denies the charges stating that it is a Shinigami's duty to protect humans. Since Riruka is a human, Rukia states that she has no intention of trying to kill her. The knowledge of this enrages Riruka, who begins to yell that Rukia thinks she can defeat her in a fight and that she hadn't read between the lines. To prove her power, she shoots her Love Gun at Rukia again declaring her opponent to be full of herself. When Rukia evades the attack, Riruka states that she is cocky, injecting the rest of her ammunition into her Love Gun before firing it at Rukia again. The Shinigami unleashes Sode no Shirayuki and easily freezes and shatters the green liquid that moves to consume her.


Rukia is tagged with Riruka's pass.

With the slabs of ice falling around her, Rukia tells Riruka that no matter how much she increases her power, she would never be a match for the Shinigami, so requests that she gives up, since she has no intention of hurting an ordinary human. This comment angers Riruka greatly who asserts that Fullbringers are not ordinary humans in anyway. She then aims the Love Gun at Rukia and hits her with an Addiction Shot, with the pass landing on Rukia's arm. The confused Shinigami is then permitted to enter the small stuffed animal Riruka is holding in her hand.


Rukia lands inside her stuffed animal.

Rukia is pulled into the pink stuffed toy and lands in front of her Zanpakutō, leaving her puzzled about what has happened to her. Riruka stands above her, calling her cute and mocking her current predicament, being unable to hold her Zanpakutō in her present form. Riruka then tries to pick her up, but Rukia dodges her attempts to do so before fleeing from her opponent. Riruka pursues her, calling her a Tiny Devil, so Rukia reminds her that she is a stuffed rabbit. The two then argue over what type of animal the stuffed animal is before Rukia goads Riruka for not being able to catch a stuffed animal.


Rukia's attack explodes inside the stuffed toy.

In response, Riruka uses Bringer Light to get catch up to Rukia's fleeing stuffed animal. Riruka then moves to stand on her, but it is revealed that Rukia can use Shunpo in this form and she does so to get out of the way of Riruka's shoe. Both of them are shocked by this, as Rukia realizes that while she is trapped inside the stuffed toy, she hasn't lost her Reiatsu or anything like that. Thus, Rukia formulates a plan, turning on the offensive, she moves to attack Riruka with Hadō #33. Sōkatsui. However, this attack fails and then backfires and she is injured instead due to the attack exploding inside of the stuffed animal toy.


Riruka explains her reasoning.

Riruka is stunned for moment before advancing on the Rukia, insulting her before pointing the Love Gun at the back of her neck, commenting that it was now time to end their battle. She assumes that Rukia now understands that the Fullbringers are not ordinary humans. Rukia observes that Riruka is going to a lot of trouble to prove that she is not normal as if being ordinary was something to be scorned at. Riruka agrees that it is important because both Tsukishima and Kūgo found and saved them because they weren't normal. She insists that life is survival of the fittest, but a lot more complicated than that.


Riruka with her childhood crush whom she hid away.

Riruka then proceeds to tell Rukia a story about her childhood. She reveals that she discovered her powers when she was five years old, realizing she wasn't ordinary. When she was seven years old, a young man moved into her area and she immediately became infatuated with him and didn't hesitate in hiding him away. She thought she could bring him sweets and make him belong to her, but he got depressed and soon she couldn't stand how he would look at her; thus, she let him go. She didn't even care or think about what would happen if he told somebody about her abilities. She insists that "Survival of the Fittest" is an illusion and that the prey are those in the minorities, like herself because of the reactions to her abilities.


Riruka runs from her past.

Riruka asserts that when Xcution were separated, they were the prey. Jackie Tristan was a victim because she couldn't use her ability to protect her family; Yukio Hans Vorarlberna became twisted because he was neglected and his powers ignored; Giriko Kutsuzawa was a victim because his powers convinced him that he had the power of a God; and Riruka became prey because she used her powers foolishly and selfishly as a child. Kūgo found them, he convinced them that the few more powerful people were always the ones who ruled and it was time for them to become the predators instead of the prey.


Riruka's foot is frozen by Rukia's attack.

As Riruka is about to continue her story, she notices a trail of ice linking Rukia's stuffed animal to her Zanpakutō. Rukia then uses Some no mai, Tsukishiro to attack Riruka but the Fullbringer barely manages to avoid the attack. However, when she looks up she realizes that her left foot is completely frozen from the attack. Rukia stands up then and advises Riruka that she understands where she is coming from, but will not use this reasoning to abandon her friends. This annoys Riruka, who insists the Shinigami is sticking up for the majority. Rukia asks her not to make a fuss since if she attacks again her body will be completely frozen.

Riruka stabs Rukia

Riruka stabs Rukia.

Riruka rejects this, moving to attack Rukia, but she avoids her. However, Riruka pokes herself in the nose and forces herself to sneeze on the stuffed animal. A shocked Rukia is immediately released from the stuffed toy, wondering how it happened. Before she has a chance to react, Riruka stabs her in the chest with the points on her arm guard, stunning her. A letter "R" appears on the screen and Riruka begins to glow with a pink hue. She apologizes to Rukia for ending their fight in this way. The weakened Shinigami tries to grab the Fullbringer, but Riruka disappears and Rukia ends up on her knees, wondering where she went. Rukia soon collapses onto the ground, unconscious.


Byakuya uses Bankai against Tsukishima.

Elsewhere, Tsukishima breaks the sealed blade of Byakuya's Zanpakutō revealing that after he had discovered the Safe Zone, Byakuya soon undid his Shikai. Tsukishima laments that now Byakuya will have to use his Shikai because his blade broke, but instead Byakuya silently picks up the broken piece of his sword. The Fullbringer asks if he can't release his Shikai if the blade is broken. However, Byakuya soon drops the two pieces of his sword and quietly revealing that he can in fact still use his Bankai, taking no time in releasing it as he does so.


Byakuya defeats Tsukishima.

In doing so, Byakuya immediately begins to use new tactics, which include narrowing his Safe Zone, and states that they are tactics that he has never used before. Having had not witnessed Byakuya training such a method in the past, Tsukishima sees this as a desperate maneuver before attacking again. Byakuya uses his hands to speed up the blades of his Bankai so that he could hit Tsukishima. In the end, Tsukishima interrupts his timing, causing Byakuya, without the safety of his Safe Zone, to be cut by his own blades. Tsukishima mocks him for it as Byakuya hold out his clenched, injured hand, thinking he will use Kidō and stating that he can counter any Kidō he's ever used. However, when Tsukishima comes too close, Byakuya shoves some of his blades, that he was holding in his left hand through Tsukishima's chest so that they come out the other side. Defeated, Tsukishima is shocked by this new tactic and Byakuya thanks him for pushing him to the edge and forcing him to use a brand new tactic to win, insisting it was an ecstasy.

Quincy Encyclopedia

Ryūken is in Uryū's hospital room, in total disbelief about how his son had abruptly left the hospital. He then notices a folded note on the desk and silently reads it, noting how Uryū hasn't changed. A nurse then opens the door and informs Ryūken of a patient who needs emergency care. Tucking the note away, Ryūken starts to leave, but not before silently telling Uryū to do as he wishes.

Characters in Order of Appearance

  1. Byakuya Kuchiki
  2. Shūkurō Tsukishima
  3. Ikkaku Madarame
  4. Moe Shishigawara
  5. Kūgo Ginjō (flashback)
  6. Ichigo Kurosaki (flashback)
  7. Rukia Kuchiki
  8. Riruka Dokugamine
  9. Giriko Kutsuzawa (flashback)
  10. Yukio Hans Vorarlberna (flashback)
  11. Jackie Tristan (flashback)
  12. Gina Dokugamine (flashback)
  13. Riruka's childhood crush (flashback)
  14. Jackie's brother (flashback)
  15. Yukio's mother (flashback)
  16. Yukio's father (flashback)
  17. Giriko's wife (flashback)


Powers and Techniques Used

Kidō used:

Techniques used:

Shinigami techniques

  • Shunpo (瞬歩, Flash steps)

Zanpakutō released:


Fullbring used:

  • Book of the End (ブック · オブ · ジ · エンド, Bukku obu ji Endo)
  • Jackpot Knuckle (ジャックポット・ナックル, Jakkupotto Nakkuru)
  • Cross of Scaffold (クロス·オブ·スキャッフォルド, Kurosu obu Sukyafforudo) (flashback)
  • Dollhouse (ドールハウス, Dōruhausu)
  • Time Tells No Lies (タイム · テルズ · ノー · ライズ, Taimu Teruzu Nō Raizu) (flashback)

Equipment used:


Fierce Fight! Shinigami vs. XCUTION!Ichigo vs. Ginjō! The Secret of the Substitute Badge
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