Jūshirō Ukitake vs. Lilynette Gingerbuck is the "battle" between 13th Division Captain Jūshirō Ukitake and Coyote Starrk's Fracción, Lilynette Gingerbuck. It is Ukitake's first battle against an Arrancar during the White Invasion and Lilynette's sole battle on her own.


221Starrk and Lilynette confront

Captains Kyōraku & Ukitake confronting Starrk & Lilynette before splitting off to do battle.

After the battles that take place at the four pillars that keep the Real Karakura Town in Soul Society conclude, the remaining fighters prepare themselves to do battle. Baraggan Louisenbairn, furious at having lost over half of his Fracción, prepares to take action himself, but is persuaded by Ggio Vega, who pleads with him to leave the remaining Shinigami to him and Nirgge Parduoc. Baraggan agrees. Captain Suì-Fēng overhears this and rushes over to challenge Ggio. The two then begin battle. This serves as a sort-of start signal for the remaining fighters of both the Gotei 13 and the Arrancar to move out. Captains Shunsui Kyōraku and Ukitake are met by Starrk and Lilynette as their opponents. Captain-Commander Genryūsai Shigekuni Yamamoto then declares that the "real battles" are about to begin.[1]

He proceeds to order all the Gotei 13 to put their entire selves on the line and to stand strong in not allowing the enemy to take a single step into Soul Society even if their bodies are torn apart. Kyōraku then remarks on how Yamamoto's attitude causes one to feel stiff in their shoulders when around him. Ukitake agrees and suggests that they give Yamamoto a good shoulder rub after everything is wrapped up. However, Kyōraku corrects Ukitake as he meant that his own shoulders were stiff and Ukitake comments that he has never seen Kyōraku with stiff shoulders before.[2] Kyōraku then asks for Starrk to send Lilynette away. Kyōraku's reasoning is that the two of them cannot fight with their full power if Lilynette is present. Lilynette is about to make a fuss, but Starrk tells her to be quiet and answers Kyōraku by saying that he will also not fight with his full strength as it is not his style of doing things, preferring that they pretend to fight. Ukitake is about to further question Starrk, but Kyōraku cuts him off, saying that he would prefer doing that as well, but cannot for this battle. Starrk then remarks that it will be a pain, seeing as he will not be able to play around. He draws his sword and he begins his fight with Kyōraku, leaving Lilynette and Ukitake to contend with each other.[3]


As Ukitake meditates atop a building, Lilynette looks away from Starrk and Kyōraku's battle to Ukitake and is annoyed upon finding him smiling when he notices her gaze. Lilynette asks Ukitake on whether he is going to help his friend, to which Ukitake states that he is certainly not as a two-on-one fight would be unfair. Lilynette then asks Ukitake if it is really alright to be thinking that way, stating that Starrk is pretty strong and that Kyōraku will die. Ukitake continues to smile, assuring Lilynette that Kyōraku will be fine. Lilynette reiterates herself, telling Ukitake that he will regret it when Kyōraku dies. Ukitake simply expresses his appreciation to Lilynette for her concern and tells her that he will pray that Kyōraku will win. Seeing as her warnings to Ukitake are ineffective, Lilynette suggests for the two of them to fight. Ukitake surprises Lilynette by quickly rejecting this suggestion. Ukitake then tells her as she is just a child, she has no place in the battle, which enrages Lilynette to the point where she screams at him and says Arrancar don't have ages. Ukitake explains that he can't fight since she looks like a little girl to him. He further tells her if she tries to fight him, he will force her to leave, and that she should "go home and play with a ball." Irritated by what she sees as patronizing from Ukitake, Lilynette proceeds to pull her Zanpakutō out of where the left horn would be on her helmet-like mask. She then tells him she will fight him. Ukitake appears somewhat annoyed at this.[4]


Ukitake dispelling Lilynette's Cero with his bare hands.

Lilynette's insistence on fighting has her profusely attacking Ukitake with no success, as Ukitake effortlessly blocks all the attacks with his Zanpakutō while looking fairly unamused at her futile attempts. Seeing as her sword attacks are not working, she tries to kick Ukitake, but is sent flying away as Ukitake blocks it with Bakudō #8. Seki. She then tries to blast him with a Cero, but is completely ineffective as Ukitake stops it with his bare hands. Lilynette is shocked and Ukitake then comments on how he has seen many Cero blasts in his time, and as such can say that her Cero is immature and not even on par with a Menos Cero. Lilynette's Cero is so weak that he can stop it with his bare hands as he just did and frankly tells her to just go home, as he cannot stand to fight her any longer.[5] Lilynette does not give up though. Their "battle" continues and turns to a rather comedic situation. Lilynette attempts numerous comedic charges at Ukitake which he dodges all so easily. She then gets so frustrated that she begins to cry and yells for her stolen Zanpakutō to be returned. All the while, Ukitake chides her for not putting her heart into attacks as he "trains" her.[6] The "battle" between these two would soon end as Starrk calls Lilynette back.[7]


After Starrk decides that he would like to see the power of the Shinigamis' Bankais, Kyōraku tosses his flowery kimono away for Ukitake to hold onto in preparation for what he sees as Starrk's decision to get serious. Starrk then calls Lilynette back and reveals to the two captains that he and Lilynette are actually one being. When they evolved from Hollow into Arrancar, instead of splitting their power between their body and sword, they had split into two bodies. Starrk explains that if they were to merge back to one, their full power would be released. The Primera Espada then uses their Resurrección and Lilynette merges with Starrk. Kyōraku releases his Shikai in readiness for a more serious battle and Ukitake is in shock upon seeing the Primera Espada's release once the smoke clears away.[8] Ukitake would soon join up with Kyōraku in fighting the "two" title holders of Primera Espada.


  1. Bleach manga; Chapter 328, pages 16-22
  2. Bleach manga; Chapter 329, pages 1-5
  3. Bleach manga; Chapter 329, pages 13-19
  4. Bleach manga; Chapter 329, pages 1-5
  5. Bleach manga; Chapter 336, pages 9-13
  6. Bleach manga; Chapter 360, pages 1-3
  7. Bleach manga; Chapter 361, page 13
  8. Bleach manga; Chapter 361, pages 8-13


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