Ukita Naoie’s origins were humble even for an upstart sengoku Daimyo. In 1545, the Ukita were vassals of Urakami Munekage, a relatively powerful lord in Bizen whose own family had secured independence from the Akamatsu through a revolt in 1521. The Urakami, who ruled from the mountain castle Tenjinyama, shared Bizen with the Matsuda, who were powerful in the western half of the province. Naoie’s father had displeased Munekage in some way and was executed. His young son Naoie was spared and in 1545 received a small fort on the shore of the Inland Sea, together with a 30-man garrison. The details of the next few years have been largely lost to history, but suffice it so say, the Ukita began an unlikely but inexorable climb to local power. Naoie expanded his lands through both conquest and alliance, all the while careful to maintain a veneer of loyalty to the Urakami. Thanks in good measure to the efforts of the Ukita, Urakami Munekage reached the height of his power in the 1550’s. By 1568 Naoie had destroyed the Matsuda, and now turned on his masters, albeit indirectly. Naoie was the most powerful of the Urakami’s vassals, many of whom were becoming openly rebellious or simply apathetic. Munekage had little choice but to turn to Naoie to check their activities, a role the Ukita fulfilled well, all the while steadily eroding the Urakami power base. In 1573 Ukita ordered Okayama rebuilt and made into his capital, from which he plotted the final downfall of the Urakami. When an internal dispute broke out at Tenjinyama, Ukita attacked and removed the Urakami from power, thus bringing all of Bizen under his banner. Naoeie went on to struggle with the Akamatsu of Harima and the Miyoshi of Shikoku while expanding his authority into Mimasaka and Bitchu. Of course, Naoie’s activities had not gone unnoticed, nor did his military maneuvers alone secure his position as lord of Bizen. Prior to his conquest of Tenjinyama, Naoie had entered into talks with the powerful Mori clan, whose expansion by this time had taken them to Bizen’s borders. An alliance was signed and the Mori made no effort to take Bizen, although this friendship did place Naoie as one of the first lines of defense against Oda Nobunaga. By 1576 the Mori and Oda were openly hostile to one another and in 1577, following a string of naval battles, Nobunaga sent an expedition westward. This army, commanded by Hashiba (Toyotomi) Hideyoshi, first invaded Harima and after forcing the submission of the Akamatsu besieged the Bessho clan at Miki Castle. Ukita led forces into Harima and clashed with the Oda soldiers, capturing Kozuki Castle, a place subsequently lost to Yamanaka Shikanosuke. A relief effort in 1579 ended in a defeat for the Ukita and in 1580 Naoie signed a treaty with the Oda. He sent his son Hideie as a hostage to Hideyoshi and in return was confirmed as lord of Bizen, as well as a fair amount of Mimasaka. Naoie passed away in 1582 and was ultimately succeded by Hideie. Naoie’s senior retainers included the following men: Ukita Tadaie (Naoie’s brother), Hanabusa Masayuki (Sukebei), Osafune Kii no Kami Sadachika, Togawa Higo no Kami Hideyasu, and Oka Echizen no Kami Toshikatsu.