Disclaimer: I own nothing. Even some of the things Ulquiorra said are out of the manga. I make no money and only do this for fun.

Ulquiorra met her in the gate between the two world. His mission was to bring Inoue Orihime to Aizen in Hueco Mundo. She had been scared at first.

"Come with me woman if you want your friends to live." He said icily. He showed her an image of her friends battling with several Espada. They were losing and she could not bare to watch. She simply nodded yes. He gave her a silver bracelet telling her that it would make her only visible to him and other Arracar. He gave her twenty four hours to say good bye to the world she had known. Orihime walked around Karakura town for some time unsure of who to say good bye to. First she had thought of her best friend Tatsuki but then her thoughts turned to someone else. She decided to say her good bye to Kurosaki Ichigo.

The red haired girl kneeled by the substitute shinigami's bed as he slept. She was tempted to place a chaste kiss on his inviting lips but thought better of it. Orihime noticed his bandaged hand. She quickly healed it, then crying said her good bye.

At midnight Ulquiorra seemed to return for the woman though he had never truly let her out of his sight. She looked sad and her eyes where all red and puffy from crying. How pathetic it was of her to show such weakness. The normally cheerful girl quietly followed the forth Espada through the Garganta. Once in Hueco Mundo he brought her to Aizen's thrown room where all the other Espada and Grimmjow had gathered.

"Ah good I see our guest has arrived safely." Aizen said in a fake sweetness that made Orihime cringe. There was some arguing between Aizen and some of the Espada about her worth until she healed Grimmjow's arm. He then had her heal the scar that Ichigo had left in one of there fights. She was shocked when had then killed one of the other Espada. It seemed that they had a keep what you kill mentality here.

Ulquiorra lead the frightened girl to a plain room that had only a bed in it. On the bed was a set of cloths for her. He ordered her to change before leaving the room. Orihime did as she was told, quickly changing into her new wardrobe. She sat down on the bed feeling so alone. The poor girl had not felt this alone since her brother, Sora, had died. The view out her window did nothing to ease her sorrow.

At first she did not even try to talk to her silent captor. Ulquiorra was content with this. He cared little for meaningless conversation. He would bring her meals, but never lingered. One day the young woman broke her silence.

"My friends will come for me you will see." she said so sure that what she was saying was a fact. The cold Arrancar in front of her ignored this comment. He saw it as nothing more than foolish dreaming. Ulquiorra left the room as if he had not even heard her remark.

When news came that several intruders had entered Hueco Mundo planning to save the captive red head Ulquiorra was mildly surprised. That woman with the strange power had known some how that they would come against all odds.

After there meeting with Aizen telling them to stay put and let the rescuers come to them the forth Espada went to Orihime's room.

"It seems you were right woman your friends have come. Still it is hopeless to think they will make it here." He said in his ever cool tone. She looked at him her eyes held a determination he had not expected from such a weak creature. The girl held his gaze for a moment before speaking.

"My friends are stronger than you think because we are all connected by our hearts." Her statement seemed odd to him.

"What does a heart have to do with strength woman?" He asked showing no real interest in her answer. A heart pumped blood through living beings but how could it give one strength he wondered. Before she could respond he had left her alone again.

His visits were more frequent now. He would update her on how the rescue mission was going. It seemed that all his news was ill and yet she did not break down. When Ulquiorra would come that strange woman would be standing staring out of the small window. Her constant strength had him curious though he hid it well.

The green eyed Espada found himself going to her room and telling her awful thing just to see how she would respond. No matter what he said she held fast to the belief that her friends would succeed. He found that her never failing will was beginning to annoy him and yet he could not leave well enough alone. He wanted to push her buttons, find out what made her tick. She was unlike anyone he had ever met before. It seemed that the greatest weakness in most humans was what made her strong. Still he did not understand this heart concept.

"You friend is dead." he said entering her room. "Nnoitora killed him." he waited for her reaction.

"Sado-kun is not dead. I know he is not." she said looking at him trying to hold back tears.

"What would you have me say? 'Don't worry, I'm sure he's still alive'? Ridiculous. I am not here to comfort you. I don't understand why are you so fixated on life and death? At any rate, your friends will soon be annihilated. So what if that's one step closer? They should have seen this coming from the start. If they couldn't see it coming, the fault lies in their own foolishness. Laughing them off as a group of idiots would be sufficient. Why can't you do that? If it were me, and my friends entered Hueco Mundo without first gauging their strength, I'd be infuriated by their stupidity." He said colder than normal. What she did next was the last thing Ulquiorra expected. The brave girl walked quickly up to him and slapped him across the face. Her eyes gleamed with unshed tears. He did not say a word just turned on his heels leaving the depressing room.

She had slapped him, Ulquiorra Schiffer, the forth Espada with out any fear of retaliation. He could have beaten her for it, Aizen would not have cared as long as she was alive, but he had not. Ulquiorra had left like nothing had happened. He could not understand why this woman was getting to him. The look in her eyes had struck something in him. Her faith in her friends and the thing she called a heart confused Ulquiorra.

The green eyed Espada entered the room of the captive. There were things he had to figure out. She was staring out the window again. Why did she stand there staring out at nothing.

"I have brought your meal woman." He told her. She did not turn to look at him. This angered him for some reason. " You will eat or I will force you to eat." She turned to him then her eyes burning with anger. Was she still mad about earlier he mused. She walked up to the small table were the tray sat. The fiery red head set her hand on the tray and in a quick movement Orihime pushed it onto the ground.

Ulquiorra was enraged though it did not show on his face. He grabbed the glaring girl slamming her into the wall. Her eyes grew wide with what looked like fear. She was afraid of him, like she should be. His emerald eyes bore down on her before he spoke.

"Such behavior is childish girl. If it happens again I will punish you. Understood?" he said sharply. She nodded her compliance. He then left the room ordering a lower Arrancar to clean up the mess.

He returned a few hours later with another tray of food. This time after setting the tray down he also set the woman down in her seat. She did not seem pleased by this but did not try to fight him.

"This time I expect you to eat it." he stood there waiting. The defiant girl quietly started eating all the while giving Ulquiorra her best glare. Her bravery intrigued him. She stood up to him when few others would. He found his eyes now taking in her physical form. She was not unattractive by human standards. He found his gaze rest on her ample breast. The Espada quickly shook these thoughts from his head. He was interested in her in a purely analytical way he said in his head.

"Kurosaki-kun will save me." she said looking up at him. Why was she saying this now? Who was she trying to convince, him or herself? There was some worry in her eyes as if she herself was unsure of her convictions.

"That trash will not make it here. I'll will make sure of that." then he left. He would kill Kurosaki Ichigo before the boy ever made it to Orihime. When he found Ichigo the substitute shinigami first refused to fight him. Ulquiorra then told him that he had been the one to force Inoue Orihime to come to Hueco Mundo. This had spurred Ichigo into fighting him. It was a quick victory that left the Espada unsatisfied. He left the weak boy for dead viewing him as nothing more than trash that had been taken out. He then returned to find Orihime gone and Loly along with Menoly there.

"Were is the woman?" He asked them clipped.

"Grimmjow took her." they both answer scared of the forth Espada. They both left quickly before he took his anger out on them. Ulquiorra was greatly displeased. That trash Grimmjow had most likely taken her to heal Kurosaki. He went after Grimmjow only to find himself in a space between realms.

When he returned the sixth Espada was dead and the foolish boy was running off with Orihime in tow. Ulquiorra was in front of them in seconds. He knocked Kurosaki across the room the grabbed the woman. They were both gone in seconds. She was now in a tower with no doors or windows that she could see. Aizen was there as well.

"I see you retrieved our guest." he said in a dark tone. "to bad she no longer of any use to us. Kill her." With that he was gone through a Garganta. He looked over at Orihime she stood there as strong as ever. She was not afraid to die alone.

"Go ahead kill me I am not afraid to die. My heart will always be with those I care for even if you cut me down where I stand." She had a defiant look in her eyes, determined not to let him win.

"Hearts, you say? You Humans are always so quick to speak of such things. As though you carry your hearts in the very palms of your hands. But this eye of mine perceives all. There is nothing that it overlooks. If this eye cannot see a thing, then it does not exist. That is the assumption under which I have always fought. What is this "heart"? If I tear open that chest of yours, will I see it there? If I smash open that skull of yours, will I see it there?" He looked at her studying the girls reactions. His words disturbed her yet she remained unafraid.

"Aizen-sama has ordered me to kill you. I do not plan on doing this. You will stay with me woman forever." he grabbed her wrist pulling her close. "please stay with me Orihime?" he whispered. His eyes still held no emotion as he said these pleading words. She looked at him shocked at what he was saying. Before she had a chance to answer him Kurosaki Ichigo showed up.

A few words were said between the two, then the fighting started. Orihime watch with worry as the two men fought. At first it seemed that Ulquiorra had the upper hand but then Ichigo caught his arm surprising him. He was going to have to step it up a notch. The battle continued for a while, even when two lower Arrancar came up and were beating on Orihime. Then Yammy and Uryuu join the scene. Uryuu made quick work of the tenth Espada. Ichigo and Ulquiorra made his way to the top of the dome of Las Noches. It was there that Ulquiorra entered his first release form.

His helmet spread to cover the top of his head, horns sticking out on both sides. His uniform turned dress like. Huge black bat wings grew out of his back. He looked deadly in this form. He formed a blade of reishi in his hand. His moves were so quick that even in his hollow form Ichigo stood no chance.

The Espada beat him till he could barely stand yet Ichigo refused to give up. The fighting continued though the odds were greatly in Ulquiorra's favor. Every time the substitute shinigami got to his feet the green eyed man's anger would grow.

" Why do you continue to fight even though you will clearly lose?" he yelled. His rage finally showing.

"I keep fighting not because I want to win but because I have to win." Ichigo stated. Ulquiorra was unsettled by this. Did he not understand that it was futile? He would have to show the boy why he should give up.

"If you do not know it, then I shall enlighten you. This is the form of true despair." He said before entering his second release form. This time his helmet disappeared yet in its place were two long sharp horns. He no longer wore cloths; his lower body and arms now covered in thick black fur. His hollow hole grew and a black trail like blood came down form it. His tear streaks were now thicker and black. His irises now yellow surrounded by green sclera. His number four no longer visible. He also had a long tail. His feet became like a birds talons and his fingers grew into claws. He looked like a Demon in this form.

Uryuu and Orihime showed up to find the Espada holding in a choke hold using his tail. Orihime watch in horror as the two fought and as Ichigo lay almost dead near her. There was a hole clear through his chest. Even she could not heal a wound that sever. Ichigo was going to die saving her. She began crying and screaming for him to get up to save her.

Uryuu was the only one to see the look of sorrow that passed through Ulquiorra's face. It was quick just a flash of emotion but it had been there. The Espada could not stand hearing her cry over trash like Kurosaki.

The boy did stand back up but this time he was no longer human he was a monster like the ones they had been fighting. He quickly blasted away Ulquiorra's left leg and arm. He pinned the now helpless man to the ground planning to blow off his head.

"...I see. No mercy? How very Hollow like. I don't mind, I have lost to you. I no longer have any meaning. DO IT." He prepared himself but the blast did not come. Uryuu had interrupted his death. He stood planning to fight his body starting to regenerate but he found he could not move. He was dieing.

"Are you afraid woman?" he reached out to Orihime as he began to turn to dust. His eyes held kindness, affection, and sorrow.

"No I am not afraid." she said clearly reaching for him as well. There fingers just barely touched as his outstretched hand turned to dust.

"I see. This. Yes. This thing in my hand is the heart?" were his final words. Teats flowed freely down the poor girls face. It was over yet his death had seemed to tragic. She turned to Smile at Kurosaki for saving her. What she saw when she turned around was Rukia coming toward them a smile on her face. She and Ichigo rushed to each other. As the met Ichigo took the small raven haired girl into his arms and kissed her deeply. At that moment Inoue Orihime felt her heart truly break. She had been foolish to think Kurosaki would love her. She looked at were Ulquiorra had been before he turned to dust and began to sob the tear coming uncontrollably.

The End.