Welcome. Eon Penumbra here, with a few Author's Notes.

This fic will primarly focus on Grimmjow, Ulquiorra, and Gin as they attempt rebellion against Aizen. Some events have been changed to shift the whole flow of things, so bear with me.

Also, no Yaoi. I know people will be thinking that, but it's not happening. Nothing against you if you like that sort of thing, but it's not exactly my cup of tea.

Also, Grimmjow's musings may seem random now, but they'll piece themselves together as the story progresses.

Disclaimer: I don't own Bleach or anything affiliated with it. If you actually thought I did, you've obviously been sniffing Clorox.

Chapter 1: Bane of Thy Own Existence

Grimmjow struggled to breathe, heaving himself off the ground. His resurrección peeled off his body like the layers of an onion, leaving him clutching his sword loosely in his right hand. His body felt like it was separated from his brain, he stared at the orange-haired kid before him with a strange mixture of fear, rage, and respect.

"Like I'd… lose…" he growled softly, the words leaving his mouth as though of their own accord. "There's no… way in hell… I'd ever lose to you!" He leapt forward, thrusting Pantera at the boy with every bit of his fading strength.

Kurosaki Ichigo threw his own sword to the side as he effortlessly caught his wrist. "You've lost, Grimmjow," the shinigami murmured softly, his words a gentle trickle of compassion so different from the raging flood of hatred Grimmjow had seen pouring from him only minutes ago. He hung his head at these words, trying to decipher the feelings churning through his chest. "I don't know about you being a king… but devouring anyone you dislike… becoming a king with nothing left to reign over… where's the happiness in that?"

Grimmjow's pride throbbed as though struck at those words, but somehow, even his Hollow heart knew that Ichigo's words rang true. The boy continued over his musings, pouring out his heart and soul for his enemy's benefit. "If you really hate me so much, I'll fight you whenever you want," he urged, and it sounded like a promise. "Just let it go for now!"

The blue-haired Espada felt the true emptiness in his soul at those words. He was a king without a throne, without a crown… hell, he didn't even have a kingdom anymore. He'd thrown it all away in his quest for power. And the worst thing was, he knew it was true.

His eyes closed, the numbness sinking into the core of his being. Bile rose in his throat, and he gulped to keep it down. He now recognized why he loathed Ichigo so much: he hated himself more than anything. The young Shinigami reminded Grimmjow of himself… and of all the qualities he'd once possesed, but had thrown away in his lust for power.

His mind, driven by its Hollow instincts, found only one way to deal with the pain: Kill Ichigo, destroying everything that reminded him of his lost crown. "Fuck you!" he screamed, wrenching his arm from Ichigo's slackened grasp. "You're dead!" He slashed down, cleaving a wide open rent in Ichigo's chest. The teen's blood sprayed into the air, carpeting the sand in a veil of crimson, while some splattered across Grimmjow's face and clothes. He fell, the shock in his gaze still visible in his brown eyes as the flame of life flickered and dimmed, leaving them empty as he died.

Grimmjow collapsed to his knees, the blood loss from his battle finally taking its full toll. Pantera slipped from his slackened fingers, the blood-slicked blade resonating, shivering with disgust at taking the life of such a pure soul.

"Kurosaki-kun!" the girl, Orihime, he remembered, screamed. She rushed to the fallen boy's side, an orange glow lighting the area around him as she used her power. Grimmjow turned his electric blue eyes to watch. Orihime struggled for a minute, trying to undo what had already been done, then the dome collapsed and she covered her face as crystalline tears slid down her pale cheeks and splattered onto the unfeeling sands of Hueco Mundo.

"So you did it after all," a conniving voice sneered. Grimmjow raised his head, picking out the spoon-headed silhouette of Nnotra Jiruga, the Quinto Espada. The overly lean Arrancar's buck-toothed smile was pure malice. "I wasn't sure you'd pull it off, Grimmjow."

"Shove it, spoon fucker," he growled, coming to his feet with sheer willpower. "I'm not in the mood for your bullshit right now."

Nnoitra's smirk faded and morphed into a scowl. "Che, you never know when to quit, do you?" he asked, raising his massive crescent-shaped blade. "I should teach you some manners."

"There will be no need for that, gentlemen," an overly calm voice interjected, the weight of the air intensifying tenfold at their utterance. Grimmjow sank back to the ground from the force, his blood-deprived ears barely catching the next part. "Grimmjow, you have done well, despite your attack on Ulquiorra. I also had my doubts, but you have surpassed my expectations."

"I never leave a job unfinished for long…" Grimmjow muttered, the words devoid of feeling. "…you should know that by now, Aizen-sama."

He lifted his eyes, finding his leader immaculate as always. His combed-back brown hair blew listlessly in the breeze, his white cloak unmoving. His calm smile, which usually just irked the Sexta Espada, now almost sent his instincts into a full-out rampage as it widened infinitesimally at Grimmjow's declaration. "I'm well aware, Grimmjow," he replied, sounding pleased. "I will forgive your attack on Ulquiorra, since you have made good on your promise."

He turned, and Grimmjow sank to the sand and closed his eyes as he spoke to the other Arrancar present. "Tesla, please help Grimmjow to the infirmary. Much as I'm sure he doesn't want the help, he will die otherwise." Grimmjow felt someone lifting him, slinging his arm around their shoulder to carry him. Aizen's tone took a decidedly downward turn as he spoke again. "Nnoitra, go and inform Rudobone that I would like to have the intruders taken prisoner. I have already informed the other Espada, so Rudobone should only have to take in Yasutora Sado."

The world dissolved into a rush of wind and a blur of movement as Tesla vanished into sonido, and Grimmjow knew no more.

Grimmjow awoke slowly, his mind bubbling to the surface of his consciousness like mud in a puddle. He opened his eyelids a crack, the harsh lights of Hueco Mundo's infirmary searing into his vision made his head ache almost instantly. He groaned, raising one arm to sluggishly shield his face.

"So you're awake," a monotonous voice stated next to him. He turned, catching sight of pale skin and sword with a green hilt wrap. Ulquiorra.

"What are you doing here, Ulquiorra?" he asked, removing his hand and gazing into the Cuatra's emerald green eyes.

"I have come to inform you of what has happened while you were unconscious," he replied emotionlessly. Something about the way he'd said it struck Grimmjow as odd, but he couldn't quite put his finger on it.

"The invaders, minus Kurosaki Ichigo, who you killed, have been rounded up and are in a cell with Inoue Orihime. Aaroniero is dead, as you well know, and his spot has yet to be filled. Aizen-sama has apparently decided that Yammy will not take his spot. Aizen-sama has also recruited a new Arrancar, who will most likely succeed Aaroniero as the Noveno Espada." He paused, his empty tone wavering slightly as he continued. "Finally, Aizen-sama has revealed to us that the plan was to attack the Soul Society while they sent three of their Captain-class officers and their respective Lieutenants to recover the initial invasion party. However, the Soul Society has apparently cut their losses, leaving the first group in our hands."

The last piece of news was the most striking, although Grimmjow had honestly been expecting it. What was truly interesting was that it finally told him what had been odd about Ulquiorra's first statement. He said 'I have come to inform you', not 'Aizen-sama has asked me to inform you', he realized. He's having doubts about Aizen. I didn't think it was possible, but it looks like the lapdog has finally gotten sick of being leashed. "Something else you want to say?" he asked nonchalantly, keeping his voice quiet so as not to be picked up by the recording devices in the room. "I know you're having doubts, Ulquiorra. And quite honestly, it's about damn time."

Ulquiorra's mouth curved upward into a smirk, but it faded as he replaced it with an annoyed expression, raising then lowering his fist as though considering whether or not to strike the other Espada. "This is not the place to discuss that," he whispered, glancing around furtively. "If you can walk, come with me to the security room. It is the only place in the palace that isn't bugged."

Grimmjow caught on to what Ulquiorra was trying to do, and swung his legs over the bed before standing. "We'll go separately," he growled, softly, pretending to sound angry. "Otherwise it'll be too obvious. I'll go in twenty minutes, you go in fifteen."

"Fair enough," he replied shortly, turning around and walking away. "Trash."

Grimmjow shouted at Ulquiorra, continuing their charade of having an argument until the insipid Cuatra left the room entirely. Leaving Grimjow alone with his doubts.

He shoved his hands into the pockets of his hakama, trudging down the hallways of the empty palace. I killed Kurosaki. Killed him because I couldn't control my instincts to get rid of my pain.

I'm the bane of my own damned existence. He sighed wistfully, his eyes dimming. Hungering for power, destroying everything in my path… the kid was right. That won't change anything for me. If I'm going to claim the throne of Hueco Mundo, I need a true reason to gain strength. He remembered Ichigo's power, his strength stemming from his will to protect. The boy had taken everything Grimmjow had thrown at him and returned it with more force. Maybe if I can gain something to fight for… someone to protect… maybe I can gain more strength. He smiled, remembering his days with his pack. Shawlong, Nakim, D-Roy, Ilforte, and Edorad. I never protected any of them, once I became an Arrancar. But as an Adjuchas, I was more than willing to defend them. I can't undo their deaths… but I can take what I learned from them and move on.

He smirked, opening his eyes again. "One step at a time," he muttered. "First, to talk to Ulquiorra."

Ulquiorra strode purposefully down one of the many empty hallways of Las Noches, turning at the only door in the entire corridor and opening it. An array of monitors, several microphones and speakers, and a bank of control panels greeted him. A silver-haired man, robed entirely in white, rotated in a spinning chair to face him, showing a huge and seemingly permanent smirk and squinted eyes. "Hey there, Ulqui-kun," he called, using Ulquiorra's hated nickname.

"Ichimaru-dono," he greeted formally, if somewhat coldly. "Aizen-sama has sent me to relieve you."

Ichimaru's smirk widened a bit at the declaration. "Oh? Usually Tousen-san takes over fer me," he replied, challenging the claim. "An' I know ya've got better things t'do."

Ulquiorra cursed in his mind, but outwardly remained impassive except to raise an eyebrow at the claim. "Ichimaru-dono, I would not have come here if Aizen-sama had not ordered it or I was interested in something."

"And somethin' interests you," he stated bluntly, causing Ulquiorra's eyes to widen fractionally. "Am I wrong?"

Ulquiorra sighed, slowly weighing his options. I can't lie, he has me figured out. I could make something up, but nothing feasible would warrant my notice. "Fine," he replied, coming as close to snappish as his neutral tone would allow. "Aizen-sama didn't actually send me to relieve you, but I can do it nonetheless."

Gin's smirk faded, an utterly blank expression that would've done credit to a statue of Ulquiorra himself replacing it. "You know, I don't mind if you drop the 'sama' stuff around me," he told Ulquiorra, his tone becoming deadly serious and quiet. "It's kind of… upsetting."

"What are you talking abou-" Ulquiorra stopped dead in the middle of his sentence. He can't be serious. "Are you…"

The door opened behind him, a slight creak sounding as it swung into the room, revealing the blue-haired Sexta Espada, right on time. "Yo, Ulquiorra-" Grimmjow froze, noticing Gin. "Oh, Ichimaru. I didn't see you there."

"Perfectly alright, Grimm-kun," he replied, his typical lilt coming back to his voice, but his expression remaining stony. "Why don't ya' close the door, so we can talk in peace?"

Grimmjow, now unnerved beyond rational thought, nodded and swung the door closed with a resounding clunk.

"Now then…" Gin sighed, dropping his guise as Ichimaru Gin, the traitor. His face remained serious, but he opened his eyes, showing their murderous icy blue sheen. His accent dissolved away until it was barely noticeable, and the joking edge to his tone vanished entirely. "…I can be honest with you both."

"Ichimaru-dono, did you mean what you said earlier?" Ulquiorra asked.

Gin raised an eyebrow at this, seemingly challenging Ulquiorra without word or an obvious obstacle. "What do you think?"

"The hell?" Grimmjow asked. "The way you're acting… it's like you've just put on a mask or an act."

Gin sighed again, this time the weight bearing down on my manifested itself in Ulquiorra's perception. "No, Grimmjow," he replied, with a slight grimace. "The way I usually am… that's my mask. This is the real me, the Ichimaru Gin who hates Aizen Sosuke with a passion."

"Then… you've been a double-agent this entire time," Ulquiorra prompted, hoping to get more out of him.

The fox-faced shinigami chuckled, though it was empty, devoid of any real humor. "I'd have to be truly on both sides to be a double-agent, Ulquiorra," he replied emotionlessly. "I'm not on either side of this war."

"So then… revenge."

Gin's gaze turned to Grimmjow, the blue haired fighter flinching slightly. "Yes. My entire life has been dedicated to killing Aizen." He shook his head, his silver locks falling lower to shroud his expression. "But enough about me, why don't you tell me why you've got problems with our 'leader'."

Both Arrancar were silent for a moment, judging how far to trust Gin… and also how far to trust each other. Surprisingly, it was Ulquiorra who spoke first. "I have had my doubts ever since Aizen recruited me," he said hesitantly. "It didn't seem like he was after me, but rather wanted to use me to further his own ambitions." He paused, trying to phrase his next thoughts correctly. "His recent plans that were formed without consulting us and without any prior warning confirmed my suspicions. It's like he's using us as pawns on his chessboard."

Ichimaru smiled, and it was slightly different from his normal, constant grin in a way that Ulquiorra couldn't place. "That's exactly it," he said, smiling. "Aizen thinks he's the grand chess master, and that the Arrancar are his pieces. He played the Soul Society the same way."

"And that's exactly why I don't trust him, " Grimmjow interjected. "Everything that could potentially aid him is a tool, to be used and tossed aside when it no longer does anything for him. He shows so little regard for our lives. And I refuse to follow someone like that."

"Then we're on the same page," Gin stated flatly. "I had originally planned on waiting until the very last moment to kill Aizen, but this changes things. If you two are against Aizen, there may be other Espada who would turn on him as well."

Ulquiorra considered this carefully. "Barragan, almost certainly," he muttered.

"Nnoitra too," Grimmjow added. "Although I trust the fucker about as far as I can throw Las Noches." Both of his normally stoic allies gave a slight chuckle at this.

"Don't forget about Kurosaki's friends," Gin mentioned, and Grimmjow's face darkened.

"Do you seriously think they're going to help us when I killed their leader?" he asked harshly.

"Perhaps," Ulquiorra replied, shrugging. "No way for us to know unless we try."

"If we're going to recruit people, we need to do it when nobody will notice," Gin reminded both Espada. "Preferably when I'm managing the central control room."

"Make sure to vary the days, so Aizen doesn't get suspicious," Grimmjow recommended, and Gin chuckled. "What's so funny?"

"Aizen probably already knows," he replied, causing both Espada to jump and reach for their swords. Gin's eyes narrowed and he raised his hands to show that he was not against them. "Relax. He won't act on it; because he's such an arrogant son of a bitch that he thinks he's invincible."

Grimmjow grunted, showing his neutrality. "Whatever," he groused. "We can use that to our advantage."

Ulquiorra shook his head at the Sexta. "It never ceases to amaze me how many little details you overlook, Grimmjow," he snapped scathingly. "Aizen knowing about this makes everything we do hazardous. We can't trust anyone."

"That's hilarious, considering you've decided to trust Aizen's right hand man," he snarled, grabbing Ulquiorra by the collar.

"Enough," Gin ordered calmly. Grimmjow let go of Ulquiorra's collar and glared at Ichimaru. "You're forgetting one group of people: Kurosaki's friends. They're the only ones we can truly recruit."

"They won't do it," Grimmjow said flatly. "There's no way they'll trust us… especially me."

Gin looked directly into Grimmjow's eyes, and the full impact of that gaze froze him into place. "That's exactly why I want you to convince them."

Grimmjow gagged on his own tongue, coughing and spluttering as he tried to respond to what Gin had just told him to do. "Are you fucking insane?" he eventually rasped, almost at the point of screaming. "They'd kill themselves before joining us!"

"Wrong. They'd kill themselves before joining Aizen. You have to convince them that it's their only ticket home."

He considered it. "Alright," he sighed eventually. "I'll do it. But you owe me."

"Just do your part," Gin replied, spinning his chair to face the monitors. "You'll get your reward. Now go, it'd be too suspicious if Tousen or somebody were to show up now."

Ulquiorra nodded, opening the door and vanishing into a burst of sonido. Grimmjow stayed a while longer to ask Gin one last thing. "When do you want me to try and convince the others."

"Tomorrow, at about noon," he answered promptly. "When I get off shift, I'm going to ask Aizen to give them free reign in the palace. You can become the messenger."

Grimmjow raised an eyebrow at the last bit. "Think Aizen will go for having an Espada play messenger?" he asked skeptically.

"He will, if only because anyone weaker will be overwhelmed and killed by them, trying to escape." Ichimaru's face didn't turn from the monitors. "Now go. Tousen will be here any minute now."

Grimmow nodded, moving to the door as well before vanishing. Gin sighed, his smile reappearing with its usual phoniness. "Now, we play, Aizen-taichou," he chuckled sarcastically. "Now we play…"

As he slid open the door to his quarters, Grimmjow felt a true wave of exhaustion hit him. He staggered, leaning against the doorframe for support. After the insanity of the last few days, it's not exactly surprising. He shut the door behind him, tramping over to his bed and lying down. I need sleep.

"I can't believe you're taking a nap now, Grimmjow," a dark, angry voice growled in his own head. "After what you did to that kid, I hope you never sleep another day of your life."

"Dammit, Pantera," he groaned, covering his eyes. "I'm regretting that enough on my own without your help."

"Then do something," the feral blade snarled. "Don't sit here wallowing in your fucking self-pity. You're the king, for Kami's sake."

"A false king," he snapped back, quieting his partner's angry howling. "I'm a king who hides his failures with a mask of false strength, and who, for all the scars he's suffered and healed can't fix the scarring of his own soul. Kurosaki showed me with his death that I'm nothing. I'm not going to let that sacrifice go to waste."

His Zanpaktou was quiet for a moment, as though considering the words. "How do I know you'll follow through?" he asked quietly, almost reverently.

Grimmjow chuckled. "Come on Pantera," he kidded. "You know I never leave a debt unpaid."

"Fine," the sentient blade grumbled, apparently satisfied. "This is your journey, and your imperfection. You're the only one who can fix it."

"Damn straight," he shot back, rolling over. "Now, let me get some goddamn shut-eye so I have the strength to actually fix it when I wake up."

Pantera's chuckles filled his ears as he drifted off to sleep, his dreams filled with swirling black energy and the eyes of both his Hollow form and Ichigo's dimming orbs.