Haha! I wrote another Pokebleach travesty.

Notes:

I based the inside of the Pewter City gym on the anime version, mostly because I like that one better. I also changed the Pewter gym pokemon type from rock to fighting, because it wouldn't make sense for Orihime to be fighting the earth-type gym leader at this point. And also, because, you know, I wanted to. So nyah.

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It felt like her entire body was shaking as Orihime stepped foot into the large battle arena, the lack of adequate lighting lending the room an eerie atmosphere. Taking in her surroundings, she could see huge boulders and sharp rocks occupying the majority of the room, their bulk hiding most of the back area from view. Remembering what the PokeMart owner had told her, she knew that the rocks were there to give Halibel's fighting-type Bleachmon the upper-hand when battling.

Palms beginning to sweat, Orihime walked tentatively toward the edge of the battle ground, a small part of her worried that some horrifying monster would jump out from behind a boulder and try to eat her. Although she told herself that she was just being silly, Orihime couldn't help stepping back a few paces to give the closest set of rocks a wide berth.

When the sound of heavy footfalls started to echo around her, Orihime froze. Wide-eyed, she furiously glanced around the dark arena, trying to find where the noise was coming from. Without thinking, her hand reached over to take Ulquiorra's pokeball from the side pocket of her bag, the feel of the small orb in her hand serving to calm her frayed nerves.

As the footsteps grew louder, Orihime looked toward the back of the room, focusing on one of the shadowed hallways leading out of the battle arena. Slowly, she saw the shape of a darkly tanned woman emerge from the tunnel.

"Am I to assume that you are my challenger?" the woman asked, her voice a low purr. She came to a stop near a large boulder, her arms crossing under her large (and practically bare) breasts.

Orihime was stunned. This was the gym leader? She honestly couldn't believe what she was seeing. With hair the color of straw and a rather…revealing outfit, this wasn't what Orihime had pictured when envisioning Halibel, the famed gym leader of Pewter City.

"Uh..um. Y-yes. My name is Orihime. I've come to challenge you for the Boulder badge."

Halibel paused, her eyes roving over her newest opponent. The girl looked as though she was about to faint from anxiety. "Is this your first gym battle?" the older woman asked, already expecting the coming answer.

"Well…yes." Orihime said, holding Ulquiorra's pokeball close to her chest, her fingers gripping it tightly.

"I see." Halibel murmured, raising her hand into the air. "Then I won't make you wait any longer." With a snap of her elegant fingers the lights above turned on, the sudden brightness in the room causing Orihime's eyes to water.

Blinking rapidly, Orihime waited for her vision to adjust. When she could look at Halibel without the other woman appearing blurred, she noticed that the gym leader now held a pokeball in her hand. Heart thumping rapidly, the situation was finally sinking in. She was about to enter her first gym battle.

"Is that the only Bleachmon you are using during this battle?" Halibel asked suddenly.

"Yes." Orihime answered, clutching Ulquiorra's pokeball tighter.

"Then I hope it has the strength to survive this gym challenge." With that, the richly tanned gym leader threw her pokeball into the center of the arena, the small orb opening before it hit the ground. In a flash of light, a four-legged Bleachmon appeared, its hooves grinding into the rough terrain. "Show her what it takes to be a Bleachmon master, Apadoe."

Orihime studied the newly revealed Bleachmon curiously. It appeared to be a small deer of some sort, though its horns looked far more wicked than any deer Orihime had seen before. Watching as the Bleachmon stamped in place, Orihime realized that it was waiting impatiently for her to release Ulquiorra into the battle.

It was now or never. "Ulquiorra!" Orihime yelled, her voice steadier than she felt. She threw her pokeball to meet the Apadoe, her moody Bleachmon appearing before the other in a flash of green.

"Defeat her, Ulquiorra!" Orihime called, nervous about the outcome of this battle. While she trusted her Bleachmon fully, she wasn't completely confident that his evolution and significant level growth were enough to take down Halibel's own trained Bleachmon.

As Ulquiorra and Apadoe ran at one another to begin exchanging blows, Orihime pulled a potion from her bag and readied it for use. If her Bleachmon gained too much damage, she would need to act fast to heal him before any finishing blows were dealt.

Watching the battle rage on before her, Orihime flinched each time Ulquiorra took damage from his opponent's sharp hooves and horns. However, the deer-like Bleachmon was in worse shape, her fur singed in several large patches from Uqluiorra's Cero attack. The Apadoe was also breathing harshly, its sides expanding and contracting at a quick pace as it tried to keep up with the other's aerial attacks.

After what seemed like only a minute or two of fighting, the battle ended abruptly when Apadoe was knocked back by a powerful kick. She hit the ground near Halibel's feet, unmoving. The gym leader glanced down at her defeated Bleachmon, her brows furrowing. Holding out a pokeball, she called Apadoe back to her.

"You fought well, Apadoe." Halibel whispered lowly, moving to exchange Apadoe's pokeball with another from within her pants pocket. "Allow Sunsparce to continue this battle, and avenge your pain."

Tossing the new pokeball into the battle arena, Halibel watched as her Sunsparce emerged. The snake-like Bleachmon immediately raced toward her opponent, intent on seeking revenge for her fallen comrade. With a whip of her tail, she tried to grab and strangle the enemy Bleachmon, but Ulquiorra was far too quick. He easily dodged the attack by leaping into the air and gliding over Sunsparce to land several yards away, his face revealing nothing to his adversary.

The two Bleachmon continued the vicious fight, Ulquiorra raining Ceros and harsh kicks to Halibel's Sunsparce, using his wings to stay safely out of reach of the other's tail. Trying to counter Ulquiorra's flying abilities, Sunsparce began spitting poison at her moving target, the concoction eating through any material it touched. One of her shots managed to hit its mark, the poison splattering across Ulquiorra's chest.

The pale Bleachmon gave a small gasp, his surprise causing him to miss a wing beat and fall to the ground. He managed to land on his feet and continue to dodge the Sunsparce's deadly tail, but his movements became visibly slower as the poison ate through his robe and reached the flesh beneath.

"Ulquiorra!" Orihime cried, immediately using her free hand to dig through her bag for an antidote. Luckily, she had thought ahead and had stocked up on battle supplies at the Pewter City PokeMart. It was nice to see that her preparations had come in handy.

Grasping one of the small bottles, she pulled it from her knapsack and removed the cork with her teeth, a loud 'pop' accompanying the gesture. Spitting the cork out quickly, she called her Bleachmon to her while she held the small vial at the ready. Ulquiorra arrived soon after hearing his name, managing to escape the enemy long enough to join his master and have the antidote poured on his wound. Hissing quietly as it began to take effect, he hopped back into battle, soon forgetting the pain as it was dulled to a minor throb.

While Sunsparce proved a much tougher opponent than Apadoe, she too eventually fell under Ulquiorra's attacks. Orihime was thrilled, her nervousness beginning to disappear as she watched Halibel call the now unconscious Bleachmon back into her pokeball. However, it didn't appear that Halibel was finished, since she took yet another pokeball from her pocket and readied herself to throw it into the arena.

Taking this chance to prepare Ulquiorra for another fight, Orihime used a potion to heal his wounds and replenish his energy. Her Bleachmon let out a small grunt when the potion started to work, the red welts on his chest caused by the Sunsparce's poison disappearing to be replaced by new flesh. Oddly enough, his robe also patched itself together, leaving Ulquiorra looking as though nothing had happened.

Choosing not to think about it, Orihime turned her gaze back to Halibel and watched as the third pokeball was thrown into the arena. As the gym leader's next Bleachmon emerged, Orihime's eyes widened. It appeared to be a large cat, the golden mane that flowed from its head and down its back reminding her of a lion.

"Glamila," she heard Halibel say, apparently addressing the newly released Bleachmon, "Your opponent is before you. He's defeated both Sunsparce and Apadoe. You must defeat him and defend their honor as gym-level Bleachmon."

"Glamila-Mew!" The lion-like Bleachmon growled, her four enormous paws pounding the ground as she ran toward Ulquiorra. Reaching him, she took a giant leap into the air, her maw opened wide to try and grab his wings.

Ulquiorra jumped to the side and kicked out harshly, landing a blow to the side of the Glamila-Mew's head. Smashing into the ground nearby, the feline Bleachmon got to her feet, shaking the resulting dizziness away. Sending Ulquiorra a harsh glare as he fluttered just above the ground, the other Bleachmon opened her jaws and released a loud roar, the sound causing the boulders in the arena to shudder. The noise made Orihime's heart stutter in her chest, but Ulquiorra appeared unaffected.

Narrowing his eyes, the winged Bleachmon flew toward his enemy, his speed staggering. The second before he reached the other, Ulquiorra lowered his head, his thick helmet slamming into the Glamila-Mew's side. Continuing with the attack, Ulquiorra pushed his opponent across the arena floor, beating his wings with all his might until he had smashed Glamila-Mew into a large boulder near the edge of the battlefield.

The lion-like Bleachmon roared out in pain, her side aching and the wind knocked from her lungs. She struggled to remove herself from Ulquiorra's attack range, finally managing to wiggle away from him. Hurt and exhausted, Glamila collapsed to the rocky ground, breathing harshly. Though her body screamed in protest, she tried to stand again, rage coloring her vision red. Preparing to lunge at her enemy with the last of her strength, she was overpowered when the other Bleachmon delivered a volley of bone-shattering hits. Using his fists, legs, and helmet, Ulquiorra tried to ensure that the Glamila-Mew didn't stand again.

The attack came to a sudden halt when, without warning, Glamila-Mew disappeared from the battlefield. Ulquiorra appeared confused for a moment, stopping to glance over his shoulder to see Halibel lower the pokeball in her hand. Realizing that his opponent had been removed from the fight and thus disqualified, Ulquiorra's tense muscles relaxed minutely. Walking back to the center of the arena, he awaited his next challenge.

Halibel stood pensively at the other end of the arena, her arms crossed once more. Orihime was about to ask her if the gym challenge was over, but before she could speak, Halibel was reaching into her pocket once more.

"I didn't want to resort to using my last Bleachmon." She said, closing her eyes gently. "However, it would appear that you've trained your Ulquiorra well. Therefore, I have no other choice."

Glancing once more at Orihime, Halibel tossed her last pokeball into the arena. As it opened, another flash of bright light preceded the coming Bleachmon. When the light had dissipated, Orihime studied the creature before her with confusion.

Compared to Halibel's Glamila-Mew, this new Bleachmon looked like a housecat. It had large pointed blue ears, a bushy tail, and stood on four tiny paws. Honestly, it was one of the most adorable things Orihime had ever seen. She was more tempted to pet it than battle it.

The cat-like Bleachmon shook himself as he stood in place, his fur standing on end for a moment. When Halibel addressed him, the Bleachmon turned his head to look at his master with what appeared to be a bored expression on his face.

"Grimmkit," Halibel said, shifting slightly. "You are the last Bleachmon who stands against our challenger. It's up to you to stop this trainer and her Ulquiorra from taking the Boulder Badge."

Snorting loudly, the Grimmkit turned back to his foe, his eyes focusing on Ulquiorra. Lips raising into a crooked grin, the Bleachmon bared his sharp teeth at his opponent. Ulquiorra merely stood still, uncaring of the display.

Angry that he was being ignored, the Grimmkit began pacing around Ulquiorra, never taking his eyes off the other Bleachmon. When his enemy made no move to attack him, Grimmkit growled low in his throat and lashed out with his claws extended. He wasn't too surprised when his prey flew into the air and away from his attack, those powerful wings creating a whirlwind of dust and debris around them both. Staring up at the hovering Bleachmon, Grimmkit stood quietly and thought about his next attack.

The truth was, Grimmkit was a devious Bleachmon with a long battle history, and he knew exactly how to take advantage of his surroundings to gain the upper-hand in a fight. Baring his teeth in another grin, he ran to the side and jumped onto a large boulder, gaining speed the closer he came to his opponent.

Ulquiorra's eyes widened at the bold move, and he quickly flew backwards to dodge the perceived attack. However, Grimmkit had expected this, and so changed direction at the last moment, jumping from the edge of the rock to slam headfirst into the other Bleachmon.

The added weight put far too much strain on his wings, forcing Ulquiorra to the ground. With a grunt, he slammed into the rocky surface of the battle arena, his shoulder taking the brunt of the fall. Aching and slightly dazed, he almost had his throat ripped out by the overly ambitious Grimmkit. Rolling to the side to put distance between himself and those sharp fangs, Ulquiorra jumped to his feet and away from the other, hissing through his teeth at the pain in his arm and shoulder.

Now irritated, Ulquiorra raised his hand and prepared to fire a Cero. He was surprised to see the Grimmkit open its mouth instead of running, and even more shocked when, just as he fired his Cero, the Grimmkit fired his own. The two powerful attacks collided near the center of the battlefield, the resulting explosion throwing Orihime to the ground and both Bleachmon to opposite ends of the arena.

It took several long seconds for the dust to settle. As Ulquiorra focused on the back wall of the arena, he realized with a jolt that the Grimmkit had disappeared. Tensing, he looked side to side, trying to locate his enemy. The room was filled with a heavy silence, the only sounds being those of his master getting back to her feet. Straining, Ulquiorra listened for any sign of the Grimmkit, frustrated when there was no indication of the other Bleachmon's whereabouts.

Deciding to reach higher ground for a better vantage point, Ulquiorra flapped his wings experimentally. Moving them was a little painful, but he only needed them as leverage to climb the nearest boulder. Cautiously, he walked to a rocky ledge and used his wings to jump into the air. Grabbing the rocks, he climbed as quickly as possible up the side of the boulder.

He had almost made it to the top when the whisper of wind in his ears made him aware of an oncoming attack. Flattening himself to the boulder, he felt a sharp tug at his back and almost cried out as claws and teeth tore through his left wing. He could hear his master shouting at him, probably wishing to heal him now that he was seriously injured. Unfortunately, there wasn't enough time. Ulquiorra doubted the Grimmkit would give him the opportunity to heal, and would probably be coming back for another attack momentarily.

Deciding he had to finish this fight quickly, Ulquiorra pushed himself to reach the top of the boulder. Looking out over the battlefield, he spotted the Grimmkit as it dashed behind some nearby rocks. Tensing, Ulquiorra jumped from ledge to ledge, closing in on his opponent. The Grimmkit saw him coming and attempted to attack him from below, though with a twist in midair Ulquiorra was able to dodge snapping teeth.

Delivering a swift kick to the Grimmkit's side, Ulquiorra knocked him off balance and sent him careening into the ground. Before the other Bleachmon could recover completely, Ulquiorra was upon him. Head lowered, the winged Bleachmon knocked the Grimmkit several feet away with a head butt, the power of the attack lessened due to his useless left wing.

Enraged, the Grimmkit climbed to his feet and came at Ulquiorra, his mouth opened wide and teeth bared in a snarl. Expecting the attack, Ulquiorra moved to evade it, his actions much slower than usual. With a triumphant growl, Grimmkit snapped his jaws down on the other's right wing, digging his incisors deep into the thin flesh.

Ignoring the pain in his wing, Ulquiorra turned awkwardly to face the Grimmkit and snatched at the scruff of its neck. Holding the other in place, Ulquiorra threw out his hand and unleashed a Cero, putting the last of his strength into the blow.

He heard the Grimmkit howl in pain and felt it try to pull away, but Ulquiorra held on tight to the excess fur on the back of its neck. When the Cero ended and the dust began to settle, Ulquiorra threw the now unconscious Bleachmon into the middle of the arena. Wings dripping blood, he walked slowly toward his owner, each step causing his wings and shoulder to scream with agony.

As Orihime ran toward Ulquiorra brandishing a potion, Halibel returned her Grimmkit to his pokeball. Watching the young trainer fawn over her Bleachmon and tend to his wounds, Halibel made a decision. Removing a small metallic object from under her shirt collar, she approached Orihime with an air of finality.

"You've done well, trainer." Halibel murmured, catching the younger girl by surprise. "As a show of both your strength and the strength of your Bleachmon, I offer you the Boulder Badge." Stepping forward, she handed the badge to the woman who was kneeling on the stone floor.

Accepting the badge with one shaky hand as she held Ulquiorra close with the other, Orihime was shocked into silence. Nodding to show her appreciation, she awkwardly maneuvered her arm around Ulquiorra's damaged wings and used both hands to pin the badge to her jacket. When she was finished, she quickly placed the empty potion bottle in her bag and stood, her hand resting on Ulquiorra's helmet.

"Thank you." Orihime said when she had found her voice. Throwing a relieved smile toward Ulquiorra, Orihime held up his empty pokeball. Calling him back into it, she promised that she would take him to a PokeCenter the moment they left the gym. While the potion had helped heal some of his wounds, his wings were still in horrible condition and needed to be assessed by a nurse.

Holding Ulquiorra's pokeball in her hands, Orihime settled her bag on her shoulder and began to leave.

"Wait." Halibel called, her voice echoing in the silence of the arena. When Orihime turned back and looked at her expectantly, Halibel moved to stand in front of the young trainer. "I have something else I'd like to give to you."

Holding out the pokeball containing Grimmkit, Halibel stood motionless with her face completely void of emotion. She watched the younger woman sputter nonsensically for a moment, shock and confusion written plainly on her features. Figuring that the girl needed more of an explanation, Halibel said, "While my Grimmkit has fought well these past few years, I have noticed that he has not fully accepted me as his master. He also appears to have reached a limit in his power, one which I have been unable to help him overcome."

Visibly uncomfortable, Halibel's eyes lowered to stare at the pokeball in her hand. After taking in a short breath, she continued. "I have seen how deeply you care for your Bleachmon, and I have also seen how that care has affected his development. I believe you are a truly gifted trainer – one who would be able to raise this Grimmkit to his full potential."

Still in shock, Orihime didn't know what to say. She felt Halibel grab her arm and place Grimmkit's pokeball in her outstretched hand. "Please," Halibel murmured, "Take him with you." Swallowing hard, Orihime could do nothing but nod dumbly. Pulling the oddly warm pokeball close, she watched as Pewter City's gym leader turned and walked away, leaving the way she had come.

Glancing down at the pokeball in her hands, Orihime didn't know what to say. Dumbstruck, she stowed both Ulquiorra and her new Grimmkit in her knapsack. Not quite realizing what she was getting herself into, she left the arena and headed toward the exit. Blinking as she opened the door to blinding sunlight, Orihime let her feet carry her toward the nearest PokeCenter.

Mind racing, she wondered how her Ulquiorra would react to the news of Grimmkit joining their party.

This was going to be interesting.

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End Notes:

#$&#& Why does Halibel have to have so many friggin' fraccion? I wasn't enthusiastic about writing all of those battle scenes, but if felt odd to skip over them all. :/ All well, at least I don't plan on doing anything that detailed again. (Screw you, Grimmjow. I'm so glad you're a Bleachmon in this universe instead of a gym leader.)

If anyone is wondering why Orihime is acting so scared of practically everything, it's because she's only at the beginning of her journey. Believe me, by the time she's gained a bit more experience and won more battles, she'll be uber confident. She's still getting used to this Bleachmon trainer gig, so a bit of nerves is to be expected.

Apadoe is supposed to be the unevolved form of Apache. Sun-Sun = Sunsparce. Mila Rose = Glamila-Mew. I couldn't think of better names for their Bleachmon forms. xD Sorry…