I do not own Bleach or Phantom of the Opera.

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Special thanks to 3vuep, Mokushiroku115 and guest for their reviews on the last chapter.

And of course there's my absolutely fabulous Beta reader Shi-Daisy.


It had been three days in Las Noches without incident, yes they were keeping count now. The theater had been closed to the public for repairs, with no plans to start up shows again for another week at the soonest. Most of the residents had taken this opportunity to move out of Las Noches, but for now they were all sitting in the dinning hall, every familiar face Orihime had grown up with, gathered together like usual, for a farewell dinner.

Everyone broke bread, poured each other wine, and joked together like it was the end of an era. Which, Orihime supposed, it was.

Pushing the food around on her plate, Orihime did her best to keep the smile on her face while not looking anyone directly in the eye. Orihime had always had the reputation for being an optimistic girl, but in truth she'd always felt very in tune to the moods of those around her, even though everyone around her was acting like everything was normal, she could feel the underlying melancholy in the air, but what could she do? That question haunted her sometimes, so did all she could think of, put on a happy face and try to spread a little positivity.

There was the sound of cutlery tapping against glass at the head of the room, and everyone looked up to see that Urahara had joined them in the dining hall, standing at his side were Ichigo and Rukia, the blonde man had his fan snapped closed, so there was no disguise for the devilish smile on his face.

"You're attention if you please!" Urahara called out, waiting for everyone to drop their cutlery and give their undivided attention, "First I would like to thank all of you who are leaving your accommodations here for joining us for one last family dinner. It also makes this announcement a little bit easier..."

At the man's side Ichigo groaned and rolled his eyes.

"And I am pleased to announce that our patron, Mr. Kurosaki, and our very own Rukia Kuchiki, have just informed me of their engagement!"

You could have heard a pin drop in the ensuing silence, everyone stared at the couple in disbelief, Ichigo stubbornly looked away from the eyes that were fixed on him, while Rukia grinned widely, holding up her left hand to the crowd, and even the people at the other end of the room could see the glint coming off the diamond wrapped around her finger.

There was a sudden surge of movement as the entire dance troupe were suddenly swarming Rukia, grabbing her left hand and probing her with congratulatory questions, Ishida came up and offered Ichigo a pat on the shoulder and a sincere congratulations, luckily he was able to get this out before Nel tackled him to the ground in a hug, huge crocodile tears of joy rolling down her cheeks and snot out of her nose, "I'm soooo haaappyy fer yooouu." she wailed. Grimmjow, who had been sitting near Nel made no move to approach either of them, simply glaring at Ichigo before scoffing at returning his attention to his food.

Urahara let out a good natured laugh before returning the attention of the room back to him, "And to celebrate this joyous occasion, we will be throwing a little party this Sunday evening!"

"Little?" Rukia pipped up in a disappointed voice.

The rest of the evening dissolved into toasts and laughter. Orihime waited until the crowd around the happy couple dissolved a little before approaching, she then threw her arms around two of the dearest people in her life and told them that she wished them luck and love in their life together, and she meant it with all her heart.

::::

The 'little party' Urahara had promised turned out to be a masquerade ball that decorated the entire foyer of Las Noches, the normally regal white interior was bathed in gold and lights. In the few days before the night in question, every girl in Las Noches bar those who could afford to buy a new dress for the occasion (i.e. Rukia and Yoruichi), had bombarded Uryuu with requests for personalized, resplendent gowns, he took every request, he made every dress perfectly. THe morning of the ball, Nemu found him passed out on the floor of his studio from lack of sleep.

Rukia had offered to buy Orihime a new dress, the two girl had gone to Riruka's dress parlor in the city center to get Rukia measured for the costumes that Byakuya had special ordered. Orihime had been tempted, there was a gorgeous pink dress with a bell shaped skirt dotted with roses, and a line of yellow ruffle lining the neck, she could imagine spinning around the dance floor like a princess in it, but she'd politely declined. She already had her heart set on something.

While everyone else had been flocking to Uryuu, Orihime had followed all the men in Las Noches to the wardrobe department. They had grabbed formal looking suits that they'd worn in previous productions, opting for familiarity and comfort, not really caring about getting 'into the spirit' of the event. Orihime had rummaged through the racks of Cirruci's old dresses, one after the other, after the other, after the other, until finally...

It looked exactly the same as the day Uryuu had displayed it to her, he had explained where he would be trimming fabric, letting out that and taking in this, but she hadn't heard a word of it, she'd been staring at the dress that represented her big moment in the spotlight. It was still absolutely beautiful, the white bodice with silver stitching and the miles of blue skirt. After Aizen had welcomed Cirruci back to the Prima Donna role, Orihime thought that it would be her last chance to ever wear something like this again, definitely the last chance to wear this again. But a masquerade was a time to shed your true identity and dawn a different guise, so if Orihime were to put on the mask of a leading lady for just one more night, surely no one would even notice.

::::

The night was alive and thriving, the exterios of Las Noches was strung with lights and colourful banners, from the roof, Ichigo's cousins Kukaku and Ganju set off fireworks that attracted the attention of the entire city.

There was a rotating system of carriages at the bottom of the steps leading up to the main door, it was from there that Kisuke Urahara emerged from his carriage, dressed in the guise of 'the red death', a red suit, cape and hat, with black leather boots, a black plummage attached to his hat, and a black skull mask that covered the top half off his face. After stepping out of the carriage, he held his hand out for Yoruichi who followed him into the open, wearing a form fitting purple and black dress, her hair was done up in a lose but beautiful bun, and she wore a purple and white cat mask around her eyes.

"Kisuke!" A voice called out to him, and the blonde manager looked up to see Aizen a little ways up the steps, dressed like an old time count or general, pressed white trousers and gloves, a black cape with red and gold design on the inside, his red jacket was decorated with tassels and medals, and fake (he hoped it was fake) saber at his hip, Aizen had his arm held out like a crook, and holding onto his arm was his wife Anna Marie, she was dressed as a flamenco dancer, a white dress covered in red polka dots and layered with red ruffles, and a single red rose adorning her dark hair.

The couple waved Urahara and Yoruichi to catch up with them. The two couples meet halfway up the stairs where they all exchanged greetings.

"You look amazing." Yoruichi told Anna, lenaing around Aizen to talk to her.

"As do you Senorita," the other woman smiled, "I have to congratulate you all on this party, such a splendid night."

"Hopefully we can consider it a preview to a bright new dawn, one where Las Noches will be the toast of the city." Urahara announced, not missing the subtle flash of derisiveness in Aizen's eyes.

The group of four reached the top of the stairs, where waiters were standing by the doormen with trays of champagne flutes, they each took one.

Aizen raised his glass in a toast, "To us." Turning his head to give his wife a quick kiss before taking sip.

"To the toast of the city." Urahara added, staring at Aizen with just a little hardness in his eyes.

Aizen noticed of course, and he responded with a genuine chuckle, "Such a pity that the phantom couldn't join us don't you think?" He asked rhetorically, before leading his wife indoors.

Urahara would have stood there and watched the other man walk away, but Yoruichi pulled him along, the door men pushed open the main entrance, and the four entered the Masquerade.

It was everything childhood fairy tales are made of, the lobby had been transformed into an opulent ball room, the gas lights had been given special covers so that the whole space seemed to glow gold. The place was filled with people who were not people, every guest had taken the chance transform themselves into jesters, princesses, satyrs, pirates, leering eyes, ace of spades. Every colour imaginable swirled around each other on the dance floor.

Off to the sides of the room, Isshin and Ryuken stood with their own champagne glasses, remembering the old days, Rangiku was taking a break from her many dance partners to sit with Yuzu and gawk at all the beautiful costumes, while Karin and Toshiro stood at the buffet table, resolutely not caring about dancing.

Ishida was swarmed with thank you's from every woman he'd made a dress for, he was dressed in a simple formal suit, the only exception being a pink rose pinned through his lapel, a similar pink to the roses Nemu had attached to the long braid running down her shoulder, her dress was another of his creations, layers of light pink and violet, a design inspired by the sugar plum fairy. She helped him stay upright and avoid his father throughout the evening.

Nelliel was a storm of teal and sea foam green, she swirled around the dance floor going from partner to partner without break, she had a small eye mask on a stick that she waved around like a wand in those moments she was dancing by herself. She even managed to get Grimmjow onto the dance floor, he had been sitting on the grand stair case with his usual group, all taking swigs from the bottle he'd stolen from one of the caterers, he hadn't made much effort, black trousers with a white shirt, sleeves rolled up and an unbuttoned waist coat with gold trimmings. In that moment where his hand was hovering in the air after he'd handed the bottle on, Nel had snatched him by the wrist and dragged him onto the floor, much to his colourful protests.

Harribel stood like a statue, in her usual high necked dress, but with ornaments in her hair and a more decorative cane, she stood protectively by Lillynette, who had made no attempt to dress up, aside from the viking helmet. The green hired girl had been absent from Las Noches since the incident, spending all he time watching over her father in the hospital, Harribel had 'insisted' Lillynette attend the party, saying it would be good for the girl, and that her father would agree were he conscious.

Byakuya was the picture of dignity as always, in a blue and white suit with a golden eye mask and matching walking stick. He'd been standing against the wall making polite conversation with other guests, until Yoruichi ambushed him, pushing him and Soi Fon together in a surprise attack.

The ballerina had her dark hair in her usual braids, but for the special occasion she had tied golden loops onto the ends, she was dressed in a bright yellow and black dress, the front of it's skirt only came down to her knees and then swooped out around her back, with gauntlet like bracelets on her wrists.

The two proud individuals did their best not to squawk as their shared mentor pushed them together and then out onto the dance floor, both agreed that they weren't all to fond of the social event, but participating in at least one dance would only be proper. The fact that they considered each other to be of more agreeable company than most others went unsaid.

The couple of the hour, Ichigo and Rukia were making their rounds around the room, receiving congratulations on their engagement from all the guests that had come from outside Las Noches, once they found a break in well wishers, they made a break for a hiding spot behind a column.

"I didn't realise so many people cared about us getting married." Ichigo sighed, leaning his back against the wall, he was dressed almost like a vampire, with a dramatic black cape over a blood red waist coat, he had lost his white skull face mask somewhere in the crowd (it was hard to talk with that thing on).

Rukia chuckled, just as tired, "They mean well, and they are our friends." Her dress was layers of black and purple, with matching coloured flowers in her hair, and purple wrist gloves.

"More like they're friends of friends of friends of our families. Or their press." Ichigo added that last part as he spotted Shuhei Hisagi and Kira Izuru moving throughout the crowd.

Rukia laughed again, admiring the diamond on her finger, "If this is tiring you out, just imagine what the wedding will be like."

Ichigo bumped the back of his head against the marble with a groan, "Can't we just elope to the mountains? I'll pack my sisters into a suitcase, you can leave a note for your brother. It'll be romantic... and very laid back."

Rukia leaned forward, resting her chin on his chest and looking up at her fiancee, "Having second thoughts?"

He looked back down at her indigo eyes, a smile naturally coming to his face, "About you? Never."

The two clasped their hands together, "So, what's the battle plan?" Ichigo asked.

Rukia pulled him away from the pillar and turned him back towards the crowd, "Divide, and conquer." She answered.

They pecked each other on the lips quickly before rejoining the fray.

On the other side of the room, Orihime was having the night of her life. Tatsuki and Chad, two friends she hadn't seen in ages had come out for the night, the three of them were taking turns, dancing with each other and feasting at the buffet table.

"So you really think your school will be opened soon?" Orihime asked excitedly.

"Well as I pointed out in my many letters, it's not technically illegal for a woman to open her own self-defence class." Tatsuki explained, "So, provided I can show them a good amount of my... charm and reason, it shouldn't be long before you see me cutting the grand opening ribbon." The dark haired woman flashed Orihime a grin.

Orihime let out an airy laugh, "And you're really going to be helping her run it Chad?"

As usual the tall man wasn't one for words, but before a pause could even appear, Tatsuki whacked the back of her hand against his thick chest, "He says he's going to help, but between you and me, he's just going to be there to carry my stuff."

The three of them laughed together, in the way they only had when they were young. Orihime felt herself getting lightheaded with happiness, through the shifting sea of people, she spied Ichigo and Rukia standing back to back as they talked to very rich looking people. There was a time when such a sight might have broken her heart a little bit, but there were things in Orihime's life and heart that had replaced the childish crush she'd harbored for Ichigo all those years ago. And there was simply no denying how much those two loved and needed each other.

"So, when can we expect to see you in the spotlight again? I want to be sure to be there at your next performance." Tatsuki demanded.

Orihime's smile faltered briefly. "Um, well... the thing is-" Her stuttering excuse was interrupted when the lights suddenly went out, the orchestra came to a screeching halt. There was a brief flare of panicked shouts, followed by anxious chattering, the recognizable voices of Urahara and Yoruichi called for everyone to remain calm.

The lights came back to life slowly and slightly, lending a thematic ambiance to the room, it was just enough light that Orihime could make out the silhouettes of the mass around her, and some of the features of the people close by. Her eyes flew around the space, trying to spot... she didn't know what, but she felt some kind of pull, like there was somewhere she was meant to be looking, and soon enough her eyes landed on the top of the staircase, and she realized what had been pulling at her.

Gasps filled the air, as every member of the Las Noches company spotted the lone figure standing at the top of the staircase, a ghostly figure in white, illuminated by the best of the poor lighting, his hands in his pockets, a sword at his hip, and a thick leather parcel under one arm. The air was tense like a piano wire. For Orihime, she couldn't hear any of the gasps, she couldn't see the confusion on Tatsuki's face, she couldn't feel anything but the tightness in her chest. She'd seen him face to face, she'd been in his home, she'd been in his arms, felt his hands on her. But it had always been just the two of them before, now he was standing here, the center of attention of an entire room of people, and almost all of them knew who he was.

::::

He took a single step downwards, each person who'd already had an experience with the phantom took a collective step back. Orihime couldn't see his face clearly, both because of the lights and the new mask he was wearing, that covered the entire right side of his head, with a horn running along the side.

"Why so quiet, my good audience?" He asked, his voice filling the entire lobby. "Did you think that I had left you?"

He continued slowly down the steps, everyone who could have been in his way pressed themselves against the nearest wall in an instinctual sense of fear. His green eyes surveyed all the staring faces looking up at him, fish eyed disbelief, he wasn't quite sure what to expect from his grand reveal, but Ulquiorra supposed this was fitting. He found Aizen standing at the bottom of the stairs, he stood perfectly still, his face it's usual mask of composure, but Ulquiorra could sense a flash of fury resonating within the man, this was not a course of action he had approved of.

But then he spotted Orihime off to the side, wearing the same look of wide eyed innocence as the first day he'd spoken to her. And she was wearing the same dress as the first night he'd revealed himself to her. How fitting.

"No need to look so scared." He said to no one in particular, he removed one hand from his pocket and held up the finished score, "I have written you an opera." He announced, throwing the leather bound pages to the managers standing at the base of the stairs, the string holding it together came undone with the force of its landing, dramatically revealing the title page,

DON JUAN TRIUMPHANT

"You know, by this point, what happens when you disobey my orders, so surely this will be your next production." Ulquiorra continued his way down the stairs, holding the attention of the entire room in his pocketed hands.

"I will allow you to manage its production on your own, with the exception of a few specific instructions." Emerald eyes slid over to Dordoni and Cirruci, who were clutching at each other near the banister, "Dordoni Alessandro does not posses the necessary characteristics to play Don Juan," turning his back on the two hacks he looked out into the crowd, "so I will allow the role of leading man to be given to Grimmjow Jagerjaquez. Provided that he can learn to contain himself."

The blue haired man in question let out an animalistic grunt, but a firm hand on his arm kept him from moving forward.

"Any outside interference will not be permitted," the phantom directed at Byakuya, his eyes then turned to the orange haired man in the middle of the crowd, his eyes somehow turning colder, "my theater's benefactors should learn from the managers, that his place is not in Las Noches."

The dark eyes drilled into Ichigo Kurosaki, all the murderous intent behind them was staggering. The phantom of the opera then turned away from him like it was nothing. Ichigo took the opportunity to move through the crowd towards Byakuya.

"As for our star..."

::::

Those green eyes that had thrilled and haunted her in equal parts, finally landed on Orihime. And the breath that she hadn't realised she'd been holding hitched in her throat. He moved further down the steps, his gaze never wavering from hers, her body that had already been tight with some emotion she couldn't put a name to began to feel like it might implode.

"Miss Orihime Inoue." He said her name like it was something special, the singer was vaguely aware of other people around her, but they had become noise in the background.

"No doubt she'll do her best. It's true that her voice is excellent. But she still has much to learn," He was speaking to her, even if indirectly. "And should she wish to excel, should she wish to succeed, she will have to return to her teacher."

He was still a few steps above her, and at some point without her realising, Orihime had walked to the bottom of the steps. So close yet so far.

Ulquiorra withdrew one hand from his pocket, raised his arm, and held his hand out to her. In that moment the world was narrowed down to just the two of them, Orihime felt like even if she had been left blind and deaf she would still be able to sense his presence. Her body reacted without hesitation or thought, lifting her own hand up to take his.

His own pale fingers stretched out just the tiniest bit in anticipation. And then the real world came between them again.

A strong arm wrapped around Orihime's waist from behind, yanking her off her feet and pulling her away from Ulquiorra. She was so shocked that the best reaction she could make was a choking sound tumbling from her gaping mouth. Ulquiorra's eyes flashed with anger, focused on the man pulling her away. But before he could react in anyway to that, Byakuya lunged at Ulquiorra from the side, brandishing his cane like a cudgel. But faster than anyone in that room thought it was possible for a human to move, Ulquiorra pulled his sword from it's scabbard and parried each one of the police chief's blows.

"No!" Orihime screamed out, as she began to struggle against the arm holding her, but another arm just held her more tightly in place. Orihime twisted around in the grasp, expecting to find Chad, but instead she was looking up at Ichigo, he wasn't looking down a her, but there was a hard look on his face that made her grateful of that.

Byakuya and Ulquiorra continued their bout upon the landing of the staircase, until Ulquiorra was finally able to knock Byakuya backwards, just enough for him to drive his sword into the ground. Their was a sudden explosion of light from all the lamps in the room, everyone gave a shriek of surprise and ducked their heads. And when they looked back, the Phantom of the opera was gone.

People were shouting, the room became alive with fear and tension. Ichigo released Orihime and left her in the care of Chad and Tatsuki, while he left to go join up with Byakuya and the rest of the police. Orihime heard Tatsuki's voice, felt her friends hands trying to pull her this way and that. But she just kept staring at that spot where Ulquiorra had been. He had appeared and disappeared just like that, dozens of times, coming to her and leaving without a trace. But this was the first time his doing so had left such destruction in his wake.

Or, maybe... was this just the first time she'd noticed his destruction?


Author's note: If any of you are curious about the character of Anna Marie, you can learn more about what's up with her in Shi-Daisy's fic 'Road to Redemption' and 'Road to Ruin'. They're really good reads.