Warning: Flashback, female OC (and a few male OCs, but I know you guys aren't so spooked by those). I shouldn't even have to say "no romance," but I know the convention with female OCs...

I usually really hate flashbacks as they're done in most fanfiction, but I do appreciate the need for some context when absolutely necessary. And this is kind of really necessary, so please don't hate me. You can skip the whole thing, it won't hurt my feelings TOO much, but there are lots of important plot points. I worked really hard to write this, and I think I was able to avoid all the really horrible stuff you guys might be used to seeing in fanfiction.

Trust me a little. There must be a reason you guys have stuck with me for 20 chapters and 130 000+ words, right?


An inhuman roar shook Hueco Mundo. Unspeakable pain smothered all in thick darkness.

Far away, a girl and a man sat and watched the billows of darkness form almost a mushroom shape. The look on the girl's face was of intense pity, and she turned to the man.

"How much longer are we going to leave him like this?" the girl asked, brow furrowed and tears in her voice. The man did not look at her; his eyes remained trained on the deep cloud of black that hung far out on the horizon.

"He's still dangerous, Penumbra," the man replied, tone grave. He looked to the young girl, sympathy in his soft brown eyes. "A great tragedy has happened on Earth, and it is he who carries its burden. When the time is right, we shall approach."

"But Soleado," Penumbra argued, tugging the man's sleeve childishly, "you said it was quick for me to have formed and reached this point in 600 years. That being has already developed into this after only a few months. Can we really just leave him?"

"That's why he is extremely volatile," Soleado explained. "He's developing very quickly, and while he could be ready at any moment, he is still very dangerous." The man abruptly shot the girl a sharp look. "You must not approach him, Penumbra."

Penumbra frowned slightly. "It's inhuman to leave him like this. I bet that if I could get close enough to him, I could help him find himself again..."

"Don't even think of it, Penumbra," Soleado commanded in a low growl. "I will not let you kill yourself." Penumbra stared into the engulfing mushroom of black.

"I just want the pain to stop," Penumbra murmured, eyes downcast.

Soleado's eyes softened. "When something horrific happens, and the experience is shared by so many of a Hollow's souls, Reclamation will happen more quickly." The man mustered up a crooked smile for the girl. "He shouldn't be much longer. You have to give him time, though; let him find his own path."

The girl's eyes narrowed with pain. "I know. I just wish I could do something for him. Those poor souls have already suffered so much." There was silence for a long while.

The man's sorrowful gaze was on the mushroom of black energy. Despite what he told Penumbra, he too couldn't help but think of ways to ease the soul's suffering. Leaving it to suffer alone went against everything Soleado believed in. "All of the souls in that being were killed by the same terror. He has within him only the memory of burning and death."

Penumbra's blank eyes were ever trained on the darkness. "Just like me." The man brought his hand to the girl's thin shoulder.

"This was his pyre," he said. "In some ways, his pain is worse than yours was. Your souls were assembled over centuries, and were diluted by feeding on other Hollows." Soleado's eyes filled with pity for the creature before him. "This man will not have that chance. He will carry with him nothing but the fire."

They watched the cloud of darkness for a while longer. In silence, Soleado rose and left to rejoin the others. Penumbra stayed there all night, as she had done so many nights before.


His flesh broiled. The pain was excruciating. The creature screamed his agony, releasing ever more darkness into Hueco Mundo.

There was too much. Too much pain. Too much despair. He couldn't do it. He catabolised himself. He fed on and destroyed the pain.

This continued for weeks. And then, suddenly, it stopped. And there was nothing but nothingness.


It was the thirteenth week that the burning man had enveloped the horizon with darkness. It was in the thirteenth week that the burning man fell. The huge dark cloud of energy imploded back into him, and the man fell to the floor. Penumbra saw it happen, and did not wait for the Elders to arrive. She ran as fast as she could to where the man was.

When she arrived at him, he was on his knees, looking up at the ghostly crescent moon, transfixed.

The man was breathtaking. His naked skin was smooth and white all over his body, his form slender yet strong. Towering black wings emerged gloriously from his back with a beauty and power beyond that of any angel. His head was crowned with majestic bull horns. His eyes glowed a deep forest green, reflecting every leaf that had ever slumbered in the darkness.

Penumbra fell to her knees, tears filling her eyes. This man shook something in her to the very core. This creature was her God, immediately and completely the center of her existence. Visions of the future flashed before her eyes. She saw beauty and greatness and the beginning of a new age. The ethereal being before her flooded her senses with immeasurable passion.

And then it all shattered. Tears of black flowed from the man's eyes, staining the pure white face with death. His eyes filled with pain once again, and his death flowed out to cover his beautiful face. The man looked down from the moon and fell onto all fours, wings spread out and showing their might. His fists curled up in pain and he let out a hellish, bloodcurdling shriek as his heart was pried from his chest. In a flash, his legs and hips, arms and hands, were covered with black fur.

"Stop, don't!" Penumbra cried out, throwing herself towards the man. The man's heart was being lost. Darkness fell from the sky like black rain and flowed out of the man in heavy black waves rippling the white sand. The dark power pushed Penumbra back, and she could only watch with horror as this God was cast down to a dark and burning Hell. Black dripped from his face and the new hole in his chest. A sword fizzled from the black he bled.

The man's soul collapsed even further. The fur receded, but the hair of his head grew longer, and the remnants of his mask, the God-like horns, spread out like a disease to form a helmet over his head. Penumbra could do nothing but watch.

But the pain was still too great for the man. His growing mask was holding all the darkness inside, keeping it from coming out. He needed to let it out. He needed to empty himself of the despair. The man brought his skeletal hand to the horn on the right side of his head. With a bloodcurdling shriek, the man broke off his horn. He clawed away at his mask, tearing off the plates of bone. He managed to rip off half of it before the pain forced him to unconsciousness.

The man collapsed onto the sand, bloodied head first. Penumbra approached him, but was pushed back by a heavy wave of dark energy. The black wings vaporized.

When the darkness curled away, stillness returned to the desert. A deafening silence hung in the air. The man was laid bare on the sand, almost lost in the eternal whiteness. Penumbra couldn't move. She sat there for what felt like eternity, tears flowing down her numb cheeks as if she had lost the love of her life and didn't quite believe it yet.

It was then that Soleado and the other Elders appeared. Soleado's concerned eyes shot to Penumbra and he rushed to her side. An Elder gently woke the newcomer. He helped the newcomer rise on shaking legs and covered the man's nakedness in a richly-coloured cloth. Soleado kneeled before Penumbra and shook her by the shoulder.

"What's wrong, Penumbra?" Soleado asked. "What has happened?" Penumbra looked up at her friend, agonized, then looked at the man who had been God.

It was then that they saw it: his Hollow hole. The elders were astonished. How had this happened? They looked to the shaken Penumbra. "What has happened, Penumbra?" Chief Elder Yano asked in a rasped voice.

Penumbra swallowed her tears, eyes still on the fallen God. "He was one of us," she confirmed. "He was Whole for just an instant. But it hurt him too much to remember. The trauma was too great." Her eyes filled with bitter tears. "He lost it. He just... lost it."

Chief Yano's deep blue eyes searched his endless memory for an answer. "Nothing like this has ever happened." He turned to the dazed man watching everything with blank eyes. "But the circumstances of the trauma were also unique."

"There have been Great Deaths before," another Elder, Estreya, noted. "But this was mass murder. The souls must hold so much resentment."

"In such a concentrated area," Chief Yano added, nodding. "And unexpected, also. The shinigami did not prepare for it like they did for the Wars." The assembled looked at the newborn one with curious, if pitiful, eyes.

"What is your name, new one?" The Chief Elder asked slowly, voice smooth and eyes kind. The man looked incredibly dazed. His gaze was empty, his face blank. No trace of his immense pain seemed to remain except for two pale green tear marks.

"My name is Ulquiorra," he said numbly. Almost as if he were tired, Ulquiorra looked about the gathered, still wondering where he was.

"What is the last thing you remember, Ulquiorra?" Chief Yano asked gently.

Ulquiorra seemed confused. "I was... burning. In a great fire."

"Do you remember anything before that?" The Elder pursued.

"No." Ulquiorra's brow furrowed just slightly, as if the inability to remember caused him great distress.


When the bomb hit, no one was ready. The Japanese people didn't see it coming, and Soul Society had not prepared for the immense amount of death there was. Such a place, drowning in death and despair, was a breeding ground of Hollows.

The Hollows ruled the city, hardly impeded by shinigami. They ate all the souls dead from the blast and from subsequent radiation poisoning. Then they ate each other. Shinigami had long vacated the area, judging it too dangerous.

After weeks of cannibalism, all the death had been amassed as one Hollow. It was no longer a Menos, or even an Adjucas, it was an immobile cloud of pure darkness. It carried within it all the pain and despair of the dead. It felt like its darkness would swallow the world. Soul Society refused to approach it.

There were just two shinigami who knew what had to be done. They waited until the Gotei 13 had entirely dropped their perimeter around the creature. The two knew that even with their combined powers, attacking this creature would mean their deaths. The only chance at freeing the area from this creature's unending death was to move it to Hueco Mundo.

It had taken months for Urahara to figure out the route to the Hollow World. And now, as he stood before this creature of pure death, his heart was filled with nothing but pity.

"Do you remember how we were taught to hate these poor souls?" Yoruichi asked, resentment just barely perceptible in her voice. Her heart was at a time heavy at the sight of so much pain, and filled with anger at Soul Society's indifference.

"If we had a few more Captains, we might be able to purify this thing," Urahara noted. The two watched the pitiful monster for a long time.

"Things will change, Kisuke," Yoruichi promised in a soft voice.

Kisuke responded by opening the huge gateway. For a few minutes, there was nothing. They began to wonder if their theory had been flawed. And then they felt it. The darkness was approaching.

"A being of such pain and despair," Yoruichi murmured softly, "is bound to be attracted to a place that promises emptiness."

As the Hollow approached the barrier with mindless determination, the darkness lagged behind it. Urahara and Yoruichi were able to catch a glimpse of the tragedy as it floated by. It was a man. He had ghostly white skin, hair as black as coal, and glorious black wings and horns reminiscent of the light-bearing Lucifer.

The horned one floated by with the cloud of darkness still flowing out of him in painful spurts. Yoruichi and Urahara watched as he disappeared into the darkness, and were left to wonder what kind of future a creature like him might have.


"Welcome to our village," Chief Elder Yano, greeted grandly as they arrived. He was a large man, belly round and face wrinkled with smile lines.

In the farthest reaches of Hueco Mundo there was a village that was called Crepusculo, inhabited by the Vasto Lords. It was a village of about 35 Vasto Lords, a rather small and tightly knit group compared to others. Habitations made of crystal and colourful cloths were peppered about in a large crevice at the foot of a steep mountain range. The sharp rocks that were the walls of the village provided relief from sand storms and dangerous wandering Hollows.

The bustle of the village disoriented Ulquiorra. It had felt like years that he was caught in the suffocating darkness. Now there was only emptiness left inside of him, so Ulquiorra didn't know how to react to the kindness of the Vasto Lords, who seemed more alive than any Hollow should.

What was the most striking was the colour. Everything was bight and vivid. Habitations were ornately adorned with arabesques of crimson, ocean blue, sunflower orange. People wore vibrant colours; a lot of deep blues and emerald greens and pumpkin oranges. As Ulquiorra walked through the village, he was bombarded by rich, heady scents of strange herbs that had been gathered from the Menos Forest.

They held a celebration for the newcomer. They served juicy and colourful fruits and perfectly spiced vegetables whose scents hung in the air like ornaments. Penumbra sat next to Ulquiorra, but he didn't notice her.

The elders told stories of the tribe's past, great legends of old. There were battles and tribulations. There were victorious stories of Vasto Lords driving out shinigami who had come to destroy Adjucas and replenish their stock of powerful souls. But the most proudly recited stories were of partnerships and peace-making between the Vasto Lord tribes. They told the fundamental creed of the Vasto Lords for Ulquiorra and several other newcomers and visitors. Ulquiorra sat and listened carefully, absorbing everything like a child.

"All humans experience death," Chief Yano said, "and no human is truly at peace with their death. Hollows are born of the trauma of death. A Hollow is a human whose heart is stolen by death."

"A Hollow will seek to fill the hole left by death by eating humans, shinigami and other Hollows," the man continued, "This is because the Hollow knows, instinctively, that the more souls it holds within it, the more of its past humanity it will regain. Over time, a Hollow would evolve into a Menos Grande, and after feeding on even more souls, amassing souls within themselves, they will become Adjucas." Everyone's eyes were riveted on the Chief.

"From there, simply feeding on Hollows will not bring about evolution," Chief Yano revealed. "All of us here understood that by carrying 50 000 human souls, 60 000, even 70 000, it made no difference anymore. Humanity was already with us." He paused to look with kindness at Ulquiorra. "Instead of looking outside of oneself for wholeness, we needed just to look within."

A smile lit up the Chief's face. "And this is what makes a Vasto Lord." He looked about him, at the Vasto Lords who had made this journey long ago. "A Hollow who realizes that they are whole." Chief Yano laid his eyes on Ulquiorra, who had reached the level of Vasto Lord before repressing everything.

"That's why we don't need to eat Hollows," Penumbra whispered to Ulquiorra. She was a girl who looked about fifteen, with short black hair framing her round and smiling face. "We don't need to fill the hole, because the hole has already been filled." She leaned closer. "But since you have a Hollow hole, if you're ever hungry, I could bring you out hunting sometime..." Ulquiorra shot the girl a look that would strike terror in any sane person. Penumbra just blushed, deeply touched, a blissful smile on her lips.

As it turned out, Penumbra never let go of her vision of Ulquiorra as the glorious horned God. Something deep within her cherished this vision more than anything else. She saw something in Ulquiorra that very first instant that touched her to the very core, and she would never be the same. In that one fleeting moment, she met her God.

It was this woman's fate that, until her last breathe, Ulquiorra would be her first thought as she awoke and her last thought before rest. Even years later, she would dream of him with the towering black wings and the godly bull horns she had only seen in an instant. She never stopped believing that this God was still within him, and she yearned every day to see it just once more. Until then, Ulquiorra's word was gospel, his eyes the only Truth and his body the only beauty.

It was more than love. It was more than adoration. It was the essence of human devotion, unknowable to a mortal soul.


"Why does she follow me?" Ulquiorra asked Soleado one night as they prepared for rest.

Soleado dipped his feather into his ink well, the candlelight flickering. Ulquiorra stood erect behind him, hands in his pockets. "Penumbra?" Ulquiorra's serpentine eyes just sharpened.

"She does not leave me a moment's peace," Ulquiorra noted with what might have been annoyance. Soleado's eyes looked tired. He turned away from his parchment to face Ulquiorra.

"Penumbra is a unique person," Soleado started with a deep sigh. "She is the only Vasto Lord that has ever been known to predict the future." He smiled a lopsided smile, like a father trying not to brag about his overachieving daughter. "And she does it extremely well." Ulquiorra didn't react.

"She sees great potential in you," Soleado explained. "Greatness that our kind has never imagined."

"Why?" Ulquiorra demanded, still rigid as a rod.

"Well, your strength is obviously staggering by Vasto Lord standards," Soleado explained, "That is a result of your unique metamorphosis, degenerating from Vasto Lord to Adjucas, and then finally ripping off half your mask." Soleado scratched his head, working through this highly-theoretical stuff. "As far as Arrancar go, one that has reached the level of Vasto Lord is extremely powerful."

"But that's not why Penumbra sees great things for you," Soleado sighed, trying to communicate something even he didn't understand. "She calls you the horned God. She says that you will cut through the decay and bring about a new era."

Ulquiorra didn't understand. In his small village, in his small world, what was there to change? To this new soul, nothing past the horizon was real. "It is not true."

Soleado smiled kindly. "She's never been wrong yet."


Another night, the Vasto Lords shared their stories of the shinigami. It was always a hot discussion. A new Vasto Lord shared his experience.

"There's a soul within me with memories of the Soul Society," said the young man, named Banket. "Just a few decades ago, there was an incident where a new Captain, Captain Urahara Kisuke was his name, was suspected of experimenting on souls by turning them into Hollows."

"What?" Penumbra demanded, "How could he treat people as test subjects?"

"He eventually turned half of the Captains and Vice-Captains into Hollow-like things," Banket continued. "My soul thought that that was why he was banished to the Material World."

"How could people that exist only to protect do such monstrous things?" Soleado fumed, tussling his salt-and-pepper hair, feeling instinctively for the scar at the back of his head. "The Gotei 13 is so grossly incompetent. I don't know how they've survived this long. You can't tell me this incident didn't have an impact on their ability to konsou!"

"Shinigami are the monsters in a pleasing form," an Elder replied. "They look like humans, but they have no true concern for humans."

"They believe themselves superior to us," one Vasto Lord complained, "when all they do is lounge about all day and let the humans in their care suffer in Rukongai. Have you heard of the monstrosities that occur there?" The Vasto Lords exchanged stories of their souls' experiences in Rukongai.

"We have a fundamental difference in philosophy with the shinigami," Chief Yano explained to Ulquiorra and a few of the newer tribe's people. "The shinigami seek to divide. They believe each creature should be limited to having only one soul."

"Which is hypocritical," another Vasto Lord, a pouting blond woman, chimed in, "because soul multiplicity is what gives those shinigami so much power!"

"The Vasto Lords, however," Chief Yano continued smoothly, clear blue eyes shining as he leaned forward, "believe that true beauty comes from unity. The more souls we amass, the stronger we become, the wiser we become. As long as we stay true to what we hold within," he said as he pointed to his heart, "our humanity will exceed the self-righteous shinigami." Some Vasto Lords nodded.

"Shinigami are a plague to all unity and equality," Chief Yano claimed, motioning to the Vasto Lords that surrounded him. "They do not understand that the more souls you carry, and the more in touch you are with those souls, the closer you come to understanding the True Universe." The Chief's deep blue eyes glossed over. "I, who carry 156 803 souls within myself, hold the whole world in my hands." He turned to his people.

"Do you know what it is like to feel the vital blood of the world pulsing to your very core?" he asked. "Do you know the peace that comes with remembering a billion different sunsets, in a billion parts of the world? Living 156 803 different lives, filled with love and hate and humanity? Being personally in love with hundreds of thousands of people? Being a father, a mother, a grandparent to millions of children?"

The man's clear blue eyes shone. "This is what it means to be one with the universe. It is something that only a Vasto Lord can truly understand." Chief Yano smiled at Ulquiorra, who had not yet discovered the true beauty of humanity. "And this is why the shinigami fear us. This is why they tell stories of our greatness. Not for our strength, not for our cunning," the man's eyes sparked with nothing but truth, "but because these Gods of Death pale when faced with Gods of Life."

Ulquiorra blinked, heart empty, absent, and wholly unmoved. Greatness would never be incentive enough to face to the unending darkness again.

"Wait," one Vasto Lord, a newcomer, spoke up. "So you guys think that shinigami shouldn't exist?"

Chief Yano was the quickest to answer. "That's what I believe, I know others disagree with me," he said, casting a glance at his friends beside him. "But I believe that this universe is progressing towards the unity of all living things. It's called the noosphere." Ulquiorra almost raised an eyebrow at that one.

"So you think that all humans should become Hollows?" the newcomer, Repartie, a young-looking man with dark hair asked, almost incredulous. "Maybe you guys have lived too long to remember, but being a lower Hollow was horrible. Don't you remember the hunger? The pain?"

"Trust me," Soleado nearly grumbled, "that's nothing compared to most places in Rukongai. At least as a Hollow, you ultimately end up as part of a Vasto Lord." Soleado smiled, eyebrows still gruff. "The pain is worth the reward, if you ask me."

Repartie didn't accept it. "Without shinigami, the human world would be in shambles," his face was flushed as he opposed some of the most powerful people in Hueco Mundo. Luckily for him, there was back up.

"I agree with you, Repartie," another Elder, Joyce, responded. "As we are now, we're in equilibrium. Some of us end up as Hollows, which, like Soleado said, ultimately become Vasto Lords. And some stay in the cycle of life, death, and rebirth." She propped herself up on her elbow, almost looking bored. "Just because we enjoy being Vasto Lords, doesn't mean it's for everyone. Some people are happy just having one soul."

Chief Yano kept himself from rebutting. He didn't want to get into this debate again. "But whether we think shinigami are necessary or not, we all agree that they are terrible at their job. We all think it's hypocritical that they deny the value of soul-multiplicity even while their entire establishment depends on it."


Ulquiorra stayed in the village. The Vasto Lords helped him build a habitation, weaving bright fabrics into lavish designs. Ulquiorra lived a peaceful life without happiness and without pain. The villagers were friendly, but not clingy; they seemed to understand that he did not greatly appreciate companionship. Except Penumbra, of course.

"So you really don't remember how you died?" Penumbra asked one day, trailing behind Ulquiorra like a puppy. Ulquiorra shot her a glare.

"No," he replied rigidly. He didn't like this topic.

"Do you want me to tell you about it?" Penumbra asked hesitantly.

Ulquiorra did not hesitate. "No."

"Ulquiorra," she pouted, face round, "don't you want to be a Vasto Lord? If you remember, it'll help you re-embrace your humanity. You'll feel a lot –"

"I do not want to be human," Ulquiorra intoned, voice just slightly harsher than usual. "I can never be human." Penumbra's eyes turned sad.

"Ulquiorra, you know that's not true," Penumbra replied softly. "I'm a Vasto Lord: I have no Hollow hole, all that's left of my mask is an ouroboros around my bellybutton, and I feel feelings. I understand compassion and friendship, and that's why I want to help yo –"

"I feel nothing, woman," he said. "I will never feel anything. I am a Hollow."

"But if you just let yourself remember..." her voice faded off under his stern gaze. Ulquiorra started walking away. "Wait." He stopped, but did not turn around to face the girl.

"Has anyone ever told you my story?" She asked quietly. Ulquiorra turned around. "There was a time on Earth when people were terrified of witches. Everyone that showed the slightest bit of spiritual powers were tortured, or drowned, or burnt. Even lots of people who didn't have any powers."

Ulquiorra's brow arched at that last one. Burnt. Penumbra closed her eyes, looking into her soul. "So many of my souls are society's rejected. Roma, witches, pagans, Jews. I remember nothing of my life except being burnt at the stake. Everyone hated me, and as I burnt, I hated them too." She opened her eyes and looked sadly at Ulquiorra.

"But I never forgot my compassion towards the other condemned ones," Penumbra continued. She laughed a little. "It might seem strange, but at the time, all I wanted to do was eat them all. Make them part of myself. As if I was protecting them that way." She smiled. "That's why I was able to keep my personality so intact all these centuries, and with only 44 2332 souls inside me, was able to become a Vasto Lord."

"What is your point?" Ulquiorra asked dully.

Penumbra's gentle smile was filled with the kindness of centuries. "Even though humanity does horrible things to its people, and it's us who has to bear the punishment of their sins, we love them." She looked almost as if she glowed in the soft moonlight, eyes overflowing with a tragic kindness. "We love them so much that we want nothing more than to be one of them again."

"And what does it mean to be human?" Ulquiorra asked after a moment, voice void of emotion.

The girl's smile could light this whole dark world. "To love selflessly and for no rational reason." With those words, Penumbra skipped by Ulquiorra towards the nightly festival. She danced about to the melodic sound of the festival's music. She looked back at Ulquiorra, blushing just slightly, and smiled.

Ulquiorra followed her as stoically as ever, trying as hard as he could to forget the girl's words.


Despite her girlish appearances, Penumbra was strong. Ulquiorra realized this when she had him pinned to the side of a mountain with one ferocious, slender hand.

"Fight me," she demanded, voice still light and girlish. Her eyes sparkled with some obscure thrill.

"I have no desire to," Ulquiorra responded simply, hands, as always, casually in his colourfully embroidered pockets.

Penumbra's grip on him tightened. "Something will come and you will need to be strong."

"I will not indulge your crazed fantasies, girl," Ulquiorra rebutted. He pulled one hand from his pocket, and brought it to Penumbra's hand. Her nails were digging into the white of his neck. In a split-second, he was free, and Penumbra was thrown onto the sand.

Ulquiorra walked away, and Penumbra rose to her feet, pouting. "You have to take me seriously, Ulquiorra! You are going to need to tap into your inner power someday." Ulquiorra tossed a look over his shoulder.

"If that day was to come, I would know what to do," Ulquiorra supplied cryptically. A vein popped on Penumbra's forehead.

"And why would you know that?" she demanded, shouting and looking rather infuriated. "You know so little about what it means to be a Vasto Lord. You don't know the first thing about battle. You've closed yourself off from your souls and you won't train with me. When things start happening, you will be unprepared and will suffer greatly for it." The girl pointed angrily to the retreating Arrancar.

"Do not brandish your insanity and expect me to be intimidated," Ulquiorra shot back in his usual monotone. He bent down to pick up the crystal branches he had originally been sent to gather, and walked back towards the village. Penumbra followed, pouting at full force. Her arms were crossed, and she looked immensely concerned. They walked quietly for quite a while.

"I have been able to retrieve both of my prior Hollow states using my sword," Ulquiorra revealed, shooting Penumbra a sidelong glance. "Should something happen, I will have access to much of the power that you witnessed on the day I was born." Penumbra's eyes widened and filled with tears. She smiled brilliantly.

"Thank you, Ulquiorra," she cried, joyous with relief. She jumped to hug the stoic Arrancar. Ulquiorra's eyebrows twitched just a fraction with annoyance. "You have to show me! When did you do it? Why didn't you bring me? I need to see it, I need to see it!"

Ulquiorra closed his eyes, almost regretting putting the young girl's heart at ease.


It was in this way that Ulquiorra passed three decades. Life was uneventful.

Until things began changing.

News came in the form of an injured Vasto Lord. He arrived at the village one night, clothes bloodied and tears and sand staining his young face. He belonged to a neighbouring village, just over the mountain tops. When the Elders found him, they dressed his wounds with herbs from the Menos Forest. The whole village gathered to hear the young man speak.

"Hueco Mundo has been invaded by shinigami," the man revealed. Shock broke across the faces of the Vasto Lords. "They have employed strange Vasto Lord-like Hollows to do their bidding. One of them destroyed my village, killed everyone." Terror struck the village's heart. Murmurs were heard all around.

"What do you mean by Vasto-Lord like Hollows?" an Elder asked, eyes narrowed suspiciously. Everyone quieted down.

The young man turned to face his elder, tea warming his cold hands. "They have only vestigial masks, but they also have Hollow holes," the man's face turned slightly paler. He swallowed hard. "And they have no sense of humanity."

Almost unintentionally, all eyes turned to Ulquiorra. Chief Yano, face pale, could murmur only one word. "Arrancar."

From that day forward, Vasto Lords travelling through the region would stop by each village on their way to spread any news. News came in as scraps.

There were rumours that the Arrancar who would invade the villages of Vasto Lords had been Adjucas before removing their masks. This made them stronger than Vasto Lords, but weaker than an Arrancar who had been a Vasto Lord. Some villages were able to fight off the Arrancar, but many were utterly decimated by them. The problem could have been solved if the Vasto Lords had turned themselves into Arrancar, but none would ever be willing to sacrifice their morals and choose to resemble the shinigami they so despised. At the very least, they would conserve their dignity and Hollow pride.

It was yet unknown how many shinigami had invaded Hueco Mundo, but there were certainly more than one. The villagers sought wisdom in the past. Vasto Lords were characterized by their incredible ability to connect with their constituent souls. All memories were at their disposal. All feelings and personalities influenced who they were. All special abilities accumulated to make the Vasto Lord's power.

Chief Yano broached the subject with Ulquiorra in his habitation.

Ulquiorra just blinked. "I have no intention of looking back." Chief Yano sighed, hands on his large round belly.

"I told you so," Penumbra drawled, rolling her eyes. She reclined on Ulquiorra's beautifully embroidered cushions as if she owned the place. "He won't do it." The Chief just shook his head.

"It can't be rushed," he conceded, "these things can't be rushed." The elderly man ambled away, thanking Ulquiorra for his time and complimenting the neatness of his habitation. Penumbra turned to Ulquiorra, elbow on the ground propping her head up.

"You know, it would really help if you would just do it," Penumbra pointed out. "Your souls lived in Japan at the precise time we know Urahara Kisuke fled Soul Society." Penumbra pursed her lips, eyes expectant. "At least a few of your many, many souls have probably been in contact with him. Someone might know something more about him, or who else might be behind this."

"I refuse," Ulquiorra stated flatly. Penumbra sighed.

"Can I at least have a look, then?" she asked, exasperated. Ulquiorra's reply was a curt "no."

"It'll be fast," she added. Another curt "no."

"You'll see any important memories only in the third person," Penumbra promised. "You won't be traumatized." Another "no."

"If you don't, you're holding out information," she pointed out, eyebrows raised. "Information that could save our lives." Ulquiorra nearly hesitated. He threw an "I will not" over his shoulder.

"You'll be able to defend yourself," Penumbra argued, "but if one of us dies because you held out on us, how will you live with yourself?" Ulquiorra went beyond hesitating and simply didn't respond. Something foreign and strange tugged on his chest, and Ulquiorra didn't understand it.

"What will you do if the only place you've know," Penumbra whispered as she leaned in closer, going in for the kill, "the only people you've known, are just cut down? Where will you go?" Ulquiorra glared at the girl. "You'll be all alone in this dark desert with nothing but the memories." Ulquiorra could have winced, if he were one to do that sort of thing. He could bear anything but the memories.

"Fine, girl," Ulquiorra intoned, barely perceivable as a snap. Penumbra smiled a victorious, evil smile.

Penumbra was widely seen amongst the Vasto Lords as possessing powers special even by Hollow standards. She had a knack for fortune telling and an intuition you could bet horses on. Not only did she have the power to see into the future, but she could also see into a person's very soul. Her ability to manipulate energy was believed to be unparalleled by any human, shinigami, or Hollow. Penumbra sat Ulquiorra down in her habitation.

She drank tea in silence and breathed in incense, meditating in silence. When she was ready, she brought her hands close to Ulquiorra's chest. The first layer was emptiness. Deep beneath the emptiness hid a thick layer of darkness, pain, and despair. It was the trauma of his souls' deaths.

But in that cloud, she found something. A face. Two faces. "Two shinigami," she whispered. "They brought you here. They made a gate to Hueco Mundo." Ulquiorra's eyes shot open. He saw the shinigamis' faces in front of his eyes, watching the memory from the third person.

Penumbra pushed back further, before the deaths. She found precisely one hundred and forty-six ribbons of red, one hundred and forty-six shinigami souls within him, and she looked through their memories.

"Eight high-ranking officers of Soul Society were turned into Hollows-like things by Urahara Kisuke," Penumbra recited this already known piece of information and filled in some of the blanks, eyes blank and all-seeing, "it was believed that they were also rescued from execution by Urahara Kisuke and Shihouen Yoruichi and brought to the human world. Those were the two shinigami who brought you to Hueco Mundo."

"Wait," she whispered. She concentrated harder, sifting through the memories. "One shinigami was once sent to the human world under the orders of Urahara Kisuke to retrieve a Hollow who had torn off its own mask. Urahara wanted it for research..."

Penumbra's eyes met Ulquiorra's. "A Hollow who has a torn mask," he repeated.

"An Arrancar," Penumbra sounded. Realization was a terrible thing.

All the little memory fragments clicked in Penumbra and Ulquiorra's collective consciousness. Soul Society was turning Hollows into Arrancar and shinigami into Hollow-like things. And it was Urahara Kisuke that was behind it all. He was the one blending the border.

"The shinigami have learnt to make Arrancar," Penumbra stated. "They have brought that power to Hueco Mundo to create these new, 'perfected' Arrancar. But why?"

"Commander Yamamoto would not order Vasto Lords killed," Ulquiorra reasoned. "A Vasto Lord that would be reborn as a shinigami might have power much greater than even his."

"And he wouldn't let that happen," Penumbra brooded, leaning back on her crimson embroidered cushions. "Perhaps Yamamoto is doing to die, and he's looking for a replacement strong enough to keep the Gotei 13 unified?"

"It is possible," Ulquiorra considered, "although the murder of so many Vasto Lords seems too reckless for the Gotei 13. Where the Vasto Lords will go cannot be predicted; many may not become shinigami. Some of the more powerful people may even retain their memories."

"Maybe there are shinigami that are going against the will of Soul Society?" Penumbra suggested, shrugging a little. "Building their own army of Arrancar."

Ulquiorra's eyes sharpened. "For what reason?"

"Oh there's so many possibilities," Penumbra professed. "Revenge, resources, intractable differences. The list goes on and on." She shrugged. "Whatever's going on, we know that the invading shinigami are probably Urahara and Shihouen."

"Not necessarily," Ulquiorra contradicted. "Although it is likely, there is a chance that someone else has gotten a hold of Urahara Kisuke's research. We know they have the ability to open Garganta."

"Either way, this answers a lot of questions," Penumbra sighed, running her pale fingers through short dark hair. "If it wasn't Urahara and Shihouen, I have the names and faces of all the more recent Captains of Soul Society, as well as a sense of their personalities and abilities. I can match it up with whatever we hear about them."

"And what purpose will that serve?" Ulquiorra asked dully. Penumbra smiled mischievously.

"So I'll have a distinct advantage when I face off against these clowns," Penumbra grinned confidently. Ulquiorra's sombre face grew dark.

"You can't do that," he said. Penumbra laughed, then her eyes turned serious.

"They're causing a lot of trouble for the Vasto Lords," she said, "it's only a matter of time before they find us." Her eyes shone with a fierce determination. "When the time comes, I want to be ready."


"Ulquiorra," Penumbra shouted, throwing herself through the colourfully embroidered folds of his habitation. "Come quick!" Ulquiorra cracked open one eye, but by the time he did, she was gone. Ulquiorra closed his eye again, this time as if to sigh. He arose from his seat, where he had been meditating quietly. He took his sword.

Walking through the small village, it wasn't hard to see that something was really kicking up a ruckus. Ulquiorra found Penumbra amongst a crowd of Vasto Lords.

"There is a newcomer," Ulquiorra stated. Why had Penumbra been so urgent?

"Not just a newcomer," Penumbra replied, "we think he's one of them." Penumbra had a bad feeling. She pushed through the crowd.

"Soleado," Penumbra called, a tone of urgency in her voice. She broke through the crowd to where the Elders were negotiating with the visitor.

"Go back to your habitation, Penumbra," Soleado warned, without diverting his eyes from the visitor. Penumbra took a good look at the intruder. He was tall and lanky, with greasy black hair and an eye-patch. His sword was unsheathed and he held it against his shoulder. She couldn't see his Hollow hole, but she was sure he wasn't a Vasto Lord. The man looked threatening.

"My name is Nnoitra," the man said, raking his eyes over Penumbra. "You guys are Vasto Lords, right?"

"We are," Chief Yano allowed. "And what precisely are you?"

In a second, Nnoitra's sword was at the Chief's jugular. "I'm the one asking the questions here, got it?" Nnoitra grinned, his one visible eye narrowed.

The Chief didn't look fazed. "If you do not come peacefully," he said, a hair's breadth away from oblivion, "then you are not welcome here." Nnoitra's one exposed eye widened in rage.

But before he could slash off the Chief's head, Penumbra had a sword made of energy scraping against Nnoitra's. "He wasn't joking. You have to leave." She said, eyes narrowed. In the many times Ulquiorra had seen her sparring with one of the others, he had never seen her look so dangerous. Her weapon hissed with power, hardened energy glowing crimson.

Nnoitra just smirked, a dirty, lecherous thing. He kneed her hard in the gut, and she toppled onto the floor. "Fucking bitch," he spat as she heaved bile onto the sand. Her eyes were wide with shock. How could he be so strong? Was this an Arrancar's strength?

"Now, listen up fuckers," Nnoitra shouted, swinging his sword boisterously over his shoulder. "Either one of you guys comes with me to serve Captain Aizen, or I fucking kill all of you." Penumbra's eyes flashed with recognition. Aizen was one of the newer Captains, gentle and nurturing. The memories surfaced quickly, like a book whose pages are flipped by the wind.

Soleado's chin jutted up with pride. "We'd rather die than bow to a shinigami," he said, voice heavy with dignity and resolution. "We have at least that much pride." He drew energy from within himself and crafted a mace from his reiatsu. He held it expertly in his hand, falling into stance.

Nnoitra grinned. "I was hoping you'd say something like that." In a flash, Soleado's chest was slit open, blood gushing out as he collapsed to the floor. A look of complete shock crossed his face. Penumbra cried out to him, but Nnoitra just kicked her hard in the face. Other Vasto Lords conjured their reiatsu weapons, coming to their comrades' rescue. By sheer numbers, one was able to lay a scratch on the Arrancar's back. The result was terrifying.

"You fuckers wanna play hardball?" Nnoitra shrieked, lips curled back into a growl. Fury overwhelmed him and in the blink of an eye, with one swipe, he cut down six Vasto Lords. Even as more Vasto Lords went in for the attack, Penumbra saw the future of her tribe crumbling away. She spat out blood.

Ulquiorra's wide eyes took in everything. A deep and penetrating feeling tugged at his chest, and he didn't know what it was. He was immobilized by this novel feeling, but it shouted at him so desperately to do something. Another comrade fell before his eyes. But a powerful instinct deep within told him that if he so much as breathed, he would be lost to the unending sea of darkness. So Ulquiorra didn't breathe, didn't move a muscle. He squashed the feeling rising in his chest. The gate of darkness remained locked shut.

Penumbra forced herself to her feet, heaving for air. "Nnoitra, right?"

"Yea, bitch," the arrancar grinned, tossing away a Vasto Lord he had been beating on. Penumbra looked him in the eye, her own eyes burning with both profound determination and mind-numbing fear.

"Your 'Captain Aizen' has betrayed Soul Society," she stated, forcing her voice not to shake.

"Er, yea, so what?" Nnoitra replied, ambling over to the girl. He clenched and unclenched his sword.

"He is a master of deception," Penumbra claimed, confidence lacing her voice. "He has nothing to give you, Nnoitra. If you are looking for wholeness, you need to look with-"

"Shut up," Nnoitra interrupted, swinging his sword down on Penumbra. She blocked at the last moment. The intruder slashed again.

An Arrancar who had been an Adjucas was generally stronger than a Vasto Lord. But what happened in Crepesculo, and, indeed, in all Vasto Lord settlements, went much deeper than that. This Arrancar's brutality was his strength. He lived to fight, lived to kill. Against such a person who feels nothing but bloodlust, the deeply empathetic Vasto Lords could never win. Despite being multiple times stronger than Adjucas, they simply were not fighters. Their immense strength and speed could not replace the warrior's spirit that Nnoitra possessed.

Penumbra fell back, cut deep in her chest. Her frantic eyes went to the one person she had to protect no matter what. "Ulquiorra, take everyone and run. Let me distract him." More of the villagers charged Nnoitra, weapons made of energy in hand, but were quickly overwhelmed. They wouldn't let Penumbra fight on her own. They were family.

"You have to go, Ulquiorra, let me protect you." Ulquiorra watched with wide eyes, frozen in place and knocking on the gate of darkness. People he had known for countless years fell lifeless. Penumbra blocked another swipe of the invader's sword, sweat beading on her forehead. She parried his sword with ever-increasing desperation.

"Let me protect you Ulquiorra," Penumbra cried, eyes overflowing with the desire to protect as she glanced urgently back at him. "It's all I've ever wanted!" Nnoitra stabbed her in the gut, but she had never been more resolute. She coughed up blood. Something inexplicable stirred within Ulquiorra.

"Stop," he said, voice low but commanding. Nnoitra's sword grinded against Penumbra's as his eyes travelled to meet Ulquiorra's. "I will come with you." Nnoitra frowned.

"Fucking too late," Nnoitra spat, swiping Penumbra down into the sand and walking towards Ulquiorra. He swung his sword at Ulquiorra, who blocked easily with his bare hand. Nnoitra's one exposed eye widened in shock. The surviving villagers' mouths fell open.

A profound realization hit Penumbra. She saw what was to come and she smiled weakly. Her body hovered over the injured Soleado. Everything fell into place.

"Ulquiorra feels nothing," she explained to the bewildered man as she expertly sewed up his torn flesh with reiatsu. "He's totally Zen." She smiled, her new vision freeing her heart from fear. Her eyes shone bright with reflections of tomorrow. "He's stronger than anyone, because he feels no love or hate." Tears of joy and sorrow streamed from her eyes. "Just like light goes the fastest because nothing weighs it down."

"You said you were sent by Aizen," Ulquiorra confirmed, "the traitorous Captain of Soul Society."

"That's right," Nnoitra smirked. Ulquiorra paused.

"You shall bring me to him," Ulquiorra deadpanned, tone final, "and only then will I fight you. In return, you and your organization will not cause trouble to this village."

Taken aback, Nnoitra considered the proposal. This guy was small, but he sure seemed tough. Not garbage like the rest of this stinking village. The Espada grinned. "You're on. Let's go."

With those words, Nnoitra sonidoed away, half-hoping Ulquiorra wouldn't follow so that he could go back and finish slaughtering the villagers. Ulquiorra sent one last look to the battered village, all he had ever known. His eyes met Penumbra's. Her eyes were filled with tears and blood stained her, but she smiled so serenely. It was the last thing Ulquiorra saw before running after the Arrancar Nnoitra, away from the comforts of his past and into an unknown future.

"Ulquiorra, I have a vision just for you," Penumbra whispered into the wind, eyes narrowed and filled with tears. "Your love is so strong it will swallow all the worlds." She smiled so brightly, overwhelmed by happiness. "If you're not afraid of it, you will become the God I always knew you were."

Penumbra smiled through the tears, eyes glowing bright. Her voice was soft and rasped. "I just wish I could see it one more time." With a bloody hand, she held onto the deep cut through her heart.