A/N: You may have noticed that now Sol mostly calls his parents by their names. I honestly can't imagine him calling Ulquiorra and Grimmjow "Mom" and "Dad" now that he is older.

Anyway I was extremely exited to write this chapter because I had the coolest fucking idea for Szayel and I couldn't wait to share it.

.o.o.o.o.o.o.o.o.o.

Ashido took the time to study the young arrancar. He hated hollows, every single one of them. They were decrepit creatures that lived only obeying their instincts. They killed and ate each other without remorse. They'd slaughtered his friends. They'd taken everything from him. There was nothing good about them at all...really.

So why did he get this strange, sentimental feeling when he gazed upon the offspring of Ulquiorra Cifer and Grimmjow Jeagerjacks?

He hadn't seen the boy in decades. Then, he'd been but a tiny baby unable to do anything but cry for the arms of his caregiver. So soft...so innocent...even though he'd been born of two monsters. My, how he'd grown over the years. Already he was the same height as his "mother". His body was long and lean with his current appearance mirroring that of Ulquiorra when he released his zanpakuto. But of course he remained a child. There was no mistaking those eyes...eyes shining with an innocence unheard of in this world of darkness and death.

"Where can I find this 'Szayel'?" Sol demanded, still clinging to the limp body of his father. Ashido couldn't help but wonder why this little arrancar was so concerned over Grimmjow's impending death. True, they were father and son, but they were also hollow. It wasn't the same. The man finished his physical assessment of the boy and opened his mouth to answer, but Ulquiorra spoke first.

"You are not going. I am." Ulquiorra said simply, "Alone." Sol would not have it.

"Grimmjow made me promise to protect you."

"Grimmjow is an idiot, Sol. This man...This Szayel...He'll capture you, torture you, and take you apart piece by piece. I do not wish that to happen to you." Ulquiorra responded quietly.

"If he tries that, I'll cut him to shreds! Let me do this!" Sol growled. Clearly, he was unhappy being treated like a child. He wanted to save his father. He wanted to prove himself. He wanted to show Ulquiorra that he was worth something and that he could take on the duty that apparently Grimmjow had entrusted him with. For a moment, it seemed like Ulquiorra might just give in. His eyes studied his son hard, as if measuring him against the task he wanted to undertake. Then he shook his head.

"You have no idea what this man is capable of," Ulquiorra said with finality, "Take Grimmjow home and stay there. I'll return before the moon rises." He cleaned the sand from his blade and placed it back in the sheath at his belt. His coattails swished as he turned sharply and began walk away, but he was forced to stop as Sol's long, black tail wrapped around his arm.

"And if you don't come back?"

Ulquiorra glared at him warningly from the corner of his eye, but Sol refused to back down.

"I am the fourth espada," Ulquiorra stated simply in response, aware that this would make no sense to the boy, "You were a good child, Sol. Without you, Grimmjow and I would have remained enemies for all eternity. You have my gratitude," he added stiffly. Sol was forced to let him go and watch him leave with an angry heart.

Ashido was more than amazed by what he'd seen thus far. These arrancar interacted...almost as if a family should. It wasn't like any family Ashido himself had ever witnessed, but the elements were there. That these beasts were actually capable of following the traditional archetypes of mother, father, and child was beyond belief.

The sand around them swirled dangerously as the child arrancar's reiatsu, uninhibited by a human form, rose to a frightening level in his anger. Ashido could feel his emotion in the air. He was torn between wanting to follow Ulquiorra and at the same time wanting to watch over Grimmjow. Ashido would make his choice easier.

"Do those wings of yours work?" the shinigami asked in a low voice. The boy was caught off guard. His anger faltered.

"Of course they do!" he snapped defensively.

"Then why are you still here?" Ashido said. He pulled the unconscious form of Grimmjow onto his back and replaced the stolen hollow mask over his face. For a moment the boy was simply confused. Then his eyes widened as he realized what the shinigami was telling him to do.

"Watch over my father," he said. Ashido gave him a small nod as an answer. The boy arrancar spread his black wings to their full span- an impressive length- and after a few clumsy tries managed to get airborne.

"Good luck," the shinigami breathed after the retreating figure had already disappeared into the starless sky.

.o.o.o.o.o.o.o.o.o.

To the north Ulquiorra flew, leaving the Hueco Mundo's great desert, the dominion that he and Grimmjow had conquered, and entering into what was known as the Wastelands. Here, no forest lied beneath the sands and the earth was dry and lifeless. Shear cliffs of solid rock rose up to meet the sky. Grimmjow and he had never had much interest in this territory, as there was little game and water could only be found by burrowing deep underground.

He and Grimmjow had never once spoken of the final great battle that had taken place at Las Noches between the Arrancar and Shinigami. It had been avoided at every opportunity, Ulquiorra knew, because he and Grimmjow were both ashamed by what they had done. Ulquiorra always felt that perhaps if he had been present, he could have made a difference. This thought was slightly ridiculous, for at the time the battle took place, Ulquiorra was weakened and had a newborn child to tend to, and that cleared his conscience somewhat. What of Grimmjow, though? What thoughts must the traitor have about a battle he likely had a hand in orchestrating? Had he even come to watch the destruction of his comrades? Had he merely stood on the sidelines or had he played an active role in eliminating them? And which was more despicable?

The point, however, was that Ulquiorra didn't know. He didn't know what exactly had taken place that day, and more importantly he didn't know which, if any, espada had survived. Frankly, he hadn't much cared up until this point. They were all trash to him. But now things were different as Grimmjow's life was on the line.

Now, all Ulquiorra had to go by was a scent on the wind and curious findings of past expeditions into this area. He didn't even know if Szayel remained alive and only had whispered gossip to confuse him. It was clear, however, that something ominous lurked in these parts.

Ulquiorra reached a sort of juncture in the cliffs when he felt a change in the surrounding reiastu. He changed his form immediately, not wanting to set off a trap. Unfortunately he was too late.

.o.o.o.o.o.o.o.o.

"What is it, B50?"

"A foreign reiatsu signature has entered sector 13."

"Deal with it immediately,"

"Negative. Sensors reading over 1 million spsi, arrancar-level reiatsu."

" One moment. Informing central command...Recieved...Awaiting orders..." there was a long pause, "Stand down B50. M01 will engage the target."

"Understood."

.o.o.o.o.o.o.o.o.o.

Ulquiorra barely had to wait five minutes before he felt someone approach, seemingly appearing from thin air. He was small, too humanoid to be an adjunchas, yet too weak to be a vasto lorde. He had insect-like wings upon his back and a complete mask with a long pointy nose like that of a mosquito. He didn't attempt to fight Ulquiorra, instead he spoke.

"Ulquiorra Cifer, our Queen is expecting you. If you would please follow me..." Rock and sand shifted aside to reveal a hidden opening in the ground. For a moment Ulquiorra did nothing, every instinct telling him to leave now and find another way to save Grimmjow.

But of course no such way existed. He cautiously followed the mosquito hollow into the underground passage, knowing by doing so, he could very well never see the surface again.

The earth corridor was lit to Ulquiorra's surprise, not by the sort of artificial lighting that Aizen once employed, but rather by purple, pulsating orbs attached to a disgusting webbing of vines. As they began to walk, Ulquiorra noticed the floor covered in a clear, jelly-like substance that caught on the bottoms of his boots. The smell was another thing. A sickly sweet fragrance hung in the air like that of ripe fruit and it was complimented by that of rotting flesh. Never had Ulquiorra had the pleasure of inhaling Szayel so potently. He shivered, though he was indeed in the right place.

They continued on and the tunnel grew wider and brighter, branching off into several other directions and making Ulquiorra realize that this place was simply enormous, running for miles and miles underground and rivaling the expanse of Las Noches. Occasionally they would pass Szayel's minions at work, most were digging and hauling rock, but others marched by in large platoons, organized for nothing but battle. They didn't bumble about their tasks, but rather moved with purpose.

"What...is this place?" Ulquiorra finally had to ask. It was worrisome that something like this, so big and organized, existed and Ulquiorra had never known. Is this what the former eighth espada had been up to all these years? How had this place, this underground fortress complete with it's own army been developing right under his nose?

"This is our Colony," his guide answered him, not pausing for a moment in his stride. They traveled on, going deeper and deeper underground. Sometimes the tunnel would open up into a cavern and Ulquiorra would catch a glimpse of other hollow, engaged in some activity, usually eating or sleeping. They would stop whatever they were doing to stare at him through their masks. They could feel he was an outsider. There was something about this place that made Ulquiorra's skin crawl. It was as if everything was connected, even all of the hollow. Like they were all one big living thing.

And when Ulquiorra was finally face to face with Szayel, he saw the disturbing reason why.

"I've brought the intruder, my Queen."

Szayel didn't even acknowledge his lackey. His eyes were on Ulquiorra and a sinister smile played on his features. They sized each other up. Szayel was seated on a throne of thorns. Ugly flowers decorated his hair and his face featured the same markings as when he would release his zanpakuto, but the current state he was in was neither human or resurreccion. Szayel was rooted to the ground...literally. Long vines extended from his body and crawled up the walls and crept across the ceiling and floors, and hanging from them were the purple, pulsating fruits giving light to the labyrinth. Szayel had extended himself to every inch of his 'colony'.

No. Szayel was this colony. And from what Ulquiorra knew he was looking at hanging off the walls behind Szayel, he suddenly had a feeling that the place's inhabitants weren't just any hollow either.

"Welcome, Ulquiorra, to my humble abode. I must admit I am rather shocked to see you still alive," the man began in a honeyed voice.

"Likewise," Ulquiorra responded shortly, and the two of them silently regarded one another for a moment.

"What do you think of my Colony?" Szayel asked smoothly, "I've had decades to cultivate it, and more space than I know what to do with. It is magnificent, isn't it? So very..." he paused and looked at Ulquiorra suggestively, "...full of life." his eyes gleamed. "In fact, I like to call this room the nursery."

Ulquiorra didn't allow his gaze to drift to the eggs, embryos, or whatever monstrosity happened to be growing all around him. Instead he attempted to change the subject.

"Where is Nnoitora? I can smell him, but he is clearly not here," Ulquiorra said.

"He fulfilled his purpose," Szayel replied with a short chuckle, "Let's leave it at that, shall we?"

"Then why Queen Szayel? Why not King?" Ulquiorra wondered aloud. He honestly didn't care about Nnoitora, but surely Szayel would want to give himself the highest possible title.

"And here I thought you would understand," Szayel sighed, "I'll pardon your ignorance. In this world, dear Ulquiorra, a "King" has a short, sad existence. His duty his to mate, and then to immediately die. A "Queen" however, has so much potential. Once mated, she has the power to create this," he held out his arms, indicating his colony, "to mother an entire civilization."

"You..." Ulquiorra began slowly, "As a mother?" he allowed his voice to sound credulous.

"I believe that I have always been more suited to it than you, at the very least," Szayel replied smartly. Anger flared through Ulquiorra's veins, though he wasn't quite sure why he felt so insulted by Szayel's words. The ability to reproduce was common to all living things, one could not possibly be 'better' or 'worse' at it could they? Szayel continued, "Fortunately, it's not quite what you think. They are not children in the traditional sense because they have all been genetically engineered and crafted to perfection. Most of them are clones and very few are true offspring. They have been physically altered to perform a specific function and all have had their minds tampered with so that they are little more than mindless slaves. It is much easier to stay a cohesive unit when the individuals are given no free will, isn't that right, M01?"

"Yes, my Queen," the other hollow in the room answered quickly.

Ulquiorra once again found himself sickened by the inner working's of this madman's mind, but really it was no business of his what Szayel chose to do so long as he stayed in his own yard. Ulquiorra had come here for a reason and already he was wasting precious time with this meaningless banter.

"You have knowledge of poisons," Ulquiorra said. It wasn't a question. It was if he was reminding the eighth espada of his aptitude. Szayel quirked a brow at this statement, his eyes motioning Ulquiorra to continue. "You know how to cure them."

"Poisons...venoms...toxins," conceded the man, "are things that I am far better at synthesizing than neutralizing." his lips curled into an evil smile, "Why do you ask? Could it be that something has happened to poor, old Grimmjow? Am I to take it that you are still mated to that filth?"

"I am," Ulquiorra answered, again feeling irritated. Why did he feel anger when Szayel insulted Grimmjow when he himself did it so often? Grimmjow may be filth, but he was his filth. "Grimmjow has been poisoned. I need you to heal him." Szayel laughed outright.

"You believe you can waltz in here and order me around like the old days, Ulquiorra? Who do you think you are? This is my realm and you are playing my game now." He extended his hand, spreading his long, spidery fingers and touching his nail to the vine on the wall behind him. An electric shock surged through the room at his contact, spreading along the vines and out into every direction. It was some sort of link that allowed him to communicate with the rest of the fortress, much like the brain sending signals to its limbs.

"Bring him in," Szayel said.

A moment later the earth doors slid open and two of Szayel's soldiers dragged in a severely beaten body. Ulquiorra's eyes widened when he recognized his son's bright blue mop of hair. The soldiers set the boy on the ground and excused themselves from the room. Szayel stood from his throne, breaking his physical bonds, and the light in the room dimmed considerably in response. Sol regained consciousness and struggled to his knees, but stopped moving when Szayel approached him.

"So this is your little bastard...the prophesied "prince" of the Hueco Mundo." He cupped the boy's chin, forcing him to make eye contact. "How disappointing. I was expecting more." Sol's eyes, wide and uncertain but not quite frightened, sought out Ulquiorra's. His wordless apology was not accepted.

"Foolish child," Ulquiorra hissed, "Did I not warn you?" It was hard to focus on his anger when he couldn't tear his eyes off where Szayel's fingers were touching his son. Alarms were going off in his mind, but he was forced to ignore them. Instead he did something he thought he would never again in his life do. He got down on his knees.

"My son and I are at your mercy, Octava," the words tasted bitter in his mouth, "I beg you to cure Grimmjow. No one else can do it. What may I say to you so that you will decide to help us? Anything. I will do anything."

"Ah, Ulquiorra. I have waited my whole life to see you like this: on your knees before me, humiliated beyond repair. The boy is a nice addition. Even better to have your spawn witness your shame." "Unfortunately, I do not work for free. You cannot beg me, Ulquiorra, you'll have to bargain me."

"I possess nothing of value. What of mine could you possibly want?" Ulquiorra knew. He knew even before he finished the sentence as he continued to watch Szayel's eyes rake over the body of his child.

"How about your son?" Szayel suggested, "It's only fair. A life in exchange for a life."

Ulquiorra opened his mouth to flat out refuse but he was forced to stop himself. Sol or Grimmjow? Which one was more important? In the past, he wouldn't have thought twice. The answer was of course his son. Now, however...Sol was not exactly a boy anymore...

"Done!" said Sol suddenly, "Save him and you can have me." Ulquiorra blinked in surprise. Szayel did as well. What was that stupid child thinking? Had Ulquiorra taught him nothing? He'd been scolded, over and over, for putting the needs of others before his own. To do so in the Hueco Mundo was fatal. Self- preservation was all that mattered.

"Be silent, Sol," Ulquiorra snapped, and then to Szayel, "I can make you an even better deal, Octava. But I have a single condition."

"Oh really?" the former scientist asked, his fingers now combing through Sol's blue hair, "And what would that be?"

"Take my son from the room and we can work out the details privately," Ulquiorra replied. Szayel let out a quiet chuckle, not taking his eyes off of the young arrancar.

"Do you hear that, boy?" he said softly, leaning down to whisper it into his ear, but still speaking loud enough for Ulquiorra to hear, "Your mother doesn't want you to know how truly despicable he is. He's going to sell you to me, you understand? You are nothing but an object to him." Sol cringed when Szayel's tongue slid up the side of his face. After that, the man stood. "Very well, Ulquiorra. I will hear your terms."

Sol was dragged from the room in the same fashion as he had entered. He caught a glimpse of Ulquiorra's stoney expression before the earthen doors slid shut between them.

.o.o.o.o.o.o.o.o.o.

The minutes seemed to stretch into hours, though in actuality, Sol had no idea of the passage of time in this dark place where even the moon didn't shine. The masked soldiers paid him no heed save for holding his restraints. It had been a mistake to come here. He'd thought he'd be of use...that he'd be able to help Ulquiorra. Instead he'd only gotten them in more trouble.

Just when he had resigned himself to the fact that Ulquiorra was probably long gone, and that he was to remain a prisoner here forever, the doors opened and the mosquito-like hollow that had been in the room with them appeared.

"Release him," he told the others and Sol was cut from his bindings. "I am M01," he told Sol, "I have been charged with the task of administering aid to your wounded kin. I am more than qualified. We will leave the Colony and you lead the way there."

Sol swallowed and nodded because that was all he was able to do in the moment. He followed the man back through the winding maze and out into the night air.

"Where is...?" he couldn't bring himself to finish the question.

"Our Queen is gracious to let you leave here alive. Be thankful and ask me no more questions." After that it was a silent journey all the way home.

Back in the cave, Ashido stood guard over Grimmjow. He eyed the new hollow suspiciously when they entered but took his leave at Sol's reassurance that he was here to save Grimmjow's life. The mosquito hollow went to work with a series of strange instruments that Sol had never seen the likes of before. It didn't take long at all for him to finish and leave without a word. Several hours later, when Grimmjow finally began to stir, Sol was the only one remaining in the cave with him.

"Ah...I feel like shit..." Grimmjow groaned.

"Grim." Sol couldn't help the childish nickname from leaving his mouth at the sound of his father's voice, "You're alive."

"Mmm just when I'd made peace too. Ah well, what can ya do?" Sol helped him into a sitting position and received a ruffle to his hair in response. "You're a good kid," he said and Sol's fuzzy ears dropped flat against his head and he turned away in disagreement. He didn't want his father to see the tears stinging his eyes. Grimmjow looked around the cave. "Where the hell is Ulquiorra? Not even in my grave and he's abandoned us already?"

"He's..." Sol began, but he bit off the rest of his sentence, guilt overwhelming him. He honestly didn't know what had become of Ulquiorra, only that it was his fault that all three of them were not together in this moment. He had failed his promise to Grimmjow. He had not protected Ulquiorra.

"He is right here," came a voice. Father and son looked up to see the missing member of their trio standing in the entrance way. "You accuse me of being unfaithful, Grimmjow, even when you so frequently court death? It's a wonder I came back at all."

"What can I say? I'm quite the catch," Grimmjow managed to laugh. Sol had the rare opportunity of seeing Ulquiorra blush.

"...Indeed."

.o.o.o.o.o.o.o.o.o.

A/N: Hmm Szayel and Nnoitora. What do you get when you cross a weird tree thing and a mantis? Something gross right? That was the challenge for this chapter but I think I managed well enough. Also, "queen" just works for Szayel, doesn't it?