Sakura stared up at Noir and felt. . .nothing. She was numb, physically and emotionally. The blood loss had taken its toll and she couldn't concentrate. When she tried to move, her limbs wouldn't obey her. She hoped Noir would take her away from this place, to kill her somewhere where Uryu and Orihime could not interrupt. At least that way they'd be safe.

But Uryu and Orihime had no intention of leaving her behind, and were already running across the scorched ground towards her.

"No! Get back!" She screamed at them, her voice cracking as she used all her energy to warn them, but they kept coming, and her heart flooded with despair.

Noir grabbed her, hauling her up by her torn kimono, and turning her so she could watch her friends racing towards her. His arm was like a steel band around her throat, and her toes just brushed the floor. She didn't even try to struggle.

Noir leaned down so that he could whisper in her ear.

"Shall I make you watch while I kill them? The boy is an annoyance, but I might keep the girl for later."

Sakura's eyes watered, and her voice was a pained whisper.

"You bastard."

Uryu reached them first, standing a short distance away and glaring at Noir. If looks could kill, the Arrancar should have dropped dead right there on the ground. Pushing up his glasses, Uryu raised his chin.

"Let her go."

Noir grinned.

"She's my toy. If I want to break her, I can."

"She's not a toy!" Orihime ran up beside Uryu, eyes alight with rage. She looked genuinely ferocious. Sakura had never seen her like this before and in her muzzy headed state, she felt awed to have witnessed this transformation in the usually quiet teenager.

"Let her go, right now!"

"Or what?" Noir mocked, the bony ridges along his spine suddenly launching out all around him until he looked like some horrible insect. Breaking off one of the spines casually, he threw it at Orihime so fast that she barely had time to throw up her shield. The blow sent her skidding backwards, her feet throwing up sand, but she gritted her teeth and bore it.

Uryu raised his arm, preparing to create his Quincy bow, when Noir wrapped his fingers around Sakura's throat and raised her up. Her eyes widened as she scrambled to loosen his grip to no avail.

"Stop right there, Quincy."

His eyes spitting fire, Uryu allowed his weapon to disperse, balling his hands into fists.

"Isn't that better?" Noir mocked them. "Now we can all have a little chat."

His fingers loosened on Sakura's throat and she gasped for air, still hanging from his grip.

"Just why are you so invested in my little toy? What is she to you?"

"She's our friend!" Orihime said hotly, sounding very young. Uryu remained silent. Noir looked at him, his expression sly.

"No, it's more than that. Do you think you share a common past, Quincy? I've heard all about the genocide of your kind. You think that because you're both the last of your race that you're suddenly worth saving?"

Uryu squared his shoulders."None of that matters. What matters is that she doesn't deserve to die."

Noir howled with laughter.

"According to what? You, a mere child? You have no idea about what's in her heart."

Uryu frowned.

"Enough of your games. Put her down or I will destroy you where you stand!"

Noir's grin widened, seeing that he'd hit a nerve.

"You want her? Here." And with that, he threw Sakura at Uryu, causing him to stumble backwards in his effort to hold her up, which was the opening Noir needed. He was suddenly by their side, grabbing Uryu by his jacket and throwing him out across the sand. He landed in a heap, and before he could even think about getting to his feet, Noir was on him.

Sakura pushed herself up onto her hands and knees as Orihime rushed to her side. She waved her on, pointing at Uryu.

"Go, help him!"

Orihime ran forward, hands going to the flower pins that acted as a conduit of her powers. As Noir pulled back to hit Uryu, Orihime was able to throw a shield around him, and Noir snarled as his claws connected with the golden energy.

"This is getting tiresome, children."

His eyes locked on Orihime's and he began to stalk towards her. Sakura watched with mounting horror, knowing there was nothing she could do. A sharp pain suddenly laced through her, and she recognised it now as a sign that someone with great spiritual pressure was nearby. She'd barely had the time to glance around her in search of this individual when Noir suddenly froze, throwing up one of his great black arms.

Captain Byakuya's blade pressed against the Arrancar's bare skin.

"Leave these children be." His voice was soft, his expression mild. Noir snarled and lunged at him, but the captain flash stepped away with ease. Noir followed, his face a mask of rage. In her weakened state, Sakura couldn't follow their movements; it was just a blur of black and white to her. And then the world exploded into colour as Byakuya released his shikai.

Ichigo faced Grimmjow, breathing hard. His right arm was bleeding, as was a thick cut across his back, and his left thigh. To make matters worse, he could feel the bottom of his hollow's mask begin to crumble. Grimmjow noticed it too and smiled widely.

"You don't have long now, Kurosaki."

Ichigo's eyes shot over the Arrancar's shoulder to where Rukia was pulling Chad through the gate and to safety. She looked back at him before stepping through, worry and frustration clearly visible in her dark eyes. Renji hadn't moved since Grimmjow had struck him, and Ichigo was worried that he was seriously injured. It took a lot to put that man on his back, but then they'd all faced more than they'd ever thought possible in a mere few hours.

"Don't get complacent." Grimmjow's voice sounded to his right, and Ichigo swung around just in time to stop a devastating blow. Using his flash steps, he came up behind the Arrancar and went to thrust his sword into his back but that unnatural tail whipped against him, and sending him flying. As Ichigo landed, using one hand to brace himself, more of his mask began to crumble.

Grimmjow grinned.

"Time's almost up."

And then they were crashing together, moving too fast to clearly see. Blood sprayed through the air, both receiving gashes across their torso as they fought. They seemed evenly matched but then Ichigo's mask crumbled entirely, his eyes returned to their normal hue, and the young Shinigami found himself suddenly drained. Grimmjow noticed his weakness and lashed out at him, landing a devastating blow across Ichigo's chest. Blood quickly spread over his dark jacket, and Ichigo panted, sweat beading on his brow.

Grimmjow stepped forward, his face a hideous mask of vicious triumph. Behind him, in the doorway back to the human world, a blond head Ichigo had certainly not expected to see appeared, and a weary sigh sounded over the howling wind.

"Well, this sure is disappointing." Shinji Hirako drawled. His zanpakuto rested over his right shoulder, his free hand in his pocket. He seemed completely at ease and his eyes were fixed on Ichigo.

"I should give you credit, though. It looks like you've been holding that mask for longer than 11 seconds." He grinned, his prominent, straight teeth making him look a little goofy.

Ichigo wanted to utter a witty retort but was still struggling to catch his breath. Grimmjow turned, snarling at the blond Vizard like a wild animal.

"You again." His voice was a growl, and Shinji's eyes narrowed as he met that stare.

"I don't have time for you." The tall man uttered and then his sword was lashing out incredibly fast, and before Ichigo could blink, a crack formed along Grimmjow's mask. He watched, incredulously, as the bone fell from the Arrancar's face, and he fell to his knees, eyes wide and unbelieving. Grimmjow fell forward, blood gushing from all his wounds. He pulled his head up, body shaking, finding Ichigo's face.

"No, it can't be." And then he slumped forward, his body finally dispersing as all hollow's do, Arrancar or not.

Ichigo wiped the sweat from his eyes and pulled himself to his feet, swaying as he felt the effect of the night's fighting in full.

"Shinji, what the hell are you doing here?"

The blond was leaning over Renji, hauling the vice captain on to his shoulder as if he weighed nothing. He turned to Ichigo.

"Eh, you're one of us now, kid. Even if you are a pain in the ass."

"And him?" Ichigo pointed to Renji, knowing how Shinji hated all Shinigami.

"This is a favour I'm doing for you. I like the idea of you being in my debt."

He winked and then cocked his head.

"C'mon, the damn gate is gonna close up any second."

Ichigo stared out across the sand.

"But Orihime. ."

"Hey, she's a bright girl. She'll make it. C'mon!"

He stepped through the gate. Ichigo purposefully turned his back on it. Shinji's head popped back out of that eerie blackness.

"You wanna be stubborn? Suit yourself."

And then he was gone, leaving Ichigo to wait.