Chapter 9: BrainStorm vs Szayel: Las Noches Rumble

Disclaimer: None of the Ben 10 or Bleach characters belong to me.

Harribel, her Fraccion, Nelliel, Ulquiorra, Charlotte, Avirama Redder, Tosen, Starrk, and Lilynette are the top people to live and deserve better than Aizen in the manga and anime.

This chapter also contains more details about Ben and Orihime's first encounter. Hope you all like it.

P.S. Orihime will NOT fall in love with Ben. I repeat, she will NOT fall in love with Ben.

Battle of the Brains: Brain Storm vs. Szayel

Ichigo Kurosaki was angrier than he had ever been in his entire life. All the trouble began when Orihime had been take to the realm of Hueco Mundo. Not only did Soul Society brand her as a traitor, but they weren't even going to help rescue her. So instead, Ichigo and his pals Chad and Uryu had gone to Hueco Mundo instead. No sooner had they gotten there had they run into two Arrancar named Pesche and Dondochakka. They mentioned a sister of theirs named Nel and some guy named Ben. They also mentioned that Ben could turn into different monsters. Ichigo realized that this Ben guy had to the one that Hitsugaya and his team had battled and told him about. Ichigo had been curious as to what kind of being this Ben guy was.

No sooner had they reached Las Noches, they had been attacked by a giant Hollow of sand called Runuganga. They would've died if it hadn't been for the unexpected arrival of Renji and Rukia. Together they entered the realm of Las Noches and gone in separate directions.

Trouble waited for Ichigo in the form of a man called Dordonii, who was part of the Privaron Espada. As the two battled, Ichigo couldn't help but ask about this Ben guy. According to Dordonii, Ben was actually a human whose full name was Ben Tennyson. He said that Ben was powerful and had even been offered a position among the Espada. Ichigo was left speechless by this. But soon, he defeated Dordonii and moved onward.

Things got worse when he first sensed Chad's reiatsu drop and then Rukia's. But before he could do anything about it, he encountered one of the Espada. This one he remembered was called Ulquiorra. At first, Ichigo was going to ignore Ulquiorra to save Rukia. But that all changed when Ulquiorra revealed that he was the one that made Orihime come to Hueco Mundo in the first place. Now Ichigo wanted nothing more than to cut Ulquiorra down where he stood.

Or so he thought until a mysterious woman suddenly appeared in front of him. She had her back turned to him as she faced Ulquiorra.

"Wh…who are you?" Ichigo couldn't help but ask.

The woman simply turned her head to look at him before facing Ulquiorra again.

"So," Ulquiorra said as he looked at her. "You have decided to betray us, Harribel."

Ichigo's eyes widened. Was this Harribel woman one of the Espada? And why was she betraying them?

"I am disappointed, Harribel," Ulquiorra told her. "I never believed that you would ever succumb to worthless emotions."

"Worthless?" Harribel asked. "That is where you are wrong, Ulquiorra. Kurosaki Ichigo."

Ichigo slightly jumped at being addressed all of a sudden.

"The girl known as Inoue Orihime is safe for the time being," Harribel told him. "And your friends are being looked after. I will deal with Ulquiorra."

Ichigo shook his head. "No," he said. "He forced Inoue to come here. I'm gonna cut him down."

Harribel turned her head to look at Ichigo. She could see the anger and determination in his eyes. But she knew that against a foe like Ulquiorra, Ichigo was not ready to face.

"Ichigo Kurosaki," she said to him. "You are not yet strong enough to face him."

Ichigo glared. This woman just came out of nowhere and had the nerve to tell him how to fight his battles.

"So it has come to this," Ulquiorra said as he raised his blade. "You above all should know better than to disobey Aizen, Harribel."

"You above all would not understand, Ulquiorra," Harribel replied to him. "So I shall not waste words on you."

Ichigo was completely lost. What was going on here?

"Kurosaki, please trust me on this," Harribel told him. "For now, stay out of the way. Once I am done with him, I will take you to your friends."

Ichigo scowled. He wanted to stay and fight. But why was this woman so eager to help him?

"Yo, Ichigo," another voice said. "Long time no see."

Ichigo's eyes widened and his body tensed up when he heard that voice. He turned around to see his arch enemy, Grimmjow, standing behind him with that cocky grin on his face. Instantly Ichigo went into a fighting stance. Grimmjow ignored him and looked over at Harribel and Ulquiorra. He laughed at the sight.

"So it's come to this, Harribel?" he asked. Unlike Ulquiorra's emotionless tone, Grimmjow's had one of amusement. "Gotta give Ben credit if he's got you taking down Ulquiorra here for him."

Ichigo blinked at this. Ben? Fighting for him? What was going on here?

"Anyway, Harribel," Grimmjow said to her. "I wanna thank you."

Harribel narrowed her eyes as she looked at Grimmjow. "For what reason are you thanking me, Grimmjow?"

"For keeping Ulquiorra from Ichigo," Grimmjow replied. "Ichigo here's my prey. No one else's."

Ichigo grit his teeth. He had no time for this.

"Came to rescue your friend, huh?" Grimmjow laughed. "I believe you and I have a score to settle."

Ichigo raised his blade. It seemed that he had no choice but to get past Grimmjow. Hopefully whoever this woman was would be enough to hold Ulquiorra back.

Grinning, Grimmjow raised his hand against the wall and fired a Cero blast. It created a massive hole in the wall. Ichigo could see sunlight peeking through.

"What are you waiting for?" Grimmjow asked. "It's getting a little crowed in here." With that, Grimmjow flew towards the hole he made in the wall.

With no other choice, Ichigo followed in pursuit.

Once he was gone, Harribel drew her own blade and instantly blocked Ulquiorra's own sword as he came at her.

"Emotions make you weak, Tercera Espada," Ulquiorra told her firmly.

Harribel simply looked at him. "Emotions give me a purpose, Cuarta Espada."


Orihime was sitting her room, not sure what to do. Ever since she had come to Hueco Mundo, she had no idea what would be in store. But things had been considerable better when she met Ben Tennyson. Ben was the only form of comfort Orihime had in this dreary place.

It all began when Orihime and Ben had first met. Ben had asked her why she was in Hueco Mundo in the first place. Orihime had then remembered something Ulquiorra had told her before he had left her room. He had told her that there was a guest in Las Noches and that she was not to tell him that she had been forced to come and she was to tell this guest that she came of her own free will. It was obvious to her that Ben was this guest that Ulquiorra talked about. Orihime felt uncomfortable lying to her possibly new friend, but she was afraid that if she told Ben the truth, Ulquiorra was going to do something to him.

So she lied to Ben, telling him that she had come to help Aizen end the war between Soul Society and Hueco Mundo. Ben had displayed obvious confusion as to how she could help end the war. Orihime told him that her powers were to help. Ben was interested and asked her what her powers were. Orihime remembered what happened next very well.


Flashback

"You have powers?" Ben asked. "Awesome! What can you do?"

"Allow us to show you."

Ben jumped slightly at this new voice that seemed to come out of nowhere. He looked around the room, apparently expecting somebody to jump out of hiding. But once he couldn't find anyone, he looked at Orihime.

"Did you hear that?" he asked.

"Of course she heard that, silly," another voice said. This one was feminine and sounded a bit playful.

Ben looked around the room again. Once he couldn't find anyone, annoyance started to show on his face.

"Alright," he said to the thin air. "Where are you?"

"Right here, big boy!" the voice called again, causing Ben to turn around and look at Orihime. He raised an eyebrow in confusion.

Suddenly a soft light glowed from Orihime's hairpins. Ben's eyes widened when he saw the hairpins turn into glowing lights that flew off Orihime's hair and suddenly floated in front of him. The lights dispersed and Ben found himself facing a group of fairies who were looking at him right at him.

"Hiya, Tennyson," said a red or pink haired female fairy wearing yellow goggles and an outfit that looked like a bathing suit. "Nice to meet you."

Ben blinked in confusion, then looked at Orihime in amazement. "You have fairies?" he asked her, his jaw dropping.

Orihime had to giggle at how silly Ben looked.

"You got a problem with that?" asked a male fairy in black clothing and a scarf covering his face as he flew in front of Ben.

"Tsubaki," Orihime said softly. "Please don't be mean to him."

"Shut up, woman," the one called Tsubaki snapped at her. "It's thanks to you that we're in this mess in the first place!" Suddenly he punched her cheek.

"Owie!" Orihime cried out as she rubbed her now sore cheek.

Ben instantly snatched Tsubaki and brought him to eye level. "What is your problem?" he asked, obviously angry at what Tsubaki did.

The fairy said nothing, merely glaring back at Ben.

"You'll have to excuse him," said a blonde haired fairy in red clothing. "He's always in a grumpy mood."

"Shut up!" Tsubaki snapped as he struggled to get out of Ben's grip. "Let go of me!" he yelled to Ben.

"No, I don't think I will," Ben told him. In fact, Ben actually tightened his grip on Tsubaki.

This only made Tsubaki angrier as he tried to get free.

Ben shook his head in disbelief. He looked over at Orihime. "So who are these guys?" he asked.

"Um," Orihime said, trying to find a way to explain things to Ben.

"We're the manifestations of Inoue's power," the blonde haired fairy said.

Ben blinked at this.

"Be quiet, Shun'o!" Tsubaki yelled to the blonde fairy. "It's none of his business!"

"Oh don't be such a stiff, Tsubaki," said the pink haired fairy. "This guy's a lot nicer than anyone else we've met here."

"Lily's right," agreed a male fairy with an eye patch. "He's the only one who's been nice to Inoue. I'm sure we can trust him."

A muscular fairy with a mask covering his bottom jaw nodded. "We wouldn't have appeared before him if we didn't trust him."

"Huh?" Ben asked Orihime's fairies.

"A real genius, you are," Tsubaki snorted. Then he let out a gasp of breath as Ben tightened his grip again.

"Sure thing," Shin'o told Ben. "There's a good vibe coming from you, Tennyson."

Tsubaki snorted at this and choose to ignore them.

"Uh," Ben said. "Could somebody tell me what's going on?"

A female fairy in a dress larger than her body floated up to Ben. "We apologize for all this confusion, Tennyson-kun." She told him. "I am Ayame."

She pointed to her fellow fairies.

The first was the muscular fairy. "This is Baigon."

Then she pointed to the one with the eye patch. "That's Hinagiku."

"And you already know who we are," The pink haired Lily said, indicating her, Shin'o and Tsubaki.

"See," the one called Shun'o said. "We help Orihime with her powers."

"Enough already," Tsubaki said abruptly, all the while glaring daggers at Ben.

Ben looked like he was about to lose it. "What? I'm not gonna hurt her if that's what you're thinking."

"Oh he's like that to everyone," Shin'o explained to Ben. "We just learn to deal with it."

"I don't see how," Ben told the blonde fairy. "This guy's a real jerk."

"Watch it, kid!" Tsubaki snapped at Ben, not at all intimidated by him despite the obvious difference in size.

"Well you are," Ben told him. "Orihime didn't do anything wrong and you just punched her for no reason."

"That woman needs to toughen up and stop being so weak," Tsubaki said firmly.

Sadness filled Orihime at Tsubaki's words. It was true. If she wasn't so weak, she could've been helpful to Ichigo and the others. Then she was aware that Ben had noticed her sad face.

Suddenly Ben let Tsubaki go. Before anyone could say anything, Ben reached out and touched what Orihime originally thought was a watch on his left wrist. She watched as the dial part suddenly shot up and Ben began twisting the dial. As he did, glowing, green images began to appear out of the dial. He stopped at one of the images and slammed the dial down. The room was suddenly filled with a flash of green light.

"What is this?" Tsubaki yelled as he covered his eyes. "Some kind of trick?"

Once the flash of light had stopped, everyone saw that Ben was no longer in the room.

"Tennyson-kun?" Orihime asked as she looked around the room. Did Ben run away after causing the light? She started walking over to where Ben was just standing. "Tennyson-kun?"

"Don't step on me!" A high pitched voice suddenly cried from below.

Giving a small yelp of surprise, Orihime jumped back. Confused, she looked down. And what she saw made her eyes widen.

Where Ben was once standing now stood an inch tall creature that looked like a child's action figure. It resembled a small, metal man with bug wings sticking out of his back. Green circuits showed on the creature's metallic body. One large, green eye stood in the middle of the creature's head. The green dial from Ben's gizmo was on his chest.

"Tennyson-kun?" Orihime asked as her mouth dropped open.

The tiny creature nodded up at her. "Yep, it's me." He told her with a smile. "Call me Nanomech!"

"Whoa!" Shin'o gasped. "How'd you do that?"

Of course, the blonde haired fairy wasn't the only one. All the fairies were looking at Nanomech in complete shock. After all, they had never seen anyone with a power like that before. All their mouths were hanging open. Well, no one could tell if Tsubaki's mouth was open due to the scarf that covered his face. But he was wide eyed in surprise at least.

"You'll find out," Nanomech told them all. "But first…"

Suddenly before anyone could say anything, Nanomech flew up to Tsubaki and…

Thwack! Nanomech punched Tsubaki right on the nose.

Everyone else stared dumbfounded as a stunned Tsubaki reeled backwards, clutching his nose in pain. Groaning, he shook his head and glared daggers at Nanomech, who was floating in the air with a smug grin.

"You asked for it," Nanomech replied in a matter of fact voice.

Growling, Tsubaki launched himself at Nanomech, who instantly took a fighting stance. Tsubaki tried to punch his opponent, but Nanomech moved to the side, causing the black clothed fairy to punch the air. Nanomech took advantage of this to slam a kick into Tsubaki's back. Before he managed to hit the ground, Tsubaki stopped himself mid-fall and shot back up to slam his elbow in Nanomech's face. Dazed for a moment, Nanomech shook it off to continue the fight.

Orihime waved her arms frantically as Nanomech and Tsubaki began to do what appeared to be some kind of air wrestling. Tsubaki was taller but Nanomech was no pushover regardless of size.

"Shouldn't we do something?" she asked her other fairies as she tried to think about what to do.

"Let them go at it," Shun'o told her. "Besides, it's about time somebody stood up to Tsubaki."

By now, Tsubaki had managed to grab Nanomech in a headlock. Despite his struggles, Nanomech couldn't get free. At first, Tsubaki thought he had won. That all changed when sparks of green electricity shot out of Nanomech's hands and gave Tsubaki a stinging zap. The fairy gave a yelp of pain as he let go of his shorter opponent. Nanomech took advantage of this and unleashed an uppercut that caught Tsubaki right under his scarf covered chin. Tsubaki's body actually did a loop-the-loop from the blow.

"Tennyson-kun! Uh, I mean Nanomech!" Orihime cried. "Tsubaki! Please don't fight!"

"Stay out of this woman!" Tsubaki yelled. "This is a fight between men!"

"Then why are you fighting?" Nanomech taunted Tsubaki, faking confusion.

The other fairies all roared with laughter while Orihime continued her feeble attempts to stop the two combatants. A ticked off Tsubaki tried to attack Nanomech, but Nanomech flew over him and pinned his arms to his back.

"Say uncle!" Nanomech taunted.

"Forget it!" Tsubaki shouted back as he tried to get his arms free of Nanomech's gift.

Grinning, Nanomech gave off a little electricity. He used only a small percent, making sure that it was more annoying than it was painful.

"Give it up, Tsubaki," Shin'o said with a grin. "The kid's got you beat."

Tsubaki refused to give in and tried to get loose.

Deciding he had enough, Nanomech kept Tsubaki's arms pinned with one hand while touching the dial on his chest with his free one. In a flash of light, he was back to being Ben, while keeping Tsubaki pinned to the floor with his now big hand.

"Anybody got some rope or something?" Ben asked Orihime and the other fairies.

"We got him," Lily told Ben. "You can let go."

Doubtful, Ben reluctantly let go of Tsubaki. The male fairy tried to strike Ben, only to be held back by all the other fairies.

"Out of my way!" Tsubaki yelled as he tried to get at Ben, but Baigon and Hinagiku grabbed him so he couldn't move.

"Give it up, Tsubaki," Shin'o told him. "If Tennyson wanted to swat you, he would have. That Nanomech form of his was shorter than you, and he was still kicking your butt."

"Shut up!" Tsubaki shouted.

"It's the truth," Ben told him smugly. "I can turn into things way bigger than you. And I just whooped you with my smallest guy."

Tsubaki's eyes narrowed. Suddenly he turned into a beam of light that flew back to Orihime. He turned into two petals of her hairpins. The other fairies began laughing.

"Sore loser?" Ben asked.

"You don't know the half of it," Shin'o told him. "So come on, Tennyson. Spill. How did you turn into that Nanomech thing?"

"Well," Ben told the blonde fairy. "It's like this…"

End of Flashback…


And that was how Orihime had found out about the Ultimatrix. She and the fairies were speechless when Ben told them that he could turn into aliens. She remembered that she had excited and had asked Ben if he had encountered any little blue men. She was disappointed when Ben told her he hadn't, but he cheered her up by showing her some of the other things he could turn into besides Nanomech. She saw Swampfire, Goop, FourArms, ChromaStone, Big Chill, Water Hazard, and several others. Then, Ben used his forms to put on a show for her. He did fire juggling as Swampfire, bent into various shapes as Goop, exercises as FourArms, and just about anything else his forms could do. Orihime's spirits had lifted dramatically from when she had first arrived here. Orihime had felt so cheerful to actually make a friend in Hueco Mundo. Ben then left saying that he was going to be bringing another friend to meet her. Although Orihime had said it was okay, she couldn't help but feel nervous. If Ben had made a friend here, what would they be like?

Sometime after Ben left, Ulquiorra had returned to bring a damper on her raised spirits. He had revealed to her that Ichigo and her friends had come to rescue her. She was surprised, not able to believe that her friends had come to rescue her. But she didn't want to leave yet. She was determined to use her powers on the Hogyoku, the powerful object Aizen possessed, to erase it from existence. But her resolve started to crumble when she felt Ben's reiatsu suddenly vanish. Then she felt Chad fall but knew he wasn't dead. But things got worse when she felt Rukia fall. All she wanted now was to get out and help her friends. She had felt some relief when she felt Ben's reiatsu but there was still Chad and Rukia to worry about. But there was another problem as well. What would happen if Ben and Ichigo met each other? Would they fight each other? Or would they work together?

Instantly Orihime's thoughts were interrupted when she heard the door open. She turned around, expecting Ulquiorra, only to see a girl with long hair and three dots under one of her eyes. Her hands were covered by her long sleeves.

"Hello, Orihime," the girl said softly. "My name is Sung-Sun. I was sent to get you."

Orihime raised an eyebrow in confusion. "Did Ulquiorra send you?"

"It's okay, Orihime," Sung-Sun told her reassuringly. "You don't need to worry. Ben sent me."

Surprise was evident on Orihime's face. Ben sent this girl? Why would he…?

"Ben knows the truth about Aizen," Sung-Sun told her. "And he wants to help you get out of here."

Orihime felt hesitant. Naturally she wanted to help her friends. But how could she trust this girl?

"I know it may be difficult to believe me," Sung-Sun told her. "But I am on your side. And don't worry about your friends. My allies, Mila-Rose and Apache are going to help them."

Orihime was too confused. Who was this girl? What did she have to do with Ben? Why did Ben send her? And what about Chad and Rukia?

"What do you think you're doing here, Sung-Sun?"

Orihime and Sung-Sun turned to face the door. Standing there were two other Arrancar girls. If Orihime's memory served, they were Loly and Menoly, two girls who seemed very much attached to Aizen.

"I said, what do you think you're doing, Sung-Sun?" the girl named Loly asked. She was the one with black pig-tails and a rather revealing outfit. One of her eyes was covered by an eye socket like covering.

"I believe that is none of your business, Loly," Sung-Sun replied coldly.

"Oh I think it is my business," Loly told her. "Unless you want me to report to Aizen-sama, you'd better tell me what you're doing here."

Sung-Sun regarded her. "You do not scare me, Loly. Nor does your precious Aizen."

Loly and Menoly's eyes widened in shock. Orihime's own eyes widened as her mouth dropped open. Did she hear that right?

"Wha…what did you say?" Loly roared. "How dare you?"

She charged forward to hit Sung-Sun, but Sung-Sun used Sonido to dodge the attack and appear behind Loly. She drew her Zanpakuto, which looked like a Sai, a dagger like weapon that resembled the tip of a trident, and slashed Loly across the back with it. Loly hissed in pain. She turned around to try and attack, but Sung-Sun struck her other hand in Loly's face, causing the girl to go crashing backwards.

"Loly!" the other girl, Menoly, yelled.

She was about to attack Sung-Sun when she suddenly appeared beside Menoly and struck her a blow. Menoly crashed into the wall.

"I shall say whatever I want about Aizen," Sung-Sun said. "He is not my master anymore."

Loly slowly got to her feet. Fury was in her eye.

"I don't believe this," she hissed. "Don't tell me you helping that worthless human Ben Tennyson!"

She suddenly shouted in pain as Sung-Sun slashed her across the stomach.

"If you insult Ben one more time," Sung-Sun warned her. "I will make you regret it."

Loly looked up at her angrily. "Aizen-sama will never let you get away with this!"

"So be it," Sung-Sun told her. "Aizen has no hold on me."

Orihime, Loly, and Menoly all gasped.

Suddenly Sung-Sun appeared next to Orihime and grabbed her hand.

"Let us be on our way, Orihime," Sung-Sun told her.

Before Loly and Menoly could do anything, Sung-Sun used Sonido again. She and Orihime had vanished. Loly let out a shriek in frustration.


Meanwhile, Apacci and Mila Rose were having their own events take place. Apacci had gone off to find the one who fought Aaroniero while Mila Rose went to get the one who lost to Nnoitra. Once the two met up again, they took a look at who the other rescued. Apacci was carrying on her back a petite Shinigami with short, raven black hair. Mila Rose was dragging both Gantenbainne and a muscular giant of a guy with dark skin and messy black hair.

"That girl beat Aaroniero?" Mila Rose asked in amazement when she saw the Shinigami girl that Apache was carrying.

"Surprised me when I saw her," Apacci admitted. "But she was lying nearby Aaroniero's body. Looks like he brought her down with him."

"Or maybe the other way around," Mila Rose suggested. "When Aaroniero sent that mental report before he died, he told everyone about this girl. I think her name is Rukia Kuchiki and she uses an ice Zanpakuto."

"Aaroniero's container was shattered and his heads were out of it," Apacci told her. "Looks like this girl stabbed him there."

"That would do it," Mila Rose said as she nodded. "That always was Aaroniero's weak spot."

"I can sense Harribel-sama," Apacci said suddenly. "She's battling Ulquiorra."

"Harribel-sama will win," Mila Rose stated. "She's the third Espada while he's just the fourth. There's no way he can win."

"I can also sense Ben," Apacci said. "Seems he and Szayel are about to go at it."

Mila Rose grinned. "If Ben can beat a jerk like Nnoitra, he can definitely beat a weakling like Szayel."

"Still," Apacci admitted. "Szayel's pretty clever. And he's never been one to fight fair."

"Don't worry about it, Apacci," Mila Rose reassured her. "If anyone can put that quack in his place, it's Ben."


Well one definitely had to say that the fight that was about to take place was a bizarre one. On the one side, there was a man with a bizarre taste in fashion. On the other side was a massive crab with an intelligent vocabulary. If you didn't know these two personally, you would think that you had stepped into a bizarre dream. That or you had hit your head on something.

Slowly, wobbly, and angrily, Szayel managed to get back up to his feet. All of his Fraccion were gathered around him, showing concern for their fallen master.

"Get back!" Szayel hissed at them, causing his Fraccion to shrink back in fright. Once he was sure that he had enough space to breathe, Szayel turned a hate filled glance to the one who hurt him in the first place.

Brain Storm took a fighting stance, as best one could as a giant crab with a massive head, as he faced his opponent.

"So it seems I got careless," Szayel said, desperately trying to keep his voice even. Truth was, he was furious. Not only did Ben claim that he was smarter than him, but he also had the nerve to attack him.

"Careless?" Brain Storm asked incredulously. "My dear Szayel it was nothing of the sort. You are merely denying the fact that my electro encephalitic mind blast completely caught you unawares."

Szayel snarled. Now this giant crab was mocking him?

On the side lines, Renji couldn't help but smirk. Not too long ago, Szayel had been pulling the same mockery during their battle. It was nice to see the mocker get mocked for once.

"Don't get cocky for one minute!" Szayel shouted at Renji, noticing the smug look on Renji's face. "I'm still smarter than you!"

"I do not mean to be rude, Szayel," Brain Storm replied. "But I believe I am your opponent at this moment."

Szayel made an angry face at Brain Storm.

"You do understand," Brain Storm told him. "If you continue to create such atrocious facial expressions, you might succeed in making your face perpetually frozen in said expression. However, perhaps the alterations to your facial region might reveal to be an improvement."

Now Szayel was really getting ticked off. Uryu couldn't help but grin at Brain Storm's joke. Renji, Pesche, and Dondochakka on the other hand had no idea what he said.

"I am the smartest man in this room!" he snapped. "Your oversized head will not protect you from my wrath!"

"I fail to comprehend your statement when it is clear that I have not received even one minor form of affliction from you." Brain Storm countered.

Now it was Szayel's turn to grin. "Not yet!"

Suddenly Szayel's tentacles shot forward. Brain Storm's eyes widened for a moment. But then, the crab surprised everyone by doing a backflip in the air, allowing him to dodge the tentacles effortlessly. Before the tentacles had a moment to recede back, Brain Storm began falling back to the ground. He reached out and managed to give one of the tentacles a nasty pinch with his pincer. But that wasn't all he did as an electric blast shot from his pincer, through the tentacle, and electrocuted Szayel. Szayel yelled in pain as the electricity surged through his body. Desperately, Szayel began flaying his tentacle back and forth to try and shake Brain Storm. Finally, with a whip cracking sound, the tentacle sent Brain Storm flying off to the side and crashing into the wall.

"Ben!" Nelliel cried, running to his side.

Szayel grinned as he saw Brain Storm slump against the wall. "Where's that cocky attitude of yours now, Ben?"

Brain Storm managed to wobble himself upright, slightly supported by a concerned Nelliel.

Uryu had to admit that he was utterly baffled. Despite getting slammed into the wall, Brain Storm had proven to be capable of holding his own against the Espada. After all, he had done far more significant damage to Szayel than what Szayel did to him.

But Uryu found that he had no time to ponder when Szayel released that black liquid towards their group again.

Brain Storm attempted to create another force field around everyone, but was only able to make one around himself due to still being dazed from hitting the wall.

Nelliel was able to dodge the black liquid with her Sonido. She had gone over to where Szayel's Fraccion were, as Szayel had not released any of the liquid in their direction. Immediately the Fraccion freaked out and gave Nelliel a wide berth. Szayel wasn't thrilled about seeing Nelliel so close. His only hope was that Nelliel would stay out of the fight and allow Ben to fight on his own instead of helping him. Otherwise this fight would be over very quickly.

Renji, Uryu, Pesche, and Dondochakka were not as fortunate as Nelliel and Brain Storm were as the liquid landed on them. At first Brain Storm thought that the liquid would be similar to a poison or acid. But what he saw take place was far worse.

As soon as the black liquid came in contact with someone, it suddenly turned into an exact duplicate of whoever it landed on. The duplicates looked exactly the same as the originals except for a few minor details. Dondochakka's copies lacked polka dots on their backs and Pesche's copies were wearing pants instead of the loincloth that he wore. But another thing that Brain Storm noticed was that the copies also had X shaped marking around their pure white eyes.

"What the deuce?" Brain Storm asked as he saw this take place. Soon, the entire room was filled with copies of Renji, Uryu, Pesche, and Dondochakka. While he could see that the clones had minor differences in their appearance, there were so many copies that he couldn't spot his allies among them.

"Do you like it?" Szayel asked with a smile as he stood among his Fraccion "Pity I wasn't able to copy you and Nelliel, Ben. You're the only ones who will make this amusing."

Brain Storm grumbled as he analyzed the situation. These copies combined with Szayel's Fraccion left them vastly outnumbered. However, considering that Szayel didn't want his Fraccion to interfere that would at least prevent the situation from getting worse. He had to do something fast.

"Very well then, Szayel," Brain Storm said. "If you insist on sniveling behind your peons like the coward you are, then you leave me will no choice but to remove them from the field."

Szayel raised an eyebrow curiously.

Brain Storm opened his head plating again and unleash bolts of electricity all over the place. Many clones yelled as they started to get electrocuted.

"Predictable," Szayel dramatically sighed in disappointment. "I was hoping for something far more creative from you, Ben."

But Brain Storm had to be careful. He couldn't afford to hit all the copies at once, or he would wind up attacking his allies as well.

Meanwhile, the copies that Brain Storm hadn't attacked decided it was their turn to take the offensive. Everyone was dodging all over the place to escape the clones. Brain Storm, not wanting to electrocute his allies, was forced to defending himself with only his pincers. Soon, he was covered in copies of his allies. Having no other choice, Brain Storm unleashed a blast of electricity at them. Those copies were blasted off, but others came to take their place.

Brain Storm groaned in annoyance. Szayel on the other hand, was laughing his head off.

"Come now, Ben," he taunted. "I thought you said you were smarter than me. Was it all talk after all, you overgrown sea food?"

Brain Storm glared at Szayel as he struggled to fight off the numerous copies of his allies. Suddenly something powerful slammed into the copies, keeping them away from him.

"What in…" Brain Storm tried to say, only to see Nelliel appear before him. "Nelliel? What are you…?"

"Ben," She told him. "I will handle this. You must focus on your battle with Szayel."

Szayel snarled when he saw this. He knew he had to do something fast. Despite the years that had passed, Szayel knew that he did not stand a chance if Nelliel entered the battle. However, if he remembered correctly, Nelliel never killed no matter how despicable her opponent was. Perhaps he could use that to his advantage.

"Everyone!" Szayel yelled to both his Fraccion and the copies. "Focus all your attention upon Nelliel. I will deal with little Ben here."

The copies reacted immediately and started to charge at Nelliel. Calmly, Nelliel drew her sword.

"Pesche," she said. "Dondochakka. You and your allies must stay out of the way now."

"Hey!" Renji called, not liking that idea at all. But at that moment, Uryu stopped him by grabbing onto his shoulder.

"She's right," Uryu admitted. "There is nothing we can do right now. We'll have to leave it in their hands."

Unlike the clones of Uryu, Renji, Pesche, and Dondochakka, Szayel's Fraccion were not as eager to engage Nelliel in combat. They could easily tell that this woman was powerful and could probably beat all of them without having to break a sweat.

"What are you waiting for?" Szayel called to them. "Get her!"

Szayel's Fraccion flinched at their master's command. But they did fear what their master would do if they failed to obey. So, they took what they considered to be their last breaths and charged at the green haired Arrancar.

Nelliel wasn't even breaking a sweat as she began mowing down the copies of her allies with her sword. Since they weren't actually real, they couldn't truly die. This is the only reason Nelliel began to kill the clones. But that's when she noticed something happening. Whenever she slashed at a clone, it would disperse into liquid and then split into even more clones. Nelliel immediately saw that her Zanpakuto would be no good against these types of foes and resorted to using hand to hand combat.

Uryu frowned when he saw this. There were plenty of clones already and now they had the ability to make more of themselves.

"Forget about the clones!" he yelled. "Focus all your attention on Szayel. Once he's out, it is most likely that the clones will disappear!"

Szayel chuckled at Uryu's announcement. "That is correct. The clones I have created will only disappear if I allow them to, or if I am defeated. However, it is impossible since you have no hope of defeating me."

"I am pleased to see that you are so confident, Szayel," Brain Storm told him. "But victory shall not be granted to such a self centered degenerate like yourself."

Szayel's eyes narrowed. "You continue to boast that you are smarter than me, yet you have done absolutely nothing to prove this foolish claim of yours."

"Oh, contraire, my dear Szayel," Brain Storm replied. "I have succeeded in making a mockery of you no less than around four to five times during our little conflict, while you have failed to provide me with even the slightest antiquate challenge."

With that, Szayel shot his tentacles forward again. This time, instead of jumping backwards, Brain Storm decided that forward was the best approach. So, putting all his weight on his six legs, Brain Storm leaped forward. He was able to dodge Szayel's tentacles and slammed into Szayel himself. The force sent the two of them tumbling to the floor. Szayel felt his anger bubble as he found himself once again on the ground. Not only that, but now he had Brain Storm on his stomach.

Brain Storm looked at his opponent for a moment. Then he pinched Szayel's nose with one of his sharp pincers. Now not an even an Arrancar would enjoy their nose being pinched and Szayel was not exception. He gave a yelp of pain, which brought satisfactory to Brain Storm. But that satisfactory was short lived when Szayel punched him in the face. The blow sent Brain Storm off Szayel. Szayel was both mad and indignant at the fact that Ben had the nerve to do such a ridiculous thing as pinching his nose. Brain Storm tried to get up but found himself wrapped up in Szayel's tentacles.

"I have you now, Ben," Szayel grinned as his tentacles started to smother his opponent. "And I have a surprise in store for you."

But whatever that surprise was, Szayel didn't get to reveal it. For his wits were shattered when he felt a huge surge of electricity coursing through his body. He struggled to cover Ben more with his tentacles, so Brain Storm countered by increasing the charge of his blasts. Unable to bear the pain, Szayel quickly removed his tentacles from Brain Storm, who looked very disgusted at having been just about suffocated.

"That was rather revolting," Brain Storm groaned as he got back to his feet.

Szayel snarled at his disproportioned opponent. Normally he would develop immunity to his opponent's techniques. However, this was done through him analyzing his opponent's reiatsu. Unfortunately, he couldn't do the same with Ben's attacks for that very reason. Although he was able to analyze Ben's reiatsu, his electrical attacks weren't fueled by reiatsu at all. Judging from his observations, Szayel concluded that Brain Storm was able to create non-reiatsu based electricity somehow through mental concentration. Because the electricity was natural instead of spiritual, he could not become immune to it as he could if he had been battling foes like Shinigami, Hollows, or fellow Arrancar.

"Ben!" Uryu yelled. "You don't have time to play around. You need to finish him off."

Brain Storm frowned, sparing a glance over at Nelliel. He instantly saw that she was in a rather tough spot, as she was surrounded by clones of their friends. It was only the sheer number of them that posed a challenge to her. She was having the hardest time with the Renji clones, for Brain Storm saw that they had swords that could extend themselves like whips.

"As much as I have enjoyed matching wits with you, Szayel," he told his opponent. "I believe now is the right moment to bring this conflict to an end."

Szayel laughed at Ben. "Really? You seem to think that you're the one holding all the cards, Ben."

"I do not need to be holding any cards to defeat someone as lowly as you, Szayel."

"Come now, Ben," Szayel taunted. "Do you honestly believe that you have the means to defeat me?"

"It is a matter of fact," Brain Storm replied.

"Then prove it," Szayel challenged.

Now it was Brain Storm's turn to smile. "Gladly."

Before Szayel could say anything, Brain Storm launched forward again. However, Szayel was more prepared for this maneuver and brought his tentacles out to block his adversary. But this time, instead of slamming into Szayel, Brain Storm unleashed twin bolts of electricity from his pincers. Szayel braced himself for the electricity as it surged through him. But before he could take another course of action, Brain Storm opened his head plating and shot bolts of electricity out of his brain again. Szayel began to shout as the triple electric blast shocked him.

Suddenly Brain Storm suddenly stopped his attack.

"Renji!" Brain Storm yelled. "Uryu! Pesche! Dondochakka! I'm certain that you all would enjoy assisting me putting this ruffian in his place"

"Why?" Renji asked.

"Want to take him down in one blow?" Uryu asked, figuring that had to be the reason for Brain Storm's request.

"Positively," Brain Storm replied. "But time is of the essence."

As he said that, Brain Storm shot another look at Nelliel. In order to prevent more copies from being made, Nelliel had no choice but to hold back her true power. And if she continued to hold back, she would overrun by the numbers that were already there. Brain Storm knew that continuing one on one with Szayel now would not be good for Nelliel. But if the others aided him, they could wrap this up immediately.

"We'll go help Nelliel-sama!" Pesche and Dondochakka yelled to Renji and Uryu. "You guys go help Ben!"

Brain Storm nodded in understanding then turned to face Renji and Uryu. "Shall we?"

Renji nodded. "You got it!" Suddenly he began swing his chain whip like sword, fully extended, in a huge, rotating circle. Before the Eighth Espada could do anything, Renji swung his chain-whip like sword wildly. Suddenly both Renji and Szayel were wrapped up together.

"What the deuce?" Brain Storm asked utterly baffled by what Renji was doing.

"Don't worry," Uryu whispered to Brain Storm. "Abarai and I already have a plan. I'll let you know what's going on in a minute." Then suddenly he vanished.

Brain Storm found himself confused by Uryu's words. But before he could even attempt to make sense of his comrade's words, he suddenly heard Renji shout out:

"Hadou No. 31 Shakahou!"

Brain Storm had to shield his eyes when suddenly Renji and Szayel were covered in a massive explosion.

"Buaah!" Szayel yelled as he stepped out of the smoke caused by the explosion. His clothes were ruined and parts of his skin were burned. And he was definitely not in a good mood. That much was evident as he snarled at Renji.

"This Shinigami lowlife is trying to make a fool out of me!"

"That's not particularly difficult, my dear Szayel," Brain Storm mocked. "Even the most microscopic forms of life are capable of making a fool out of you."

Szayel's anger skyrocketed at Brain Storm's taunting. "You little…! I'm gonna…"

"I'm afraid you won't be doing anything right now,"

Brain Storm and Renji both saw Uryu standing a good amount of distance from behind Szayel. He was holding what appeared to be a grey handle of some sort with a glowing blade.

"If you took Abarai's attack, regardless of whether it succeeded or not, you'd retreat in the opposite direction from him and create some distance," Uryu said to Szayel. "You seem to like looking down on your opponents. When you take an attack, you have a habit of putting just enough distance between you and your enemy so that their attacks can't reach you."

Despite being furious just a few moments ago, Szayel found himself amused at Uryu's words.

"So what?" he asked Uryu. "You, too, seem to rather enjoy taking your enemies from behind. So do you think you've won, quincy?"

Uryu smiled as he tilted the blade downward. "Yes, I think I have." With that, he plunged the blade into the ground.

Suddenly the smoke cleared to reveal that there were several of those energy blades in the ground. And they were placed at various angles in the floor around Szayel. Once Uryu planted the last blade in the ground, light shot out of the blades, coursed across the ground and connected to Szayel. They made a pentagon shape with Szayel in the middle.

"Ben," Uryu called to him. "Can you charge up your electricity into one big blast by any chance?"

"Of course," Brain Storm replied. Uryu grinned at that.

"Good," he said. "I want you to charge up your electricity into a massive ball of electrical energy. When I give the signal, I want you to release everything you've got."

Brain Storm nodded. "It shall be done." He replied. He opened his plating again and began to concentrate. Electrical energy began to form into a ball that continued to increase with the more thinking power that Brain Storm put into it.

"Impossible," Szayel said to Uryu as he analyzed the trap he was in. "The reiatsu of your weapons was supposed to be sealed."

Uryu grinned at him as he pulled out what appeared to be a tiny little bottle. "It just goes to show, there are things in this world that you do not know of. Just so it's easy to understand, I shall explain your current situation to you using your language. Hasta Aqui, Szayel Aporro Granz." With that, he tilted the bottle over the blade he planted.

"Ben, now!" Uryu yelled.

"Nooooooooo!" Szayel yelled.

Brain Storm released the ball of electricity, which had grown to almost twice the size of Brain Storm himself, which shot out in the form of a gigantic beam of lightning. The lightning collided with Szayel right before the silver liquid landed on the blade next to Uryu. The Eighth Espada was engulfed in an explosion of light and electricity. But Brain Storm knew that this had to be the finisher, so he threw every ounce of willpower he had and unleashed all the electricity he could make. Szayel's screams could be heard from the explosion.

"Szayel Aporro-sama!" Cried the members of Szayel's Fraccion who were actually conscious. They dashed over as weakly as they could to their master.

No sooner had the explosion take place did all of the clones fighting Nelliel and her Fraccion disperse into liquid form again. Nelliel let out a sigh of relief while Pesche and Dondochakka began cheering wildly. Uryu calmly walked over to Brain Storm, who looked exhausted.

"You know, Ben," Uryu told him. "If you had just let Nelliel fight Szayel in the first place, this probably would've been over by now."

Brain Storm turned back to Ben, who looked a little worn out and a bit sheepish. "Yeah," Ben told him while scratching the back of his head. "I realize that now."

"I knew Ben could win," Nelliel said. "That's why I let him fight Szayel. Ben can do anything."

Ben blushed at her words.

"By the way," Pesche said. "What was that technique just now, Uryu?"

"That's what I'd like to know," Ben agreed. "That was awesome!"

Uryu grinned at the compliment. "Sprenger," he explained. "Using my Seele-Schneider and a silver vial, you destroy whatever is inside the sketched formation. Seele-Schneider is equipped with a function that stores spirit particles in its pommel for when you fight enemies if you disperse them. By expending the stored particles, you can temporarily restore the blade. Using that, you draw the Quincy Zeichen on the ground. Then, by pouring a drop of the enriched spirit particles inside the silver vial onto it, you trigger an enormous explosion inside the arrangement."

Ben had a zoned-out look on his face.

Uryu frowned. "You have no idea what I just said, do you?"

"Not a clue," Ben answered.

Nelliel giggled while Uryu rolled his eyes.

"It's powerful but it takes a lot of time to prepare," Uryu went on. "So you can't use it directly in one-on-one fights. That is, unless you have a helper that you can depend on." He looked over at Renji, who was lying on the ground.

Renji grinned as he weakly looked up at his friend. "Ha," he said. "Flattery will get you nowhere."

Uryu grinned at him. "I assure you my gratitude is sincere."

Taking a sigh of relief, Ben looked around the room. The whole place was a mess. Half of Szayel's Fraccion were unconscious, courtesy of Nelliel. The other half had gone to check on their master. The clones, on the other hand, were now puddles of liquid. But what about Szayel?"

Ben noticed the smoke caused by Uryu's Sprenger was starting to clear up. That's when he saw Szayel collapsed on the ground. He wasn't moving. His conscious Fraccion were gathering around him, while looking at Ben and the others with both hatred and fear.

"Is he dead?" Ben couldn't help but ask. He wanted to avenge Nelliel, but he didn't want to kill anyone.

"He isn't," Nelliel reassured him. "Don't worry, Ben."

Ben relaxed. At least Szayel would know better than to try and mess with him and his pals again. He decided that he would leave Szayel to the care of his Fraccion.

Renji slowly got back up to his feet. "So, should we finish him off?"

"No!" Ben shouted, startling Uryu and Renji. "We don't need to kill him. We beat him and that's all that matters."

Renji wanted to argue but Uryu stopped him. "Ben's right," he told him. "Szayel's out of the way, so we need to focus on finding Inoue."

"Ishida-kun! Abarai-kun, Tennyson-kun!"

Everyone jumped at this new voice. It seemed to be coming from above. Everyone looked up to see two figures standing near the hole Ben had made when he was Armodrillo. They could see that it was Orihime and Sung-Sun.

"Inoue!" Uryu called to her.

"Sung-Sun!" Ben cried. "Good job!" He gave her a thumbs up. Sung-Sun smiled behind her sleeve at the congratulations Ben gave her. Then he noticed the long, white dress Orihime was wearing. "What's with the new threads, Orihime?"

Orihime frowned. She remembered that Ben had left before she had put her new dress on. The one she was told to wear to symoblize her joining the Arrancar.

Sung-Sun noticed the bothered look on Orihime's face. "Aizen made her wear it," she told Ben.

Ben frowned. "Well don't worry, Orihime. We're gonna put Aizen in his place."

Renji shook his head. "Bad idea."

Ben was about to ask why when Orihime and Sung-Sun dropped down from the hole. Sung-Sun managed to land perfectly while Orihime stumbled after she landed and fell on her backside. Instantly, Uryu walked over to her and helped her back on her feet. Sung-Sun looked around the room and saw Szayel lying on the ground with his Fraccion scattered everywhere.

"I believe this is your handiwork, Ben," Sun-Sun guessed.

Orihime gasped at the sight. "Tennyson-kun. You did this?"

"Hey!" Ben exclaimed. "It's not my fault."

Everyone looked at him.

"Okay, it wasn't entirely my fault," Ben admitted.

"Who are you anyway?" Renji asked Sun-Sun.

"I'll explain everything later," Ben told Renji. "Let's go ahead and get out of here."

Everyone nodded in agreement at that. Renji looked up at the hole in the ceiling. "Looks up we're going up." He said as he picked up his sword. Suddenly he disappeared and reappeared on the floor above them. "Come on!"

Uryu picked up picked up Orihime bridal style, much to her embarrassment. He used a similar move and appeared at the top. Sun-Sun used Sonido to reach the next floor. Nelliel did so while carrying Pesche and Dondochakka. Ben reached for his Ultimatrix to use Jet Ray. However, just as he was about to activate it, he suddenly felt the urge to run. Run? Why would he want to run? Deciding to find out for himself, Ben started to run. And no sooner had he kicked off the ground did he suddenly became a green blur that run up the wall and now stood among his newfound friends. Ben was utterly speechless as his brain tried to comprehend what just happened. Somehow he had just moved at fast speed. Of course, what he just did was nothing compared to XLR8's speed, but that didn't change the fact that somehow he just did that in his human form.

"Ben?" Nelliel asked with her mouth hanging open.

"How…how did you do that?" Sung-Sun asked.

"I think that's a question we all want to know," Renji said. "Kid, you need to start talking."


As Ben and the others started walking on the upper floor, they were unaware of what was going on back at the floor they were just on. In fact, even Szayel's own mourning Fraccion were unaware. Otherwise they would have noticed Szayel slowly twitching his finger.

Curse you! He screamed in his head, as he was not able to speak at the moment. Curse you, I'm not done yet! I'll make you suffer for this! I'll make every last one of you suffer! Especially you, Ben Tennyson! I'll make you experience a living Hell!


But Ben and his pals were unaware of this. Instead, they had been preoccupied with Ben telling them about his Ultimatrix and how his adventures in Hueco Mundo. Uryu and Renji listened like little kids at story time as Ben told them about his experiences, how he met his friends, and how he made plenty of enemies. But they were really speechless when they learned that Nelliel used to be the third Espada and that Ben was a Fraccion to the current third Espada.

"And she seriously wants to betray Aizen to help you?" Renji asked with his jaw hanging.

Ben nodded. "She does," he told him.

Uryu felt respect for Ben. This guy had managed to turn two of Aizen's most powerful Arrancar, Nelliel and Harribel, against him. Not only that, but the fact that Ben was able to hold his own against people like this Nnoitra character Uryu had just been told about showed how skilled Ben was.

"But there's one thing I don't get," Renji said. "If you're just an average human without that Ultima-thing, how did you do that speed trick?"

"How should I know?" Ben asked back. "I just suddenly had this urge to run and the next thing I know I'm a blur of motion."

Nelliel had been deep in thought ever since Ben's little speed display. It reminded her of during the battle she and Ben had against Nnoitra. The part when Ben had been able to heal from his wounds far too fast. And that speed reminded her a little of that speed form Ben had called XRL8.

"Ben?" she asked him.

"Yeah?" Ben asked her in return.

"Do any of your forms have regeneration?" she asked.

Raising an eyebrow, Ben nodded. "Yeah, Swampfire. He can regenerate. Why?"

"Nothing," Nelliel replied. "Just curious."

Something's happening to Ben. She thought. Somehow he's able to access parts of his powers without needing to use the Ultimatrix. Does his spirit energy have something to do with it?

"Well," Renji said. "We got Inoue. Let's find the others and get out of here."

"We need to find Apacci and Mila Rose first," Sung-Sun told them. "They went to help two of your friends who got hurt against Nnoitra and Aaroniero."

Uryu and Renji looked at each other. They were pretty certain that the two Sung-Sun was talking about were Chad and Rukia.

"What about Kurosaki?" Uryu asked.

Ben noticed Orihime clench her hands and worry was easily showing on her face. Was this Kurosaki guy her boyfriend? Also, who exactly was this Kurosaki guy? He had to be the one who had been about to run into Ulquiorra.

"Harribel is helping him," Ben told them.

Suddenly Sung-Sun frowned. "Oh no," she said quietly.

"'Oh no?'" Ben asked her. "What's 'oh no?'"

"The last intruder, this Kurosaki I believe," Sung-Sun said. "Is battling Grimmjow."

Ben slapped his forehead. "Oh great," he groaned. "First Ulquiorra, now Grimmjow."

The worry on Orihime's face got worse. Both Ben and Uryu noticed this.

"Don't worry, Inoue," Uryu reassured her. "I'm sure Kurosaki can handle him."

"Well," Sung-Sun said as she too tried to encourage Orihime. "Grimmjow is only the Sixth Espada while Ulquiorra is the Fourth. Kurosaki has a better chance of defeating Grimmjow than Ulquiorra."

"What about Harribel?" Ben asked.

"She is battling Ulquiorra as we speak," Sung-Sun explained.

Ben frowned as he looked at the ground. Right now it looked like he had three choices. One: go and help Harribel deal with Ulquiorra. Two: Help this Kurosaki guy with Grimmjow. Three: Get Orihime and her friends to Apacci and Mila Rose.

"I suggest we split up," Uryu said, snapping Ben out of his thoughts. "I'll go help Kurosaki."

"I'm coming too," Orihime said suddenly.

Uryu's face softened as he looked at her. "Inoue, I…"

"Please," she pleaded. "Please let me."

Uryu sighed. "Very well," he said. "I'll take you."

Orihime gave a small smile. "Thank you, Ishida-kun."

"I am willing to take anyone of you to see your allies," Sung-Sun volunteered.

"I'll go," Renji said. "I need to make sure Rukia's okay."

"And Chad," Orihime pointed out.

Renji nodded. "Him too,"

Ben thought about his decision for a moment. "I'll go help Harribel."

Everyone looked at Ben.

"Ben," Sung-Sun replied. "Harribel-sama is the third Espada. I'm sure she can handle this."

"Maybe," Ben admitted. "But I'm not taking a chance. No offense to Nelliel, but Nnoitra had gotten the better of her and he was just the eighth Espada at the time."

Nelliel nodded quietly as she looked at the ground, remembering those events perfectly in her memory.

"Ben," Uryu said. "Are you sure?" You'll be going up against the fourth Espada."

Ben grinned. "I've beaten Nnoitra and he was the fifth Espada." He said. "Four's just one number lower than five."

Sung-Sun frowned and worry was plain on her face. "Ben. Ulquiorra is beyond Nnoitra's level. Do not underestimate him."

Ben smiled at her. "Don't worry about me." He said.

Nelliel bit her lip. She couldn't bear the thought of losing Ben. "I'm coming with you." She stated.

"That's a good idea," Uryu pointed out. "Ben and two Espada level Arrancar can easily take down just a single Arrancar even if he happens to be an Espada."

"We're coming too!" Pesche and Dondochakka cried.

Nelliel shook her head. "I'm sorry you two. But I need you to stay out of this one."

"But Nelliel-sama...!" the two Arrancar cried.

"Please," Nelliel told them. "Please do this for me. I want you to go with Sun-Sun and Renji. You can help them."

Pesche and Dondochakka looked at each, then they looked at the ground.

"Yes, Nelliel-sama." they both replied.

Ben grinned. "Then it's decided. Okay team. Let's do this!"

And so everyone began to take off in different directions. However, Sung-Sun had warned Nelliel that she would never forgive her if anything happened to Ben.

This warning and many other thoughts began to jumble inside Nelliel's head. She already knew that she was in love with Ben. That was for certain. But Nelliel just couldn't tell if Ben felt the same way as her. Ben cared about her obviously, but she didn't know if his feelings could be classified as love. And it didn't help matters that four other women wanted Ben's heart. Personally, the only one that Nelliel truly saw as a threat was her successor, Tia Harribel. She was beautiful, powerful, and she didn't beat around the bush. For the moment, all Nelliel could do was hope that Ben saw or could see her as something far more than just a friend. It didn't help matters that they were going to help the person who Nelliel saw as her greatest rival for Ben.


Back in the throne room, Harribel and Ulquiorra continued their clash. But Ulquiorra had detected something in Harribel's movements long ago. He decided that he would bring up the matter.

"You are holding back," he stated. "Why?"

Harribel did not say anything as she blocked another one of his blows.

"You are far more than this, Harribel," Ulquiorra told her. "So why are you holding back your power?"

Harribel continued to ignore him as she struck a downward slash. However, Ulquiorra was able to dodge the attack. But only by a hair.

"I see," Ulquiorra said. "I understand now. You are holding back because of Ben. Are you afraid of what he'll think of you if you kill me?"

Harribel's eyes narrowed.

"You are an Arrancar and he is a human," Ulquiorra continued. "To do something as foolish as fall in love, and with a human of all things, is preposterous. I am disappointed that you, the one Espada I truly respected, would allow such a thing to happen to you."

"That is your opinion," Harribel said. "I do not regret it. Ben brought meaning"

"Meaning Ulquiorra asked her. "I see that Ben has damaged you far more than I have anticipated. You exist only for the will of Aizen-sama."

"It seems that you have forgotten, Ulquiorra," Harribel replied. "If you believe that your mind games will affect me."

"I am merely stating facts," Ulquiorra said to her. "Ben would've made a great ally. Now he is nothing more than one more trash to be destroyed."

Harribel was silent at first. Then when she spoke: "Shall we?"

Ulquiorra looked at her. "Of course."

With that, the two of them flew towards the hole that Grimmjow had made.


Outside, things were getting hectic for Ichigo. He should have known that he and Grimmjow would come to blows again. But he had been hoping that he would at least get to Orihime before any of that happened. Now he was forced to battle his Arrancar rival yet again. But just as the two were about to clash again, he became aware of two powerful reiatsu. The reiatsu of Ulquiorra and that woman Harribel. He looked behind and saw the two. They were apparently heading to the top of the dome. Why?

"Oh great," Grimmjow said. "Looks like things are really getting good. Hey, Ichigo! Wanna know why they're heading out?"

Unable to help himself, Ichigo turned to look at his opponent.

"Cause one of the big rules is that the top four Espada ain't allowed to use their released forms inside the dome," Grimmjow replied. "Cause any one of them could destroy this whole place."

Ichigo's eyes widened, his jaw dropped, and his stomach clenched. Destroy all of Las Noches?


Meanwhile, Mila Rose and Apacci, who had been relaxing after sensing Ben's victory over Szayel, had become aware of Harribel and Ulquiorra's ascending.

"So Harribel-sama's decided to go all out," Apacci grinned. "Ulquiorra won't stand a chance."


As if right on cue, Ben, being led by Nelliel had found himself outside. He managed to see Harribel and Ulquiorra flying towards the top of the dome. Quickly, he activated the Ultimatrix and turned into Jet Ray.

"Get on!" he called to Nelliel. Eagerly, Nelliel grabbed onto Jet Ray's back. Trying to ignore the feeling of Nelliel's body pressed right up against him, Jet Ray took off after the two combatants.


Meanwhile, Harribel and Ulquiorra had blasted a hole in the roof of Las Noches. Once they were out of the dome they faced each other. Rather than speak to each other, they both said at the same time…

"Enclose, Murcielago!"

"Destroy, Tiburon!"

End of Chapter