The Las Noches Battle Royale


Apacci and Mila Rose had taken Gantenbainne, Chad, and Rukia to the medical room of Las Noches. They had lied to the medical Arrancar, saying that Aizen wanted the two intruders alive for interrogation. Now the two were standing guard next to the door. It wouldn't take long for all of Las Noches to figure out their betrayal. The two of them vowed that even if they were to die, they would take down as many foes as they could.

Sensing spiritual pressure nearby, the two got ready to fight. But they relaxed when they recognized Sun-Sun's reiatsu.

Sung-Sun soon appeared before them along with her three new allies. She introduced them to her companions; Renji, Pesche, and Dondochakka. Sung-Sun assured her teammates that the three were their allies now.

Pesche and Dondochakka explained that they were Nelliel's Fraccion and told the girls about what Nnoitra and Szayel had done to Nelliel so many years ago.

Renji had wanted to go in to check on Rukia and Chad, but the three girls stopped him. They explained that he might give their cover away and bring all of Las Noches down on them.

"How's Ben?" Apacci asked Sung-Sun.

"He's gone with Nelliel to help Harribel-sama," Sung-Sun explained.

"Why?" Mila Rose asked. "Harribel-sama can take care of herself. Besides, Ulquiorra doesn't stand a chance against her."

"Ben's just being careful," Pesche told her. "Nnoitra is weaker than Nelliel-sama, but he got her with a trap that he and Szayel set."

"But if Nelliel's the former third Espada and Harribel is the current third Espada," Renji pointed out. "They could defeat this Ulquiorra guy with no problems."

"Ha!" Mila Rose laughed. "Harribel-sama could beat Ulquiorra without even trying. She won't need Nelliel's help."

"Well, Nelliel-sama could more than hold her own against Ulquiorra don't cha know?" Dondochakka said, while glaring at Mila Rose.

Apacci narrowed her eyes. "Are you saying Nelliel is stronger than Harribel-sama?" she asked edgily.

This got Mila Rose and Sung-Sun's attention. They tensed, as did Pesche and Dondochakka. Apacci, Mila Rose, and Sung-Sun were certain that Harribel was stronger. Pesche and Dondochakka were certain that Nelliel was stronger. And they looked ready to fight each other over it.

Renji slapped his forehead. "Look," he said. "Right now we need to heal Chad and Rukia, find the others, and then get out of here."

His attention was drawn when he felt two powerful reiatsu suddenly skyrocket. "What the…?" he started to ask.

The girls looked at each other solemnly. "Harribel and Ulquiorra have entered their Resurreccion." Sung-Sun said.

Renji gulped after hearing that. All that power and they were only the third and fourth Espada?


Aizen sat in his throne room, musing over all the recent events that had occurred. First, Ichigo Kurosaki and his companions had invaded Hueco Mundo. Shortly after that, Aaroniero died. Harribel had betrayed Aizen and just recently Aizen felt Szayel's reiatsu drop greatly. It was Ben's doing, alongside the Quincy Uryu and Lieutenant Renji. Since Ben was there, it meant that he had defeated Nnoitra. So two of the Espada had fallen to Ben.

You intrigue me, Ben Tennyson.

"Having fun, Aizen-sama?" Gin asked as he walked over to him.

"Fun, Gin?" Aizen asked him, despite the fact that amusement was plain on his face.

"You love this sort of thing, don't you?" Gin asked him with a grin. "How Ben's just gone and turned everything around?"

Aizen closed his eyes but the amused smile never left his face. "'Turned everything around?' No, Gin. All he has done, as the saying goes, is delay the inevitable."

"Oh?" Gin asked. "And what about Harribel and Ulquiorra?"

"It seems the two of them have decided to go into their released states," Aizen replied. "Cuatra vs. Tercera. This should be amusing."

At that moment, the two felt a disturbance in the air. The disturbance from Arrancar using Resurreccion. And Aizen knew which two Arrancar had just released their power. His smile widened.

"And so it begins."


Baraggan snarled as he too felt the disturbance. His Fraccion were all aware of it as well.

"What's going on?" Nirgee asked.

"Harribel-sama and Ulquiorra-sama have entered their released forms," Findor observed. He looked at Baraggan. "My lord, could it be?"

"Yes," Baraggan seethed. "There is only one reason why Ulquiorra and Harribel would be fighting. Harribel has decided to betray us."

The rest of his Fraccion stared at him in shock.

"I don't understand," Ggio said. "Why would she…"

"Because of that worthless human filth!" Baraggan roared. "It's obvious that she's betrayed us for him!"

"Ben Tennyson?" asked Choe Neng Pow. "Why would she risk the wrath of Aizen-sama for him?"

"Because she's weak," Baraggan stated. "She let that boy get into her head and turn her against us all. Ulquiorra better make sure to kill that wench. I'd say painfully and slowly, but that's not his style. Shame really."

Meanwhile, Charlotte was worried for Ben. He was pretty sure that Ben might step in to help Harribel against Ulquiorra. Despite being able to defeat Nnoitra, Charlotte was certain that Ben had a way to go before he was ready to fight somebody like Ulquiorra. He didn't notice that Avirama Redder was looking somewhat uncomfortable as well.


Starrk was sleeping yet again. Twice he had been rudely awoken. The first was because of a massive tremor that was felt all around Las Noches. The second was when Lilynette woke him up to tell him about Aaroniero's death. Now all Starrk wanted to do was go back to sleeping. Sadly his sleep was rudely interrupted by a foot that suddenly slammed onto his face. This woke him up with a jolt as he turned to face the only person responsible: Lilynette.

"What is it now, Lilynette?" he asked groggily. Aside from Aaroniero's death, what else was bothering her?

That's when he noticed that Lilynette had a rather grave look on her face. Worse than the one she had when she told him about Aaroniero's death.

"It's Harribel and Ulquiorra," She told him in a quiet voice. "They're fighting."

Well that was more than enough to get Starrk's attention. Now that he was more awake, he could sense the incredible power that had been released from the two. He let out a groan of annoyance.

"Well I'll be," He said as he threw himself back onto his pile of pillows that he was sleeping on.

"Tell me, Starrk," Lilynette asked while folding her arms across her chest. "Why are Harribel and Ulquiorra fighting?"

Starrk thought about it for a moment. Not that he had to take long. Despite his lazy and rather unconvincing appearance, Starrk was quite intelligent. And he knew that there would be only one reason why Harribel and Ulquiorra would be fighting.

"Harribel has betrayed us," he told Lilynette.

Lilynette felt her whole body freeze up. Her jaw dropped, her one visible eye widened, and her arms fell at her side. At first that was all she did for a brief moment. Then she exploded.

"What?" she shrieked. "Why would she betray us? There's no way she'd join the Shinigami's side!"

Starrk thought about it for a brief moment. Then he looked at Lilynette.

"I don't know if he meant to or not," Starrk replied. "But I'm sure Ben's got something to do with it."

Lilynette blinked. "Does that mean Ben's betrayed us too?"

Starrk sighed. "Looks like it."

Lilynette didn't say anything for the moment. She simply bit her lip and looked at the ground in silent anger.


Jet Ray and Nelliel were soaring to the hole that Ulquiorra and Harribel had made when a powerful force struck Jet Ray, sending him tumbling downwards. The ground was coming up to him and Nelliel fast. With all the willpower he had in him, Jet Ray was able to stop himself from hitting the ground. He was so focused on stopping that he hadn't realized that Nelliel had had pressed her body closer to him to keep herself from falling. Instead, Jet Ray looked at the source of what sent him flying backwards in the first place: the hole in the dome.

"What was that?" he asked, still shaken up from being blasted backwards.

"Harribel and Ulquiorra," Nelliel explained to him. "They have unleashed their Resurreccion."

Jet Ray's eyes bugged out. Just by entering their released states was enough to blast him backwards?

"Wow," He commented. "Nnoitra's released state was nothing compared to theirs."

They are quite impressive. Nelliel thought to herself. So this is the power of my successor. Hopefully my own power has fully returned.

Meanwhile, Jet Ray looked up at the roof hole. Worry and concern evident on his face.

"I hope she's alright," He said as he continued flying.

Nelliel looked down glumly at these words and unconsciously tightened her embrace on Jet Ray.

Calm down. She told herself. You're worried about Harribel too. Don't start jumping to conclusions.

But that didn't stop Nelliel from worrying as Jet Ray flew closer to the hole in the ceiling.


The air split as the two Espada faced each other. Both of them were now in their released states.

"This is a fool's hope," Ulquiorra told Harribel. "Even if you defeat me, you have truly accomplished nothing. Or have you forgotten that there are two Espada who are stronger than both of us?"

"They are not my concern at the moment," Harribel said to him. "For now, I shall deal with you."

The two Espada looked at each other in their released forms.

In his released state, Ulquiorra became bat-like in appearance. Now he had gained large black bat wings on his back, his hair was now longer and wilder. The remains of his Hollow mask become a helmet that centered atop his head. The helmet had two large horns extending outward to the sides towards the front. The lines on his face were black, broader and more triangular and his fingernails lengthened. His Arrancar attire had become more form fitting and closed at the top, becoming more like a robe towards the bottom.

Harribel's own released state was different. In this form, all of her normal clothes were gone, as well as her Espada tattoo. The Hollow fragments she had in her sealed state became a collar with extensions that barely covered her chest, in addition to spaulders on her shoulders with two ribbon-like protrusions on her back that bore a resemblance to shark fins. A thin, spine-like structure was on her stomach, spanning from her waist to the underside of her chest. Harribel now wore a mini-skirt consisting of bones that appeared to surround a dark undergarment. She was now wearing a pair of knee-length boots and elbow-length gloves as well. Her weapon took the form of a broad pata which resembled an elongated shark tooth, featuring an unusual hilt with a hand guard that completely covered her hand. The sword also possessed what appeared to be gill markings along either side of the blade. Harribel's hair had become messy and she now sported two blue lightning bolt markings on both sides of her face.

Ulquiorra raised his right arm. A javelin made of green energy materialized in his hand. He gripped the javelin tightly.

"Before we begin," Ulquiorra said. "There is something I want to ask you."

Harribel simply looked at him, so he went on.

"Even if you do escape," Ulquiorra said to her. "Do you believe that there will be any safe haven for you or your Fraccion? If Aizen-sama does not choose to find you, then the Shinigami will. They care nothing for our kind and will kill you on sight, regardless if you helped them."

"The Shinigami may try," Harribel answered. "And I shall deal with Aizen when the time comes."

"Then you are dead regardless," Ulquiorra replied. "Not even your power can compare to Aizen-sama's."

"Aizen is not invincible," Harribel stated to him.

"Do you really believe that?" Ulquiorra commented. "Even if he was not invincible, his power exceeds both of our own."

Harribel looked at Ulquiorra as she raised her own weapon. "I believe that it would be pointless for us to talk any further."

Ulquiorra nodded. "Agreed."

With that he charged at her, swinging his javelin in arc to slash Harribel. However, Harribel used Sonido and appeared behind him.

"La Gota," she said.

Water began pouring out of the gill markings on her sword, where the water formed itself around the tip of her weapon. With a force greater than that of a cannon blast, Harribel fired the water in a powerful jet blast that resembled a shark tooth. Ulquiorra turned around and raised his javelin to block the attack. Although he was able to, the blast still sent him flying backwards. Regaining himself, Ulquiorra took aim and threw his javelin straight at Harribel. Harribel quickly moved to the side, causing the javelin to go right past her. But she had little time to react as Ulquiorra created another energy javelin and came at her. Harribel slashed with her sword, with Ulquiorra just barely dodging the attack. But just as he started to get his wits together, he felt Harribel's blade rake his side. Ulquiorra looked down at his side, noticing the cut but not really bothering about it. Instead he focused solely on Harribel and attacked.

Harribel dodged the attack, only for Ulquiorra to appear behind her to try and stab her through with his javelin. Harribel moved to the side but could still feel the javelin's edge give her a cut across her back. Not allowing it to bother her, Harribel turned to face Ulquiorra. His right arm was raised as a green Cero began to form around his pointed index and middle finger. Harribel wasted no words as she prepared her own attack. A yellow Cero formed around the tip of her weapon. The two Espada fired their Cero at the same exact time, creating a massive explosion from the colliding forces. Once the smoke cleared the two Espada were back to where they started, minus having some minor injuries.

The two were about to go at it again when they both sensed two different reiatsu coming towards them. Both turned their heads to see Jet Ray and Nelliel flying out of the hole they had made.

Jet Ray let out a sigh of relief as he and Nelliel finally reached the top of the dome. Ben turned back to normal as he and Nelliel landed on the top of the dome. Unlike the sunlight within Las Noches, the outside sky was still a black night. As much as she didn't want to, Nelliel reluctantly let go of Ben. He was about to say something when he saw Ulquiorra and Harribel looking at them.

First he noticed Ulquiorra's released state. The bat wings made Ben think of a vampire. Then again, being a vampire would be perfect for Ulquiorra.

Then he saw what Harribel was wearing. Instantly he felt awkward and embarrassed. Sure he had seen plenty of girls in a bikini before but he hadn't expected what Harribel was now wearing. Then again, this was Harribel. Modesty was probably not in her vocabulary. Not that it made this any better, though.

Nelliel had also noticed Harribel's released state and was not particularly thrilled with how it looked. She didn't know if Harribel was doing this on purpose or not, but it seemed she was always finding a way to show off her body. And she was worried of how Ben would react. Especially since her successor was wearing something like that.

Unable to help herself, Nelliel stole a glance at Ben. So far, it looked like Ben was more embarrassed than seduced. She was relieved for the moment.

"So," Ulquiorra said, snapping Nelliel out of her thoughts. "You have come, Ben Tennyson."

Ben folded his arms. "That's right, Ulquiorra."

Ulquiorra looked past him and at Nellie, who has still holding onto Ben. Once he made eye contact with her, Ulquiorra noticed that Nelliel had tightened her grip on Ben and wrapped her arms more protectively around him.

"You," Ulquiorra said as he looked at her. "You were once an Espada weren't you?"

Nelliel nodded. Ulquiorra turned his attention back to Ben.

"Interesting," he said. "You are full of surprises Ben, being able to turn us against one another."

"Hey!" Ben shouted. "You guys told me that Soul Society were the bad guys!"

"It does not matter which side is good or evil," Ulquiorra told Ben. "All that matters is the will of Aizen-sama."

Ben narrowed his eyes. "How can you just stand there and say that? How can you not care?"

"Simple," Ulquiorra said plainly. "I do not."

Ben felt himself filled with anger. He reached for his Ultimatrix.

"Ben," Harribel said suddenly. "Nelliel. I am grateful that you came to help me, but I do not need it."

Ben was about to open his mouth to argue but Harribel interrupted.

"Ulquiorra is strong, that is obvious," Harribel said. "But I am stronger. This will not take long."

Ben frowned with slight annoyance. He had come all the way to help his friend, and now she just told him that he wasn't needed. He was about to open his mouth when Harribel pointed her sword at Ulquiorra. She began unleashing multiple blasts of her La Gota attack in rapid succession. Ulquiorra, with effort, was able to block the first few blasts, but then had to use Sonido to dodge the remaining ones. Ben was staring at the battle the whole time.

"I didn't know she could do that," he said, impressed with Harribel's attack. "Water Hazard's got nothing on her."

Nelliel bit her lip as she saw the look of admiration on Ben's face. She had to admit that Harribel had impressive abilities in her released state. While Nelliel was not ashamed of her own Resurreccion, she wondered if Ben would be as impressed with hers as he was with Harribel's.

Ulquiorra appeared behind Harribel and pointed his index and middle finger at her.

Figuring it to be a Cero, Ben tapped the Ultimatrix and was ready to jump in. He didn't know what happened alien to use, but he had to stop Ulquiorra somehow. But Ulquiorra had already fired the Cero before Ben could decide what alien to become. The Cero that Ulquiorra fired was a massive blast of darkness. Like someone had taken a piece of the night itself and used it as an attack. And the air blast from the Cero was so strong that Nelliel and Ben had to duck down from the gale force. Once the air settled, Ben and Nelliel got to their feet. Harribel was nowhere to be seen, but Ben was too speechless by Ulquiorra's attack to notice.

"What was that?" He finally managed to ask. Nelliel was about to reply, but Ulquiorra beat her to it.

"Cero Oscuras," Ulquiorra explained. "This is an Espada's fully powered Black Cero. And…it is my Cero."

Ben saw he had to do something fast. He knew that he had to use one of his aliens, but what did he have that could withstand something like that Cero Oscuras? And Ulquiorra was only the 4th Espada? If he could do something like that, just what were Nelliel, Harribel, Baraggan, and Starrk capable of?

Ulquiorra began walking towards Ben. Nelliel immediately got to her feet and drew her sword.

"I suggest that you do not take another step closer," Nelliel said in that calm, but dangerous voice of hers.

Ulquiorra remained impassive as he looked at her. "You protect him as well?" he asked.

"I'll do anything for Ben," Nelliel said firmly. "I won't kill you, Ulquiorra. But I won't let you harm him."

Ben heard what Nelliel said and looked up at her in utter amazement. "Nelliel…" he started to say.

Ulquiorra closed his eyes for a moment. "For Arrancar to throw their existence away for a mere human. It is ridiculous."

Ulquiorra raised his fingers again, no doubt to fire another Cero Oscuras. Nelliel narrowed her eyes. She could try using her Cero Doble technique but she didn't know if she could handle the power behind it. If that was the case, she would have to be fast to make sure that she and Ben could get out of the way in time.

But just before Ulquiorra could attack, Harribel's La Gota hit him square in the side. The blow made him topple over, but it was unknown if he did so from pain. Once Ulquiorra toppled over, he was struck from behind by Harribel. The blow sent him crashing into the roof of Las Noches. However, the blow did not send him crashing through the roof. Ulquiorra quickly regained himself and looked at Harribel.

"Cero Oscuras," Harribel said to him. "Even in battle, I did not anticipate that you would use that technique."

"You are a traitor to Hueco Mundo, to Las Noches, and to Aizen-sama," Ulquiorra responded to her. "I must defeat you, regardless that you are a rank above me. And if I must use all my power to do so, I shall."

Harribel regarded him, not even bothered by what he said.

"Ulquiorra," she finally spoke. "I believe it's time you came to see why I am the 3rd Espada and you are the 4th."

Ulquiorra's eyes widened as Harribel suddenly appeared next to him and slashed him across the stomach. The 4th Espada barely had time to register that he had been attacked when Harribel appeared above him. Her sword was pointed towards him.

"Cascada," she said.

If Ben had been impressed with Harribel's La Gota technique, then he was utterly amazed at her Cascada technique. A torrent of water like a tidal wave or waterfall fired out of Harribel's sword. Ulquiorra was buried under the massive wave. Nelliel quickly scooped Ben up and used Sonido to create some distance between them and the Cascada technique. Once they had a good amount of distance, Nelliel looked at Ben.

"Are you okay, Ben?"

"I'm okay," Ben told her. He looked over at the massive body of water that Harribel had created. "I did not see that coming."

Nelliel nodded. She is powerful. Nelliel thought to herself.

Suddenly the water dispersed as Ulquiorra's Cero Oscuras erupted from the Cascada. Ulquiorra then flew into the air to prepare his next move.

But he never got the chance because Harribel was waiting for him. She slashed him across the back, causing blood to pour out of his wound. Ulquiorra tried to turn his body to attack but Harribel kicked him, sending the Fourth Espada crashing down to the rooftop again. When Ulquiorra tried to get up, Harribel landed on top of him. She touched the back of his head with the tip of his sword. Any wrong movements from him, and she would stab him through his brain.

Without turning his head, Ulquiorra spoke. "You have gained the upper hand, Harribel." He stated. "Are you going to kill me?"

Harribel looked down at Ulquiorra. "I shall not decide your fate, Ulquiorra. I am leaving that decision for Ben."

Ulquiorra looked at her curiously. "Ben? You are letting him choose?"

"Yes," Harribel replied. She looked over at Ben and Nelliel, with Nelliel once again putting her arms around Ben. "Ben," she called to him.

Ben looked up at Harribel. "Yeah?" he asked.

"I am leaving Ulquiorra's fate in your hands," she told him.

This threw Ben off. "Huh?" he asked.

"Should Ulquiorra live or die," Harribel replied.

Ben looked down at Ulquiorra. Despite the fact that Ulquiorra was a heartless jerk, Ben knew he had no right to kill him. "Let him live." He said.

Harribel nodded. "If that is what you want, Ben, I shall spare him."

Nelliel smiled as she looked at Ben in approval. She felt closer to him this way.

Ulquiorra looked up at Ben as best he could while being pinned down. If anything, Ulquiorra looked…curious.

"Why would you spare me even though we are enemies?" he asked. "Would it not be better for you to simply finish me off?"

"No, Ulquiorra," Nelliel said. "Ben is not that type of person. He is showing you mercy."

"Mercy?" Ulquiorra asked. "Why?"

Ben frowned at Ulquiorra's words. "Killing's never right."

Ulquiorra scoffed. "Killing is a matter of existence," he said. "Either kill or be killed. That is fact."

Ben shook his head, looking at Ulquiorra sadly. "It doesn't have to be that way, Ulquiorra. If people learned to just work out their problems…"

"Do you honestly believe that all problems can be settled with words?" Ulquiorra countered. "You have used force on many occasions, Ben. Now you speak of peace and mercy as a hypocrite would."

"You're wrong," Nelliel said to Ulquiorra. "Sometimes one must fight to defend the ones that matter to them. But people do not need to keep anger in their hearts. Ben is right. If people learned to work out their problems, then we wouldn't need to fight at all."

"A futile hope," Ulquiorra replied.

"Enough, Ulquiorra," Harribel told him. "This will keep you out of our way for the time being. And hopefully it will give you time to realize that following Aizen is a nothing more than a path to death."

Harribel opened her hand to reveal a small object that looked like a blue cube. Quick as a flash, Harribel grabbed Ulquiorra and yanked him. With her free hand, she then held the small cube right in front of the hole in Ulquiorra's chest. A strange light began to glow from the cube as it levitated in the air and slowly drifted toward the hole. As the light began to grow, Ulquiorra took one last look at Harribel.

"You will regret sparing me,"

The light now completely covered him. Ben closed his eyes and shielded them with his arms in case the light got too bright for him to see. Once the light was cleared, Ben lowered his arms and opened his eyes. Ulquiorra was nowhere to be seen and Harribel was back in her sealed state.

"What happened?" he asked. "Where's Ulquiorra?"

"I have removed him from the field for a while," Harribel explained. "I used my Caja Negacion."

Ben raised an eyebrow. "Ca-what?" he asked.

"Caja Negacion," Nelliel explained. "It's a device used granted to the Espada to punish Fraccion."

"How does that work?"

"If a Fraccion has been disobedient," Harribel answered. "The Espada are allowed to send them to a different dimension where they will be permanently sealed."

The device reminded Ben of the Null Void Projector.

"However," Harribel continued. "More powerful beings will not be sealed for long. In time, Ulquiorra will escape. How long it will take him, I cannot be certain."

Ben looked at the ground. He had no personal grudge against Ulquiorra. Sure they weren't friends but they had never been enemies either. The only Espada he had grudges against were Nnoitra and Szayel for hurting Nelliel.

"How's your back?" He asked finally, noticing the cut Ulquiorra had given Harribel.

"A flesh wound," Harribel replied. "Nothing serious."

Unable to think about anything to ask, Ben was silent for a moment. "So now, what do we do?" He finally asked. "Do we go after Aizen?"

Harribel shook her head. "Not at this moment. First we must deal with Starrk, Baraggan, Gin, and Tosen. Only when they are out of the way should we make our move against Aizen."

Ben frowned. It was a pretty bizarre lineup. Gin creeped him out, Baraggan hated him, Tosen and him were somewhat friends, and Starrk was Starrk.

"Baraggan has no loyalty to Aizen," Harribel said. "But he will not join us."

"I don't see that happening, either," Ben agreed. He would rather go on a date with Vilgax than form an alliance with Baraggan of all people. And something told him that the feeling was mutual.

Nelliel went into thought. "I remember Baraggan," she said. "If he is anything like how he used to be, then he will want to take down Aizen by himself rather than turn to others for help. His pride was always his main flaw."

"Starrk, on the other hand," Harribel said. "If we are unable to convince him to join our side, we might be able to convince him to stay neutral."

Ben shrugged. "Better than nothing I guess," He still had doubts as to why Starrk was the 1st Espada.

"But first," Nelliel said. "It would be best for us to gather our allies. Once we are all together we can form a better plan from there."

Harribel and Ben nodded in agreement.

"Well," Ben said. "Time to get down."

He was about to activate the Ultimatrix when Nelliel suddenly scooped him up in her arms.

"Uh…Nelliel?" Ben asked, thrown off guard by this sudden action.

"You carried me up here," Nelliel explained. "It is only fair that I carry you back down."

Ben gulped. It wasn't being carried by Nelliel that bothered him. It was the fact that they were very high up. Sure he handled all kinds of heights before. But that was because he was either in alien form or because there was a crisis that distracted him from the height. Here, there was nothing to distract him and since he was in human form, he felt really nervous. He was certain that the way down would be like a super rollercoaster ride.

"I can just use Jet Ray, or Big Chill, or…" But Nelliel then jumped down the hole in the roof before Ben could continue.

At first Ben thought that they were going to plummet down to the bottom. But then he noticed that they were descending at a much slower pace than what he expected. Apparently Nelliel was using her reiatsu to slow down their descent. Realizing this, Ben felt embarrassed that he had been making a big deal over nothing. Nelliel giggled as she noticed Ben's self-annoyed look.

Soon, they reached the sandy floor of Las Noches' inner sanctum. Ben straightened himself as he planted his feet on the ground.

"Now we need to find everybody," he said. He looked around the vast, sandy area. "Wherever they are."

Harribel and Nelliel both used their Pesquisa technique at the same time.

"Apacci and Mila Rose are looking over two of the fallen intruders. They have been recently joined by Sung-Sun and another of the intruders," Harribel explained.

"That's Renji," Ben said with a sigh of relief. "I'm glad they're okay."

"Pesche and Dondochakka are with them as well," Nelliel said next. "Orihime and Uryu are with the one called Kurosaki. Kurosaki is fighting Grimmjow right now."

"Kurosaki Ichigo," Harribel said. She paused for a moment. "We need to hurry. The Exequias are on the move."

Ben raised an eyebrow. "The what?" he asked. He had never of them before

"The Exequias are the execution division," Harribel explained.

"Execution?" Ben asked, hoping that he had heard wrong.

"They deal with anyone that Aizen believed was no longer useful," Harribel continued. "But they can also be used to deal with intruders…or anyone that may try to betray Aizen."

"That would explain why they were sent," Nelliel figured.

Now Ben knew why he had never heard of the Exequias. He probably would've quit Aizen's team much earlier if he had known about them.

"How do we do this?" Ben asked, more to himself than to Harribel and Nelliel.

"It might be best if we split up," Nelliel suggested. "I will go with Ben to help Kurosaki."

Harribel looked at Nelliel. While it was good for one of them to be with Ben in case he needed help, she couldn't help but think that Nelliel's suggestion was more for her to be alone with Ben.

"Then I shall go and help my Fraccion and our new allies," She finally said. "Be careful, both of you."

"Same to you, Harribel," Ben said. "Let's go, Nelliel."

With that, the trio took off. Harribel going in one direction while Ben and Nelliel prepared to go in the other direction.

"Do you think we could get Grimmjow on our side?" Ben asked Nelliel as they ran.

"That's difficult to say," Nelliel replied. "Grimmjow is known for doing whatever he wants. Even if Aizen says otherwise."

Ben frowned as they ran. Hopefully they could at least stop Grimmjow before he did anything to Orihime's friend Kurosaki. From what he saw, she seemed to really, really like that guy.

Nelliel found herself becoming nervous. She finally had some more alone time with Ben. While she was happy to have this opportunity, many thoughts were on her mind. The biggest one was whether or not to tell Ben how she felt. She was sure that she had sent enough hints about her feelings for Ben, but Ben seemed unaware of them. What's worse, there was always a chance that Ben actually liked Harribel, Apacci, Mila Rose, or Sung-Sun instead of her. After all, Ben had known them longer and had a likely chance of developing feelings for them. Also, Ben might see her only as a sister since they had met each other while Nelliel was in her child form.

Nelliel took a deep breath. There was only one way she could find out.

"Ben?" she asked. Her voice came out rather quiet.

Ben stopped running when he heard the way Nelliel's voice sounded and turned to look at her. Concern for her filled him when he noticed that she looked worried about something.

"Nelliel?" he asked her. "What's wrong?"

Nelliel looked at Ben for a brief moment, then she looked down at the ground. This worried him.

"Did I do something wrong?" he asked.

Nelliel shook her head. "No, Ben. It was nothing that you did."

Ben was clueless. If it wasn't his fault then what was bothering her?

Nelliel let out a sigh. She was an Espada, one of the most powerful Arrancar ever. Why couldn't she find the words to say? Especially now of all times when she really needed them?

"Ben," She tried again. "There's something I want to ask you."

"Uh," Ben said, confused. "Sure. What?"

It was no or never and Nelliel knew it. Taking a deep breath…

"It's about Harribel." She managed to let out.

Ben raised an eyebrow. "Harribel? Did she do something?"

"Not exactly," Nelliel replied. "But it involves her."

Ben shook his head as he tried to comprehend this. What could Harribel have done?

But the sound of an explosion caught the two's attention. The two turned their head to where the sound came from.

"Was that Grimmjow?" Ben asked Nelliel.

"Yes," Nelliel answered. "He has entered his released form." She was half relieved for the interruption and half disappointed with herself for not being able to tell Ben her feelings. "We must hurry."

Ben frowned, seeing that something was still on Nelliel's mind. "We'll talk about this later, okay?"

Nelliel nodded. "Of course," she said, hoping that later she would get the chance to tell Ben how she felt about him.

The two of them continued onward. Deciding to get to their location faster, Ben used his Ultimatrix to turn into XLR8. He took off after Nelliel, who had taken the lead. The two found themselves at a section of Las Noches that was in total wreck. The ruins of many buildings were scattered all over the place. It was obvious that a battle had taken place here.

Here the sound of metal clanging against metal, XLR8 looked up. Sure enough, there Grimmjow was. He seemed to be locked in combat with some guy in black clothing, who was using a thin, black katana. This had to be the Kurosaki Ichigo guy that he kept hearing. However, Ben couldn't see his face due to Ichigo having his back to them. He then looked at Grimmjow, and saw how Grimmjow looked in his released form.

His body was covered in what appeared to be a form fitting armor. Blades prodded from his calves and elbows. His hands and feet became black clawed paws, similar to that of a cat. Even his ears became cat-like while his hair was now long and flowing. His jaw mask remain was gone and replaced by a head-gear like piece. All in all, Grimmjow now had a very predatory appearance. And to Ben, it suited Grimmjow very well. Then he noticed something else. Grimmjow's arm was back! How did he do that? Could he regrow it with his Resurreccion?

"Nelliel-san!" a familiar voice cried.

XLR8 and Nelliel turned their heads to see Orihime and Uryu running towards them. At first the two looked at XLR8 in confusion, but then they saw the green symbol on his chest.

"Tennyson-kun?" Orihime asked XLR8.

Grinning behind his visor, XLR8 touched the Ultimatrix dial and turned back to normal. Orihime let out a sigh of relief.

"Where's Ulquiorra?" she asked, her face becoming one of nervousness. Ben noticed this. Was she afraid of Ulquiorra or something?

"He's out of the way for the moment," Ben told her. He looked back up at Grimmjow and Ichigo. "So that's Kurosaki, huh?"

Uryu nodded. "Kurosaki Ichigo," he said.

"I don't get it, though," Ben said. "How did Grimmjow get his arm back? Luppi said it got reduced to ashes."

Orihime looked at the ground in sadness. "I healed it." She said quietly.

Ben looked at her. "You healed it? How?"

"Well," Orihime said. "Aizen said that I have the power to reject fate. That I can return things to a previous state. He had me use my powers on Grimmjow."

Ben stared at her. "Really?" he asked. Orihime nodded as she looked down at the ground.

"That is so cool!"

Orihime's head snapped back up when Ben said that.

"I had no idea you could that!" Ben said, utterly impressed. "That's awesome!"

Orihime blushed a little bit at Ben's compliment. No one had ever praised her powers like that before.

"I'm afraid we have more important matters at the moment," Uryu interjected. "Namely Kurosaki's battle. We wanted to help him, but he told us to stay out of the way."

"What?" Ben asked. "Why?"

"He believes that he needs to fight Grimmjow alone," Uryu explained. "He's the type of guy who thinks that he needs to shoulder everyone else's problems and face them by himself."

Meanwhile, Ichigo and Grimmjow were battling each other with their Zanpakuto. So far, the two were evenly matched with each other. As they fought, Grimmjow noticed Ben and Nelliel standing next to Uryu and Orihime.

"So," Grimmjow called. "You finally showed up, Ben!"

Ichigo's attention was immediately drawn to where Grimmjow was shouting at. Standing next to Orihime and Uryu was a brown haired guy around the same age as him wearing a green jacket with number 10 on it. So, this was the Ben guy he kept hearing about? Ichigo raised an eyebrow. What was so special about him? And who was the green haired woman next to him? She looked like an Arrancar due to the skull on her head. Was she that Nel person that those two weird Arrancar were talking about?

Everyone immediately looked up at Ichigo and Grimmjow, who were staring at them. Now, Ben could get a good look at Ichigo's face. But he noticed that Ichigo was wearing some kind of weird mask. It looked like a monstrous skull with red and black markings on it. Why was he wearing that?

"Heard you disappeared a while back, Ben," Grimmjow shouted to him. "Harribel was worried about you."

Ben's attention was drawn to Grimmjow. "Grimmjow!" He called back. "Stop what you're doing!"

"Stay out of this, Ben," Grimmjow told him. "This is between me and Ichigo here."

Ben looked at Grimmjow in confusion. Between him and Ichigo? What was he talking about?

"That's right, you wouldn't know," Grimmjow said with a smirk. "Aizen never told you. Ichigo and I have a score to settle."

"That's what he told us," Uryu explained to Ben. "Apparently Grimmjow wants to fight Ichigo to prove he's better."

Well that threw Ben off. All Grimmjow wanted to do was settle a personal score? What about helping Aizen make that key thing?

"Grimmjow," Nelliel called to him. "This battle between the two of you is pointless. Please stop this."

Grimmjow looked over at Nelliel. At first he looked at her as if he was curious. He seemed like he was trying to remember if he had seen her before or not.

"Who are you?"

"Nelliel Tu Odelschwanck," Nelliel answered. "Former third Espada."

Ichigo's eyes widened as he looked at Nelliel again. This woman used to be the third Espada?

Grimmjow's face then turned to one of amusement as he turned his attention to Ben. "Gotta hand it to ya, Ben. You sure know how to make a harem."

Ben blinked at this statement. "Harem?" he asked. "What are you talking about?"

Grimmjow started laughing. "You haven't figured it out? Harribel wants you, Ben! And I'll bet her Fraccion want you too!"

Ichigo, Uryu, and Orihime stared in utter shock. Ichigo remembered Harribel when she had interfered when he tried to battle Ulquiorra. She was in love with this Ben guy? Wow. He had not seen that one coming.

Ben felt frozen to the spot. Sure his teammates had flirted with him, but he never thought that…that they would actually…

Grimmjow laughed at the look on Ben's face. "Why else would Harribel betray Aizen? She's doing this for you, Ben! All for you!"

"It's pretty romantic." Orihime admitted in a quiet voice. "A woman branding herself a traitor to be with the man she loves."

Right now Ben felt that his brain had just been shoved into a blender and mixed with rocks. Sure he figured that Harribel cared about him. But loved him? How, when, where, and why did that happen?

Nelliel looked at Ben. The look of utter amazement clearly meant that he had no idea that Harribel or her Fraccion had feelings for him. It was more than likely that he had no idea about her feelings either. Despite the fact that she had given many rather obvious hints.

But Grimmjow noticed the saddened look on Nelliel's face. He burst out laughing. "Don't tell me you've got feelings for him too!"

Ben's eyes went wide as he slowly turned his head to look at Nelliel. Nelliel on the other hand had suddenly found an interest at looking at the ground.

"Nelliel?" he asked, not knowing what to expect her to say.

Slowly and reluctantly, Nelliel brought her head up to look at Ben. This was not how she wanted her moment with Ben to be.

"Do," Ben started to say. "Do you…"

"Yes," Nelliel said softly. "I love you, Ben."

Uryu and Orihime both blushed as they heard this. Albeit this wasn't the right time for a love confession.

Ben's mouth hung open. He felt as if somebody had just clubbed him on the head. All five girls liked him this whole time? No, they loved him? How could he not have noticed? He thought back to all the times Apache, Mila-Rose, and Sun-Sun flirted with him. He had never taken it seriously, but apparently his teammates were very serious. As for Harribel, she had often shown a softer side around him. But he had never thought that she actually had feelings for him. As for Nelliel:

Ben's Nel's! You can't have him!

Nel loves Ben.

I can't bear to lose you, Ben.

Ben. There's something I have to tell you.

I'll do anything for Ben.

Ben mentally hit himself over and over again. Nelliel had said all of those things either to him or about him. It was so obvious now.

"Now," Grimmjow said, ignoring Ben's stupefied look and looking at Ichigo. "Let's get this over with."

"Grimmjow," Nelliel said to him. "The need to prove who's stronger is pointless."

"Shut up!" Grimmjow yelled at her. "I don't need a lecture from you!"

Grimmjow shouting at Nelliel snapped Ben out of his shock. He glared up at Grimmjow.

"She's right!" Ben yelled at him. "It's stupid for you to make such a big deal about who's better."

Grimmjow was about to retort but was interrupted by Ichigo.

"Grimmjow!" Ichigo said to him. "I'll fight you. Just leave the others alone."

Grimmjow flashed a wicked grin. "About time!"

Ben opened his mouth but Uryu put a hand in front of him.

"Let him go," Uryu said to Ben. "Kurosaki's too stubborn to listen otherwise."

That didn't boost Ben with much confidence. He was about to say something again, but this time it was Nelliel who stopped him.

"I will stop Grimmjow if their fight starts to get out of hand," she reassured him. "For now, it seems we have no choice but to let them fight."

Ben groaned. Nonetheless he nodded as he looked at the two combatants facing each other. On the upside, it did give Ben plenty of time to think about the situation he had gotten himself into.

Grimmjow raised his blade. "Now that that's taken care of," he said. "Let's go!"

Grimmjow lunged forward to claw at Ichigo but Ichigo blocked him with his sword. He then pushed Grimmjow away from him and raised his sword.

"Getsuga Tenshō!" He yelled.

Ben watched in amazement as a strange black energy formed around Ichigo's sword. Ichigo then swung his sword and sent the blackness right at Grimmjow. It reminded Ben a little of Ulquiorra's Cero Oscuras. As soon as the attack hit Grimmjow, Ben thought the 6th Espada was gonna be in some serious pain. But once the darkness cleared, Ben could see that Grimmjow didn't even have as much as a scratch.

Sneering, Grimmjow adjusted his body and pointed his elbow at Ichigo. Suddenly darts fired from his elbow and shot straight towards Ichigo. Ichigo didn't have any time to react as five of the darts slammed into his body. Ben winced as he saw each dart strike Ichigo.

"We should help him," He suggested. "If we work together we can beat Grimmjow. I mean, Nelliel was once the third Espada. And I beat Nnoitra, who was the fifth Espada. Grimmjow's only the 6th. He doesn't stand a chance against all of us."

Uryu nodded. "We would. But Kurosaki's stubborn. He prefers to fight opponents like Grimmjow in one on one combat. He sees it as fair."

Ben frowned. "I get it, but now's not the time. Aizen's got to have noticed by now so we need to get everyone together."

"Where are the others?" Orihime asked.

"They're looking after your friends," Nelliel told Orihime.

"Ben," Uryu told him. "You and Nelliel can get Renji and the others and bring them here. Inoue and I will stay behind in case Kurosaki does need help."

"You sure?" Ben asked.

Uryu grinned and nodded. "Now go." He said.

Ben and Nelliel looked at each other and immediately felt themselves becoming nervous. The tension was so thick that you could cut it with a knife. The two just didn't know what to say. Nelliel feared rejection while Ben was trying to come up with any topic to talk about. He never expected his teammates to fall in love with him. And what was worse was the chance that they'd want him to choose one of them to be with him. This was all happening way to fast. Once again, Ben was mad with himself for noticing at all. He wanted to say something, anything. But he just couldn't find the right words to say.

I'd better wait until they're all together. Ben said to himself. That way we can get this whole thing sorted out.

But Ben had a feeling that things were not going to go as smooth as he was hoping they would.

But as Ben was about to ask Nelliel which direction they should go, Nelliel's head shot up and her eyes widened.

"Nelliel, what's wrong?" he asked.

He noticed that Nelliel eyes were narrowed and her body was tensed. "I showed have known," she said, almost to herself.

"What?" Ben asked. "What's wrong?"

"Everyone!" Nelliel cried. "Get down!"

Before anyone could say anything, Nelliel lunged at the three and pushed them to the ground. No sooner had they hit the ground did a yellow light shoot over them.

Ichigo stopped fighting Grimmjow to look down and see what was going on. Annoyed, Grimmjow slammed his knee into his opponent's stomach. Ichigo doubled over in pain.

"Forget your friends," Grimmjow told him. "I want you to focus on killing me. And come at me with everything you've got."

Ichigo glared at Grimmjow. But he knew that Grimmjow wouldn't allow him to check on his friends without getting in the way. He would just have to hope that his friends could handle whatever was going on down there. With that, he charged forward at Grimmjow.

After the yellow light had past, Nelliel got up to her feet and drew her sword. Ben quickly got up to. He knew that attack was a Cero blast. The question was: who fired it? But Ben froze. The answer was standing right in front of him.

"Hello, Ben," Szayel greeted dramatically while running a hand through his air.

"Oh no," Ben groaned. He bent forward in what appeared to be exhaustion.

Nnoitra, who had fired the Cero, laughed wickedly. "What's wrong, Ben? Aren't you glad to see us?"

Beside him, Tesla merely looked over at Ben and his friends with his unemotional expression.

Ben gritted his teeth. "Not you guys again."

Nnoitra ignored Ben and noticed Orihime, who was right behind Ben and the others. He smiled.

"Sneaking out of your room?" He asked Orihime. "That's very naughty, Pet-sama."

Ben looked behind to see Orihime with a rather fearful look on her face. He immediately stood in between her and Nnoitra.

Uryu's eyes narrowed. How could Szayel have fully recovered from his wounds so easily? And who was the other guy? Was he that Nnoitra guy that Ben kept talking about?

"Let me guess, Quincy," Szayel said to Uryu. "You're probably wondering how I've already recovered from you and Ben's little attack? It was rather easy." Here, Szayel shot a sneer at Ben. "You should've killed me while you had the chance, Ben."

Ben brought the hand to the Ultimatrix. Szayel frowned when he saw this.

"Now that's just rude, Ben," he said to Ben the way a teacher would take to a misbehaving student. "Going into battle mode before I have the chance to explain my wondrous recovery.

Nnoitra rolled his eye. "Enough talking, Szayel."

Szayel turned his frown over to Nnoitra. "Need I remind you that it was me who nursed you back to health while you were out there in the desert? Seems to me that Ben gave you quite the beating."

Nnoitra snarled at Szayel. "Shut up! Don't think that just because you healed me means that I'm in debt to you! I'm only doing this to get back at Ben!"

Ben grinned despite himself. "Want to get your butt kicked a fourth time, Nnoitra?" he asked.

Nnoitra snarled at Ben. "Shut up!" He roared at Ben. "I'm gonna make you pay!"

Nelliel stood in between Ben and Nnoitra. "I will never let you hurt, Ben." She said as she raised her sword.

Nnoitra grinned. "You want to die too, Nelliel?" he asked. "Fine with me." Then he noticed something. The crack in Nelliel's mask was gone. "How…how did you fix your mask?"

"As I was saying before I was rudely interrupted," Szayel interjected. "You see, Ben. I personally modified my Fraccion. I am able to bring myself back to full health simply by devouring them."

Ben and his friends all looked at Szayel in horror. "You ate your Fraccion?" Ben asked in outrage.

"Yes," Szayel answered without a single hint of remorse. "After you and your friends left me alone, I merely devoured one of my Fraccion. Deciding to have my revenge against you, I found Nnoitra and Tesla suffering in the desert. I nursed them back to full health, and now we're here to make you suffer for the pain and humiliation you have put us through."

Ben glared at Szayel. "You're disgusting."

Szayel smiled. "I prefer to think of myself as brilliant."

Uryu created a bow of energy that resembled a spider web. He then created an arrow of energy to go with it, ready to fire at either Espada that would make the first move.

Szayel and Nnoitra both laughed when they saw Uryu making a stand against them.

"Do you think you can intimidate us, Quincy?" Szayel asked.

"Maybe this might," Ben countered. He activated the Ultimatrix, switched the dial to Swampfire, and slammed the dial down.

Ichigo was aware of a green light behind him and turned around. His eyes widened when he saw Swampfire standing there.

"Swampfire!" he yelled.

"What the?" Ichigo said. This was one of the things that Ben could turn into?

"Wow!" Orihime exclaimed when she saw Ben transform. Then she covered her nose when she realized that a rather disgusting smell was coming from Swampfire.

Nnoitra's grin widened. "Swampfire?" he asked. "Remember what happened the last time you used that? He was useless against me."

"Maybe," Swampfire replied. "So how about this? Time to go Ultimate!"

Szayel, Tesla, and Nnoitra's eyes widened. Meanwhile Orihime, Nelliel, and Uryu gave Swampfire confused looks.

Swampfire slammed the Ultimatrix dial. His body suddenly became more wood-like in appearance, making him look more like some kind of tree. Three huge blue shells of some sort stuck out of his back, making his upper torso, except for his arms, to appear a bit roundish.

"Ultimate Swampfire!" he roared.

Uryu, Orihime, Nelliel, and Ichigo's eyes widened. None of them had ever seen Ben use an Ultimate form before. Nnoitra, Tesla, and Szayel on the other hand prepared for battle. They hadn't counted on Swampfire being among Ben's forms that could go Ultimate.

Ultimate Swampfire grinned at Nnoitra, Tesla, and Szayel while cracking his knuckles. "You guys ready for a beating?" he asked.

Nnoitra snarled at Ben. "I won't lose to you!" He yelled. "Pray, Santa Teresa!"

Szayel pulled out his blade and shove it into his mouth. "Sip, Fornicarás!"

Tesla raised his blade. "Crush, Verruga!"

Everyone braced themselves as the two Espada and the one Fraccion unleashed their Resurreccion. Grimmjow laughed as he and Ichigo continued fighting.

"Looks like your friends are gonna be a little busy," he told Ichigo. "Now I've got your full attention."

Ichigo growled as he swung his blade at Grimmjow. He had to defeat Grimmjow and help his friends. Hopefully that Nelliel woman could protect them. And that Ben guy had been offered the rank of Espada apparently. Hopefully that meant they were stronger than their opponents.

"I'll defeat you, Grimmjow!" He yelled to his opponent. "I'll defeat you and get everyone home!"

Grimmjow laughed wildly as he and Ichigo charged at each other once again.


Meanwhile Harribel had arrived at the infirmary. She saw her Fraccion among their allies. When Renji saw her, he immediately raised his Zanpakuto.

"Harribel-sama," Apacci, Mila Rose, and Sung-Sun all said at the same time.

So this is the third Espada. Renji said to himself. After all that power I sensed earlier, I'm glad she's on our side.

"It's okay, Renji," Sung-Sun told him. "You may put your Zanpakuto down."

Harribel looked at Renji. "Rest assured, Shinigami. I am here to help bring Aizen down."

"I'm here to rescue my friend," Renji told her. "Aizen can wait."

"Very well," Harribel replied. "Once all of you are together, I will help you escape this place. Do I have your guarantee that my Fraccion and I will not be harmed?"

"I'll do my best," Renji told her. It was all he could say for now.

"And Ben?" Harribel asked. "I will not allow Soul Society to use him as some kind of tool for you Shinigami to abuse as you desire."

Renji frowned. "We would never do that."

"I doubt that," Apacci muttered. Mila Rose and Sung-Sun nodded at that.

"If you guys hate us so much," Renji said. "Why are you helping us?"

"If you think we doing this for the Shinigami, then you are mistaken," Harribel answered. "We are doing this for Ben."

Renji stared. Ben? They were doing all this just for him? Then again, Renji had once betrayed all of Soul Society to save Rukia. Still, he never thought he'd see an Arrancar do that.

"Harribel-sama," Mila Rose said suddenly. "Did you kill Ulquiorra?"

Harribel shook her head. "No," she replied. "I used the Caja Negacion on him. We won't have to worry about him for a while."

"Why did you spare him?" Apacci asked.

"Ben wanted me to," Harribel replied.

"Ben what?" Mila Rose and Apacci asked. "Why would he do that?"

"Because Ben values life," Harribel told them. "And we will respect Ben's wishes."

The girls immediately stopped any protests or comments that they wanted to say.

"How are your friends?" Harribel asked Renji.

"They're doing better," Renji answered. "But they still need a while to recover. If we had Inoue here, this could get done faster."

"Where's Ben and Nelliel-sama?" Dondochakka asked. Pesche nodded frantically.

Harribel figured that those two must have been Nelliel's Fraccion while she was an Espada. "They are with the intruder known as Kurosaki Ichigo, Inoue Orihime, and another called Uryu. Kurosaki is currently battling Grimmjow."

Apacci grinned. "Grimmjow's going down," she said. "If Ben can beat Nnoitra, then he can clobber Grimmjow for sure."

At that moment, everyone felt two high leveled reiatsu increase. Not at high as Harribel and Ulquiorra's had been. But it was pretty high.

Mila Rose's eyes widened. "This is reiatsu. It's…

"Nnoitra, Tesla, and Szayel's!" Apacci cried. "They're ganging up on Ben! Those jerks! I'm gonna…"

"Wait," Renji told her. "Let's bring Chad and Rukia with us. Inoue's with Ben, right? We can lend Ben a hand while Inoue heals these two."

"What about Gantenbainne?" Mila Rose asked.

"He will be fine here," Harribel replied. "For now, we must get to Ben and the others."

"The sooner we get Chad and Rukia healed," Renji said. "The sooner we can get out of here."

Harribel picked up Chad effortlessly while Renji picked up Rukia. Leaving Gantenbainne behind, the unusual team headed out.

"Do you think Ben will be okay?" Renji asked as they continued on.

"Ha!" Apacci laughed. "If you're asking that, Shinigami, then you have no idea what Ben's capable of."

"And with Nelliel-sama there," Pesche said. "He'll be unstoppable!"

"She is Harribel's predecessor, don't cha know?" Dondochakka asked.


Ultimate Swampfire and his allies braced themselves as the two Espada and one Fraccion revealed their released forms. Ultimate Swampfire saw that Tesla was now a humanoid boar that was as big as Humungousaur. Thankfully he was not as tall as Humungousaur's full size. It reminded him of that Greek mythology creature the Minotaur.

"Three on three," Szayel said with sickening smile once he entered his released state once again. "This should be amusing."

Uryu studied the situation. He noticed how Nnoitra had gained extra limbs and weapons. Obviously Szayel was not counting Orihime. Without her it was truly three on three. On the one side, there was him, Nelliel, and Ben's form Ultimate Swampfire. On the other side was Nnoitra, Szayel, and the third Arrancar. Judging from the weaker reiatsu, Uryu guessed that he was a Fraccion. And since he hadn't seen him among Szayel's Fraccion, he had to be Nnoitra's. Nelliel was a former Espada and Ben looked like he was more than capable of holding his own. But Szayel had bragged that he had memorized Uryu's reiatsu.

"Inoue," Uryu said to Orihime. She looked up at hearing her name.

"Yes, Ishida-kun?" she asked him.

"Please find someplace safe and stay there," he told her. "It might be best if you create your Santen Kesshun as well. I have a feeling that this battle is going to be intense."

Orihime looked worriedly at Uryu, Nelliel, and Ultimate Swampfire.

"Don't worry, Orihime," Ultimate Swampfire told her while giving her the thumbs up. "We can handle these guys."

Orihime nodded. She ran over to some of the nearby ruins and brought her hand to her hairpins. Three lights came out of her hairpins and created a shield in front of her.

"Wow," Ultimate Swampfire said. "I didn't know she could do that."

"Ben! Nelliel!" He yelled to them. "You guys take on the Espada. You stand a better chance than I do!"

Ultimate Swampfire nodded. "You got it, Uryu!"

Nelliel nodded also. "I shall deal with Nnoitra. Is that okay with you, Ben?"

Ultimate Swampfire smiled at her. "Fine with me." He said. "They're going down anyway."

Nnoitra laughed. "Just try it!" he yelled.

Nelliel looked at Nnoitra. "If you are not going to hold back, Nnoitra," she said to him. "Then I shall honor you with my full power."

Nelliel raised her Zanpakuto and held it out horizontally. "Declare," she said. A hazy smoke began to emanate from her weapon as it suddenly began to glow. Her three opponents' eyes widened. "Gamuza!"

The glow from her sword began to intensify until it suddenly became a massive explosion of energy. Sand began scattering all over the place while the others had to cover their eyes to prevent sand from getting in. The whole place seemed to tremble.

"Nelliel's full power has been restored?" Nnoitra cried. "How?"

"Ben!" Szayel snarled. "He must have something to do with it."

"Impossible!" Nnoitra countered. "There is no form in his device that could do that."

"How do you know that?" Szayel shot back.

Soon all the sand settled. Once he could see again, Ultimate Swampfire got a look at the new Nelliel. Nelliel had taken the form of a brownish-green ibex-like centaur. A black tail with a white ring attached to her tail that swished back and forth. Her hollow masks horns had become longer and more curved. The remains extended slightly, framing the sides of her face, particularly the cheeks. Her shoulders were covered by armored white spaulders that come across the shoulder blade to the neck. White armored elbow guards and white armored gauntlets covered her arms. The parts of the arm that weren't covered by armor were covered with a black material as well as her hands. In her right hand was a large double-sided lance. Overall, she looked like a centaur knight.

"Wow," Ultimate Swampfire commented. "I had no idea you could turn into that, Nelliel. That's pretty cool."

Nelliel smiled at him. She felt relieved that he wasn't disappointed in her released form. Afterwards, she turned to face Nnoitra.

"Shall we, Nnoitra?" She asked him.

Nnoitra snarled at Nelliel. With a shriek of rage, he charged at her. Raising her lance, Nelliel charged forward at him. The way she was running at Nnoitra made Ultimate Swampfire think of medieval jousting. Nnoitra raised all his blades at once and swung them in a straight arc. Nelliel raised her lance horizontally and managed to block all the blades at once. Nnoitra struggled to gain leverage over Nelliel, but she wasn't budging.

"Your rank as the third Espada means nothing now!" Nnoitra roared as he tried to overpower her. "I'm stronger than you could ever be!"

Instead of making a verbal retort, Nelliel decided that actions spoke louder than words. She pushed upward with her lance, causing Nnoitra's arms, and weapons included, to be lifted up. Before Nnoitra had time to react, Nelliel pointed her lance at Nnoitra and jabbed it forward. Nnoitra grunted in pain as he felt the tip of the lance stab into him, with Nelliel pushing him back.

"Go for it, Nelliel!" Ultimate Swampfire cheered.

"Ben!" Uryu suddenly shouted. "Look out!"

Ultimate Swampfire turned and saw Tesla charging right at him. Grinning, Ultimate Swampfire took a fighting stance. He raised his hand to attack, but Uryu fired an arrow at Tesla. The arrow skimmed him across the torso. Angrily, Tesla brought his attention over to Uryu.

"You attack me as well, Quincy?" Tesla asked. "Szayel-sama has told me about you."

"I'll deal with him, Ben," Uryu told Ultimate Swampfire. "I need you to deal with Szayel."

Szayel smiled at Uryu. "What's wrong, Quincy? You were quite sure of yourself back in our first fight."

Ultimate Swampfire stepped in between the two. "He doesn't need to waste his time on a smart aleck like you, Szayel. I'll wrap this up in two minutes."

Szayel laughed. "Two minutes, you say? You think that you can defeat me so easily? You've barely begun to see Fornicaras' true power!"

"Just try it," Ultimate Swampfire challenged.

Szayel's smile widened. "With pleasure," he said.

Szayel's tentacles shot forward. Ultimate Swampfire thought they were going for him, only to see them head in a different direction. Confused at first, Ultimate Swampfire saw that who they were heading for. It was heading straight for Uryu, who had managed to blast an energy arrow through Tesla's torso. But Tesla's released form seemed to be made of some strong stuff.

"Uryu!" Ultimate Swampfire yelled. "Look out!

Uryu had just enough time to turn around before he was completely engulfed by Szayel's tentacles.

"Ishida-kun!" Orihime cried from her safe place.

Ichigo tried to see what was going on, but Grimmjow's attacks kept coming. He hoped Uryu was okay.

"Szayel!" Ultimate Swampfire roared as he raised his hands. Blue fire erupted through the holes in his hands and went straight at Szayel's shocked face. This blue fire was many times bigger than Swampfire's flames. The blast was as big as a Cero!

The Eight Espada screamed in pain as the flames scorched his body. He tried to keep Uryu wrapped up in his tentacles but seemed to be unable to keep him imprisoned any longer. Ultimate Swampfire stopped his attack just as Szayel released Uryu.

"Thank you, Ben," Uryu said weakly. He tried getting to his feet but fell on his knees.

"Uryu," Ultimate Swampfire said he rushed over to his new friend. "Are you alright?"

"I'm not sure," Uryu admitted. "I think that attack was meant to drain my energy. I'm feeling a little weak."

Hearing a roar behind them, Ultimate Swampfire and Uryu turned to see Tesla charging right at them. Not in a happy mood, Ultimate Swampfire raised his right hand and unleashed a blast of fire right at him. The blast was powerful enough to knock Tesla off his feet and get sent flying backwards into Nnoitra. Both crashed into the ground in a heap. Nelliel blinked in surprise. She hadn't expected that to happen.

"Get off of me!" Nnoitra roared, picking Tesla up with two of his hands and throwing Tesla to the side. Quickly he got back up and charged at Nelliel. But now that Nelliel was in her released form, she was owning the battle. Just as Nnoitra charged at her, Nelliel used Sonido to appear behind him and strike the fifth Espada in the back before he knew what hit him. Tesla got back to his feet, but Uryu managed to fire an arrow into the Fraccion's left leg. Telse fell on his knee as he clutched his now bleeding leg.

"This isn't a fight," Ultimate Swampfire said smugly as he watched the battle. "This is a beat-down."

"A beat-down you say?" Szayel's voice asked. "I'm afraid your conclusion is a little…exaggerated, Ben."

Ultimate Swampfire, Uryu, and Nelliel all turned to look at Szayel. The eight Espada was getting to his feet, but his body was darkened from the many burns that Ultimate Swampfire had given him.

"It seems you haven't realized that there was more to my attack," Szayel said with that creepy smile of his. "Behold."

Szayel adjusted his top right tentacle so that his hand would be underneath one of the hanging strands. The strand that his hand was under suddenly enlarged for a moment and then burst with a stream of purple liquid. The three could make out some kind of object fall out into Szayel's hand, but it was covered in so much liquid that they couldn't quite make it out.

"Do you see this?" Szayel asked. He raised the object in his hand for all three to see.

It appeared to be some kind of doll that looked just like Uryu.

"A doll?" Uryu asked.

"Yes," Szayel replied. "Watch this." He flicked the doll's forehead.

Uryu suddenly staggered backwards while clutching his head. Ultimate Swampfire saw a thin line of blood dripping from his forehead.

"What did you do?" an angry Ultimate Swampfire asked. He created two fiercely glowing fireballs in his hands.

"I don't think that would be wise, Ben," Szayel told him while wagging a finger at him. "I hold your friend's life in my hand."

"What is that supposed to mea…"

"Of course," Nelliel said as she fought Nnoitra. "Ben, be careful!" She cried. "That's one of Szayel's most dangerous abilities! Any harm done to that doll will affect Ishida!"

"You should be focusing on me, Nelliel!" Nnoitra yelled as he swung some of his scythes. But if he thought Nelliel would have trouble dodging due to lower body become horse-like, he was sadly mistaken. Nelliel used Sonido to disappear just as Nnoitra brought his scythes down. They cut through empty air and slammed into the ground. Before the eight Espada could lift his weapons back up again, Nelliel appeared above him and slammed all of her hooves down on him.

Meanwhile, Ultimate Swampfire turned to face Szayel.

"So," he said. "You've got some kind of voodoo doll ability?"

"Voodoo?" Szayel asked before chuckling. "If you want to see it that way, then yes. It is a voodoo doll."

Ultimate Swampfire snarled at Szayel. He wanted nothing more than to blast this guy. But he feared that his flames would burn the doll and in turn burn Uryu. He had to get that doll away from Szayel and fast. Ultimate Swampfire wouldn't be fast enough, so he'd have to change to a different form.

"Oh and Ben," Szayel said. "I recommend that you do not attempt to change to a different form. Allow me to demonstrate."

Before Ultimate Swampfire could do anything, Szayel grabbed the doll and yanked off the upper half. Horrified, Ultimate Swampfire quickly looked over at Uryu. But much to his surprise, nothing seemed to happen to Uryu.

"Relax," Szayel told him. "It's supposed to open up. A genius like myself has more creative means than an instant death. I like to take my time."

Szayel reached into the doll and appeared to pull out some kind of strange green looking rock. Smiling evilly, Szayel smashed it.

Uryu suddenly yelled in pain as blood started to shoot out of his mouth. He brought his hand to side while in obvious agony.

"Uryu!" Ultimate Swampfire yelled.

"Ishida-kun!" Orihime cried again.

"You see, Ben," Szayel told him. "My dolls allow me to access the organs and tendons of my victims. "

Ultimate Swampfire's eyes widened. Szayel reached into the Uryu doll and pulled out several rocks that were meant to resemble Uryu's organs.

"Normally I use this ability on the person I am fighting," Szayel continued. "But I know better than to do that while you are in your Swampfire form. So I'll do it to your friend instead."

Ultimate Swampfire was about to retort when he was suddenly grabbed from behind. Tesla picked him up and slammed him into the ground. Once he did so, he began pounding Ultimate Swampfire.

"Tesla, you retard!" Nnoitra yelled at him. "Get away from there!"

But Tesla didn't listen. Nnoitra had been furious at him for losing to Charlotte. Tesla had to prove to Nnoitra that he was capable of dealing with the human that had caused his master so much pain.

But Ultimate Swampfire had other plans. "Get off of me!" he yelled. He reached into the one of the blue shells in his back and scooped some of the substance. "Take this!"

The next thing Tesla knew was an explosion right in his face. He was blasted backwards and landed on his back. He tried to get up but was blasted by a roaring, blue inferno. Tesla roared in pain as he felt his body being baked.

"Stay down!" Ultimate Swampfire told Tesla.

Tesla got back to his feet. "Never," he said.

Ultimate Swampfire sighed. "Will you just give up? I have to deal with Szayel right now."

"I suggest that you do not attack me, Ben," Szayel told Ultimate Swampfire. "You may try, but there is a high chance that I will crush these organs in my hand before you can reach me. It seems that I am holding all the cards, Ben. In a manner of speaking, at least."

Ultimate Swampfire could see that he was in a tight spot. If he tried to do something, Szayel would start squashing Uryu's organs. But if he didn't do something, Szayel might torture Uryu.

"Ben," Uryu told him weakly. "I'll be okay. Just get Szayel."

Ultimate Swampfire looked at his new friend. He couldn't just…

"Aaah!" Szayel yelled in pain, causing Ultimate Swampfire and Uryu to turn around. Szayel was lying on the ground, clutching his now bleeding shoulder. Nelliel was standing over him, holding the Uryu voodoo doll and the organ pieces that Szayel had taken out.

"Using such cowardly tactics," Nelliel commented. "You have not changed, Szayel."

It was at that moment that Nnoitra tried to attack Nelliel while her back was turned.

"Oh no you don't!" Ultimate Swampfire cried out. He unleashed a wave of fire that slammed Nnoitra into the ground. Nnoitra snarled as he tried to prevent himself from howling in pain from the flames.

"Seems I can burn you now," Ultimate Swampfire told him.

"That doesn't mean anything!" Nnoitra yelled as he went straight for Ultimate Swampfire.

"No," Nelliel said. She used Sonido to appear at Nnoitra's side and slammed her lance into him. Not only did the lance manage to pierce Nnoitra's Hierro, but the force of the blow knocked him sideways. Ultimate Swampfire was about to jump in when he saw Szayel starting to rise to his feet.

"Don't you guys ever get tired?" Ultimate Swampfire moaned. He charged right at the Arrancar scientist.

Szayel tried to get up only to receive a nasty uppercut from Ultimate Swampfire. He flew backwards by several feet before crashing into the ground.

Uryu groaned. Szayel had gotten him good with that voodoo doll attack. He saw Orihime running right at him.

"Hang on, Ishida-kun!" Orihime said as she created an orange dome around him.

"Thank you, Inoue," Uryu replied weakly as Orihime started using her powers to heal her friend. Then to himself. "Sorry I couldn't help you, Ben."

Angrily, Szayel unleashed the black liquid that made copies of people. But Ultimate Swampfire unleashed an explosion of flames up in the air. He made the flames so hot that they evaporated the liquid. Grinning, Ultimate Swampfire looked over at Szayel. Judging from the look on Szayel's face, the eight Espada realized that he was completely helpless.

"Hey, Nelliel," Ultimate Swampfire called. "Ready to wrap this up?"

"Yes, Ben," Nelliel replied with a smile on her lips. "I believe I am."

Nelliel aimed her lance at Nnoitra. "Lanzador Verde!" She threw her lance at him. As it shot towards him, it began to spin wildly. Nnoitra brought up all his blades to block the attack. Once the lance collided with the scythes, it began to spin even faster. It made Ultimate Swampfire think of a drill.

Nnoitra was obviously struggling to push back the lance. No! He yelled in his head. No, she is not stronger than me! I'm beyond her! After all these years she cannot be stronger than me. NO!

But Nnoitra's thoughts were shattered as Nelliel's lance pierced right through Nnoitra's blades and slammed into his body. He grit his teeth as he felt the lance drill against his Hierro. Nelliel's full power was fully restored. And she was still able to overpower him!

As for Szayel, Ultimate Swampfire grabbed a bunch of glob from the blue shells on his back.

"Know what this is, Szayel?" he asked the deranged scientist.

Szayel got ready to guard himself but did not say anything.

"It's Kerosene," Ultimate Swampfire explained. "And it makes great bombs."

Szayel's eyes widened as Ultimate Swampfire threw the Kerosene right at him, then shot at the Kerosene with his blue fire.

"Aaaaaaaaaaaaaaaaaaaaaah!" Szayel screamed as his body was engulfed by flames yet again. He collapsed on the ground again.

"Don't worry," Ultimate Swampfire said. "I won't kill you. I'm not like you, Szayel. You can be sure of that."

Nnoitra was blasted backwards as the lance actually drilled through his Hierro and into his skin. After it was done spinning, it fell to the ground, where Nelliel picked it up.

"It seems that even after all these years, Nnoitra," Nelliel said as she looked down at him. "You are still weak."

Nnoitra was nothing more than a storm of emotion. He wanted nothing more than to rip Nelliel to shreds.

"Do not despair, Nnoitra," Nelliel said to him softly. "I won't kill you."

Nnoitra's boiling point was reached. "Don't pity me!"

He got up to attack her when a branch like fist slammed into his stomach. Nnoitra went sprawling across the ground. He got up to see Ultimate Swampfire coming at him.

"Give up, Nnoitra," he said to his fallen enemy.

"No!" Nnoitra said as he started getting back on his feet. "This fights not over."

"Nnoitra…" Ultimate Swampfire started to say.

"No!" Nnoitra opened his mouth and stuck out his tongue. A yellow Cero shot straight at Ultimate Swampfire.

But at that moment, Nelliel used Sonido to appear between Ultimate Swampfire and the oncoming Cero. Opening her mouth, the Cero was swallowed by her. Then as quick as a flash, Nelliel shot Nnoitra's Cero and her own straight back at him. He was engulfed in a double explosion of light.

"Ben," Nelliel said to Ultimate Swampfire. "As long as they are standing, they will continue to try and battle us. We must leave here now."

"Guys!"

The two of them looked to see Ichigo soaring at them.

"What happened to Grimmjow?" Ultimate Swampfire asked.

Ichigo pointed behind him, where Grimmjow was lying in a heap on the ground.

"He's alive," Ichigo said. "But we need to get out of here."

"No kidding," Ultimate Swampfire agreed. "I'm surprised Aizen isn't out here already." He looked over at Orihime and Uryu.

"What's she doing?" he asked Ichigo.

"Healing him," Ichigo explained. He was going to say more when the gang heard movement.

Szayel, his body scorched and weak, tried to get back up. "Stop!" He yelled. "We're not done!"

Through the smoke nearby, Nnoitra got back up to his feet despite the fact that he was badly wounded as well. Even Tesla, with some effort, was able to stand up again.

"Enough already!" Ultimate Swampfire yelled in frustration. "How many times do we have to knock you down before you get the message?"

Ignoring Ultimate Swampfire, the three Arrancar slowly began approaching the gang.

"Kurosaki," Nelliel said. "Take Ishida and Inoue, then get out of here. Ben and I will deal with these three."

Ichigo tried to talk.

"You are exhausted from your fight with Grimmjow," Nelliel told him. "You must save your energy."

"Here I come!" Nnoitra yelled as he charged forward.

"I'm afraid that charging in recklessly like that is not going to help you at all, Nnoitra."

Everyone froze at this new voice. But to Ben, it was a voice he was glad to hear. Everyone stopped what they were doing to see Professor Paradox standing nearby some of the ruins.

"Well," Paradox said as he looked at his pocket watch. "It looks like everything's right on schedule. Nothing like good timing, after all."

"Who are you?" Nnoitra asked, confused as to who this newcomer was.

"Allow me to introduce myself," Paradox said politely. "I am called Professor Paradox."

Szayel narrowed his eyes. There was something about this strange man that gave him an ill feeling.

"Professor Paradox," Ultimate Swampfire said in relief. "Boy am I glad to see you."

"Same here, Ben," Paradox replied. "You look like you could use a hand."

"You might say that," Ultimate Swampfire said to him.

Nnoitra laughed. "You expect to take us on?" He asked Paradox with a sneer.

"Oh, I'm not the one who's going to 'take you on' as it were," Paradox replied with a smile and a shake of his head. "They are."

Everyone saw two men come into view. One was a massive man with spiky hair while the other looked like some kind of demented clown who was accompanied by a black haired woman.

"So you're Ben Tennyson," the larger man said as he looked at Ultimate Swampfire. He grinned. "Pleased to meet ya."

Suddenly a pink haired little girl appeared on his shoulders. "Hi, Ben-chan!" She chirped. "Nice to meet you."

"Indeed," the clown-like man said with a nasty looking smile. "I can't wait to start experimenting on you."

Ultimate Swampfire was immediately creeped out. Who was this guy? Szayel's long lost brother?

"I'm afraid that's not going to happen, Kurotsuchi," Paradox replied in a tone that clearly meant he was not amused. "I suggest you remember your limits."

"You think you can limit me, time-walker?" the man Kurotsuchi asked Paradox. The two gave each other a dark look.

"Who are you?" Szayel asked them.

"Kenpachi Zaraki," the larger man said with a sneer-like smile.

"You don't need to know my name," Kurotsuchi said. "But you can tell me yours."

"Why would you like to know my name?" Szayel asked.

"Why? Why you ask?" Kurotsuchi replied. "So I know what to label the jar I'll put you in."

"Professor," Ultimate Swampfire said, clueless. "What is going on?"

Paradox smiled. "The war has begun, Ben. And it's our move now."

End of Chapter


Next time:

"I have not been truthful to you, Harribel," Ulquiorra said to her.

Harribel raised an eyebrow at her opponent. What did Ulquiorra mean when he said that he had not been truthful to her?

"I have not used my full power yet,"

Harribel's eyes widened. Ulquiorra hadn't used his full power yet? What was he talking about?

"Behold," Ulquiorra said. "The Segunda Etapa!"

Next chapter: Ulquiorra's secret: The Segunda Etapa!