Thank you all for your kind reviews and adding me and whatnot! Let me apologize for the uber short chapter! There wasn't any way I could break these up without making it weird lol I promise the next two chapters will be HUGE lol.


Jumping from the particle platform, Orihime immediately called for her Shun Shun Rikka, praying to whatever gods were out there that she wasn't too late. "Ulquiorra," she whispered, "Ulquiorra!"

Ulquiorra lay on the ground, limp. Every inch of skin was covered in deep lacerations, blood pooling beneath him, making his already pale skin deathly white. She listened to his breathing; it was shallow and ragged, as if his lungs were punctured. And his wings—they were shredded, broken…and were slowly deteriorating before her very eyes.

She knew this would happen. She saw it every time she shut her eyes for days on end, yet she couldn't do anything to prevent it. She couldn't protect him. Guilt surged through as she closed her eyes, forcing her entire being into focusing on healing her Guardian.


Straightening up, Aizen tried to focus through clouded eyes. He spied a flash of red hair, and a shock of black…a golden shield. I'll be damned! He didn't kill her! He thumbed the sphere in his pocket, a thought coursing through him as if he has been struck by lightning. It…it can't be! The…the Hōgyoku is the cause of all this! My untimely and unexplainable attraction towards the woman. Ulquiorras odd behavior and sudden betrayal. The woman's odd powers. It all connects! He closed his eyes, his mind racing. The Hōgyoku realizes our hearts deepest, darkest, desires. Whether we consciously realize these desires or not is out of the question. The Hōgyoku manifests them.

Anger at the Espadas betrayal coursed through him. His strength renewed, and a terrible gleam in his eyes; he made his way quietly towards the woman.


"Inoue!" Ishida called out from behind her, alerting her to the menacing presence nearby. She looked up, eyes widening; once again Aizen was advancing upon her, this time with a totally new intent: the intent to kill. Ulquiorra! Please, I need you, get up! Ulquiorra!

She tried to focus, she tried to speed up her healing, but the commanding presence of the ex-shinigami clouded her mind. She couldn't breathe; she couldn't move…What is he doing to me? She grasped at her throat, choking.

Ulquiorras wings were now completely gone.

Ishida stepped forward, quickly firing off a volley of spirit arrows at the Arrancar General, hoping to distract him from Inoue. He hit his target, but Aizen appeared unaffected. Aizen glared at the Quincy before drawing his Zanpakuto and slashing him. The Quincy brought his arm up just in time, only to lose his firing hand. He fell to the ground, cradling the stump.

Aizen looked smug as he continued towards the woman, though his smug look quickly turned to that of surprise when a familiar Pink Haired Espada appeared before him, his Zanpakuto drawn. "Greetings, Master." Szayel said with contempt as he released his Zanpakuto. "Sip, Fornicarás." He stated calmly, swallowing his sword.

Szayel's body swelled and twisted, an eerie light shown from his mouth. A mist began to emanate from his body as he changed. His lower half elongating and morphing into many purple tentacles, his feet sticking out below them. His upper body turned grey and segmented. White sleeves and a skirt with black stripes appeared. His bone like glasses reformed into a sort of headdress and a black tattoo darkened his left eye.

Four branches sprouted from his back and at this moment he couldn't help but let a small moan escape him. His body felt alive and the extensions on his back where sensitive to every little detail in his current environment; from everything to air pressure, to wind direction and the temperature of the atmosphere. The sensation overwhelmed him, disturbing and stimulating him at the same time.

When he was ready, he stood there, glaring at his former Master who dared harm his friend.

Aizen's concentration temporarily broken, Orihime collapsed to her knees, finally able to choke down some air. Barely keeping herself from passing out, she immediately returned to her Espada's side to check on his progress.

His wounds appeared to be mostly gone, and he was breathing easier, but he was still unconscious. "Ulquiorra!" she pleaded, "Ulquiorra, get up! Ulquiorra!" she canceled her shield and tried shaking him awake.

Wanting nothing more than to protect Orihime; Szayel charged the slightly dazed, but unharmed, Aizen, unleashing a flurry of attacks, successfully pushing him back, though he managed to block every single move with his bare hands. Szayel smiled, knowing that with every attack he made he implanted a piece of himself inside Aizen that would eventually grow and kill him.

Ulquiorra! Ulquiorra wake up! Please…

He was engulfed in darkness, he couldn't see, or move, or feel. Ori…Orihim…Orihime?

The Espada willed himself to awaken with all his power. I can…feel—In my hand! He felt someone squeezing his hand…Orihime! He squeezed back, just barely.

"Ulquiorra!" she gasped, relieved to finally get some sort of reaction out of him. She turned over the still released Espada onto his back, wiping the blood and grime from his passive face. "Ulquiorra…c'mon please wake up!" She flinched as Szayel and Aizen fought particularly close to where they were.

Ulquiorra! Ulquiorra wake up! We need you!

The Espada mentally furrowed his brow, willing his eyes to open. Orihime…he could feel her caress his cheek; he mentally leaned into the touch. I…promised…I—I wouldn't let you…get hurt! Guilt welled up inside him as he focused his strength on consciousness. Wake…up! Wake…up, wake…up! He yelled in his head, his reiatsu flaring to life. The Espada's eyes shot open, gasping as he crushed Orihime into his arms, his wings instantly regenerating and folding around them, encasing them in a protective cocoon. "Orihime…" He choked. "I thought I told you to stay away!" He buried his face in her hair as he gasped for breath. He was angry that she had disobeyed him and put herself in danger, though he was relieved at the same time as if she didn't, the war would have been over.

"I promised myself I wouldn't…" she cried into his chest. "No matter what happens, I'll be here." She huddled closer to his trembling body. She wasn't surprised he was still feeling the after affects of the kido despite her attempts at healing him.

Pulling back she smiled weakly up into his tired green eyes. "Get up. You've got a job to do."

Dazed, he nodded and unfurled his wings as he clambered off the ground. "Stay out of the way," he told her, disappearing to join the fight with the Pink Haired Espada.


Szayel was covered in bruises, scrapes and lacerations; he was tiring. Seeking some respite, Szayel created many carbon copies of Aizen and sent them at him. Have a taste of your own medicine, monster!

"What's the matter my dear scientist? Tiring?" The smug look was still plastered on Aizen's face as he easily dispatched all the clones before advancing on the Eighth, suddenly appearing behind him and severing the four branches from his back with a single swipe of his blade.

Szayel gasped, feeling as if his back were on fire as blood leaked from the wounds, his breathing hitched. He could barely stay on his feet; he had given everything to buy time for Orihime and Ulquiorra and was on his last reserves. "I'm not done yet." He said straightening up, preparing himself for one last attack. However he thought he had passed out as a sudden blackness obscured his entire vision. He blinked. "Ulquiorra…san?" he asked.

Ulquiorra looked over his shoulder at the Pink Haired Espada. "Take Orihime and go!"

Szayel nodded, returning to his original state before appearing before the woman's side.

He found her on a rooftop nearby, healing the fallen Quincy. He landed roughly beside her, glad to see her once more.

"Szayel!" she cried happily about to throw her arms around him only to be blocked by a furious Kurosaki Ichigo.

"Get away from Inoue!" he threatened, his black shikai pointed at the Espada's chest.

Orihime quickly side stepped him, "Ichigo! He's a friend! He took care of me and kept me sane while I was in Hueco Mundo! We can trust him!" she said quickly, putting herself between the point of the sword and the Espada.

The Vizard arched a brow at her, "How the fuck do you keep turning these Espada's into good guys?"

She smiled weakly, "No idea!" she said honestly.

Ichigo eyed the Pink Haired Espada warily. "Don't try anything."

The scientist nodded, "Ulquiorra-san only wished for me to come look after Orihime." He turned back to her, a small frown on his lips as she watched Ulquiorra confront Aizen once again.

Ichigo frowned at the familiarity that he used Inoue's given name.

Orihime ignored the Vizard and instead started fussing over her friends wounds. "Oh…Szayel you look terrible! Sit! Let me heal you!"

Szayel sighed in defeat as he sat down and relaxed as he felt a warm, tingling sensation flow over him. He looked through the golden shield encasing him and past the woman to see the astounded faces of the Quincy and Vizard. Szayel shrugged at them as if to say, 'I'd like to see you try and deny her.'


Aizen stared ahead of him in shock at the newly regenerated Fourth Espada. He…survived…Hadō 90?

Ulquiorra glared his most potent of death glares at his former Master. His mind going blank as an unwavering calm settled over him. Unsheathing his Zanpakuto, he said, "Allow me to show you…true…despair…" Throwing his sword arm back he whispered, "Resurrección Segunda Etapa."

Aizen's eyes widened. A second…release…state?

Ulquiorra watched Aizen's shock, taking pleasure in knowing he had surprised his former Master.

Ulquiorra's body became more lean and defined; his unruly black hair grew to shoulder length. Long black fur sprouted along his upper back and neck, as a finer, shorter fur erupted down his lower arms, and abdomen, completely covering his lower body. He shivered at the sensation. He had forgotten what it was like to transform, it had been so long.

His hands elongated into sharp, menacing claws; and his feet turned into defined talons.

The remnants of his Hallow mask melted and merged together to form, two, long, pointed horns at the top of his head. His black catlike irises turned green, and his pupils turned yellow. The His Hallow hole was the same, except for black, blood like liquid that began oozing from it.

His wings became wider, and he grew a very long, thin, whip-like tail with a sharp prong at the end. He whipped his tail proudly out behind him.

His number four tattoo had completely disappeared. His lip quirked up a bit at the shock displayed on his former masters face. He took pride in his form, and even more so from the fact that he had hid it from Aizen for so many long years.

His transformation complete, his tail in a constant state of movement behind him, Ulquiorra announced, "Feel…my…despair!' With that he completely unmasked his reiatsu for the first time in one hundred years, allowing it to roll off him in one massive solidified black wave across fake Karakura Town.


Across fake Karakura Town; Vizard, Espada and Shinigami were engulfed by the despair that was Ulquiorra's spiritual energy. The wave rippled across the town, toppling buildings, knocking shinigami and Arrancar through the air; some passing out from asphyxiation.

Terrified, Orihime called forth her defensive shield and prayed that it would withstand Ulquiorras immense spiritual pressure; tears pouring forth down her face as Despair began to take affect.

Head Captain Yamamoto appeared before Orihime Inoue, quickly summoning forth his own shield to add to hers, molding it into a sphere so that it wrapped around the small group; protecting them from the destruction that was Ulquiorras reiatsu.

Szayel eyed the Head Captain warily, not wanting to evoke his wrath.

Bracing herself, Rukia yelled to Renji and the others, "He really wasn't kidding about his reiatsu was he?" The red haired lieutenant only nodded, stepping in front of his child hood friend, attempting to protect her from the force of impact. However, Unohana conjured forth a similar shield as to Yamamoto's, encasing them inside a golden cube.

Soon after the initial wave of reiatsu, they were able to focus well enough to power themselves through to the source of the mayhem.

The giant pillars supporting the illusion of fake Karakura Town trembled.


Chapter 14 teaser: Stepping forward, he withdrew all his reiatsu into himself and focused, "Lanza del Relámpago." He spread his hands out before him, releasing his reiatsu, forming a long, bright green spear of condensed spirit particles, he picked it up.


An: WEEEEEEE! Now it gets real fun!

I hope the interaction between Hime and Ulqui wasn't too fluffy or ooc. I mean…he ALMOST died, and she was very upset over the fact