Well, ladies and gentlemen, it's the first of the month, and you know what that means right? It's time for another chapter of A Quincy's Fairy Tail! Last time we left off with some new revelations on Totomaru and Lucy. What will this chapter bring to the table? Well, there's only one way to really find out, so without further ado, let's get onto the chapter! Once again, I really owe my friend for writing this, I couldn't have gotten this far without him.

If you really enjoyed it, then please let me know in a review, I'm always happy when I see them!

Bleach is owned by Tite Kubo and Shounen jump. Fairy Tail is owned by Hiro Mashima and Weekly Shounen Magazine. I own NOTHING. This is all just for fun!


Levy groaned with mild discomfort after she fell from the portal that separated her from everyone, the mage currently laying on the ground as a result. It wasn't long however before she finally stood up and shook her head as she tried to regain her senses. "What happened?" she muttered as she began looking around, only now noticing she was in a different place and all by herself. "Lucy? Bambi? Anyone?"

"Well, well, well," Levy heard a voice call out with an unsettling tone. Levy quickly turned around and saw the one speaking to her was the Quincy Liltotto identifed as Shaz Domino, one of the other assassins they had run into earlier at the casino and a former member of Bambietta's old guild, with the rank of Sternritter. From what she recalled Bambietta telling her, it was the Quincy equivalent of S class.

Shaz however, didn't seem impressed with his opponent. "I'm going up against the bookworm, huh? Man, that's so lame. I would at least have loved fighting one of those other Fairy Tail women instead. Even if that Lucy chick's kinda weak, at least she's got a rocking body. You? You're so tiny you're almost like a kid."

"That's so rude! I'm almost 18, for your information!" Levy said with annoyance.

"Aw, I'm sorry. Did I hurt your feelings, bookworm?" Shaz said with the most condescending tone imaginable while smiling smugly at her.

Levy scowled before she tried calming herself though she couldn't help but still glare at the man with her fists balled. "My name isn't 'Bookworm'. It's Levy McGarden. And I'm a proud member of the Fairy Tail guild!"

Shaz only waved her words off, not sounding the least bit interested. "Right, right. And you've got your own little group called 'Shadow Gear' ain't that right? Death's Head Caucus studied your guild thoroughly once we knew we'd be fighting you guys and out of all the pathetic members of your lousy guild, you and those two guys that fawn over you are the runts of the litter. A trio of high-quality trash among the worst rejects of all wizards."

Despite her attempts to remain calm, Shaz'ss attitude and choice of words were making that almost impossible. Her fists tightened as she growled before she then pointed her finger at Shaz. "Don't you dare slander the Fairy Tail name or the members in it!" Her finger sparked with electricity at her declaration before she shouted, "Solid Script: Thunder!" Expanding out her finger came large, bold, capital letters spelling 'THUNDER' made of electricity before they shoot out at the Quincy.

Shaz avoided the spell, seeming to vanish in a blur before he appeared behind her. Just as Levy turned in surprise, the Quincy formed his Reishi bow before he released a volley of arrows from it. She jumped back, barely avoiding the spirutal arrows before she landed on her feet, He must have used Hirenkyaku! Levy thought. Shaz appeared behind Levy again and this time kicked her in her back, sending her tumbling over. More arrows were released as she fell and Levy just barely rolled out of the way in time to avoid them before she got up to her feet.

"Not bad, I guess working with Bambi and the others let you know about how Hirenkyaku works," Shaz said before he smirked. "Too bad it's not going to be anywhere near enough."

"Solid Script: Stone!" With another spell cast, large words appeared over Shaz in midair spelling 'STONE' emerged right above him, before the earth elemental words fell. The ground quaked and Levy smiled, thinking she had managed to land a decisive blow, but as the dust cleared she quickly noticed him from the corner of her eyes on her left side and moved away when another set of arrows shot at her. One scraped her arm, cutting through her clothing and skin which she instinctively held as she hissed through her teeth at the pain.

"Your spells are too slow, bookworm," Shaz said tauntingly as he continued belting arrows at Levy as she ran. "Fairy Tail is the mightiest guild in all of Fiore, they say. I don't see what's so great about you guys. If you're so mighty then prove it! Don't just run away and keep using average magic! Make me eat my words if you don't want me defaming your guild!"

Staying put was a bad idea with how fast Shaz and his arrows were, leaving Levy with no choice but to multitask as she ran and began casting at the same time. "Solid Script: Water!" With another orb of light emerging from her fingers, the letters turned into the very element she spelled out, sending out a massive 'WATER' at her target. Unlike her previous attacks, this time Levy's spell was used in front of her and crashed to the ground before flowing towards Shaz but it was so shallow that it barely went above his heels.

"Ha! And what is this supposed to do, get my boots all wet?" Shaz said in mockery, looking at the water around him with a raised eyebrow.

However, Levy squatted with one hand on the floor and quickly began spelling out one of her earlier used spells while his attention was off her. This guy seems really cocky, well he'll regret that soon enough! Levy thought as it worked perfectly with what she had in mind. "Solid Script: Thunder!"

A gasp of surprise escaped Shaz as he realized what she was doing. It was too late for him to move away in time however as the electricity traveled right through the water and coursed up his body. The electrical currents went all over his body as he shouted in pain, the Quincy not having enough time to activate Blut Vene. As she slowly stodd up, Levy looked to Shaz writhing in pain before she grinned. "So what was that you said early? How's about you take this as a lesson for what happens when you badmouth me or my guild."

As the spell finally wore off, Shaz slouched in place and groaned in agony as his body had various first and second-degree burns on various spots around his body. However, much to Levy's surprise, the damage was beginning to vanish, the burn's replacing themselves with perfect skin. An unsettling grin creased Shaz's face as he turned his attention to the blue-haired woman before he clapped. "That was a decent strategy," he said as his body was fully back to normal again. "Not good enough, though. You'll need to do better if you wanna win."

That's right, Lil mentioned he had some sort of healing power. Levy thought before seeing Shaz's bow aimed at her. Right away, she used another spell with dexterous movement of her hands. "Solid Script: Guard!" The light of her magic spelled out 'GUARD' before expanding out and turning into a domed barrier around Levy. All the arrows vanished right as they came into contact with it.

"A barrier, huh?" Shaz said almost like he was impressed before getting rid of his bow and crossing his arms as several objects emerged between his fingers. "All right, let's try something a little stronger. My signature weapons!" They had small symbols of the Quincy while attached to large, solid black blades. He soon tossed about 10 of his diamond-shaped knives, and to her horror, each one pierced into Levy's barrier. All the small cracks in the barrier spread out, webbing the surface before shattering completely. Levy gasped in worry at her destroyed defense as Shaz smirked and used his Hirenkyaku, now with more knives in his right hand when he slashed at her, cutting into her back. The feeling of having her skin slashed made her scream as she fell to the ground. Shaz looked down at her before scoffing. "Are you done already? Honestly, I was hoping for a little more after all that. I'm starting to get bored, here."

Levy looked behind herself, one eye shut from the stinging sensation still coursing through her back as she glared at Shaz while quickly using her magic again, this time writing the words much smaller as the light traced over the sides of her legs. "Solid Script: Storm!" As the word 'STORM' glowed over her legs, they turned into spiraling wind like small tornadoes. Levy blasted off before turning herself around and hovering in place. Moving now with her own great speed, she and Shaz were untraceable to the eyes of ordinary people with how quickly they were moving about and releasing their own attacks, Shaz with his knives and Levy with any offensive elemental magic she had in her arsenal. She managed to land some strikes on him with her attacks but Shaz didn't seem fazed.

"Okay, okay," Shaz said, nodding with a smile like he approved while his bodily damage was slowly healing. "This is better. I'll give you that. You're actually not half bad if I'm gonna be honest. But still, going fast like me doesn't do you any good," He said before he vanished from her sight before he appeared right in front of Levy with a teething grin, kneeing her in the gut with a hard kick and knocking the wind out of her. "When your pattern of movement is so predictable!" The force of Shaz's assault was so strong, Levy choked for air as she was sent flying back and hit the wall where the cuts on her back were. The force of impact on such a dire wound made her scream in extreme agony, the wind around her legs vanishing as she fell to the ground. Barely standing on her hands and legs, Levy shook as she saw Shaz still standing proud and with little to no damage to his body. "Fun's over bookworm. Looks like you really are just trash, after all. Not even the recyclable kind. And the only use for trash like that is disposal."

As an arrogant and sadistic grin plastered on his face as he readied his knives again, Levy couldn't help but tremble. She wanted to move but it was almost like her body was paralyzed. Death was right there in front of her and she didn't have it in her to move away. Come on, come on Levy! You have to move! Don't let your body tell you that you're too hurt to move, otherwise, you're just going to die right here! Come on, Erza, Lucy, Bambi, they all need you to pull through! Many similar thoughts continued to cross her mind, each about of her friends in Fairy Tail, till one, in particular, came to mind. A brief conversation she had with the 4th Espada shortly after he had saved her life on the day they first met.


"So as long as I write the word, it emerges and becomes what I write. Not just solid things like fire, water or thunder, though," Levy said as the words of her spells floated above her before they vanished."I can also affect things around me. Like creating a barrier around anyone I choose or make a hole in the ground to trap people. I can even make objects from the words like a mask or a carriage, too."

Currently, they were sitting at a cafe for some tea. Cruz had already been taken away by the magic council, and she was well overdue for a break at the bookshop she had been watching over. The Arrancar had been interested in her magic, however, and Levy was more than happy to tell him all about it. "I see," he said when finishing the last of his refreshment. "That is a very versatile form of magic. Depending on the situation and the environment you're in, you could turn the tide of battle against your opponents rather easily."

"Well thanks," Levy said with a meek smile while rubbing her arm and looking to her feet. "Unfortunately I'm not exactly strong. All my time studying different types of magic makes me trade in strength for variety. People like Erza have both, with the way her re-quip magic works. I don't have anything on her level of power."

Staring at her with as much of an unreadable expression as he normally had, Ulquiorra couldn't help but ponder what it was he should do next. He was still quite new at learning more about emotions but he quickly came to the realization that Levy simply wished she had more to give her guildmates with the way she was comparing herself to her friends. He contemplated for a moment before he spoke, "Back where I came from, names have power. In a sense, it's similar to your Solid Script magic. You also told me so long as you study the technique, then you can learn it or at least know enough in order to counter it. Perhaps then I can tell you one particular attack if I describe it well enough for you to utilize."

"Really?" Levy said with surprise before looking elated. "That'd be great. Thanks."

"Understand, however," Ulquiorra said with a little more warning. "It's exceptionally powerful. I don't know what mixing the two powers from your world and mine could result in. So it would be best not to use it just because you have the ability. It should only be as a last resort in the direst of circumstances."

In awe and somewhat intimidated, Levy replied, "It's that strong, huh? What is it?"

"Its name is-"


That memory caused Levy to break out of her rattled demeanor as she clenched her fist and stood up, her face filled with determination. Shaz raised an eyebrow and laughed before he spoke in an impolite tone, "You gonna die standing? How brave." His arrogance gave way to confusion as Levy started spelling something out before he laughed again. "Whatever you're trying, it's not gonna work. You're not strong enough to beat me! Just die already, bookworm!"

His knives were thrown at Levy just as she finished her spell. The amount of magical energy coming from her words burst out, sending the weapons away and scattering them across the ground as Shaz held his arms up in defense of the wind coming off the spell. What the hell, this is nothing like the other attacks! The Quincy thought. He couldn't even see what she had written, for it was glowing with great intense light! "What the hell did you do bookworm!?"

"I told you, my name isn't 'bookworm'! It's Levy McGarden! Proud Member of the Fairy Tail guild!" With an arm arched behind herself, she used the ability Ulquiorra taught her. "Solid Script," The light dimmed enough for the words to be seen before Levy shouted them. "Getsuga Tensho!"

As she lunged her arm forward, the words became a crescent wave rising up from the ground and towered almost up to the ceiling. So shocked by the size and intensity of the attack, as well as the name, Shaz was frozen in place as it speeded towards him. As the attack reached it's mark, Shaz was diagonally cleaved in half, screaming so loud from the pain it almost echoed in the room. Everywhere from his chest and up was all that was left, along with a small portion of his left arm. That was to say nothing of the portion of the tower that had been hit by the attack, which had been completely vaporized!

"Oh my gosh!" Levy said with her face becoming pale as the body of her foe hit the ground. "I didn't think it was going to be that strong!" What was she going to do now? She may have been willing to do whatever was needed to save Erza, but taking a life still didn't sit well with her.

"You… damn… bookworm!" The former Sternritter called out before he tried to move forward with his left hand, but given the extent of his injuries, it was totally pointless.

To her shock, Shaz was still alive, though she wasn't quite sure how. Perhaps it had to do with his schrift? "Oh. I guess I feel a little better, then." Levy said with a sigh of relief. Odds are he'll probably heal from it.

Shaz grit his teeth as he was getting even angrier. "This isn't over you hear me!? When I heal back up, you're gonna-!"

"Solid Script: Gravity!"

The words she proclaimed emerged above the portion of Shaz's body, glowing almost like a starlit night before slamming to him and merging into the ground. Shaz gasped as he felt so immense pressure on him so much so that he couldn't even turn his neck. "What did you do to me?!"

"Now that I can finally hit you with one of my other spells, I'm making sure you stay put. By the time that spell wears off, I'll be long gone. Or at the very least I'm sure I'll have found one of my other friends," Levy said as she turned and ran off with one last thing to say. "And maybe you'll have learned never to underestimate a wizard of Fairy Tail!"

"Hey, get back here! Do you hear me!? Get back here!" He demanded, but it was already too late. Levy was gone. Groaning in pain, he tried to move his body forward but found he had little to no luck thanks not only to his injuries but the increased gravity as well. "No...Damn it all!"

His mind couldn't help but drift back then, do the day he had first been inducted into the SternRitter.


"From this moment on, you shall be known as Sternritter Σ: The Sigma." The Quincy king spoke to Shaz as the newly appointed Sternritter kneeled before him in front of a large audience of Quincy. "Now Rise, Shaz Domino."

"My thanks, your majesty," Shaz said with sincere gratitude as he slowly got to his feet. "I will serve you with honor and bring pride to the vandenreich!"

The Quincy king couldn't help but smirk as he looked at the artificially made Quincy. "Yes, see to it that you do, my child."

Shaz smiled and gave the Quincy king a quick bow as he descended down the throne, the crowd that had been asked to gather for this occasion now dispersing, the soldat making sure to not get in his way. Finally, finally, he was receiving the recognition he had deserved! He spent the last two years while under Gremmy's thrall training and slowly replacing parts of his body with real organs, bones and tissue so that he would one day become recognized as his own person. For far too long, he had just been "The Quincy Gremmy created". No more, no less.

For far too long the members of the vandenriech talked about him behind his back, wondering if he even had a personality, or if he could feel any kind of emotions, or even pain! Many thought of him as just a plain doll, but now here he stood, amongst the higher echelon of the Quincy hierarchy. None of the soldat would dare to speak like that about him ever again!

Then, from the corner of his eyes, he saw 3 members of the Sternritter. Bernice Gabriel, Jerome Guizbat, and Pepe Waccaberada. He smirked then as he strutted over to them with confidence before he called out to them. "Hey guy's! It really feels great to finally be in the Sternritter! Let's say the 4 of us go head on over to wherever you guy's like and get a bite to eat to celebrate! It'll be my treat!" He hadn't dared talk to any of the Sternritter prior to this, since his protective status as a Quincy prior to this wasn't exactly all that strict. Being Gremmy's "toy" only went so far after all. But now, he could finally talk to them, as equals!

The three Sternritter stared at him before Bernice snickered. "Oh, look at that, Gremmy's toy think's he's people because he's a Sternritter! How cute!"

"Wh..What?" Shaz stammered before Pepe interrupted him.

"He's let the promotion gone to his head, clearly. Then again, I'm surprised he can even think his own thought's let alone become a Sternritter!"

"I suppose his majesty simply felt like inspiring the soldat's into thinking they could one day become Sternritter." Jerome Grumbled. "After all, if a mere fake could become one, I suppose that set's the message that any Quincy can."

Shaking in anger from the repeated insults, Shaz clenched his fits before he shouted. "I fail to see what the problem is here, I'm the same rank as the rest of you, so you better treat me with some respect damn you!"

"Ohhh, he can get angry, I guess Gremmy's toy can feel!" Bernice spoke.

"The fact that we're even acknowledging your existence should be enough for a mere fake like you." Pepe retorted. "The vandenriech is a purely Quincy army, it's no place for some imagination gone wild to call home."

"The rest of us got to our positions with hard work and perseverance," Jerome said. "All you had to do was simply use your own power to become real. You didn't train to get this position, you were practically born with it! Why on earth should any of us respect you just because you were handed the position? You didn't have to earn it like the rest of us."

Shaz was about to yell, to let each of these bastards know just how much time and dedication he had put into this when they heard a voice from behind.

"Now, what in Yhwach's mustache is going on here?! I trust you 3 aren't belittling our latest comrade!?"

Quickly turning around, the 4 of them saw none other than Gerard Valkiere walking towards him, his muscular build and large frame fitting the immense reiatsu that was coming off of his body.

Bernice however, was bold enough to speak her mind. "Gerard, surely you of all people can't be ok with this! He's a fake! He shouldn't be allowed in our army, let alone one of the Sternritter!"

"You've trained your whole life to become as powerful as you are, how on earth can you just be ok with this...this thing getting into our sacred order!?" Pepe yelled. He-"

"He's a member of the vandenreich, just like the rest of us!" Gerard interrupted. "It doesn't matter that he isn't a real Quincy like you! Or that he may not have trained to get as powerful as the rest of us did! It doesn't matter that he's even the weakest member of the Sternritter! What does matter is that he wishes to fight on the behalf of his majesty! For all of Quincy kind! That's not something to be looked down on simply for what he is, but to be respected!" He hit the back of Shaz's back with a backhand, causing the Sternritter to fumble before Gerard continued to speak. "Now, I ask that the three of you treat him like the rest of the Sternritter, or else you'll be dealing with me and my Hoffnung's blade! Is that clear!?"

"Y-yes sir!" The other 3 Sternritter stammered before they scattered, getting as far away from the two of them as they could.

Shaz slowly turned around to face Gerard then before he spoke. "I...I don't know what to say. Thanks for helping me out back there if you hadn't stepped in...I may have gotten into some real trouble."

"Twas nothing to thank me for, my imaginary comrade!" Gerard said as he wrapped a hand around Shaz and shoved him close to his side. "We're all warriors in his majesty's service, and like his majesty, I too scorn the notion of infighting! Our foes should be the hollows and soul reapers, not ourselves. Nay, I shall not stand by and watch as we bicker amongst ourselves like old women! Tis not an honorable way for us to behave! "

"Well...if there's anything I can do to make it up for you-" Shaz spoke before Gerard gave him a smile.

"My friend, all I require of you, all any of us ask for, is for you to fight as hard as you can, the sake the of the vandenriech, the Quincy race, and his majesty! Do that, and I promise you, you'll gain the respect you crave!"

Shaz nodded his head then, before he spoke. "Then on behalf of you, the vandenreich and for his majesty, I will fight till the end!"


That was what he had told Gerard, but things couldn't have gone any differently. He was utterly defeated by Ichigo Kurosaki with just one mere attack, and then later crushed by Izuru Kira shortly after. Had it not been for his majesty's Auswählen, Shaz had no doubt he would still be sinking into the ground, thanks to his schrift's ability to absorb surrounding reishi to heal, causing him to sink into the ground indefinitely. Unlike most schrifts, his was innate, something beyond his control. To have died when he had was a mercy in disguise. Had it not been for that...he would still be falling to this day.

But now, here he was in this new world about to fail a group that had taken him in yet again. The ground beneath him began to give way due to the gravity spell Levy had placed on him, and the Quincy knew that he was finished. They were fighting on the lowest level of the tower, just barely above the sea. Once the ground beneath him crumbled, then he would sink into the sea, crushed by the overwhelming weight of the ocean's floor for eternity. No amount of regenerating would change that, and the pressure would no doubt be far too great for him to ever fully regenerate properly or swim back up. He would be stuck there forever, healing and being crushed for all of eternity.

"No...not, like this. NOT LIKE THIS!" Shaz shouted. "Someone, anyone, PLEASE!" He begged before the ground gave way, and the Quincy was soon submerged under the water. Light quickly faded from his vision, and he could already see the darkness of the ocean below. Soon enough, it would be all he would ever see. A fate worse than death itself. He closed his eyes, ready to accept his eternal fate.

However, his ears could vaguely pick up a sound from behind, like that of someone else plunging into the water themselves. He was just barely able to turn his head to see just who it was that had dared to dive down with him. His eyes widened in surprise then as he saw the figure come close, their hand reaching out to grab him. It was Levy!

What!? What on earth does she think she's doing!? The Quincy wondered before Levy dispelled the Gravity script onto his body and swam upwards, her left hand holding onto his until the pair were finally back inside of the tower, the mage quickly binding him with chains after she caught her breath. Shaz for his part could only stare at her in bewilderment.

It was silent, only for about 30 seconds, but to Shz, the time seemed much, much longer than that, before he finally spoke. "Why? Why did you save me!?" The Quincy demanded. "I tried to kill you! I helped take your friend to this damn place, hell, I'm not even a real person! I'm positive that Lil had to have filled you in on that much! So why did you save me!?"

Levy slowly turned around to look at him as she got off of her feet. "Because...You called out for help. In Fairy Tail we value all life, even from people like you. Some people call us naive for thinking that way, and I used to think about it sometimes myself...But in the last few months, I've made friends with people from your world who did terrible things...but they've all had a chance to reevaluate themselves and change into something so much more! Honestly, they're some of the closest friends I've ever had. So when I heard you call out...I just couldn't do nothing. It's not what I...what Fairy Tail does."

She quickly dried herself off with a solid script spell as she slowly began to walk out of the room. "I don't really know what kind of person you are, but if you really want to enjoy this new chance at life that you've gotten...then I would take some time to think about what you should do next." She ran off then, leaving Shaz Domino all alone with her words, and his thoughts.


Much like their other comradesRukia and Millianna were teleported to another part of the Tower of Heaven, Millianna, unfortunately, landed painfully on her side while Rukia was able to stick her landing. Quickly noticing her new ally was in pain, Rukia offered a hand to Millianna. "You alright?"

"I'm fine," Millianna said, taking Rukia's hand as she was helped up. "At least we ended up in the same place, together."

"I'm grateful for that, too," Rukia said with a smile before making a teasing grin. "Still, I thought cats always landed on their feet. Guess not."

An annoyed groan came from Millianna's frown before she said, "Whatever. At least cats are the cutest things in the entire world."

"What?! No way. Rabbits are cuter!" Rukia replied like Millianna was out of her mind.

Millianna wasn't having any of it, however, and responded with irritation. "Nuh-uh! Rabbits are so timid that they won't even let you near them!"

"Not unless you treat them well! And unlike cats, they don't scratch up your furniture!"

"At least they don't have a litter box you need to clean out all the time! That's gross!"

"Pretty sure you need to clean up after any animal, not just cats!"

From the shadows of the room, somebody else was watching as the two women argued with a baleful grin. Two foes bickering? What a perfect opportunity.

Metal spikes shot out from their direction. Rukia was able to deflect two of them with her blade, but Milianna wasn't so lucky, one blade sunk into Millianna's back and another into her left her leg. The feline wizard screamed in pain as Rukia's surprise from the sneak attack vanished. Millianna fell to her side, grunting in pain and she curled inwards as Rukia knelt to her side out of concern. "Foolish," the voice of the assailant said as she when came out to reveal herself. It was Yoshi, her weapons already ready for battle. "You're in enemy territory yet you found time to bicker among your own comrades!? You should be prepared at every moment."

I remember her. She's the one my original fought when the bounts invaded the soul society. Back then, the original's power hadn't fully come back to her yet, and she was disarmed early on in the fight. Luckily for me...I don't have those disadvantages. The regai thought. Currently, her zanpaktou was in its sealed state, and she doubted the bount had seen her battle with Shrieker at the Casino. Perhaps she could use that to her advantage. With her zanpakutō already drawn, she stood and faced Yoshi prepared to fight. "You're going be sorry you attacked Millianna!"

"Oh really? You almost died the last time we fought. How will this be any different?" Yoshi said before lunging at her with the jian held firmly in her right hand. With a swing of her weapon, Rukia parried Yoshi's attack before countering with her own. Yoshi reacted fast enough to block with her fan before lowering herself to use the front of her foot and locked with the back of Rukia's heel to trip her backward. As Rukia hit the ground, she saw Yoshi's sword coming towards her, and she rolled out of the way and got to her knees at Yoshi's side from a distance. Not deterred from her missed attack, Yoshi's sinister grin turned to surprise when seeing Rukia charge at her with her sword drawn. Their blades clashed as they held each other back with their weapons and Yoshi grinned with interest. "Well well, you're actually a little faster and stronger compared to befo-"

Just then it looked as if Rukia blinked out of existence from Yoshi's eyes. Initially surprised, Yoshi realized Rukia was performing a flash step as she sensed her presence directly above her. With her fan extended, she blocked Rukia's attack and the soul reaper leaped back in the air. Yoshi reached by throwing her fan but with another flash step, Rukia emerged behind her. Right as she turned around, Yoshi blocked Rukia's zanpakutō with her jian. From the corner of her eye, she noticed Rukia's free hand moving deftly yet strangely though her choice of words confused her more. "Disintegrate, you black dog of Rondanini! Look upon yourself with horror and then claw out your own throat! Hado #9: Geki!"

A scream of pain came from Yoshi as her whole body was engulfed by permeating red energy. Barely moving, she tightened the grip on her sword and staggered in her stance once Rukia jumped away again, landing at Yoshi's left side. The spell continued stinging her all over and Rukia fully intended to use the opportunity to attack once again, once again using another full incantation. "The one who reigns, mask of flesh, all creation, flap of wings, the one who carries the title of human! In the name of truth and in temperance, dig your claws into the wall of sinless dreams! Hado #33: Sokatsui!" Out Rukia's open palm came a large wave of bluish-white flame. Yoshi was more than a little caught off guard but she managed to hold her fan up before it glowed. The flames seemed to hit their target, however, the kido spell Rukia had unleashed had no effect, , as the time it came into contact, the bount was now wearing some sort of new clothing from her doll. It looked like pieces to a suit of armor: The pauldron's darker colors of green with red outlines red were easily noticed with the gauntlet, vambrace and rebrace being light blue with darker blue outlines, like the bevor piece covering her mouth from out of the pauldron. Rukia was a little nonplussed until she remembered seeing Yoshi use this ability once before with her fight against the real Rukia.

"Did you forget about this part of my Doll's power?" Yoshi asked, smirking at the way Rukia reacted. The bound stood up and the new equipment on her vanished as she continued to speak. "Looks like it doesn't matter if you've gotten stronger. I'm still more than a match for you."

Furrowing her brow, Rukia was a little worried now. I can't believe I forgot she had an ability like that. An inexcusable mistake on my part, even in the heat of battle. She probably has other tricks up her sleeve that I haven't seen yet. I'd better be careful.

With her fan and sword ready, Yoshi charged at Rukia, who prepared to defend herself. Their blades clashed and sending sparks from the metal, both warriors trying their best to strike back at each other. After a few more clashes of their blades, Yoshi managed to wrap the chain around Rukia's ankle and yanked hard to make her fall on her back. Rukia fell to the ground then before rolling out of the way of a sword strike though it still managed to scrape the side of her face as she slipped away and got back up. A light emerged over Yoshi's right arm, turning into the same kind of armor she had on her left. The sword in her hand was glowing and was elongated. Multiple copies of it seemed to trail beside it. As she waved her newly sized weapon, the replicas followed in the same pattern. When they moved in Rukia's direction, all of them were released like arrows and almost hit her as she avoided them. The parts of the building her swords hit were broken apart, leaving them in a ruined state. If Rukia was hit with such force, she might not survive. "See what I mean? You're not doing so good anymore. How much longer can you keep running?"

"Bakudo #1: Sai!"

As if on their own, Yoshi's arms moved behind her back, crossing at the wrists. She looked behind in surprise, trying to move them but it was almost as if she was cuffed by an unseen force. In that moment she remembered the last time this was used on her. "Kido, huh? Don't think that'll be as effective on me as before-"

"Bakudo #4: Hainawa!" Another use of Kido, Rukia generated crackling yellow energy into the form of rope thrown to Yoshi to wind around her arms and body. Yoshi felt even more restrained as she couldn't budge her arms at all. "Bakudo #61: Rikujōkōrō!" Six thin, wide beams of light slammed into Yoshi's midsection. She wasn't pierced through but now she couldn't move any part of her at all. Even her legs and feet were immobile as she grunted with a bit of sweat down the side of her head.

"What the Hell is this supposed to do?!" Yoshi snarled when glaring at Rukia from the corner of her eyes. She was confused when seeing Rukia's head down and a finger raised near her. It was almost like she was meditating. When Rukia began speaking with words that didn't make sense, Yoshi realized what was going on, prompting her to try escaping.

"Ye lord! Mask of blood and flesh, all creation, flutter of wings, ye who bears the name of Man! On the wall of blue flame, inscribe a twin lotus. In the abyss of conflagration, wait at the heavens. Hado #73: Soren Sokatsui!"

The spell was a wave of blue flame-like Hado #33 except this time two flames shot of it from Rukia's palm. The two flames combined then to become far bigger and faster into one collected blast. Yoshi was smothered in the explosion and screamed in pain as the flames washed over her. Rukia sighed with relief, believing she had finally won before she narrowed her eyes, sensing Yoshi's life force hadn't dropped as much as she thought it would. Yoshi's clothing was burned up in certain spots and she had soot around them and her body. She panted heavily, slouching where she stood before glaring at Rukia.

Yoshi's sword spoke in a masculine voice, a mouth at the guard opening with their words. "Oh my. You were caught totally off guard. Disgraceful."

The same happened with a mouth at one edge of her fan but sounding feminine and just as disappointed. "You call yourself our mistress, yet you wound up taking such a hit from somebody as pathetic as this woman you almost beat before."

"It was a fluke!" Yoshi declared as she held her weapons out again, ready to keep fighting. "And it won't happen again! Let's stop toying with her and kill her, now!"

The two parts of her doll spoke with enthusiasm, liking the sound of that as they spoke in the same respective order as before. "Yes! Let's destroy her swiftly yet elegantly!" "Indeed! With a perfect balance of power and beauty!" The right side of Yoshi's armor activated again as she rushed at Rukia. Her glowing sword came into contact with Rukia's zanpakutō many times, the enhanced strength behind Yoshi making Rukia lurch with each blow. In one moment of her stumble, Rukia was attacked by Yoshi from her right and knocked back before projectile swords were launched at her. Rukia struggled to evade in midair, her left arm getting cut at the side by one of the blades. Just as she stoped herself near a wall, one of the other swords pierced into it by her side and exploded. From such a close range, Rukia was toppled over to her side and was in a rather poor condition, much like Yoshi was.

Yoshi laughed, seeing the state Rukia was in while slinging her sword over her arm once it was in its base form again. "Looks like we're both on our last legs now," she said before smirking. "Or is it just you?" Rukia didn't understand what she meant but saw Yoshi hold the two parts of her Doll in one hand to aim her free one out...Only nothing seemed to be happening and Yoshi looked to her hand in confusion. "Hey, what's going on?"

It clicked in Rukia's mind when she remembered one part of the fight the real version of her had before. "If you're trying to absorb reishi, you're out of luck," she said while getting to her feet, catching Yoshi's attention. "This world has even less of it than in the one you come from. It's less than half of what it was in our world. From what I was able to figure out from the battle with Phantom Lord, Kariya was able to absorb what little there is because he's a prodigious and talented man and I'm willing to bet he's been here for a good deal longer than you have. Even then, he's only able to take so much at such a slow rate. As for my Quincy comrades, their ability to take in reishi far exceeds those of lower-level bounts like yourself, and even they had to practice. Given this is clearly your first attempt, what chance do you have absorbing any right now?"

"You've gotta be kidding me!" Yoshi shouted in rage before preparing to fight again.

"It's time to end this," Rukia said as she held her zanpakutō horizontally before slowly winding it counterclockwise. As it moved, the entire weapon turned white with the tsuba becoming a hollow snowflake-like circle and a white ribbon formed from the pommel. As it emerged, a rush of cold air came from all directions. "Dance, Sode no Shirayuki."

Yoshi, the fan part of her Doll and the blade were surprised, the latter respectively speaking with slight intrigue. "What is that sword? She never used this before." "So mystifying, yet I sense a great power from it, as well."

Yoshi was quick to grin as she pointed her blade at Rukia. "I see, so you know the name of your zanpaktou now do you? It hardly matters in the end, she'll still die all the same!" Throwing her blade back just a bit, she quickly struck forward, sending countless swords made of light at Rukia. So what if the soul reaper has a shikai now!? I know for a fact that I'm the superior warrior!

Rukia didn't seem bothered by this attack in the slightest, however, as she simply pungled her blade into the ground 4 times, creating 4 small pillars of icy particles before her before she took a stance, her blade now level with her head before she calmly spoke. "Tsugi No Mai, Hakuren." The ice particles quickly built up at the tip of Rukia's zanpaktou, before bursting forth as a powerful avalanche of cold air. The oncoming light blades were instantly frozen then, and Yoshi just barely had enough time to transform her weapon's form from the sword hand in her right hand to the large fan shield in her left before she was hit by the all-encompassing chill.

Rukia lowered her sword stance, but she didn't drop her guard in the slightest. There was no guarantee that would finish off the enemy. The icey air quickly subsided and Rukia was able to see Yoshi down on one knee, shaking as various parts of her body were no covered in ice.

Yoshi let out quick gasps before she glared at Rukia. That...power! How can she have become so much stronger!? Slowly, she got to her feet, but she was still shaking, the constant chill of the ice making any attempts at appearing imposing nearly impossible! I can't afford to take another attack like that! Even with Nieder's shield, I still took this much damage! One more hit, and it would be game over. The bount began to look around then to figure out some sort of plan before her eyes finally caught onto something. There, that's what I need!

"This isn't over yet soul reaper!" Yoshi yelled as she jumped into the sky and quickly turned her fan back into its normal state and fired a barrage of spikes at Rukia. However, her attack was much more sluggish than before and she was able to dodge it quite easily with flash step. "Surely you realize by now that you stand no chance of victory," Rukia said as she slowly turned around to face Yoshi. "You should surrender now before-"

Rukia's eyes quickly widened in surprise then as she noticed Yoshi standing atop the air, the bount no doubt having finally found a way to finally absorb the reshi in the room, her wounds now fully healed. However, there was something much worse that caught her attention. For in the middle of the sky, behind held by Yoshi by the neck was none other than Millianna! Rukia growled then as she glared at Yoshi. "You fiend! Have you no sense of honor as a warrior!?"

Yoshi couldn't help but cackle as she dangled Millianna in front of her. "Oh please, who cares about nonsense like honor!? This is a battle to the death soul reaper! It doesn't matter how you win, as long as you come out the victor!" She then poked the young woman in the back then as she grinned. "And this one right here makes for a most valuable hostage!"

Millianna could only barely force herself to look at Rukia then, her eyes full of tears. "Rukia...I'm sorry. This is all my fault. If I wasn't so useless, you wouldn't be in this mess! " She began to openly sob then as she closed her eyes. "All of these years I've been working for a madman and helped him kidnap one of my best friends, and now before I even get the chance to do anything to make up for it, I've just ended up making things worse!"

Rukia looked at Millianna, and to the surprise of the feline-loving woman, her scowl completely vanished before she spoke to her. "Millianna, you have nothing to be ashamed of. Yes, you've made a mistake and found out you were on the wrong side of this conflict, but none of that matters now! You joined forces with us because you wanted to do what was right, to make amends for your actions! I've been abandoned by my friends just like Erza had, but they all came to realize that they made a terrible mistake and did their best to make up for it! What you're doing is no different! So don't you worry about a thing, I'll make sure that you'll get out of this and save our friend!"

Yoshi couldn't help but grin. "Are you truly that foolish? In case you haven't noticed, I'm all the way up here with a hostage while you're down there. There's no way you'd dare try to use your flash step to cut me down, not when I can so easily use her as a shield! The same goes for your kido and ice attacks! So if you want to let your friend make it out of this in one piece, you'll need to-" However, just as she was speaking, Rukia had vanished from sight. However, rather than attacked her directly or behind like she had expected, the soul reaper was now directly below her!

Moving her zanpakutō upside down, Rukia narrowed her eyes at Yoshi. "Some no mai," Her blade glowed as she made a slashing motion and emerged behind her opponent. Yoshi didn't even have time to realize it until noticing the circle of ice underneath her. "Tsukishiro!" Ice quickly grew at the ground under Yoshi and everywhere within the circle. As it expanded and covered her, Yoshi and the two parts of Nieder's screams became more prominent until they ceased from being fully encased in a pillar of ice. Everything, except for the hand Yoshi had stretched outward to dangle Millianna to taunt her. Rukia looked back, sighing with relief. "There. That'll hold you for a while," she said before she noticed Yoshi's grip weakening, dropping Millianna to the ground.

"Millianna!" Rukia cried out before using flash step to catch her friend in the middle of the air before she sat her down on the ground. Unfortunately, the wizard still had the spikes from Yoshi's initial attack in her body and blood was spilling out. Millianna looked at her friend with one eye clamped shut from the pain, gritting her teeth. "Rukia… are you okay?"

"I am but you're clearly not. Hold still. I'll use some healing kido, okay?" Rukia said, gently urging Millianna to stay still. After laying her the proper way and carefully removing the spikes - which her friend yelped in pain from - Rukia's hands glowed with green light. "Try not to move. This is gonna take a bit of time and I need to focus on the injured spots."

"Rukia?" Millianna said between her grunts, smiling through her pain. "Thank you. And I'm sorry about the argument we had. I really didn't want that to be the last thing we said, if either of us died."

Rukia smiled back, in the same way, still using her kido to mend Millianna's damaged body. "You're welcome. I'm sorry for acting so immaturely myself. Now let's get you patched up. Then we'll go find the others." Feeling glad that they had managed to patch things up Millianna relaxed, letting her friend continue her work.


It had been quite a while since the 4th Espada had been separated from the rest of his guildmates. For the past 20 minutes, Ulquiorra had made his way through the Tower of Heaven at a brisk walk moving through long, empty hallways. While he could no doubt blast through the walls or fly around instead of walking, it would also be a waste of energy. Given the power Ikaruga had shown him earlier, as well as the power of Death's Head Cacaus guild master or the likely high power of Jellal, it would be wise to only use his power when it was necessary.

During the time that had passed, however, he sensed the various struggles going on in the tower. It's fortunate we haven't lost anyone on our side, so far, he thought before stopping and glancing down at the floor. There was no mistaking that reiatsu, or the power he had just felt. I see. So Levy was forced to use Getsuga Tenshou after all. He was...surprised at this turn of events. Not only was she able to use the technique successfully, but she had also been able to defeat her foe, with reiatsu to spare. Something stirred in Ulquiorra then. A sensation he wasn't familiar with and thus couldn't quite comperhend. What he could tell was that it had something to do with Levy, the only person he had truly considered a friend within the guild, achieving the use of such a powerful technique and securing her victory. This feeling...I believe this is the sensation known as pride. Despite never having felt it himself until now, he was more than familiar with the concept thanks to the likes of Nnotira Gilga and Grimmjow Jaegerjaquez. But whereas their pride was strickly only for themselves, this was quite different.

Truly, this is an odd feeling. Pride in someone else. Never had the Espada recalled feeling this way to someone else. Not even Lord Aizen had ever caused him to feel such things. Certainly, he respected the soul reaper, but pride? No this was all very new to him. However, despite having never experienced this emotion before, he found it rather...soothing under the current circumstance. Despite its oddity, I feel no discomfort. This feeling is quite acceptable. As he continued down the seemingly endless hallway, however, Ulquiorra's thought's wandered again. At this pace of our current victories rescuing Erza Scarlet will go smoothly. Good. To lose her would be most...unfortunate.

He stopped in his tracks when he quickly retraced his own thoughts. The way he internally spoke about getting Erza back sounded more than for the sake of the mission, of securing a powerful ally. It almost sounded...personal. But for what reason? He pondered. Perhaps it was because she was the most friendly member of the guild to him besides Levy and Mirajane, or when she had helped quell his thoughts of his current status of power in the world with their brief sparing session? Perhaps the cake she had given him on his first day as an official member of the guild? Those didn't seem like they'd be reason enough, however. Perhaps it was all of those events that transpired that allowed him to consider her a valued comrade. Certainly not nearly as much as Levy, but relatively close compared to anyone else in the guild. It would appear that my own concept of comradery is beginning to spread among my allies. Most intriguing.

His train of thought ceased however before he turned to one of the pillars against the walls behind him before he spoke, "I know you've been spying on me for the last ten minutes. If you don't plan on attacking me, then leave me be."

Softly stepping out of his hiding spot, NaNaNa Najahkoop emerged with a smirk. "I know all about you, Ulquiorra Cifer. The fourth espada. Or should I say 'ex'-espada?"

"I know about you as well," Ulquiorra said, not yet taking a fighting stance as his hands remained in his pockets before trying something a bit...unorthodox for himself. "NaNaNa Batman."

The smile on NaNaNa's face quickly vanished as he twitched in place before facepalming himself and growled. "For the hundredth time," he said before stomping his foot and clenching his fists. "THAT'S NOT MY NAME YOU DAMN-"

Before Nanana could continue his rant, however, the Arrancar appeared before him with the use of Sonido and slammed the Quincy's head onto the nearby wall, cracking it. "If you'll allow yourself to lose focus over something as trivial as a name, then I have nothing to fear from you." The Arrancar spoke.

NaNaNa quickly managed to escape from the Arrancar's grasp with Hirenkyaku before he glared at Ulquiorra. "Oh yeah? We'll see how much that matters when I've riddled you with arrows!" Fueled by his anger, NaNaNa drew his bow and shot at Ulquiorra with a volley of arrows. He smirked as each one hit the Arrancar's body until he quickly noticed there was literally no damage to Ulquiorra's body at all. The most he had done was create small punctures to his clothes.

The Arrancar spoke bluntly. "If you know all about me as you claim, then you should know how durable my heiro is due to the rank I once held in the old universe we came from."

NaNaNa growled in anger and dispersed his bow before forming his short sword and rushed to Ulquiorra with Hirenkyaku, aiming his sword at his ribcage. He smirked when he felt the tip of his weapons make contact but he then gasped when he saw there wasn't any blood on his blade. It didn't even make the slightest cut to his skin. What, that's impossible! The Quincy thought.

Looking up with concern, NaNaNa saw the stoic visage of Ulquiorra who spoke with a questioning, yet still stoic tone, "Tell me: If your arrows didn't work, what makes you think your sword was going to?" A twinge of fear came over NaNaNa before he leaped back at a safe enough distance and splayed one set of his fingers open, besides his pinkie and ring fingers. Ulquiorra moved right away by moving forward with sonido and appearing before NaNaNa, delivering a chop with his right hand to the Sternritters temple and sent him flying across the ground, hitting a nearby wall so hard it made a small crater. NaNaNa, slumping against the crater, groaned with pain as he felt dizzy, his vision blurring until he finally regained clear vision, seeing Ulquiorra standing in the spot where the Quincy previously stood.

"You were about to use that dangerous ability of yours. "The Underbelly" I believe it was called," Ulquiorra spoke. "Miss Lamperd informed me of it. That's why you were hiding away for so long. You observe your opponents carefully in order to find out more about them and exploit any weaknesses of their reiatsu. Even against someone like me, such an ability could be effective, if you've been given enough time. But as long as I'm able to dodge it and react quickly enough, it won't reach me."

Gritting his teeth as he growled once more in boiling anger, NaNaNa propped himself up by using the wall behind him to stand before clenching his fists and shouted out angrily, "Ok fine! Then let's see how easily you can dodge me when I'm just as fast as you are with my vollstandig! Bauch Gottes!" (Belly of God)

The spiritual energy around NaNaNa erupted like a geyser, covering the Quincy entirely and causing the entire floor to shake. Once it did, his visor came off and showed completely washed-out eyes with streams of energy wafting out the corners, the beads in his hair vanished, making his black locks form like a star shape and his cape flew off. Out his back came triangular, bluish-white colored wings with few swiss holes.

Ulquiorra's expression hadn't changed though. While Nanana's power had considerably increased, it seemed to be at a level that he could still handle.

Using hirenkyaku, NaNaNa appeared at Ulquiorra's left side. Ulquiorra turned to where NaNaNa was about to strike and stopped the oncoming punch, his hand catching NaNaNa's fist, but as he did, he felt his feet skit slightly across the ground as NaNaNa grinned. "Alright, now that's what I'm talking about!" He then activated Blute Arterie and began to push back Ulquiorra with his newfound power, each step the Quincy took forcing the Arrancar back.

Using sonido to move out of the way, Ulquiorra's eyes widened in surprise as NaNaNa appeared right in front of him with Hirenkyaku. The Quincy swung his sword and Ulquiorra raised his left arm in an attempt to block the strike, but much to his surprise, however, the sword was able to slice into his flesh with ease. Quickly battering away the blade with his right hand, the Arrancar threw a punch at NaNaNa's face, which the Quincy caught, though his leg's buckled from the strike. "Not so high and mighty now are we!?" NaNaNa cried out before he began to strike multiple times at the Arrancar. Ulquiorra dodged his head at the first two strikes, then drew out his zanpaktou from its sheath and counterattacked.

The two blades clashed in a flurry of blows, neither foe seemingly able to gain the upper hand on the other. Then, as if both fighters had the same thought, the two used their respective high-speed movement techniques to jump throughout the air to land a blow of some kind. However, each use of sonido and hirenkayku was countered by the other warrior, failing about 10 times each until the two fighters stopped mid-air. "I see, Miss Lampard was correct when she told us that the Sternritter's Vollstandig is about on par with an Espada's resurreccion, or a captain's bankai," Ulquiorra stated. "It is an impressive power."

"Yeah, pretty cool ain't it?" NaNaNa said with a grin. However, internally, the Quincy was quite annoyed. Damn it all, even with vollstandig we're only about on par with each other! The Quincy groaned mentally. No, no, don't get mad...I just need one hit to turn the tide of this battle!

Rushing forward once more with hirenkyaku, NaNaNa slashed downwards with his blade, Ulquiorra quickly stopping the strike with his own sword. The Sternritter slashed at his head again and again, but each swing was stopped by Ulquiorra's blade. "I'll admit that your power has grown considerably." The Arrancar stated as he continued to block the Quincy's strikes. "But you'll find that even with the power you have, that victory is beyond your grasp."

NaNaNa smiled confidently as he quickly blocked one of Ulquiorra's strikes until he saw a bit of green light below Ulquiorra's vision. Aghast at what he knew it was, NaNaNa had no time to react as an expanding beam of green energy shot at him. The dust of Ulqiuorra's cero cleared and there seemed to be no sign of NaNaNa. Just as Ulquiorra lowered his hand and turned to walk off again, he glanced down. In one of the rare moments in his life, Ulquiora was caught off guard. His body was covered from ankle to shoulder by bluish-white net-shaped energy. "What?"

"I've finally caught you!" At his side, Ulquiorra saw NaNaNa, a little damaged from the Cero but only looking like he was partially burnt and one of the ends to his hair singed. A similar design of light covering Ulquiorra emerged from NaNaNa's hand that was aimed at him. "You've been hit with my Morphine Pattern! You're gonna lose your reiatsu overtime now. What's more, if I manage to pinpoint the exact location of it, you'll be completely paralyzed! Then you'll be as good as dead, Ulquiorra Cifer!"

Using hirenkyaku once more with his sword drawn, NaNaNa slashed at Ulquiorra. Though Ulquiorra reacted fast enough to put his arm up in defense, he was surprised when the blade sliced into his skin with even greater ease than before, and even through the bone of his right arm. He's almost completely severed my hand. The Arrancar thought as he backed away from the Quincy. While he could easily heal such an injury, the fact NaNaNa managed to cut through his skin more severely than before was enough of a threat to make Ulquiorra take the situation more seriously, swatting him away with his zanpaktou before leaping back in the air. NaNaNa swiped at Ulquiorra with his blade as the Arrancar tried to dodge only to find the blade slicing into his stomach. The Quincy reached for Ulquiorra's head, and while the Arrancar tried to move his head back just in time, the Quincy managed to grab his horned helmet and stabbed him right in the abdomen.

He tried to thrust his zanpaktou at NaNaNa, but the Quincy was able to easily parry his sword to the side before he slashed Ulquiorra diagonally across his chest, blood-spewing through the slash. The Arrancar tried to get some distance with sonido then, but just as he made some distance, NaNaNa had already appeared behind him and sliced him across the back before he landed a powerful kick, sending the Arrancar flying into the sky. Have I gotten slower? The Arrancar thought as NaNaNa closed the gap between them. He tried to hit NaNaNa with his zanpaktou as he got close, but the Arrancar's strikes were sluggish and unrefined, each of his blows missing the Quincy by a considerable margin. No...it's not just that...My reaction speed has slowed down as well.

Now no longer fearing Ulquiorra's strikes, NaNaNa was able to attack without concern, easily dodging under the swing of Ulquiorra's zanpaktou before he stabbed the Arrancar right below his left shoulder, and quickly followed up the strike with a stab at Ulquiorra's face, the Arrancar just barley managing to move his head to the right in time as he felt the Quincy's blade cut into his left cheek. This one-sided battle continued, the Arrancar just barely managing to avoid fatal blow after fatal blow. But it was quite clear to him now that with each attack, he was getting more and more sluggish in his defense, each attack getting closer and closer to ending his life.

If this continues, I will surely die. Perhaps it is time I used Gran Ray Cero or my resurrección. Ulquiorra thought just as he narrowly avoided another attempted slash by using sonido to appear at the other end of the room. No. That would be a poor decision. Lord Aizen forbade its use in Las Noches for a reason. It would no doubt destroy this whole tower and cause it to collapse in on itself, giving the enemy the right opportunity to kill my allies. I have no choice but to endure.

From his side, Ulquiorra saw NaNaNa's blade almost come into contact with him. He used his zanpakutō to block it to put distance between them again as NaNaNa chuckled. "You've gotten so slow that I hardly need to worry about dodging your attacks now! You may have used your weapon to stop me, but look at what good it's done you!" NaNaNa exclaimed, clearly proud of himself. Ulquiorra was about to move but he then felt a stinging sensation on his left foot that forced him to stop moving. He looked down then, as he saw the net-shaped pattern from "The Underbelly" that was etched on his stomach now stretching down towards it. My left leg...It's as if my muscles have been replaced by steel. I can hardly move it at all.

NaNaNa chuckled. "Well, well, well, looks like my schrifts effect is starting to get even worse now! I bet it won't be even 5 minutes until you're left completely paralyzed!"

"Ulquiorra!"

Looking behind himself, Ulquiorra saw could see Levy running towards him, emerging from one of the rooms many doors. "Levy. Stay back," he told her as a firm yet composed warning before turning his attention to NaNaNa. "It's not safe here."

"But I can help you! I know I look a little banged up but I've still got enough magic to fight!" Levy insisted.

"This isn't up for discussion. You need to run away. Go find one of our other allies and help them out instead."

"I want to help YOU! Why won't you let me?!" Levy yelled at him. "It's clear that you need some help, so why!?"

"Levy, stop arguing," Ulquiorra said as he turned his head to face her again. "I can handle this on my own. Some of the others have expended more of their energy than I. It'd be wiser for you to find one of them and offer your suppor-"

He heard feet shuffling and looked in front, seeing NaNaNa taking a swing at him with his sword in the middle of his movement. His own sword blocked it but in his weakened state, he wasn't able to hold his footing and was flown back from NaNaNa's strength and impacted into a wall much like Ulquiorra had done to NaNaNa prior. Concern came over Levy before she spelled out several elemental spells in the air. "FIRE! ICE! WIND! LIGHTING!"

Each of the elemental words hit their mark, the Quincy not even bothering to dodge the attack as he was soon eclipsed by an explosion. Levy smirked as she walked over to Ulquiorra but that smile soon vanished as the dust cleared and NaNaNa emerged, the Quincy not in the least bit damaged. "Really Is that all you got?" NaNaNa said before he chuckled. "Please, those wouldn't have been enough to beat me earlier, let alone with my vollstandig!"

Levy grit her teeth as she stared at NaNaNa. She didn't have nearly enough magic to try the Getsuga Tenshou again, but even so, she refused to give up. "All right, let's see you try on these for size!" The letters "ARROW, BULLET, ROCKET, MISSLE, and BOMB were all used next, but before the attacks could get even close, they were all shot down by one of NaNaNa's arrows. Her eyes widened in panic then as the arrows came rushing at her, the mage was just barely able to roll out of the way of the attacks before she got up to her feet.

"Levy...Please." The Arrancar weakly spoke to her as the effects of "The Underbelly" spread, slowly raising his head to look at her. "You cannot hope to defeat this enemy on your own, you must-"

"I'm not leaving you!" Levy cried out as she stood defiantly in front of the Sternritter. "When we first met in Bottlebrush, you saved my life! Not only that, but I promised you that I would help you learn more about that heart! Well, this is me following my heart! You're not just a member of the guild Ulquiorra, you're my friend! You're always willing to spend time with me, always doing what you can to make sure that I'm ok! Well, friendship is a two-way street! I can't just sit back when someone's hurting you, because that's what friends do!" She spelled a very large "FIRE" in the air, and sent it at NaNaNa who casually countered it with an arrow. "Even when things look tough, when they seem impossible, a real friend never abandons you!"

"How touching, the Arrancar actually has a friend," NaNaNa said as Levy she spelling another set of letters. "Too bad for her!" Before she could finish, however, NaNaNa appeared right in front of Levy with the use of a hirenkyaku and grabbed her by the throat before he slowly lifted her above him. "Honestly, it makes me sick. Arrancar's like him aren't even human, so why do you even bother trying to save his sorry ass!?"

"I...don't care if he's not human." Levy chocked out as she struggled in his grip. "Sure, he's quiet and very aloof, and even blunter than he needs to be...But I can tell he's a really nice guy. So I won't let you-GURK!"

Ulquiorra eyes widened at what he was seeing now, the Sternritter slowly choking the life out of his friend. She kicked at him as best she could, but it was futile, her kicks hardly doing any damage to the stern ritter at all. He could see the Quincy grinning with glee as she struggled in his grasp, and slowly Levy looked over to him, her eyes fluttering as she struggled to stay conscious. "Ul..qui...ora...I..."

Her struggles started to slow then, and unknownst to the Arrancar, his jaw dropped agap, as a small look of concern came over his face, feeling an emotion he had not known prior. Dread. As his eyes widened with concern, his mind recalled the first day they met.


Ulquiorra casually looked down at his chest as he noticed the reactions of the two wizards near him as The Guild Master of the Shadow Acolyte Guild, Cruze De Fabian had just cut his shirt wide open, revealing his hollow hole, and thus his in-human nature to the two of them. He didn't care one lick about Cruze's opinion, but Levy's...

He quickly punched Cruze in the face, the man falling to the ground, finally still and silent before he turned to face Levy. Ulquiorra had rather hoped that she would have never found out about his monstrous nature. After all, humans tended to fear that they didn't understand. And in a world that had no understanding of Hollows, he was with no doubts, a truly fearsome to the uninitiated. It wasn't so much that he felt sad that she now knew, but a feeling of... of...Ulquiorra was at a loss for a moment. Perhaps "disappointment" would be the best way to put it. After months of trying to understand what the "heart" truly was, he had finally begun to make some progress. Nothing significant by any degree, but it was something that happened regardless. And it has become of Levy. Not the books she had recommended, but because of her in all her inherent kindness. This feeling he was experiencing was quite alien to Ulquiorra. Was this too, what it meant to have a heart? Was this...sadness?

"Are you..." Ulquiorra's voice trailed off for a moment. "Are you afraid of me?" His words had no sign of emotion, but the Arrancar was unknowingly dreading the rejection he would receive from the bookworm soon enough.

"Why should I be afraid?" Levy asked. "You're my friend. I'm just... curious is all..." Levy looked at the hole that was within Ulquiorra's chest. "If it wouldn't bother you, I would like to know... more about you. That's all."

"What do you mean?" He responded. Was she seriously not afraid of him at all?

"Well..." Levy looked back up at Ulquiorra's eyes. "There's a story here and... I want to get you to know you better is all."

He couldn't believe it. She had chosen hope. To believe in him. To trust him... as a friend. And that choice, which would change his life forever had meant more to him than he had ever realized.


"Look's like it's the end of the road for you, Arrancar lover." NaNaNa snarled as his grip tightened even more, the small woman's struggles stopping completely as she gasped for breath. He wasn't going to kill her with suffocation though, no the Quincy planned on snap her neck before Levy lost consciousness. "Any last words?"

"He'll...stop...you." Levy managed to gasp out. "I believe in...him."

NaNaNa couldn't help but chuckle at the mage's naivety. "You actually think he cares about you? He's an Arrancar! He may look like a human, but hollows are monsters, no matter what shape or form they take!" He then grinned as he stared into her eyes. "But someone like you would never understand. Time to say good-"

"Imprison, Murciélago."

An immense pressure came over NaNaNa as the hallway was completely showered black and green reshi. The Sternritter slowly looked back, his grip on Levy now less firm. The Fairy Tail wizard slowly managed to open one eye, the woman barely conscious enough for the sight before her. Ulquiorra's appearance changed radically. Large, black bat wings formed from his back, his hair was longer and wilder than before, his mask fragment now formed into a full helmet centered atop his head with two large horns extending outward to the sides towards the front. The lines on his face were now black, broader, and more triangular than before, and his fingernails lengthened. His attire was also less form-fitting and closed at the top, becoming more like a robe towards the bottom.

Levy was taken aback at the new appearance, causing both of her eyes to widen with surprise as she choked, "Ulquiorra?" She had recalled Ulquiorra telling her that much like soul reapers, Arrancar's could also release their zanpaktou, though rather than transforming into a different weapon, most instead fused with their bodies for greater power and new abilities. Despite knowing this, however, the sight before Levy's eyes was something she was unprepared for. This level of magic, this pressure...it's insane! The petite mage thought. Is that really Ulquiorra?

"Release her now," Ulquiorra warned as he glared at NaNaNa. "Or suffer the consequences."

NaNaNa was just as surprised as Levy was, but only for a moment before he made a scoffing laugh before he pointed his blade at Levy's face. "Oh? Do you think going into that form is gonna intimidate me?! You don't scare me fucker! If you try anything, this woman dies. Not that you can do anything at all since you've already been caught in my morphi-"

In less than a second, NaNaNa felt a solid stream of reishi come into contact with his skin. He was in utter shock, momentarily seeing Ulquiorra in front of him with their faces mere inches apart. Then, in less than a fraction of a second, Ulquiorra sent NaNaNa careening away down the hall before he crash-landed into a wall. A lance-shaped out of pale, light-green reishi was in his right hand while the other held Levy close in his embrace. Ulquiorra could see NaNaNa on his knees, panting heavily as if he had been hit by a figurative freight train, his eyes wide with shock and fear. Sweat came all around his head almost profusely and across his throat was a small cut with some blood spilling out in dribbles onto the floor. The man was shaking, quivering like a leaf. It was quite clear from the look on NaNaNa's face that he had realized just how narrowly he had avoided death.

Just as the Quincy looked over to Ulquiorra, the Espada spoke. "You were lucky to have activated your Blute Vein instinctively before I attacked. If you hadn't, your head would be rolling on the floor right now."

There was a difference in his tone of voice. Something making it not quite as composed as it usually was. Levy no doubt noticed it she looked at him with shock, as did NaNaNa, but the Arrancar in question was also quick to notice the change. This feeling...This isn't something like the slight disapproval of things I've had in the past. It's something more...Primal. The fact I used not only my resurrección despite the risk of its power destroying the tower, but also going for a killing blow on this Quincy must be the result of this new feeling. Both of those would have undesirable outcomes, but I proceeded regardless. Is this… 'anger' that I'm feeling? It is a most...powerful emotion.

"Ulquiorra?"

Looking down towards Levy, the petite woman still in his hold, Ulquiorra quickly managed to quell the anger that had been brought to the surface. He carefully set her on her feet. "Levy. Are you alright?"

Before she could answer, however, NaNaNa interrupted her. "Damn it all! How the hell are you so strong!? NaNaNa demanded before he pointed his finger at Ulquiorra. "With my schrift, you shouldn't have any power left, so what gives!?"

The Arrancar merely stared back at the Quincy with an ice-cold glare before responding. "An Arrancars Resurrección does more than merely change our appearance and grant us new abilities, it also changes the very structure of our Reiatsu. It is no longer that of an Arrancar's...but more akin to a hollows. However, I believe that even this change will only temporarily keep your ability at bay." The Arrancar said before narrowing his eyes. "So you leave me with no choice but to finish this battle as quickly as possible."

"Damn you! This isn't over by a long shot!" NaNaNa shouted before summoning his bow yelled out and releasing a barrage of arrows. They weren't quite as numerous as Uryu's Licht regen, but they still numbered in the hundreds. Despite the sheer number of arrows heading his way, however, Ulquiorra's stoic face didn't change in the slightest. With a mere flap of only one of his wings, the gust of wind he created caused them all to disperse. The failed attack only infuriated NaNaNa further as he rushed with his sword out. In the middle of his run, Ulquiorra used his insane speed to meet him in the middle, sending NaNaNa back again with a hand to his face and tossing him across the hallway and against a nearby wall and causing it to crack. NaNaNa fell off the wall then, barely standing as he landed. "You think you've won just because you're stronger!? Strength doesn't matter with "The Underbelly" you damn Arrancar! I'll prove it to you!"

With his Schrift glowing in his fingers again, NaNaNa was more determined to take Ulquiorra down and created a massive arrow several times the size of his own body, his schrift flowing through the technique. "Underbelly special techique, lähmender Bauch Piercing Pfeil!" (crippling belly piercing arrow!) He fired the massive arrow, positive that even with the power of his ressurecion, the arrow would puncture through the Arrancars reiatsu weak points and leave him totally defenseless!

Ulquiorra, however, simply pointed his right index finger at the oncoming attack, his own energy gathered at his fingertips and muttered, "Cero Oscurus." before a massive wave of black and green energy released in NaNaNa's direction. The Sternritter's eyes widened at the attack completely engulfed his arrow and was hurtling at him. The speed of the blast was too fast for NaNaNa to even try and evade and he let out a yell of immense pain as his entire body was covered by the blast, the cero bursting through several walls of the tower before blasting through its respective side entirely and dissipated into the night sky. As the dust cleared, the two fairy tail mages could see NaNaNa. He was on the ground, choking and wheezing as his simmering body lay face-first on the ground.

"No...I..." The Sternritter then fell unconscious, the pain too much for the Quincy to bear any longer.

That attack made the Jupiter cannon look like it was nothing! Levy thought as her mouth was agape. This was the kind of power he had been hiding this whole time?! He was already insanely powerful in her eyes, and now it turned out what she had been seeing was simply the tip of the iceberg! "That...that was-"

"Cero Oscurus. One of my most powerful techniques." He answered Levy without even looking at her. "I can only use this cero when I've activated my ressurecion. Its power completely dwarfs that of an ordinary one. Only my Gran Ray Cero compares."

"Seriously?" Levy said before she looked at NaNaNa. "How on earth is he's still alive after that?" Levy said, nearly speechlessness. Not that she wanted the Sternritter dead despite his attempt on her life, but nonetheless!

"His Blute Vene no doubt significantly lowered the damage. But even then, I held myself back to ensure not only the tower's structural integrity but to avoid taking his life. Furthermore, his schrift no doubt weakened my abilities even in my ressurecion" Ulquiorra said before he then fell to his knees as his body slowly reverted back to its original form.

"Ulquiorra, what's wrong!?" Levy asked as she knelt near him.

"It...Appears...That the effects of the Underbelly...Have kicked in enough to...to make it impossible to... remain in my ressurecion." The Arrancar gasped out as he still felt the effects of NaNaNa's schrift. "It is as I suspected."

Levy looked at him with concern as she placed a hand on his shoulder. "Are you gonna be ok?"

"A full day's rest...Should be enough to overcome this complication." Ulquiorra managed to stammer before he slowly looked towards Levy. "However, I will only be able to use about half of my power from this point on. My apologies for making you worry."

"Don't be sorry," Levy said with a confused chuckle. "I'm alive because of you. So thanks."

As he kept looking in her eyes, Ulquiorra felt another odd sensation. Something similar to another the feelings he had before. "You're welcome," he said before looking back at the end of the hallway NaNaNa still lying unconscious. "We'd best hurry. Erza Scarlet still needs to be rescued."

Levy nodded with a smile and she brought him to his feet. "But let me help you walk a little bit first ok? You look like your gonna fall over at any minute."

She slowly helped him move through the hallway, and just as they turned around a corner, Ulquiorra realized something about what had transpired. Something that his rational mind couldn't quite fathom. Strange. The Tower of Heaven was able to withstand not only my Cero Oscuras but my resurrección, both of which were capable of destroying Las Noches. This tower is much smaller than the palace in Hueco Mundo, though. So how is it possible for it to still be standing? Was it simply luck that the tower hadn't collapsed in on itself? Or was it possible that the tower's material could absorb such power?

Regardless of it all, however, the Arrancar found himself surprisingly not as invested in the subject as he usually would have. Levy, his friend, was safe and for now, that was all that mattered.


A Quincy'S FAIRY TAIL NONCANONICAL OMAKE THEATER!

NaNaNa stumbled backward as the Arrancar approached him, the Quincy quite literally backing himself into a corner. It was almost pitch black now, for reasons thw Quincy could barly understand, as a lone, dull light seemed to shine on Ulquoorra "How is this possible?! I hit you with my underbelly! You shouldn't be this strong! You shouldn't even be able to move!" He threw a punch then, only for the Arrancar to casually stop it with his right hand.

"WHAT ARE YOU!?" The Quincy demanded.

Ulquiorra simply glared at the Quincy then as his wings unfolded behind him before he spoke.

"I'm Batman."

The Arrancar quickly delivered a powerful punch to Nanana's gut then, knocking Nanana completely unconscious. He slowly turned around then as the darkness faded and Levy approached.

"Bambi made you watch one of her movies, didn't she?" Levy asked.

"How did you know?" The Arrancar inquired.

"...Just a hunch."


First of all, I hope you all enjoyed the omake. I won't be doing them every chapter, but I'll bring them whenever I can think of something that fits the mood. But given the nickname I had Bambietta give Nanana and Ulquiorra's ressurecion, I felt it was the perfect time for a silly joke like this one.

Now, as for the chapter itself, I'd like to go over a few things. First off, the MPFs.

MPFS:

Levy: 970

Shaz: 1230

Levy: (Getsuga) 2000

Millianna: 250

Yoshi: 1800

Rukia, Shikai: 2950

NaNaNa: 2400

Ulquiorra: 5250

NaNaNa (Vollstandig): 4879

Ulquiorra (Underbelly Nerf) 2170

Ulquiorra (Ressurecion, UnderBelly Nerf): 8000

(Note that Ulquiorra's full power in Ressurecion would be greater without the "U" affecting him.)

With that all out of the way, let's start with Levy. As you all know by now, I've decided to take liberties with how solid script works. I already made the decision to make it possible for Levy to "buff" herself with certain words by writing them on her skin, but this time around I decided to take things a step further. Now I've already gone into a little bit on the "names have power" with how using magic in fairy tail without calling the attacks are weaker than they are if you do, so considering Levy's whole magical gimmick is using words for power, then I personally felt that having her being able to use other techniques with her magic could lead to making her battles more interesting. I've been wanting to find a way to make her more and more relevant, and I think this will do just that.

Shaz I always found had an interesting design, and when I found out that he was just a creation of Gremmy, well it made making a backstory for the guy fairly easy. The same goes for a lot of the Stern ritter used in this arc...with one exception. No matter how hard I tried, I just could not think of a way to create an interesting backstory for NaNaNa. For every other Stern ritter I have at least a vague idea what their past was like, but this guy? I just couldn't find the motivation, I really couldn't. Sorry to any fans of his character (Assuming any exist). I'll try to have some kind of backstory when we see him again, but for now, this is just the way things are.

Rukia's fight with Yoshi really wasn't meant for character development, as my plans to help Regai Rukia grow as a character will come into effect in a later arc, but I figured it would be good to showcase just how far she's gone since her fight with the bount, who, quite frankly, I feel would have lost to Rukia anyway's under normal circumstances if not for her using a hostage, or Rukia's soul reaper powers being very weak at the time.

Ulquiorra's development in this fight is the one thing I'm slightly worried about. Part of me isn't so sure if he's growing a bit too fast, but I feel as long as I keep him as the stoic, calm, cool, and collected character that fans love, then I feel making these small steps when I am made for a compelling character arc.

I have more in-depth growth planned for future battles, however, so stay tuned for more as we go through the tower of heaven! Please leave me a review as a sign of support and let me know what you thought of this chapter!