Fifty years ago...

'Now I introduce all the current Quinto Espada Nelliel Tu Odelschwanck!' Barragan Luisbern announced to the subjects of his court, with the other Espada clapping and or looking at her in approval.

All except for Nnoitra who stared down at her in contempt. Yet to his surprise, the newly promoted Espada noticed him and stared back, who then look away in disgust.

An hour later, in one of the hallways of Las Noches.

'Hello there...' Nelliel asked pleasantly to Nnoitra who backed away in surprise. 'You must be the Octava of the Espada, right?

Nnoitra then growled at her. 'Yeah, so what is it to ya?'

'Well, I just can't help but notice you disapproved of me rising up in the ranks, so did you want to achieve it yourself?

A tic then formed on the man's face in irritation. 'It has nothing to do with me getting the rank or not...' he pointed the enormous crescent blade of his zanpakuto at Nelliel's face 'I just can't stand that a lowly woman managed to stand above me.'

Nelliel then raised an eyebrow at Nnoitra's statement... 'So you are upset with me...because I am a woman that is stronger than you?'

The Espada then bared his teeth in fury. 'Don't try to play dumb with me, you bitch. It is unnatural for the weaker sex to stand above their superiors, and when I eventually take you down, I will make sure everyone around here is aware of that!'

Nelliel then stared at Nnoitra for a moment...and then smiled. 'Well, good luck with that, Mr. Octava, ' she said pleasantly and then walked away while Nnoitra continued growling in annoyance.

One month later, on the training grounds

'Gawk!' Nnoitra cried out as Nelliel struck him down.

'You have to do better than just swing your blade around Nnoitra; otherwise, you will never surpass me!' Nelliel boasted with her back turn while the latter screamed in a rage and attacked once more. Only for Neiliel to sidestep him and kick at the back of his head. 'And you, if you are going to land a sneak attack, be sure to be quiet before launching it!'

Then all of a sudden, the watch on her wrist beeped.

'Oh, it's lunchtime!' Nelliel declared loudly before grabbing a lunch hidden from the bushes, opening it, taking out a pair of sandwiches, and placing it on a table. At the same time, Nnoitra reluctantly sited beside her and took a bite out of his.

'I have to say that in the short time you have been trying to kill me. You improved quite decently, Nnoitra' Nelliel complemented, while Nnorita just rolled his eyes.

'I would rather not receive brown nosing when eating my lunch if you don't mind, and I would be in a better mood if you didn't insult me by constantly sparring my life,' he spatted, but Neiliel just chuckled at him.

'How can you become the strongest if you end up dead before you achieve it? I mean, you can have it one or the other, not both,' She corrected, but Nnoitra just slammed his fist on the table.

'And who are you to say that I can't! Because if there is a way I want to end my life, it's to die on my two feet while drowning in my blood!'

Neiliel then looked at Nnorita in curiosity. 'Well...I suppose you could achieve both then...' she pondered while Nnorita looked at her in confusion. 'If you die after becoming the strongest, right?'

Nnoitra then looked at Neiliel for a moment and then shrugged. 'I guess...But I still hate being spared and looked down upon...'

Nelliel then chucked at the man's statement. 'Well, I am sure if you keep pushing yourself during these sessions, you won't have to endure that much longer'

Nnoitra then looked at her for a moment and then snorted to himself. 'Whatever...'

Five years later, within the ruins of a shielded city.

'You were luckily Nnoitra...Neiliel commented while wrapping his wounds over his stomach. 'To think that the Quincy has developed a form beyond Letz Still and one that doesn't deprive them of their powers...'

Nnoitra then growled. 'Yeah, well, I still managed to kill that Sternritter despite the wounds he gave me, so it still counts this as a win for me.'

'Nelliel then bailed her fists and then sighed. 'Yeah, I guess it is a win for you,' she said pleasantly, but the male Espada could see through her act.

'Nelliel Is there something that's bothering you?' he said with annoyance yet a concern in his voice.

'I...she then paused. 'This may sound insulting to you Nnoitra but...I was afraid that you might have died in that attack if I hadn't found you and...' her hands began to shake. 'And given that you might not be so lucky next time, I...' she sighed. 'I am sorry I know that this may seem like me looking down on you, but-'

Nnoitra then placed his hands on Nelliel's shoulders and stared into her eyes, and shook his head. 'This is why I can't stand women being above me...they are so fragile emotionally and think others around them are like that too.'

Nelliel's heart then sinks in guilt, 'Forget I said-'

'That is not what I meant, idiot!' Nnoitra snapped at her, which made the fifth Espada look at him in confusion while he then rubbed his temples in frustration. 'What I meant is...is that while I find pity, especially yours degrading...I also know you don't look down upon me because of it.'

Nelliel then continued to stare at her comrade while Nnoitra went on. 'But I also know...' he rubbed his right hand at the back of his head and looked away in slight embarrassment 'That since I am much weaker than you in spite despite me being the 6th Espada now, and I am much more likely to die against these Quincy bastards, which in turn goes against my goal to become the strongest' He then gave his other hand to Neiliel' I will train myself that much harder to become strong enough achieve my goal and...so you won't have worrying about me'

Nelliel's heart then skipped a beat, and smiled warmly as she took Nnorita's hand.

'Of course'

Forty-four years later, in the medical bay of Las Noches

'WHAT DO YOU MEAN SHE CAN'T BE A ESPADA AGAIN!' Nnoitra screamed to the top of his lungs at Cein, who merely pushed up his glasses in annoyance.

'I don't know how else I can explain it to you,' Cein said disinterestedly. 'When the soul sleep and the soul chain are severed, within an Arrancar, their spiritual powers are permanently sealed away, and unless she undergoes reincarnation, she is essentially no more powerful than ordinary women and thus no longer worthy of her rank.'

Nnoitra then grabbed Cein by the jacket. 'Bullshit, there has to be a way to restore her powers, not when I have yet to prove my superiority to her!'

Cein then looked at Nnoitra skeptically. 'Surpass her?' He questioned. 'You have been well above her for decades now' The Espada then let go of the Alchemist coat and uneasily stepped back. 'During all of that time, you could have challenged Nelliel Tu Odelschwanck and beaten her handily if you wanted to' He then straightened up his shirt. 'And to be honest, even if her powers weren't sealed away, the demotion of her rank was long overdue'

Nnoitra then widened his eyes at Cein. 'You mean I could have taken her place the entire time!'

Cein sneered and shook his head. 'Oh please, don't act like this is news to you; the Espada are meant to be replaced and discarded when a stronger Arrancar comes within their ranks and while Nelliel served her station well. The very moment you came along and proved to be her superior. She was doomed to be demoted and eventually kicked out of the Espada entirely.' he then glared at Nnoitra's stunned face. 'The sealing away of her powers just merely accelerated it.'

The 6th Espada then looked away from Cein, who then sighed. 'But if it is any consultation...Barragan is willing to offer her protection and allow her to stay within the confines of Las Noches. So you don't need to worry about her being cast out and eaten by the rabble' Cein then turns his back to Nnorita. 'Consider yourself grateful' And with that last condescending remark, Cein left.

Later in Neilliel's bedroom.

Nelliel?' Nnoitra called out, and the former depowered Espada turned to face her friend, her eyes red from all the crying while her body was covered in bandages and lying on her bed.

'Well...I should take my own advice, huh?' Nelliel said softly. 'Here I was worried about you, and yet I never once considered looking out for myself' She then placed her left hand over her chest and traced the scar of the holy arrow that was shot by the Black Prince while trying to smile. 'And I...paid the ultimate price for that' Her smile then failed when she looked at Nnorita and then lowered her head. 'Tell Nnoitra, is this how you feel...being pitted, being looked down upon? she questioned while breaking down. 'Because if it is...then I rather...I rather-'

Nnoitra suddenly lunged at Nelliel and hugged her tightly, much to her shock and confusion.

'There is nothing wrong with feeling shameful about pity, and whenever you are a woman, strong or weak, I will never look down upon you. Just in the same way you never looked down upon me,' Nnoitra said calmly and Nelliel then began to sob his arms uncontrollably. 'For I swear to you, Nelliel, I will become strong enough to avenge you and make sure no one will ever look down upon us ever again.'

Present day...

Nnoitra coughed up blood as his Segunda Etapa form faded away from his body. With his organs torn, his bones broken, and his spirit crushed. Having been unable to accomplish anything, not dying the way he wanted, settling his grudge with Sado, or even avenging the one person who brought him out of his despair, and in the end, the only thing he could do was shed tears at his failure.

'Nelliel...I...I...' Nnoitra couldn't even finish his sentence as the last ounce of his life force faded from his body, and his eyes glazed over.

Meanwhile, during the battle against Ulquiorra, Orhime, and James.

'Hmm...' Ulquiorra pondered while looking in a particular direction. 'It would seem that Nnoitra has fallen to battle...even after using his Segunda Etapa' He then closed his eyes. 'How pitiful'

James then smirked at that comment. 'Are you so quick to Judge Espada!' He mocked. 'After all, you are in your own Segunda Etapa and have yet to beaten me, Ms. Orhime, or my squadron of heroes!'

Ulquiorra then looked at the army surrounding him and then sighed. 'Yes, that does seem to be the case...' He then glared down at all of them while placing a hand over his hollow hole. 'Which means that I have no choice but to use my full power on all of you

James and Orhime were then taken aback by what the pale man said.

'You mean...' She stuttered. 'You were holding back this entire time?'

Ulquiorra then turns his gaze at her. 'It's not like I suppressed my Spiritual power or healed back my blows, but rather upon becoming an Arrancar, I sacrifice the gain of attaining greater power to maintain my regeneration.'

James' jaw then dropped. 'You mean to tell me that even as the third Espada, he could have become much stronger!'

'Once that sacrifice has been made, it couldn't be undone...however, with the advancements in shinigmaication. That is no longer an impossibility' Ulquiorra then formed a fist over his hollow hole.

'Obtención De La Fuerza!' (Attainment of strength!)He uttered loudly and then suddenly, he was engulfed in a blazing storm of black and green Spiritual pressure tha before emerging into his new form.

His bat-like wings transformed into pure black Anglic ones that radiated a dark light. His fur turned into a black rope that covered his lower body while the upper half of his chest lay bare. His black tattoo took the shape of bloodied diamond stretched out from his Hollow hole, and his pitch-black hair was bleached into a ghostly white. Which were then contrasted by a pair of horns that looked darker than midnight and curved in the form of a dark halo.

While James, Orhime, and their comrades felt the pale man's power increased by many times fold much to their unease.

'Prepare yourselves, human and Quincy...' Ulquiorra begin to say while stepping down on the ground. 'For you all now shall face the true power of despair.'