Ulquiorra tells Ichigo that he was the one to kidnap Orihime and the two of them begin fighting.
As Ulquiorra goes down the staircase, Ichigo remembers who he is and states his name. Ulquiorra tells him that that's odd since he never told him his name, but then changes the subject and states that Rukia is dead. Ichigo tells him he's lying since he isn't even fighting her, but Ulquiorra states that Aaroniero has the ability to convey all the information about the enemy he's fought to his comrades.
After sensing Rukia's spiritual pressure disappear, Orihime yells for someone to let her free.
Ichigo tries leaving and Ulquiorra asks him where he's going. He states that he's going to save Rukia and Ulquiorra asks him if it's really all right to leave him here without killing him. Ichigo states that he has no reason to kill him since he hasn't harmed any of his friends, but Ulquiorra states that he was the one who kidnapped Orihime and took her here. Ichigo immediately attacks Ulquiorra with his Zanpakutō, but he easily blocks it with his hand. He states that Orihime didn't really come to Hueco Mundo of her own free will after all and Ulquiorra states that he's shocked that they still had some doubt in their hearts. Ichigo tells him that because of what he did Orihime has been branded a traitor and Ulquiorra states that if that wasn't the case then there would have been some miscalculation. He then asks Ichigo if he has some reason to fight him and Ichigo puts a small distance between the two of them. He tells Nel to get back and he activates his Bankai along with his Hollow mask. He attacks Ulquiorra with all of his might and sends him flying through some pillars. As Ulquiorra wonders what he is, Ichigo fires off a Getsuga Tenshō. He tries to block it with just his hands, but the Getsuga Tenshō is able to break through his strength.
Ulquiorra easily defeats Ichigo and reveals himself as the 4th strongest Espada.
As Ichigo's Hollow mask begins to fall off Nel tackles him and begins crying. She tells him not to use that power anymore and Ichigo apologizes to her. They then decide to leave, but Ulquiorra comes back relatively unharmed and asks him if that was all the power he had. He then fires a Cero at Ichigo which ends up sending him through a wall and into an area of Las Noches similar to the outside of the palace. Ichigo, with Nel in his arm, begins running away, but Ulquiorra easily catches up to him and kicks him into the inside of a tower. Ichigo begins breathing heavily and Ulquiorra confronts him yet again. He tells Ichigo he had used his mask when he fired off his Cero and tells him it was an impressive reaction time. He then tells Ichigo to surrender, but he simply raises up his Tensa Zangetsu to Ulquiorra's heart and states that no ones going to surrender. He then tells Ulquiorra that since he's the strongest of the Espada, beating him would mean that the rest of the Espada would just be clean up. Ulquiorra grabs Ichigo's Tensa Zangetsu and states that that's a shame. He then brings down Tensa Zangetsu, tearing part of his shirt to reveal a tattoo with the number 4. Ichigo is shocked by this and Ulquiorra fully introduces himself. He then stabs Ichigo's chest with his hand and tells him he can't win no matter how many times he stands up.
Ulquiorra leaves Ichigo for dead and Uryū comes to aid Renji.
As Ulquiorra leaves, he tells the dying Ichigo that he overestimated him and that if he can still move to just leave Las Noches. Ichigo's Zanpakutō then reverts back to it's Shikai form.
As Orihime senses Ichigo's Reiatsu disappear Loly and Menoly enter the room and state that their going to have some fun.
Renji swings his Zanpakutō at Szayelaporro, but he dodges it and breaks off a piece of the Zanpakutō. He throws it to Lumina and Verona to play with and then tells Renji that his Zanpakutō is incredibly simple and he's lost interest in him. He then states that he's going to end the battle and sends out his Fracción. Szayelaporro explains to Renji that Fracción are the subordinates to the Espada and are any Arrancar ranked 11 and above. He then states that some Espada have no Fracción while others can have a small army. Szayelaporro explains that his Fracción are unique since they are Hollow's he modified that Aizen transformed into Arrancar. He then decides to send them out to kill Renji, but someone comes and kills one of the Fracción. The person is revealed to be Uryū who states that the walls should have been made with Sekkiseki. He then tells Renji that he's looking pretty bad.
Loly begins fighting Orihime and tells her that there is no way someone can beat an Arrancar with mere Human strength. She then starts getting louder and Menoly tells her to do this a bit more quietly. All of a sudden, Grimmjow destroys the door to the room and enters it.
Grimmjow saves Orihime and Uryū begins his battle with Szayel.
As Loly asks Grimmjow what he's doing here she gets kicked in the stomach by him and sent to the other side of the room. Menoly angrily punches at Grimmjow, but he easily catches her punch with his hand. He then fires off a Cero from his hand, killing her. An injured Loly tells Grimmjow that Aizen won't be happy with this but Grimmjow slams his foot on Loly's leg. As she begs for her life Grimmjow rips her leg off and she yells at him that Aizen won't let him get away with this. Grimmjow finishes her off and states that Aizen doesn't care about people like her. He then goes over to Orihime and states that he helped her for healing his arm. He then grabs her and tells her that now that he's paid off his debt to her, she's going to help him.
Szayel's Fracción begin yelling at Uryū for killing one of their own and Pesche asks Uryū if they were scared by his sudden entrance. Uryū tells him to be quiet since him coming out would ruin the tension. All of a sudden, Szayelaporro yells for his Fracción to be quiet and to listen to what Uryū wants to say. Uryū thanks him for consideration and asks Szayelaporro if he's an Espada. He states that he is and that he's number 8. Uryū is glad by this as 8 isn't that strong of a number and Szayelaporro tells him he's still stronger than him. Szayelaporro then asks him who he is and Uryū states that he's a Quincy. He then begins to laugh madly and states that he has incredible luck to meet a Bankai user and a Quincy. He then states that if he was Yammy he would be shouting Suerte right now. Uryū then appears behind him and states that he doesn't know about Yammy, but being able to fight an opponent that has this many openings wants him to shout Suerte as well. He then shoots a Quincy arrow straight towards Szayelaporro.
Uryū's arrow pierces through Szayelaporro's neck and his Fracción believe him to be dead. However, the arrow explodes and Szayelaporro stands back up with no injury at all. He then tells Uryū that he knows about all of his abilities from his fight with Cirucci.
Menoly wakes up alive and Loly explains to her that Orihime healed them. Loly then wonders what Orihime is and calls her a monster.
Uryū begins fighting Szayelaporro's Fracción, but his arrows barely do any damage to them. His Quincy bow then disappears and one of the Fracción punches at Uryū. However, Renji stops the blow and tells Uryū that his specialty is finding the flaws in enemies and asks him if this enemy has any flaws as well. Uryū tells him that there is and Renji pushes the Fracción away. He then tells Uryū that he's gonna trust him and to not to screw up. Uryū tells Renji that he won't cause any problems as long he doesn't screw up.
Uryū asks Renji how long he can hold down Szayelaporro and Renji states that it can only be for 20 seconds. He tells Renji that that's more than enough time and the two of them begin their plan. Szayelaporro tells his Fracción to step back as he wants to see what they'll come up with.
As this is happening, Pesche slides down to the battlefield and notices Dondochakka stuck in the ground. He decides to rescue him while trying not to get noticed by the Fracción. He gets through without being seen, but as soon as he gets there Dondochakka breaks out of the ground. He yells out Pesche's name and begins hugging him but because of this the Fracción notice him. However, they get knocked down by something.
Renji begins swinging his Zanpakutō above his head and attacks Szayelaporro. Szayelaporro is able to deflect the Zanpakutō, but Renji goes straight towards him and grabs Szayelaporro's neck. The Zanpakutō then surrounds the two of them, making them unable to move. Renji tells him that while there's a huge difference in their power, he will still be able to hurt him if he's up at close range. He then states that he's bad at Kidō and that whenever he attempted it the spell would just explode. He then tells Szayelaporro that there going to have a contest to see who's tougher and uses Hadō #31 Shakkahō. The spell explodes and Szayelaporro gets out with some injuries and Renji falls to the ground. As soon as this happens, Uryū appears behind Szayelaporro and tells him that whether or not Renji's attack worked, he knew he would make enough distance between the two of them to get out of his range of attack. Szayelaporro counters him by stating that he has a habit of appearing behind his enemies and asks Uryū if he thinks he's won. Uryū tells him that he has and 5 Seele Schneider's surround Szayelaporro. Szayelaporro states that this is impossible as the Reiatsu of his weapons should have been sealed and Uryū tells him that it just shows that there are things in this world that he doesn't know about. He then tells Szayelaporro that he'll explain his situation in his language and says "Hasta aqui". Uryū then pours a drop of spiritual particles where Szayelaporro is and a huge explosion engulfs him.
Szayel survives the blow and leaves to change his clothes.
The symbol Ishida made on the ground explodes, along with Szayelaporro. His Fracción comes running and calling his name. Pesche asks Ishida what was that technique. Ishida answer that it's called Sprenger. Using the Seele Schneider and a Sliver tube to destroy whatever inside of the sketched formation. Seele Schneider is equipped with a function to store spirit particles in its pommel for when you fight enemies who disperse them. By expending the stored particles, you can temporarily restore the blade. Using that, you draw the Quincy symbol on the ground. Then, by pouring a drop of the enriched spirit particles inside the silver tube onto it, you trigger an enormous explosion inside the arrangement. It's powerful, but it takes a lot of time to prepare, so you can use it on directly in one-on-one fights. That is, unless you have a helper that you can depend on. Renji tells Ishida that flattery won't get him anywhere, which Ishida replies that his gratitude is sincere. But suddenly, Szayelaporro comes out from the smoke of the explosion, badly wounded. Ishida comments that he's surprised that Szayelaporro can still standing after that. Szayelaporro says that he has analyzed Ishida's Reiatsu, so even if it's a technique he's never seen, the Reiatsu is still his. By diffusing the impact, Szayelaporro can at least reduce the damage. Then he grabs Lumina, eats it and his wound heal. Verona runs to Lumina, but Szayelaporro tells him that he will make him a new one later. Then he tells Ishida and Renji that his Fracción are regenerative medicine, if he devour them when he's injured, his wound will heal, he made them that way. Ishida calls him a monster, which Szayelaporro says that he would prefers to be called a "genius". Then he turns away, saying that he has to go change his clothes, because if he's preoccupied with his shabby appearance, he can't fight very well. And while he's changing, he hopes that Renji and Ishida can think of their next plan. Because when he's changing, he will be thinking about how grotesquely he's going to butcher the both of them.
Nel is calling Ichigo, but he's just laying there. She climbs down to him, crying and tells him that he can't die. But suddenly, Grimmjow appears and tells her to piss off.
Nel recognizes Grimmjow as the Sexta Espada. Grimmjow himself ignores Nel, instead focusing on Ichigo - kicking his body to make it lie on its back. He then produces a bound and gagged Orihime from under a cloth. Upon releasing her form her restraints, Grimmjow orders her to fix Ichigo - much to her surprise.
In Orihime's cell, Ulquiorra finds Loly and Menoly alone and demands to know what happened. In the meantime, Nel recounts how Ichigo got hurt trying to protect her and begs Orihime to save Ichigo. Annoyed with Nel's crying, Grimmjow tells her to shut-up and threatens to hurt her if she doesn't. As Nel quietens, Grimmjow adds that Ichigo will get better and to just watch. However, Orihime was experiencing difficulties in rejecting the Reiatsu covering Ichigo's wound. This prompts her to ask who had done this to Ichigo. Ulquiorra, Grimmjow informs her. About the same time, Ulquiorra learns from Loly and Menoly that Grimmjow had been the one to take Orihime from her cell. Meanwhile, Grimmjow goes on to explains that Ulquoirra, consciously or unconsciously, tended to put a hole in his prey in the exact location where his own hole is. As Ulquiorra leaves Orihime's cells, Grimmjow tells Orihime that he will show Ulquiorra what happens when he steals someone else's prey. As he says this, Ichigo comes to and registers the presence of Orihime and Nel. The two of them are overjoyed to see Ichigo moving around, but Grimmjow orders Orihime to focus on healing Ichigo. When Ichigo wonders what Grimmjow is doing with Orihime, Grimmjow replies that he is there so that they can settle their score. Orihime is shocked to learn that Grimmjow is getting her to heal Ichigo, just so he can't fight him, but Grimmjow angrily tells her that she should shut-up and getting moving. Pointing out that he let her bring him back from the brink of death and that Ulquiorra will figure out what's going on soon and come back. Even as he says this, Ulquiorra Sonido's in.
After getting Ulquiorra out of the way, Grimmjow readies for his battle with Ichigo.
Ulquiorra demands to know what Grimmjow is up to. Grimmjow does not answer, prompting Ulquiorra to repeat his question - demanding to know what Grimmjow is doing going out of his way to heal the injuries of an enemy Ulquiorra had already defeated. Neither Grimmjow nor Orihime returns a reply. Accepting their silence, Ulquiorra points out that Orihime has been placed in his care by Aizen himself and orders Grimmjow to hand her over. Grimmjow tells Ulquiorra to go fuck himself, adding that Ulquiorra is being awfully chatty today and attacks. Grimmjow's attack is blocked by Ulquiorra, but the former is unfazed and taunts the latter - demanding to know if Ulquiorra is afraid to fight Grimmjow. Grimmjow resumes his attack, but Ulquiorra dodging, counter-attacking by appearing above Grimmjow and attempting to fire a Cero. Grimmjow counter with his own Cero and the resulting explosion destroys the walls of the room they were in. Taking advantage of the dust, Grimmjow appears behind Ulquiorra and slips a cube into Ulquiorra's Hollow hole. Ulquiorra just has time to curse as he is engulfed and sucked away.
Orihime wonders what just happened. Grimmjow explains that he used a Caja Negación, a box given to the Espada by Aizen to punish their subordinates. They can imprison for eternity weaker Arrancar in a separate dimension, but they were not designed for Espada and given Ulquiorra's power, they only have 2 or 3 hours. He then tells Orihime to hurry-up and heal Ichigo, but Orihime refuses on the grounds that Grimmjow will just hurt Ichigo again. Grimmjow grabs Orihime by the throat and starts to choke her, but is stopped by Ichigo, who tells Grimmjow to let her go. Ichigo then asks Orihime to heal his injuries and then to heal Grimmjow's. Grimmjow demands to know what Ichigo is playing at, but Ichigo explains that he wants to settle things between them once and for all on even grounds. Grimmjow agrees and is delighted at the prospect.
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