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"I envy because of the heart. I glutton because of the heart. I covet because of the heart. I am prideful because of the heart. I sloth because of the heart. I rage because of the heart. Because of the heart, I lust for everything about you."
Loly and Menoly plan to attack Orihime while Ichigo and Ulquiorra continue to battle.
Loly Aivirrne and Menoly Mallia are running up the stairs of a pillar, Menoly telling Loly that maybe they shouldn't be doing this and that she doesn't want anything to do with Orihime Inoue any more. Loly responds saying that this is their chance to finally take her down.
Ichigo and Ulquiorra continue to fight, Ichigo just barely missing a stab to the head. They continue to clash blows as Orihime watches. Ichigo assures himself that it'll be okay since it was just like fighting him with his hand only that the reach is longer. He tells himself to look closely at Ulquiorra's movements and just then suddenly grabs his sword arm, and slashes him right across the chest. The attack made Ulquiorra jump back, but left him with a nick. Confident, Ichigo tells him that he can read his movements much easier than before, either because Ulquiorra became more Human or he more Hollow.
Ulquiorra seems taken aback by this statement before telling Ichigo that it must feel good to be able to follow his movements now. Ulquiorra suddenly appears above Ichigo and slices right at his head. Ichigo quickly dodges, but just then Ulquiorra suddenly appears behind Ichigo and attempts to deliver a powerful slice to his back. But his attack is stopped by none other than Orihime's shield. The shield breaks away and both Ichigo and Ulquiorra pause, the Espada glancing back at a determined Orihime.
Orihime's Santen Kesshun successfully saves Ichigo. He and Ulquiorra continue to fight, but soon after Orihime is grabbed by Loly and Menoly. In the middle of this situation, Yammy arrives.
As Yammy Llargo is eating, a small Hollow dog starts barking at him and Yammy angrily throws a bone at it, scaring it off before yawning. He gets up from his seat and tells himself he probably better get going and leaves the room.
Meanwhile, Orihime's Santen Kesshun that she summoned up to protect Ichigo from Ulquiorra's blow shatters away. Ulquiorra immediately turns to Orihime and asks why she was helping him and why she didn't protect Ichigo from some of his blows earlier. Orihime has a hard time answering his questions and says she doesn't know before being cut off by Ulquiorra. Before he can say much more, Ichigo interrupts and tells Ulquiorra to shut up and Orihime to keep her distance. Ichigo then mentions to Ulquiorra that he's being pretty chatty before starting up a Getsuga Tenshō. Ulquiorra tells him that he should know by now that Getsuga don't work on him, but ends up surprising him seeing Ichigo charge at him with a Getsuga-charged Zangetsu. Ichigo strikes him, but Ulquiorra blocks him. Ulquiorra tells Ichigo that it's not going to work on him because he couldn't even beat him with his Hollow mask when they fought last time.
Suddenly, Loly and Menoly appear behind Orihime and grab her. Loly tells Orihime that since Aizen doesn't need her anymore, she can do whatever she wants to her. Loly then rips off part of Orihime's clothes on her shoulder.
Ichigo turns around and notices Loly and Menoly attacking Orihime. He charges at them, prepared to let loose a Getsuga, but Loly threatens him to stay back or otherwise she'll pluck out one of Orihime's eyeballs. Before Ichigo can attack, Ulquiorra appears in front of Ichigo and blocks his attack. Ulquiorra tells Loly and Menoly to not get the wrong idea that he was helping them only that Ichigo must first kill him before he can fight anyone else. Ichigo angrily shouts at Ulquiorra to move, but before he can respond, Yammy pops out of the floor in front of everyone.
Yammy attacks both Loly and Menoly before attempting to move onto Orihime. Before he can do anything else, Uryū appears and stops him using a specially-made Arrancar landmine created by Mayuri.
Crawling out of the rubble of the floor, Yammy greets Ulquiorra and tells him he has come to help. He sees Ichigo off to the side and asks Ulquiorra if he can take care of Ichigo, noticing that he had gotten stronger since the last time they had met. Ulquiorra tells Yammy to go to Karakura Town and take care of the captains there instead. Yammy suddenly notices Loly, Orihime Inoue, and Menoly off to the side and whacks Menoly against the wall. He then asks Ulquiorra what they were doing here and Ulquiorra just simply replies to ask them himself. Yammy reaches out towards Loly with his hand, planning to kill her. Before he reach her, Loly pulls out a hidden Zanpakutō and cuts his hand with it in defense.
Seeing Orihime open, Ichigo attempts to go to her, but is once again blocked by Ulquiorra reminding him that he has to take care of him first.
Loly releases her Zanpakutō, saying she didn't come here to get killed by Yammy. She starts to attack him saying that she's going to kill both him and Ulquiorra. Before she can inflict any damage upon Yammy, he smacks her down with one of his fists. He then picks her up in one hand, shoves her into the wall of the pillar they are inside of, dangling her from above the long drop down. Yammy, seeing how she was now dead, drops her down the pillar and returns, asking Ulquiorra if he can now kill Orihime.
Before he can say anything else, suddenly Uryū Ishida appears from the hole that he had smashed in the pillar wall and shoots an arrow at his shoulder, dropping him to his hands. Yammy demands to know where Uryū had come from and turns around so he can face him. Uryū comments that Yammy must be tough since his arrow did not pierce him. Yammy then takes a step forward and suddenly is blasted by an intense explosion. Uryū says that they were land mines created by Captain Mayuri Kurotsuchi that were specifically created for use on Arrancar.
The explosion created by Uryū's landmine makes Yammy plummet to the bottom of the pillar. Ichigo entrusts Orihime in Uryū's care and takes off to fight Ulquiorra on top of the dome of Las Noches. Ulquiorra then begins to release his Zanpakutō.
The explosion by Uryū's land mine creates a hole in the floor and Yammy barely grabs onto the ledge, saving himself from falling down to the bottom. Uryū says that he is the Yammy that Szayelaporro Granz had mentioned. He also says it's too bad that he showed up or otherwise Yammy would have gotten to fight longer. With that, Uryū tells him "Mala suerte", meaning "Tough luck" in Spanish. The ledge where Yammy was holding on to gave away and he falls down the hole. Uryū says that that he broke the pillars on every floor on the way up so Yammy will most likely fall all the way to the bottom.
Uryū and Ichigo then chat with each other, Uryū explaining to Ichigo what took so long for him to get there and that he had hidden the land mine on the ceiling of the level below them. Ichigo then turns away, asking Uryū to take care of Orihime and if she cannot defend herself with her Shun Shun Rikka, then protect Orihime with his body. Uryū tells him he would have done so even if he hadn't asked.
Ichigo turns to Ulquiorra and tells him he'll show him the Hollowfication he had wanted to see, forming his mask upon his face. He immediately attacks Ulquiorra, cracking his Zanpakutō. Ulquiorra dodges one of Ichigo's Getsuga Tenshō and their battle is taken outside the pillar. Ulquiorra charges a Cero and blasts it at Ichigo, but blocks it with Zangetsu. Ulquiorra suddenly appears behind him and starts to make his way up to the fake sky of Las Noches. Ichigo follows him, demanding to know where he's going. Ulquiorra and Ichigo blast right through the ceiling of Las Noches and are now on top of the dome. Ulquiorra then tells Ichigo that Espada above Cuatro are forbidden to release their power. He then begins to release his Zanpakutō with the words, "Enclose!"
Rukia continues her fight with Rudbornn. Meanwhile, at the top of the dome of Las Noches, Ulquiorra releases his Zanpakutō and attacks Ichigo.
Rukia Kuchiki continues her fight with Rudbornn, destroying one of his Calaveras. Rudbornn asks if she was afraid of the god-like power of his Zanpakutō, Árbol, and its power of generating an unlimited amount of faithful Calaveras for him to command. More Calaveras sprout from his branches and immediately attack Rukia. He then goes on to say that even with the power that Aizen gave him, he was unable to become an Espada. Suddenly Rudbornn turns around and looks up at the fake sky of Las Noches, noticing that Ulquiorra had broken through the dome to the top.
Ulquiorra, on top of a pillar, starts to tell Ichigo that several things forbidden to do inside the dome, one of which is for Espada Cuatro and above to release their power. He says that if one does so, it would destroy Las Noches. With a burst of black spirit energy, Ulquiorra releases his Zanpakutō. Ichigo watches in shock as the black spirit energy falls from the sky like rain. Ulquiorra tells Ichigo not to let his guard down for an instant before suddenly appearing right in front of Ichigo, ready to slash him. Ichigo reflexively uses Getsuga Tenshō, saving his life. Only a portion of Ichigo's Hollow mask was sliced off. Ulquiorra said that if he didn't do that, his head would be at his feet.
Ichigo and Ulquiorra fight, but Ichigo is no match for Ulquiorra's released form. Ulquiorra then shoots a giant black Cero at Ichigo, enveloping him in the blast.
Part of Ichigo's Hollow mask is sliced off by Ulquiorra's attack. Ichigo realizes that he is no match for him. Ulquiorra tells Ichigo that he has gotten stronger with his Hollow mask, but he was still able to shatter it. Ulquiorra says its too bad before attacking Ichigo.
Back down inside the dome, Uryū realizes that the sky in Las Noches was a fake. He notices Orihime's worried expression and assures her that Ichigo will win.
Ichigo slows himself down from Ulquiorra's attack by sticking Zangetsu in the ground. He quickly restores part of his Hollow mask before Ulquiorra locks swords with him. Ulquiorra then tells Ichigo to use Getsuga Tenshō right now to show him how much more powerful he was. Ichigo pushes him back, remarking that he was planning on it and releases one right on Ulquiorra. The Espada comes out of the blast completely unharmed stating that he was only a human, after all. Though he does comment that his Getsuga is pretty similar to his own black Cero. Immediately after, he releases a giant black Cero right at Ichigo, enveloping him in the blast.
Ichigo continues his fight with Ulquiorra while Orihime asks Uryū to bring her on top of the dome. Ulquiorra tells Ichigo that he does not know true despair and transforms into a new form.
The chapter starts with Ichigo being enveloped in Ulquiorra's black Cero. The blast shatters Ichigo's mask completely off his face.
Down below the dome, Uryū and Orihime are shocked by the incredible Reiatsu from Ichigo and Ulquiorra's battle. Orihime then desperately asks Uryū to bring her to the top of the dome. He reluctantly agrees to do so.
Ichigo, beat up from Ulquiorra's black Cero, falls from the sky. Ulquiorra suddenly appears and hits him into a nearby pillar. Ulquiorra then proceeds to tell him that Humans will never be the equals of Hollow's. Ichigo then struggles to stand up, but before he can attack, Ulquiorra yells at him, telling him it's useless before slashing Ichigo across the chest. Ichigo once again goes flying through the air from the blow, but Ulquiorra easily catches up to him and attacks him once again.
Ichigo and Ulquiorra are now at the top of one of the pillars. Ulquiorra holds up a weak Ichigo by his ragged Shinigami outfit and questions him why he doesn't give up when it's obvious to see the differences in their strength. Ichigo asks Ulquiorra if he just thinks that he should give up just because he is stronger than him. Ichigo then tells Ulquiorra that he will defeat him. Ulquiorra tells him it's nonsense and says that he does not know true despair. Ulquiorra then transforms into a new form.
Ulquiorra attacks Ichigo in his new form, still having a major advantage over him. Uryū and Orihime finally make it to the top of the dome to see Ulquiorra blast a hole through Ichigo's chest.
Ulquiorra tells Ichigo to look at his new form; that this is true despair. Ichigo's eyes widen in shock.
Uryū and Orihime make their way to the top of the dome on a Spirit Energy "surf board" created by Uryū. Uryū tells Orihime that he only learned that he could create one in Hueco Mundo halfway through, first learning he could make one in the Garganta. He says that he might have been more useful if he would have realized it sooner. Suddenly, when close to the top of the dome, they are shocked by an intense Spiritual Energy coming from the top of the dome. Uryū describes it as an ocean above the sky and tells Orihime that they have to hurry.
Ulquiorra tells Ichigo that his new form is the second stage to his Resurrección and that he is the only Espada that has ever reached this stage; that not even Aizen knows about it. Ichigo raises his Zanpakutō to fight and Ulquiorra notices that Ichigo still thinks he can win before remarking that he'll rip Ichigo to shreds to make him understand. Ulquiorra attacks him mercilessly.
Ichigo tries to fight him with his Hollow mask, but continues to get beaten up. Ulquiorra tells him that he doesn't understand why he continues to fight. He smashes him into more pillars and tells Ichigo that it is because of his heart that he will die. Ichigo says that he doesn't fight because he thinks he can win, but because he has to win. Ulquiorra says its simply nonsense.
Uryū and Orihime set foot on the roof of the dome. They immediately spot Ulquiorra and Ichigo at the top of a pillar, the fourth Espada holding Ichigo up by his neck with his long tail. Ulquiorra acknowledges Orihime's arrival and tells her that to watch closely; to watch the man she put all her hope in die. He then charges up a Cero and blasts it right through Ichigo's chest.
Uryū attempts to attack Ulquiorra but is easily overpowered. Orihime calls out to Ichigo and suddenly his hair starts to grow in length.
Orihime watches in shock as a hole is blasted right through Ichigo's chest at the top of the pillar. Ulquiorra then releases Ichigo's body and lets it drop down the side of the pillar. Orihime screams out and catches him with her Santen Kesshun. Ulquiorra appears in front of Orihime and tells her that her powers cannot bring him back to life. Uryū suddenly appears from behind Ulquiorra and fires at him with his bow only to have Ulquiorra deflect his attack with one of his large wings. Ulquiorra turns to face Uryū who proceeds to attack him with his arrows, allowing Orihime to run over to Ichigo. Uryū attacks Ulquiorra with his Licht Regen, but Ulquiorra is completely unharmed by the attack. Ulquiorra tells Uryū that he's shocked, that he thought Uryū was the calm one out of all of Ichigo's friends. Uryū replies that he is calm, that's why he can fight him.
Orihime calls out her Sōten Kisshun and starts to heal Ichigo. She drops down to her knees in front of Ichigo and looks into his dead eyes before starting to cry. Orihime starts to have a mental breakdown, asking herself what should she do. Suddenly, Uryū flies by her, blood dripping down from a stump where his left hand used to be. Uryū tells her not to worry; that he already stopped the bleeding and to take care of Ichigo. He charges at Ulquiorra with a Seele Schneider only to be simply struck down by one of Ulquiorra's blows.
Frightened, Orihime calls up her Santen Kesshun in front of Uryū only to have it easily broken to pieces by Ulquiorra's tail. She mentally tells Ichigo that she doesn't know what to do anymore before finally desperately shouting out to Ichigo to help her. In response, Ichigo's hair suddenly grows into a long mane...