Author's note: This tale was inspired by reading Ulquiorra's backstory in Unmasked, and realizing that for all it told us about the Fourth Espada, it left unanswered one of the most intriguing questions of all: why did he join with Aizen in the first place? There are a number of reasons why Ulquiorra and Orihime is probably my favorite Bleach pairing, and one of them is that the relationship between these two, as I see it, goes a long way toward answering that question, as well as providing a focal point for other interesting questions that are only briefly glanced at in the main series. To say much more would risk spoiling the story, so I will close for now, and leave you with the hope that you will enjoy reading this story as much as I enjoy writing it.

Author's note, addendum: According to the demands of my conscience, which were consolidated and focused by a reviewer who combined graciousness with a critical eye, I have expanded this chapter to almost twice its original length. Looking over it again, I realized the previous version seemed rushed, and the revisions focus primarily on physical descriptions and glimpses into the character's unvoiced thoughts – slowing down and gazing upon landscapes external and internal, as it were. I will be similarly expanding other chapters, though I cannot promise they will all be increased by the same magnitude.

I also removed the summary of prior events that I prefaced to this chapter in an earlier revision. Its purpose was to give readers new to the series a foothold, but since this story has now surpassed 40,000 words, the only people likely to give it so much as a glance are probably already familiar with the canonical material, at least up through chapter 353 or episode 272, which end where this story begins. (In case anyone should prove an exception to that rule, there are a number of fine online resources for anyone who wants background information without spending scores of hours reading or watching the whole series).

Disclaimer: Bleach was created by Tite Kubo and is published in Shonen Jump. Studio Pierrot is responsible for the anime adaptation, and Viz Media for the official English release. No copyright infringement is intended or should be inferred.

Chapter 1

"Are you afraid of me, woman?"

He had asked her that before – before Kurosaki-kun charged into the fifth tower to save her. She had denied it, but in truth she had been a little scared, especially after he began ranting about hearts and how readily humans spoke of them. The worst of it had been when he asked if he could find her heart by crushing her skull or ripping open her chest. But as she watched him reaching out to her, she realized that the question had changed. Before, he'd simply asked whether she was afraid. Now, he was asking whether she was afraid of him.

And she realized that the violence of his words at that time didn't come from wanting to do violence to her – it came from his violent desire to understand. She saw that desire in his brilliant green eyes, which were softer and more pained than she had ever seen them, and she saw it in his outstretched hand, which, like his eyes, had reverted to its human form. Instead of answering him, or by way of answering him, Orihime approached Ulquiorra until his hand was almost touching her, and raised her own hands chest-high.

"Souten Kisshun. I reject," she said quietly, and the familiar orange light surrounded Ulquiorra's mangled body. Ulquiorra's eyes grew wide, and had Orihime not been so focused on her task, she would have smiled. Anyone else would have been staring at her, open-mouthed; for Ulquiorra-kun, widening his eyes was as much surprise as he ever showed.

"Inoue," Ichigo said hesitantly, "what are you doing?"

"Please, Kurosaki-kun," she said, not looking at him, "it's easier if I concentrate."

"You're... healing him?" She could hear the shock, disbelief, and horror in his voice.

"Yes." She pressed her hands against the healing shield the orange light had formed, and frowned in concentration. She had healed life-threatening injuries before, and even brought people back from the dead, but it wasn't easy even with her full attention.

"Are you insane?" he blurted. "He killed me! Twice!"

"Yes. And a moment ago, you offered to mutilate yourself so you could have a fair fight with him." She turned to look at him for the first time since Ulquiorra had spoken, and there was a strange look in her eyes. It was mostly apologetic, but there was something else mixed in... sorrow? Regret? Reproach? What the hell did she have to reproach him for? Not for killing a Hollow, surely – that was his job as a Shinigami. Maybe she really was angry about his offer to continue the fight on even ground, but if so, this wasn't the way to go about it.

"Yeah, but... if he's back up at full, that's a different matter. I have no idea where that new form came from, or if I can get it back."

From his position on the ground, sitting against a rock, Ishida spoke. "Perhaps you shouldn't have revealed that to our enemy," he said through gritted teeth, and Ichigo smacked himself on the forehead. Why couldn't he ever think things through? If he had thought a little more carefully, maybe they wouldn't be in this weird, frightening situation. For his part, Ulquiorra was impressed: even with a missing arm and a sword wound to the gut, the Quincy was still thinking strategically.

"You needn't worry," the Espada said as the orange glow faded from around him, revealing that he had returned fully to his unreleased form, with his sword, Murciélago, sheathed at his side. His body was healed, but his uniform still hung about him in tatters. "You have my word that I will not attack you or your companions without provocation, Kurosaki Ichigo."

"Your word?" Ichigo said quietly as he looked away with a thoughtful expression. "You know, if you asked me an hour ago whether I would ever take the word of a Hollow, I would've laughed in your face. But when I'm fighting someone, I get a sense of him through his sword. I'm not saying I can read minds or anything like that, but I see the outlines of who he is." He looked back at Ulquiorra with a firm set to his face. "Anyone could tell you have no problem distracting an opponent in order to win... but I don't believe you would outright lie. The people you see as below you aren't worth it, and the people you see as above you wouldn't be fooled anyway. Is that about right?"

"You have good instincts, for a human," Ulquiorra answered in his usual monotone, slipping his hands into his pockets.

"Tch... I'll take that as a compliment," Ichigo smiled wryly.

"I don't lie, and I don't go back on my word," the Espada continued, as though Ichigo hadn't spoken.

"Does your word include Soul Society?" Ishida asked as Orihime began healing him.

"Good point," Ichigo nodded with a deeper frown than usual. "Does it include Soul Society?"

The Espada was silent for a moment. He glanced at Orihime to find her watching him expectantly, and focused again on Ichigo. "Do you consider them your companions?"

"Of course!" Ichigo couldn't believe he would even ask that – but then, he was a Hollow. Some of them might have understood loyalty, if only to bigger brutes, but not one of them understood compassion or friendship.

Ulquiorra nodded. "Then yes, it includes them. I will defend myself, if need be, but I will not attack them without provocation."

"What about humans?" Ishida asked, pushing his glasses up his nose. He was now fully healed, and unlike Ulquiorra's, his outfit had been completely restored. Ulquiorra's gaze focused on him.

"I am a Vasto Lorde, the highest class of Hollow. Even if I were interested in human souls, they would not be enough to sustain me."

"What about the ones you kill for fun?" Ichigo asked sharply. The fourth Espada turned his attention to the substitute Shinigami, and the cold, sharply cut emeralds of his eyes narrowed slightly.

"I killed one human unnecessarily, shortly after I entered Lord Aizen's service. I took no joy in it, and have not done it again."

"You expect us just to believe that?" the young man pressed, frowning.

"Didn't you say I stayed away from lies?"

Ichigo snorted. For all his pretensions, this Hollow really was perceptive – annoyingly so. "Just answer the question."

"I see…" Ulquiorra answered, returning to his neutral expression. "I don't enjoy unnecessary violence in any case. And devouring humans while I am trying to learn more about them would be worse than unnecessary."

Ichigo grinned wryly. "Oh, really? Why this sudden interest in us? I thought we were just trash to you."

It might have been a trick of the light, but the corners of Ulquiorra's mouth seemed to turn down fractionally. "You have defeated me, substitute Shinigami Kurosaki Ichigo. I no longer have a place here. Living among humans and learning about them may be interesting." He looked away, lost in thought. "Also..."

It was not like the Espada to hesitate, and Ichigo frowned. "Also what?" Ulquiorra looked at him, and Ichigo was startled to see that he looked lost. Only a little, to be sure – his stoic demeanor and inhuman certainty were still mostly intact – but from Ulquiorra, even that little bit was a revelation.

"For the first time, I wonder if I made the wrong choice in following Lord Aizen. Alone, not one of you was a match for us, and I was sure you would be devoured before you could even reach Las Noches. As it turned out, even killing you twice only slowed you down." He nodded ever so slightly in Orihime's direction. "I don't know how much of your victory is due to the heart this woman talks about, but it's far more powerful than I thought. It may even be able to defeat Lord Aizen himself."

All three of the humans were stunned. This was the last thing they had expected to hear from an Espada, let alone the one who was coldest by far. Even Orihime, who had spent more time with him than any of her friends, and who had seen the changes occurring in him, could scarcely believe her ears. Ishida was the first to break the spell of the moment, standing up and coughing.

"In any case," he interjected, focusing on Ulquiorra with a businesslike demeanor, "we should be getting to Karakura Town. You can open a portal, correct?" The Espada nodded. "Good. Then you won't have any trouble returning us there."

"Wait... 'us'?" Orihime asked, her eyes widening. She knew that Ishida was a Quincy, a line of superpowered humans who were sworn enemies of Hollows, and who had been nearly wiped out by the Gotei 13, the military arm of Soul Society. Ulquiorra, then, was a union of the two types of people he hated most – even so, was Ishida going to accept him? The Quincy saw the nascent hope in her eyes, and frowned.

"Don't get me wrong, Inoue," he said before turning his attention back to Ulquiorra. "It's not that I trust you. I've accepted that short of Kurosaki's new form, there's no point in fighting you – and even if he could summon that form at will, it seems to be at least as dangerous to us as it is to our enemies. Under the circumstances, the only reasonable course is to remain with you and ensure you keep your word."

"What about the fight below?" Ichigo put in. "Rukia, Chad, and Renji are still down there, and they're facing-" He cut himself off, realizing that one of the reiatsu from below had completely vanished.

"It seems that fool Yammy has finally met his match." Ulquiorra said without a trace of emotion. Ichigo's teeth clenched involuntarily.

"And you don't care? He was your comrade!" the young man shouted. Ulquiorra's expression didn't change.

"He was a fool who fancied himself far more important that he was. I will never understand why Lord Aizen insisted on feeding his delusions with nonsense about his Espada rank increasing when he entered his Resurreción."

Ichigo's fingers tightened on the hilt of his zanpakutou, Zangetsu, and Ishida cleared his throat.

"In any case," the Quincy interjected, trying to stave off an unnecessary tempest, "it seems the immediate threat to our friends is over. We should reunite with them and turn our attention to Aizen."

"Reunite with them?" Ulquiorra asked with the faintest hint of reprove. "I suspect they will not be as welcoming as you have been."

Orihime looked at him in surprise. Had Ulquiorra really just made a joke? She had learned to recognize the subtle changes in his face and posture that indicated shifts in his mood, signs so subtle that people who were not as familiar with him as she was would almost certainly miss them, but in this case, she couldn't tell whether he was joking.

"Well, I'll be damned if I'm leaving Inoue alone with you," Ichigo said with a scowl, his fingers tightening again on the hilt of his sword.

"As will I," Ishida added. He flicked his hand, a subtle movement, but one that dislodged the focus of his Quincy powers from his sleeve and left it ready in the palm of his hand. With that focus, which resembled a six-spoked wheel, he could channel his reiatsu into a bow and arrows – several hundred arrows per second. Orihime looked back and forth between her friends and her former captor with a worried expression. Things were likely to get very bad, very fast, if she didn't stop them, and she stepped between them before she had even figured out what she would say. Her friends looked at her in surprise, and she bit her lip.

"Kurosaki-kun, Ishida-kun... I was alone with him. You heard Aizen saying that I was no longer useful to him. Ulquiorra-kun could've killed me then, before you even showed up, but he didn't. I don't blame you for not forgiving him." She glanced toward Ulquiorra and smiled sadly. "To be honest, I haven't either... but I am willing to give him a chance to earn forgiveness." Ulquiorra slightly narrowed his eyes, but didn't say anything. Ichigo, on the other hand, was not willing to stay quiet.

"Why?" he asked bluntly, and Orihime's expression hardened.

"Why were you willing to give Byakuya-san a chance to earn forgiveness for promising to kill Rukia-san with his own hands?" she retorted. Ichigo's mouth opened and closed wordlessly. He'd never looked at it that way, and he scrambled for a response that would make sense.

"He... that's different. He's a Shinigami. This guy's a heartless monster."

"And you kill heartless monsters," Orihime replied.

"Of course. I'm a Shinigami, too."

She put her hand on his arm, and her expression softened into a plea for understanding. "You kill them, Kurosaki-kun... but I've spent my whole time here living among them. I know a thing or two about heartless monsters. And Ulquiorra-kun isn't one of them."

Ichigo clenched his jaw. "That settles it. Now I'm really not leaving you alone with him... not until I figure out how he's brainwashed you." Ishida straightened his cape with a resolved expression; clearly, he wouldn't be leaving her alone either. She sighed, and clasped her hands together in supplication.

"Just... give him a chance. If not for his sake, then for mine. Please?" She gave her friends her most ingratiating smile. Ichigo fought with himself, a war that was clear on his face, before sighing and turning his attention to Ulquiorra.

"Get us back to Karakura Town, Hollow," he said flatly.

"I do not take orders from you, Shini-" The Espada stopped as Orihime laid a hand on his shoulder and looked up at him imploringly.

"Please, Ulquiorra-kun... take me home."

He looked away from her. "I told you, woman... don't address me as you would a human."

She smiled insistently. "But if you're going to be living among us, you might as well get used to it!" He stared at her, searching wordlessly for an answer to that foolish line of reasoning, and was mildly disturbed that he couldn't find one.

"While we're talking about forms of address," Ishida put in, "you may want to stop referring to Soul Society's greatest enemy as 'Lord Aizen,' especially when around Shinigami."

"I didn't think you would go out of your way to help me," the Espada said, though his tone registered no surprise. He and Ishida stared at each other for a long moment, the silence between them fairly crackling with barely-concealed hostility.

"Shinigami have a hard enough time getting along with anyone else as it is," he explained in a voice that was too calm, considering he was alluding to the near-genocide of the Quincy line. "If they do end up killing you, it should be for some crime you've committed, not for wounding their pride. No matter how much they may think that's a crime, it isn't."

"A pity you aren't stronger," Ulquiorra answered. "You might have made an interesting opponent."

"Are you done yet?" Ichigo barged in. "In case you've forgotten, we've got a maniac to stop, and a hometown to save."

Ulquiorra snapped his fingers, and a garganta opened behind him. Ichigo went first, and Ishida brought up the rear, leaving Orihime and Ulquiorra in the middle. Ulquiora looked at his erstwhile captive, his expression as unreadable as ever.

"Stay close to me, woman," he told her. "The Shinigami's reiatsu is considerable, but he has hardly any control over it. That will make for an uncertain path through the garganta."

The woman sidled up to him, close enough that he could feel the warmth radiating from her, but Ulquiorra's eyes widened in shock when she took his left hand out of his pocket and slipped her hand into it. When he was not using his powers to float, she was almost as tall as he was, and all he had to do to look her in the eyes was turn his head. She greeted him with a broad smile, and suddenly up was down and left was right. He tore his eyes away from hers and kept his gaze locked straight ahead after that, but although the confusion subsided, a question circled around and around in his mind, a question he could neither force himself to forget nor bring himself to ask. She had already provided an answer, but something about it hadn't satisfied Ulquiorra. In fact, he was more unsettled than he had ever been.

Woman... why did you defend me?

Author's note: As you may have noticed, I put Japanese names in the traditional Japanese order, with the family name first. Most people interested enough in Bleach to read fanfiction based on it probably realized this, but I thought I should mention it to help prevent confusion for readers who are not familiar with the convention.