Ichigo and Ulquiorra continued to clash swords. As they fought, Ulquiorra glanced over at Starrk and saw that he had not moved from his spot. 'Why is he just standing there? He didn't look into his eyes...so why would-'

"You shouldn't be looking the other way!" Ichigo said as he swung his blade at Ulquiorra's face. Ulquiorra ducked away to avoid a fatal blow but a cut forms on his cheek and drips with blood.

"Kurosaki Ichigo, you've grown faster than anticipated." Ulquiorra said as he wiped the blood from his face. As Ichigo prepared to charge at Ulquiorra, Ulquiorra raised his palm towards him and a green light began to form.

"Getsuga Tensho!" Ichigo yelled as he swung his blade towards the green beam of reiatsu heading at him. His zanpakuto and the Gran Ray Cero clashed and cancelled each other out in a massive explosion of black and green reiatsu.

"It appears Tousen has just fallen to Uchiha and Starrk is currently not in the right state to fight. I'll have to wrap this up here." Ulquiorra said as he flew high in the air and raised his blade in front of him.

"Enclose, Murcielago."

The sky became dark as black and green reiatsu fell like rain on the city. Ichigo looked up in surprise at Ulquiorra's massive reiatsu as it rained down on him.

----

"Starrk wake up!" A small arrancar girl with light green hair yelled at Starrk, who was standing completely still and unresponsive.

"Dammit I said wake up!" The girl yelled as she punched Starrk in the throat.

"Gahhh!" Starrk yelled as he grabbed his neck from the pain. "Lilynette? What are you doing here?!"

"I followed you. And here you are taking a nap during a mission you jerk!" Lilynette yelled back.

"That Uchiha guy...I didn't look into his eyes...so why was I-" Starrk remembered the moment just before he felt his entire body shackled to the ground with heavy chains where Itachi pointed a finger at him. "So that's how he got me."

"Lilynette, go back to Hueco Mundo. I need to finish my part of the mission. Looks like things are getting out of hand." Starrk commented as he felt the rain of Ulquiorra's reiatsu hit his skin.

"Fine…" Lilynette replied before running off to open another Garganta.

"Now...to find that woman." Starrk closed his eyes and focused on the surrounding reiatsu with his Pesquisa.

"Found her." Starrk said as he vanished from his spot with a loud boom.

----

"How are you holding up Itachi?" Ichigo asked as Itachi appeared next to him after quickly finishing up his fight against Tousen. Both of them looked up at Ulquiorra who was flying high above them.

"We'll have to coordinate our attacks to fight him." Itachi suggested as he manifested his armored Susanoo.

"I'll attack him from a distance with long range attacks. When you find an opening, hit him with everything you have." Itachi said. Ichigo nodded as Itachi began to infuse reiatsu into his eyes.

"Amaterasu."

Ulquiorra's pesquisa managed to sense the oncoming Amaterasu and he instantly used Sonido to leave his spot. With his sharingan, Itachi tracked Ulquiorra's movement and continued to follow him with Amaterasu as Ulquiorra continued to bȧrėly dodge it with consecutive use of Sonido.

'This guy's fast. I can bȧrėly keep up with that speed.' Ichigo thought as he watched Ulquiorra vanish and reappear as he tried to dodge amaterasu by leaving Itachi's line of sight. Eventually, part of his arm catches on fire with Amaterasu but Ulquiorra kept moving despite the loss of momentum.

Itachi stopped amaterasu as Ichigo found an opening to charge in at Ulquiorra.

"Getsuga-" Ichigo said as he began charging his zanpakuto with reiatsu only for Ulquiorra to immediately cut off his own arm and throw it at Ichigo.

As Ichigo dodged the burning arm, a thin green light appeared right in front of his head. Barely able to react, Ichigo moved his head to the right as half of his mask shattered and the spear flew past his head.

"Seeping crest of turbidity. Arrogant vessel of Lunacy. Boil Forth and deny." Itachi said as he began an incantation while Ichigo attempted to fight Ulquiorra.

As Ichigo tried to comprehend what had just happened, Ulquiorra appeared in front of him, grabbing him by the face before throwing him down to the ground, completely shattering Ichigo's mask. As Ulquiorra stood high above where he threw Ichigo, he sensed a large increase in reiatsu building up from behind him.

"Grow numb and flicker! Disrupt sleep! Crawling queen of iron! Eternally self-destructing doll of mud! Unite! Repulse! Fill with soil and know your own powerlessness!" Itachi finished as he raised his right arm into the air pointing upwards, with his Susanoo mimicking the exact movement.

Ulquiorra immediately charged toward Itachi, only for his body to be surrounded by a massive black box that towered over the rest of Karakura town.

"Hado 90: Kurohitsugi!" Itachi said, causing the large object to implode upon itself before disintegrating.

As the hado began to disappear, Itachi panted heavily as his Susanoo's armored state reverted back into a ribcage.

-----

Rukia and Orihime ran through the streets as they sensed the massive reiatsu behind them increasing as the shinigami and Espada continued their fight.

"Kurosaki…" Orihime mumbled to herself, worried about how he could make it out of it.

"He'll be fine, Inoue. Lieutenant Uchiha is with him after all." Rukia reassured Orihime.

"Yeah I guess you're right...he did protect me from that Arrancar in-" Orihime and Rukia immediately stopped and their faces turned grim as a figured appeared in front of them.

"Shinigami. I'll be taking that woman behind you. Don't make this more difficult than it already is." Starrk said as he flared his reiatsu, causing both Rukia and Orihime to tremble as they struggled to stand up.

"Howl, Zabimaru!" A voice yelled from behind Starrk. Without turning around, Starrk reached his hand behind him and grabbed the blade before it could reach his head.

"El Directo!" Another voice yelled as a figure appeared to the side of Starrk. As the figure's fist, enhanced with reiatsu was about to hit Starrk, with his free hand, he knocked the figure backwards and through several buildings.

"Rukia, Inoue! Get out of here! Urahara set up a barrier around his shop so go there now! Leave this guy to me!" Renji yelled as he retracted his zanpakuto out of Starrk's hand.

"You guys are really making this difficult for me…" Starrk shook his head.

"Inoue, I'll help Renji, you go to Urahara's Shop." Rukia said as she drew her zanpakuto. Orihime clenched her fists at her own powerlessness in the situation but nodded as she ran away from them towards Urahara's shop.

"Renji are you ready?" Rukia asked as she raised her zanpakuto up to release its Shikai. Renji nodded as he also raised his zanpakuto up.

"Bankai!"

----

Itachi stared into the dark green reiatsu that was enveloping the area. With his Sharingan, he could make out Ulquiorra's shape. But it was far different from its original form.

Suddenly, Ulquiorra appeared in front of Itachi, grabbing Itachi's Susanoo's ribcage as he dragged Itachi towards the mountains away from Karakura Town, before throwing him down onto the ground, creating a massive crater as rocks and dust flew into the air from the impact.

Itachi shakily got up from the rubble as his Susanoo's ribcage which had protected him from the impact had shattered. He looked at Ulquiorra who was hovering above him. His appearance completely changed to reveal his white body with a hollow hole in the middle that appeared to be dripping out a black substance, his waist and legs covered in a black fur, and his hollow mask transformed into two horns at the top of his head.

"I will show you...true despair, Uchiha Itachi." Ulquiorra said as he landed in front of Itachi. "Not even Lord Aizen has seen this form. I had no intention of revealing it in this battle but your power is to be commended." Ulquiorra continued as he walked to Itachi. Itachi stood silently and watched as Ulquiorra put his hand up to his ċhėst.

As Ulquiorra raised his arm, two bright chains of reiatsu sprung up from the ground, wrapping around his arm and body. Itachi immediately jumped away and raised his palm towards Ulquiorra.

"Hado 73: Soren Sokatsui!"

A large blue blast shot out of Itachi's palm, enveloping Ulquiorra's body in a large explosion. Before Itachi had a chance to land, Ulquiorra appeared behind him and grabbed him by the neck.

"An attack of that level is not enough to harm me. It appears casting that technique on me earlier cost you a significant amount of reiatsu. You are less than half the spiritual pressure you originally were." Ulquiorra commented as he gripped Itachi's neck harder, causing Itachi to grit his teeth and squint from pain. 'That technique he performed on me earlier...causing me to use my Segunda Etapa...the damage it did to my body was too much to heal fully and would have surely killed me otherwise.' Ulquiorra thought as he grasped Itachi's neck.

"I was mistaken to have initially underestimated you as a threat to Lord Aizen. I must deal with you now before you have a chance to grow further." Ulquiorra raised his other hand and a green light began to glow in his fingertips as he raised it to Itachi's ċhėst.

"Do you have any last words, Uchiha Itachi?" Ulquiorra asked as he loosened his grip just enough for Itachi to speak.

"Get out of my sight." Itachi responded as his body began to glow. Ulquiorra's eyes widened as he let go of Itachi as a large explosion of reiatsu began to erupt from Itachi's body, covering the area.

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