Ulquiorra sat upon the throne, his eyes closed.. he knew that Kurosaki and the other two wouldn't make it in time.. they currently were too slow... but... she would make it here... she was on her way right now.. Every other confrontation between him and her.. had always ended in her severe loss.. but this time.. this time it might be different.

Ulquiorra opened his eyes and stood up, he then jumped from the tall throne and landed lightly on the palace floor, he slung the Lance replica to his back and drew his sword Murcielago. As he did.. a voice spoke out from the darkness.

"Ulquiorra.. my servant.. you seem a little too eager to fight her for my taste.. you're aware of what I commanded.. aren't you?"

"I will not kill her, Master Asgawrath." said Ulquiorra. "But if you don't mind me saying.. I am rather at lost to why you wish to use this plan? Here in Hueco Mundo... where Spirit Particles don't dissipate easily, you could easily create a Lance from her body and Soul by merely killing her here.. this thing you call Love seems to have blinded your logic.. forgive me.."

"Leave it to you Ulquiorra, to be so brutally honest.." said Asgawrath's voice. "But should it ever happen.. perhaps one day you'll understand.."

Not far away, in the hall leading to the throne room, Erza was trying to drag Mikoto back as she moved forward. "Wait! You can't go there alone!!"

Erza fell to her knees coughing up blood as Mikoto knealt next to her. "Look, Erza.. thanks to my hollow and dragon blood.. I've already healed up really quickly.. but you.. you're a wreck.. I don't want you hurting yourself.."

"Mikoto.." Erza whispered. "You remember the last time you faced him... I don't want you going through that again.. and now.. he'll be even stronger thanks to that Lance"

Mikoto smiled and stroked Erza's hair. "Don't worry, I'm not the same anymore either.."

In the throneroom, Ulquiorra's eyes stared remorselessly and emotionlessly as Mikoto walked out into the room.

"So you have come.. Mikoto Misaka." said Ulquiorra.

"Ulquiorra Cifer." Mikoto said darkly. "Where are they?"

"Your Sisters?" said Ulquiorra. "I can assure you they aren't dead.. perhaps some are broken thanks to their flawed human emotions.. but they live.."

"Well then.." said Mikoto. "give them back.. before I take that broken mask and shove it up your-"

"You know I can't do that." said Ulquiorra softly, pointing the tip of his blade at Mikoto. "My master gave specific orders.. subdue or destroy all who would seek to stop Project Spirit Radio... and that includes you.."

Mikoto's body began to crackle with tremendous lightning as her wings burst into being as well as her bracelett like armaments that came with her upgraded powers. "I can't say I didn't expect this.. but anyways.."

Mikoto closed her eyes, and then opened them, her face become contorted with fury. "So.. is it you who killed my parents?"

Ulquiorra's eyes widened slightly, but still showed no emotion. "Yes..I take it.. you sensed faint traces of my spiritual pressure in their blood?"

The room began to tremble as lightning arched around the entire room..and Mikoto's body began to shake with utter fury. "I-I don't hate you... But for some reason..."

Mikoto looked up.. and tears began to pour down her face. "I feel pretty darn MAD!!"

"Human emotion.. as always.. it will lead you to ruin." said Ulquiorra.

Mikoto let out an angry growl as tears pattered on the floor next to her feet, she raised her hand to her face, and spiritual pressure began to gather around her face.

Here it comes.. thought Ulquiorra. The mask.. that mask.. that very mask...

There was an explosion of lightning and swiriling dust, and Mikoto burst out of the swirling cyclone of rubble, her hollow mask formed, an ominous breath hissing from in between the slightly open jaws of the mask.

Mikoto's red irises glowed against her pitch black scelera as her wings spread wid and she raised her hands to the air.. in the palms of her hand, a ginormous sphere of bright blue lightning began to charge up, growing larger and larger  until it formed into the size of a house.

"RRRRRAAAAAAAGGGGHHHHHH!!!" Mikoto's echoing voice roared as she threw the sphere down at Ulquiorra. Ulquiorra put out his blade in front of him to block the blast. However as the blast pushed against his blade, and Ulquiorra seemed to effortlessly block it at first, Ulquiorra's eyes widened slightly and he was suddenly pushed back 15 feet, dragging gouges in the ground with his feet..

"Feeling surprised?" Mikoto suddenly appeared behind Ulquiorra, her fists engulfed in lightning. "I actually made ya twitch this time."

Ulquiorra moved his blade with fluid skill, his fighting style calm and dark as always, blocking Mikoto's furious lightning punches, lightning shockwaves erupting from each connected blow.

"I see.." said Ulquiorra. "Your battles.. your constant fighting on the way here.. has made you grow stronger beyond measure..I can see the improvements you've made..you can now control your hollow form even better then Kurosaki when I first fought him.. however.. the Lance has strengthened me.. be on your gaurd.."

Ulquiorra suddenly flashed away and appeared behind Mikoto, his blade suddenly only inches from her neck as it moved to behead her.. but Mikoto put up a forearm, and the blade clanged against it in a burst of electrical sparks...

"I can read your movements now..." Mikoto said.

"An electro magnetic field acting as defense around your skin.. so that's the upgrade that your Ability Evolution achieved.." Ulquiorra said. "However, a blow with sufficient force will easily break it.. and you must constantly focus to different specific areas of your body so that the opponent doesn't break through so easily.."

Ulquiorra made his point by suddenly lashing the blade out towards Mikoto's masked face. Mikoto jumped back in just the nic of time, the tip of the blade cuttin a small shallow cut along the top of her chest.

"As you can see.." said Ulquiorra. "That technique is not all powerful.. you focused the field to your face to protect your mask.. but not your neck..and when you focus it over your entire body.. a powerful oponent will easily break through it's weakened state.."

Ulquiorra suddenly flashed away and reapeared above Mikoto, upsidedown as he lashed his blade at her back. "How can you block.. if you don't know where I'll strike?"

Suddenly, to Ulquiorra's surprise, the blade clanged off Mikoto's backs too, sending off electrical sparks as it did.

"Like I said.." Mikoto said. "I can read your movements now.."

Mikoto lashed her lightning engulfed fist outwards which was dodged by Ulquiorra who suddenly reappeared to her right, slashing his sword downwards.. Mikoto closed in one of her wings and blocked the slash.. and a lightning burst exploded from the wing and blasted Ulquiorra back..

"So you realized that I just increased the spiritual pressure in my blade.. and therefore using the electromagnetic field would no longer work.." said Ulquiorra. "Impressive.. but your wings alone won't be enough..."

"Ain't that the truth.." Mikoto murmured as she pointed her fist at Ulquiorra and a red sphere infused with blue lightning began to charge up on her fist.."

If Ulquiorra could even express emotions, he probably would have expressed surprise at this moment. "A cero?"

The lightning infused cero blasted towards Ulquiorra who pointed a finger at Mikoto and intercepted the cero with his own explosive green one..

As the chaos ensued, Mikoto suddenly appeared coming from above forward, using the cero as a distraction as she opened her masked jaws. "ROAR OF THE THUNDER DRAGON!!!"

Ulquiorra held up a hand and deflected the lightning blast with a flick of his palm as Mikoto came shooting down, her wings blasting her forward. "IRON FIST OF THE THUNDER DRAGON!!"

Ulquiorra blocked the fist with one hand, then grabbed the fist, holding Mikoto in place as he slashed his sword in an uppercut at her torso. But Mikoto lashed out her other hand and grabbed Murcielago's blade before it could reach her.. Mikoto kicked Ulquiorra back with a lightning kick..

She truly is reading my movements better then before.. thought Ulquiorra. However, her blows still aren't enough to injure me..

Ulquiorra's eyes then widened slightly again as he noticed something.. tears were dripping out of the eyeholes of Mikoto's mask.. and trickling down the front of the menacing skull look..."Your tears.. that can't be.. they should be staying under your mask..."

"These aren't my tears.. not exactly..at least.." Mikoto murmured. "These tears.. belong to my inner hollow.."

"What?"

"Don't you get it?" Mikoto murmured. "My parents.. they were her parents too.. we are one and the same.. that's why she's also crying.."

"Impossible.." said Ulquiorra. "Hollows feel no emotion.. Hollows fight without any emotion.. all they feel is instinct.."

"Are you saying that from what you've observed.. or solely personal experience?" Mikoto asked.

A colder chill seemed to eminate from Ulquiorra. "Very well... I will show you the true nature of a hollow.."

Ulquiorra sped over to Mikoto with astounding speed, using one arm to manuever his sword with quick flashes of his blade.

Mikoto used her hollow ability's Sonido to barely dodge the blade, flashing in and out of view herself, at times letting lightning bolts soar from her hands at Ulquiorra.

Ulquiorra deflected the blasts with his sword easily, and moved in, attempting to make a near fatal wound that would subdue Mikoto..

Mikoto's eyes glowed beneath her mask, as much to the surprise of Ulquiorra, she side stepped the blade with ease, her hair only inches from being cut as well, as she thrust her lightning engulfed fist out, and it rammed right into the side of Ulquiorra's jaw.

Ulquiorra was thrown back 40 meters before he slowed down in mid air and landed lightly on his feet.. at first it appeared as if there was no harm on Ulquiorra's body.. but then a slight trickle of blood drizzled out of his mouth.

Ulquiorra put a hand to his mouth and looked as the blood trickled onto his fingers. "Intriguing.."

But before Ulquiorra could even muse further, Mikoto was already aiming a coin on her thumb at Ulquiorra. "SECRET ART!! RAILGUN METEOR OF THE THUNDER DRAGON!!!"

A massive sonic boom later, and the coin had morphed into a ginormous dragon made of lightning, with three heads.. a result of Mikoto's hollowfication increasing the power of one of her most powerful spells.

There was a tremendous explosion of amazing proportions..electricity was everywhere... almost seeming to rip apart the entire room..

When the explosion cleared, Ulquiorra walked out, his Arrancar coat was torn to reveal his chest and the number 4 tattoo to the right of his hollow hole, there was a massive hole in the wall behind him, revealing the outside daylit desert of Las Noches... and there was a long thing bleeding cut going across his chest.

"I see.." said Ulquiorra. "Congratulations Mikoto Misaka.. you truly have grown stronger.. but the tears of hollow, dragon, or human won't restore the value of that which is called the heart.."

Ulquiorra raised his blade. "Prepare yourself Mikoto Misaka.. for now the real fight only just begins.."

Ulquiorra's blade began to glow green as he whispered. "Enclose.. Murcielago.."

In a shower of green light.. Ulquiorra changed.. his mask growing more complete on the top of his head..with two large bat ear like horns.. his hair growing long and wild.. his coat becoming a long sleeveless robe.. and massive black bat wings grew out from his back.. casting a shadow upon the room

 Before Mikoto could react, Ulquiorra was suddenly next to her, grabbing her masked face in his clawed hands, sending the both of them crashing through the wall of Las Noches and exploding into the desert outside.. where there were plenty of sky scraper sized pillars scattered around the area...

Ulquiorra flashed away and came to stand on top of one of these pillars.. looking down at the winded Mikoto, his black wings spread wide with ominous premonition.

Ulquiorra pointed a finger at Mikoto. "Cero Oscuras.."

Mikoto's eyes widened as the massive black cero that seemed to block out all light came down at her.. she closed in her wings, and screamed with might as blast parted before her powerful lightning wings...

When the blast had cleared.. the cieling that had been made to look like the daylit sky, had cracked apart and broken to reveal the true night sky above the dome.. Ulquiorra's form stood against the crescent moon, like a demon welcoming sinners into the night of Hell itself.

"I told you once before Mikoto Misaka." said Ulquiorra. "That you would be the one to know true despair.. yet you kept fighting.. you kept fighting so hard.. and so far.. that Asgawrath himself fell in love with you because of that... but.. .even though you are now held in Asgawrath's favor, and no longer counted to be his enemy.. you still fight him.. even though you would be safe from his tyranny, merely by following him.. the logic of humans never cease to amaze me... why do you keep fighting..why do you resist the inevitable?"

"It's because of the one thing you secretly crave most.." Mikoto said.

"What?"

"The heart.. Ulquiorra." said Mikoto. "The heart you don't yet have.."

Ulquiorra's cold chilling aura seemed to become even denser. "The heart?... The heart?... The heart?.. there is no such thing..."

Ulquiorra fired another Cero Oscuras at Mikoto as he finished his sentence. "...as a heart"

And for the first time, Mikoto actually felt one emotion coming from Ulquiorra Cifer.. and it was cold fury..

Mikoto left a sonic boom in her wake as she soared out of the way of the tremendous black cero.. and the shockwave from the powerful blast destroyed more of Las Noches's cieling.. revealing more of the true Eternal Night within Hueco Mundo.

"I thought I had shown you.. how meaningless a heart was when I tore you to pieces in Soul Society.." said Ulquiorra.

Ulquiorra soared at Mikoto with deadly speeds, in his hand, a glowing energy lance known as a Luz de la Luna appeared. He slashed the lance at Mikoto who formed a sword out of lightning in her hand and blocked the blow in a ginormous shockwave..

"I thought I had shown you.. how meaningless a heart was when Aleister and I, brought you down to your lowest instincts.. when you became the Vasto Lorde..."

Ulquiorra kicked Mikoto in the chest and she spiralled through the air as Ulquiorra flashed away and suddenly appeared behind her, his Luz de la Luna raised as if about to be thrown.

"And I thought.. you would finally learn how empty and meaningless a heart is.. when I disposed of your human mother and father.."

Ulquiorra threw the lance at Mikoto and there was a tremendous explosion of terrifying green energy.. Mikoto screamed with pain as the blast shattered half her mask to reveal half her face...

She fell down into the bottom of the desert with a boom, and a large cloud of sand rose up around her as she staggered to her feet.. the half of her face that wasn't covered by her broken mask had bleeding cuts on it.. revealing her tired and battleworn expression.

"WHY DO YOU KEEP FIGHTING!!?" Ulquiorra shouted.

"Because of the heart.." Mikoto repeated. "Because of my heart.."

Ulquiorra's eyes widened greatly as he pointed his finger at Mikoto again.. a Cero Oscuras beginning to charge there. "Hollows.. have.. no.. hearts.."

Suddenly there was a flash, And Mikoto reappeared only inches away from Ulquiorra, her hand grabbing the arm that was charging the black cero...

"I'm not just a hollow." Mikoto whispered. 

Mikoto pointed a finger straight in Ulquiorra's face, and a massive explosion of lightning lit up the entire black starless sky..

Ulquiorra was thrown from the explosion.. and as he spiralled through the air, he extended his wings and regained his composure in the air.. suddenly soaring up into the sky, like a black terror.. Mikoto came soaring out of the explosion as well, her wings bursting with power...

CLAW STRIKE OF THE THUNDER DRAGON!!!" Mikoto engulfed her hand in lightning and proceeded to try and strike Ulquiorra out of the air..

But Ulquiorra intercepted the blow by grabbing Mikoto's arm, easily without remorse.

"It seems.." Ulquiorra said in his now even colder and more ominous voice. "That I must teach you one final lesson.. of how.. the heart's existance.. how the heart's non existance... is the true nature of things.."

Ulquiorra stabbed his claws into Mikoto's stomach with a sharp jab.. Mikoto cried out with pain as blood coughed out of her mouth.

"the prey eat the grass that lies upon the ground.." said Ulquiorra.

Ulquiorra took a hand to Mikoto's face and ripped off what remained of her mask, crushing it in his clawed hands.. letting it's pieces shatter and scatter into the wind as Mikoto's hollowfication dissapeared..

"The predators come and eat the weak prey.. and the predators become prey to the larger predators." said Ulquiorra. "That is the true nature of the world.. either you gain physical strength.. or go extinct.. that is despair.. and that is the true nature of the Universe.. the Multiverse.. The Omegaverse.. everything exists in prepetual despair.. and where despair exists.. having a heart would only be foolish...it is the heart which led so many great kingdoms to fall to extinction.. to ruin.. Troy, do you know the myth? About how the love of one woman caused that very city to fall?"

Ulquiorra levitated to the ground gently, holding Mikoto by the neck. "Do you nnow understand? That woman.. you are her? The empires fighting over you.. out of love.. lust.. and desire for you.. will all fall to ruin.."

Ulquiorra threw Mikoto into the sand.. and pointed a finger at Mikoto, preparing to charge another cero. "And as a result.. you will fall too.."

Suddenly there was a large rumble... and massive crystal spires erupted out of the ground, nearly spearing Ulquiorra as he suddenly flashed out of the way and reappeared 10 meters away.. "Diamond?"

"That's right!!" said a voice as two figures appeared standing in front of Mikoto.. one bearing beautiful crystal wings.. and the other bearing large fists of stone..

"You.. you were at the Power Developement festifal." said Ulquiorra.

One of the figures.. a girl with short cut medium length silver blue hair, wearing a neat skirt and a pink shirt that said, 'Railgun Fanatic' grinned, flapping her giant diamond wings. "That's right Azure Saphire's here! Everyone bring the spotlights!!"

The other figure, Rhode Jarred sighed.. adjusting his black shades as his dark coat fluttered in the wind. "No need to show off Azure.. he knows who we are...anyways.."

Rhode gave Ulquiorra a dark look. "I think Mad Telepath's gotta ask a few questions of this.. Arrancar... like.. where is our guildmaster for instance..."

"G-guys!?" Mikoto stammered.

Azure cut Mikoto short with a shake of her head. "No need to say anymore... from here on out.. these two guilds of ours.." Azure's eyes seemed to glow with crystal light.." fight as one.."