AN: This takes place between the Fullbring Arc and the current Arc, but I've changed some history, which will be revealed in greater detail throughout the story. Most specifically, I've changed Orihime's reaction towards Ulquiorra's death, which, in turn, changed her subsequent reactions in other situations. It's my first fic, so please let me know if there are any glaring errors. Thanks!

The sky was washed a bubbling gray as storm clouds hung heavy overhead. A drizzling sheet of rain fell from the overcast skies, soaking everything with silver drops. Pedestrians briskly fled under building overhangs for shelter, with newspapers or briefcases over their heads in a vain attempt to shield themselves from the rain. Cars zoomed by, hurling water out of puddles.

It was quieter in one of the many small parks that populated Karakura Town. The rain had chased away almost all the visitors, and the playground was deserted. Quiet. Still. Rainwater was dripping from the grated levels of the jungle-gym, running in rivulets down the swirly-slide.

The swing-set was empty save for one occupant, who slowly creaked her swing back and forth with the toe of her sneakers. Long, auburn tresses escaped from under her pink, bunny-eared hoodie. She held on limply to the silver chains of her swing; the tips of her dainty fingers were pink with the chill of the weather. Her shoulders were slightly hunched over, and she was looking blankly at the woodchips under her shoes. Rainwater dripped rhythmically from the rim of her hood. Her gray eyes were swollen and red, and either tears or rain streaked down her cheeks.

Exhaling deeply, her breath puffed up in the cold air. Her blank expression started to crumble; her eyes glazed over with excess tears, and her bottom lip trembled with barely suppressed sobs.

Her breath hitched, and she stopped swinging, dropping her head in obvious sorrow. Crying softly, her ragged sobs were the only interruption to the constant backdrop of the rain.

Hugging herself, she began to take deliberate deep breaths to control her crying. It worked for all of two seconds before she relapsed into harder sobbing. She shrank into herself, folding over until her head hovered over her knees; her auburn hair falling like a curtain over her face.

"Woman," a deep voice resounded from above her.

She froze; her gray eyes wide in a mixture of recognition and shock. Slowly lifting her head, she looked up; she gazed upon the familiar pale skin that she had come to know, with those strikingly green eyes and tear-marks running down his apathetic face.

"Ul-Ulquorria…" She breathed, mesmerized.

Six weeks earlier…

Orihime stood in her tattered and dirtied Arrancar dress in the gray, ruined world of Hueco Mundo, and tears stained her face. She remembered this scene well: standing atop of the broken gray Dome, uselessly watching as her dark captor started to fade to dust, scattering into a thousand pieces into that gray void of Hell.

Ulquiorra.

He had slightly tilted his head her direction, and his expression… His bright green eyes were locked onto hers. His expression was soft, tired, and lonely all at the same time. He opened his mouth to speak. Orihime knew what he was going to say.

"Are you afraid of me, woman?"

She shifted, her hand clutching the fabric of her tattered dress, as if she could hold her aching heart. Why did she have to relive this? Why couldn't he just leave her alone?

"No…" Orihime started, and with her vision blurring with tears, she finished her painfully rehearsed line, "I'm not afraid."

"I see," Ulquiorra looked away. He seemed content with her answer; satisfied; pleased. Why? Why did he care what she thought? Why did he keep haunting her with his death night after night? She knew she was dreaming because Ichigo and Ishida weren't there. It was just her and Ulquiorra, alone on the Dome.

"Ulquiorra," Orihime called softly, and instantly his intense green eyes locked onto her own. "Why are you doing this to me?" There was anguish in her voice that she couldn't hide.

"You asked me this before," He said, but his deep voice was too soft, too gentle, "Did you forget already?"

"No…" Tears started to roll down her face, "But I still don't understand."

They looked away from each other, unable to provide the answers they both desperately craved. Orihime knew that Ulquiorra would fade away much slower in her dreams. She knew that he would stand there, forever turning to ash until she forced herself to wake up from this reoccurring nightmare. Every night she would dream of Ulquiorra. Every night she would have to relive this. The tears wouldn't stop flowing down her cheeks. She hated this.

"Aren't you in pain?" She asked, staring at her feet.

There was a long pause, and then his deep voice answered, "No."

Hiccupping on a sob, Orihime rubbed the tears from her eyes, and managed to smile, "Good. I'm glad."

"Woman," Ulquiorra's deep voice commanded her attention; she looked up at his outreached arm, "It's time to wake up."

Orihime stared at his hand, reaching for her, always reaching for her. Her gray eyes narrowed. "I don't want to. I'm tired. I'm so, so tired."

"You don't have a choice. You never did." Ulquiorra's voice had a hint of anger behind his words, and his arm was still waiting for her. Always waiting, always outstretched; his green eyes expectant.

"You'll die," Orihime choked, "I'm so tired of watching you die every night!"

"I already faded to ash, woman." He said, his expression blank, "Why would it make any difference to you now?"

Stunned by his stinging words, Orihime drew back, "It made a difference to me back then," she said stubbornly, "I didn't want you to die." And then she hastily added, "…No one did. Not even Ichigo!"

Ulquiorra's still reaching hand twitched in anger, "Ichigo simply wanted his ill-conceived notion of a 'fair fight.' My existence mattered little to him. How many times as he mentioned me since that day? It seems like the only person truly negatively affected by my passing was you."

"What are you trying to say?" Orihime huffed, on the defensive now.

"I matter to you."

Orihime's gray eyes widened, and she couldn't breathe for a moment; her heart hammering in her chest. She locked gazes with Ulquiorra, and his green eyes were sincere, but they also were just as cold and factual as they always have been. She knew that he had seen right through her. His eyes, just as he claimed, missed nothing. But another part of her didn't want him to know how much power he had over her. Just how much he came to matter to her over these past seventeen months.

Sighing with defeat, she started forward, reaching out to him. Time resumed its normal course, and Ulquiorra suddenly was disappearing much too quickly. She knew that she would never be able to touch him; that no matter how fast she moved; no matter how far she reached, by the time she got to him, by the time her finger curled to move around his, she would grasp nothing but ash.

Tears flowed freely as she watched, again, as Ulquiorra slipped through her fingers and faded to ash, scattering into that gray void of Hell. His last moments were watching her with his softly lonely expression.

Orihime's tired eyes fluttered open. The early, gray sunlight was just beginning to snake its way through her closed shutters, causing a striped pattern of light and shadow over her bedroom floor. She groaned softly, and sighed. Her pillow was still wet with her tears, and her white sheets were tangled around her body. She had somehow kicked off her fluffy white comforter during the night, along with half of her stuffed animals that she always had on her bed. She warily glanced her alarm clock on her bed-side table. The hands read five-thirty in the morning. She groaned again, this time in frustration.

"It wasn't time to wake up. I could've slept for another hour, Ulquiorra." She told the stillness of her bedroom, her sleepy voice laced with annoyance.

With great effort, she lurched herself to the upright position, blearily rubbing her eyes from sleep and tears. She yawned and stretched, the spaghetti strap of her silky white nightie gently falling from her slender shoulders. Absentmindedly, she pulled the strap back in place as she kicked her legs free from her tangled sheets and sat up. She blankly looked around her bedroom, her eyes squinting in the low light.

"I matter to you."

A soft blush graced her cheeks as she remembered last night's conversation with Ulquiorra. The rest of her dream was hazy in her memory, but she distinctly recalled his deep voice sincerely informing her of what was then completely obscure, but now was completely obvious.

Of course he mattered to her! She half smiled to herself. He had a power over her, and now, seventeen months after the end of the War, he still held her prisoner. She briefly wondered if she'd ever be free.

Softly, she grabbed her nearest stuffed animal, a fuzzy brown teddy bear that she named Luffy, and hugged him close to her aching heart. Orihime was starting to become so weary. She buried her face in Luffy and groaned at the prospect of facing another day of school. She was just so tired… She just couldn't seem to catch a break. Sleep never came easy to her, which caused her friends to worry, which also caused school and work to drag on forever. Hollows were coming with more frequency, and to top it all off, she had to study for college entrance exams. Life, she begrudgingly realized, was much easier being Aizen's prisoner… And at least Ulquiorra was around then, too.

"Wait…?" Orihime looked up, her brows furrowing in confusion. She shook her head, "No…" she started, unsure; Ulquiorra wasn't a blessing. He was curse; it was because of him Orihime wasn't getting the sleep she so desperately craved; that she relived a nightmare every night she closed her eyes.

She sighed deeply, "I should get ready for school…"

Orihime found herself back on the Dome, clutching her torn Arrancar dress. She gazed out with tear-filled eyes as Ulquorria reached out to her. His green orbs pierced hers; he seemed more annoyed than usual, "George Washington, Woman."

She blinked, "What?"

He started to fade, everything was going black, and she could barely make out his voice as he started, "You shouldn't sleep in cla—"

Suddenly, Orihime snapped her head up. Bright daylight from her classroom's windows poured onto her, she blinked rapidly to adjust her eyes to the sudden light. She heard her fellow classmates' snickers before she noticed her history teacher standing directly over her.

"I'm glad you could join us again, Miss Inoue." Her teacher cattily said, which caused more laughter from around the room, "Maybe now you can answer my question?" His tone indicated that he knew she had been sleeping, and had no idea what question he had asked her. The giggles of her classmates confirmed his condescending look.

"Um…" Orihime started, "George Washington…?"

An awed silence took the room. "T-that's correct; the first president of the United States was George Washington…" Her teacher said, a bit of disappointment in his voice, as he started to move up the aisles of desks to the front of the room. "Now let's go back to Japanese history…"

Orihime let out a shaky sigh and tired to avoid the lingering stares of her classmates by posing a faux fascination with a random page of her textbook.

What… What was that? Orihime was suddenly nervous. Beads of sweat formed on her brow. She never really fell asleep in class before, and certainly she had never had Ulquorria… Like, pay attention to her life like that. Ulquiorra had only spoken of things that happened when he was alive—this was the first time he ever mentioned anything outside of his direct experiences.

She was shaking. She ran her figures through her hair and forced herself to breathe normally. To calm down. This was so stupid. It didn't mean anything, Orihime convinced herself. She had recurring nightmares about that Arrancar—and in dreams anything can happen… Right? It was just a dream. A dream! When did she get into her mind that Ulquiorra was actually there, actually talking with her? She needed to get her head on straight before things got too out of hand.

Ulquiorra was dead. She just had nightmares about him. That's all…

The bell suddenly rang, which caused Orihime to jump in her seat in surprise. She had paid no attention in class whatsoever, so her mind was reeling in confusion; class had ended already? How long had she been asleep? What was the homework assignment? She would have to get it from one of her classmates later, she supposed.

Gathering her books, she neatly placed her belongings in her bag and trotted out of the classroom with the rest of her peers. It was lunch hour, and she wanted to quickly get her shady spot under an oak tree in the school yard before one of her fellow classmates took it.

She walked passed a window, and instantly noticed her friend's unruly black hair in the school's courtyard below, speaking with the also instantly recognizable spiky orange 'do of Ichigo. She sighed. For a moment she thought that it was funny that, after all that she and Ichigo had gone through, he was still closer friends to Tatsuki than he was to her. The two of them seemed to be in a serious discussion, and from her bird's eye view of the courtyard, she could only see Tatsuki's expressions. She seemed worried, gesturing to Ichigo, and then to the school.

Orihime wondered what they were talking about. Maybe there was a bomb in the school! And only Tatsuki and Ichigo knew about it, and they were discussing evacuation plans for their classmates without arousing the suspicions of the bomber? That would certainly be exciting, though highly improbable.

Sliding the tall glass window open, Orihime waved out to her friends, "Tatsuki! Ichigo!" she called, hoping to get their attention. They instantly turned to look at her, and Tatsuki waved back. Smiling softly, Orihime turned back into the school and trotted to the stairs, satisfied she had, at least, sort of spoke to them today.

"Speak of the devil…" Tatsuki muttered as she saw Orihime waving at them through the top-story window. Ichigo turned around and smiled at the redhead calling to them, and Tatsuki waved back to her bubbly friend. She waited until she saw Orihime safely retreat back into the school before continuing her conversation.

"Anyway, I'm worried about her. She hasn't been the same since she's came back from…" She left her sentence end there, and Ichigo's brown eyes narrowed as she continued, "She's changing, little by little, into someone I don't know anymore."

"Everyone changes as they get older; maybe it's just coincidence?" Ichigo reasoned.

"You know what I mean!" Tatsuki snapped, "Even her spiritual pressure is different. It's darker… I don't know. Don't tell me you haven't felt it."

Ichigo's brows furrowed and he gazed at the blue sky in concentration. "I'll ask Uryuu about her." He said, "But if it means anything to you, Orihime was thoroughly examined by Shinigami after the Winter War, and if anything… bad… happened to her while in Hueco Mundo, they would have found it and fixed it.

"I'm not so sure…" Tatsuki insisted, "She's so solemn when she thinks no one else is looking. And she keeps talking about people I don't even know, and when I ask her about it, she tells me she doesn't know what I'm talking about. And she's told me time and again she's not sleeping well. She was my friend long before she got wrapped up into your spiritual world, which I don't know enough about, which is why I need your help."

Ichigo ran his hand through his hair nervously, "Okay, I'll see what I can do,"

"Thanks." Tatsuki said genuinely.

The late afternoon sun was starting to be covered by a giant anvil storm front, rolling into the city. Thunder rumbled distantly between the lazy buzzing of cicadas and the cheerful banter of her schoolmates. Orihime was pleased to be sitting alone in the shade of one of her campus's large oak trees; warily watching the sky grow dark as she took a bite of her peanut butter and jelly sandwich. Her mind was a million miles away.

"You know…" a familiar voice started behind her, causing Orihime to jump, "I kinda miss the odd creations you used to bring for lunch."

Orihime twirled around to find her dark-haired friend smiling down at her, "Tatsuki!" She tiredly rejoiced, "I thought you had extra karate practice today?"

Tatsuki sat down next to her, "Naw," She started, waving her hand, "They called it off today. So I thought I could hang out with you. We haven't really spent that much time together since…" Tatsuki let her sentence trail off when she saw Orihime unconsciously flinch and drop her gaze, "But yeah, if you're free we should totally go shopping or something. I haven't done anything really girly in a while!" She smiled, and Orihime felt a pang of guilt wash over her; she started to absentmindedly pick at the grass in front of her.

"Yeah… sorry, I kinda already have plans today…" Orihime started, but thought, Which is a lie.

She started to make a pile of ripped grass, "I'm really behind on studying," Lie, "…And I promised Chad I'd get him some more leftover bread from the bakery, so…" Also a lie. "Maybe some other time?" She smiled at her friend, but all she could think was, I just… don't feel like hanging out today…

Tatsuki stared at Orihime with an unreadable expression. "Well, that only leaves me one choice…" the dark-haired girl exhaled dramatically, before wickedly smiling at her, "I'll just have to kidnap you! You've been way too stressed out for your own good; don't think I haven't noticed." She suddenly stood and reached her hand out, "Let's go!"

Orihime was flabbergasted. "Wait… Now?" She pointed to the school just as the bell tolled, signaling that lunch was over and exclaimed, "We can't just skip school!"

Tatsuki rolled her eyes and grabbed Orihime's arm, lurching her friend upright, "You don't seem to have a problem ditching when a Hollow rolls into town." She reasoned. "Besides, I'll buy. You need to lighten up a bit. I hear you're starting to fall asleep in class now."

"Ugh!" Orihime groaned, but a smile was spreading across her face, "Rumors! They're all rumors, I swear!"

The two gathered their lunches and started for their shoe lockers, "Yeah, but is it also a rumor that you've become really quiet and lost your appetite?" Tatsuki looked at her seriously, "I know we haven't been that close lately, but I'm still your best friend and I know you—and I know that there's something bugging you. You don't have to tell me anything if you don't want to, but you should know by now that I'll always be here to help you, right?"

Touched by her friend's concern, Orihime smiled, "I know," she started, "Thanks…"

The girls managed to escape from school without too much notice. They hit up a few clothing boutiques and tried to come up with the most horrendous outfit combinations they could think of. Orihime's stomach was in agony, she was laughing so much. In the last shop they were in, storekeeper got mad at them, and Tatsuki bought Orihime a simple bangle bracelet to placate the man before they made their getaway. Little did Tatsuki know, but the bangle she bought looked very much like the bracelet Ulquiorra had given her, to make her invisible. Memories came flooding back to her as she slipped on the silver band.

"Oh, no…" Tatsuki groaned as they left the boutique, shaking Orihime out her reverie, "Look at the sky. I think it's going to rain soon."

The sky was dark and angry; bubbling clouds hung heavy and low. Thunder grumbled loudly overhead. Orihime reached her palm to the sky, and felt a cold, wet drop fall on her fingertip. "I think it's already starting to," she said, warily eyeing the turbulent clouds. "Well, I should probably get going. I have to go to work soon, anyway."

Tatsuki smiled, "This was a lot of fun. We need to hang out more often." She playfully punched the redhead's shoulder, "No more excuses, okay?"

"Yeah," Orihime sheepishly started, "I'm sorry I've been… kinda out of it lately. There are a lot of things on my mind, but you're right: I needed to hang out and clear my head! I feel much better already."

The expression on Tatsuki's face was a mix of concern and agitation, "Can I ask a blunt question? Are you still stressing over what happened while you were… Away?"

Orihime's gray eyes widened before she dropped her head, staring at her loafers; nervously twirling her sliver bangle around her wrist. "Maybe a little," She admitted, then absentmindedly tucked a strand of auburn hair behind her ear. "Honestly, I don't know if I'll ever really get over what happened in Hueco Mundo. Chalk it up to post traumatic stress disorder or something, but yeah…" She smiled, despite herself, "I'm fine… Really. It'll just take some time, but I promise I'm the same ole me."

Tatsuki cocked a brow, unconvinced, "If you say so. But I still worry sometimes."

Lightning flashed nearby, and the cascading roll of thunder tolled loudly above them. A few more drops of rain pinged around them as it hit the ground. "I think it's about to come down for real," Tatsuki smiled and hugged her friend, sincere and tight. "Stay strong, Orihime," she told her before she released her.

"Thanks," She said, blushing a little, "And stay dry!" Orihime smiled and pointed to the sky in emphasis as more rain twinkled around them, "We'll have to run for cover!"

Tatsuki was already starting to walk down the street, "Ha! A karate master like me can dodge rain!" she smiled.

"Bye! And thanks for the bangle!" Orihime waved and started to walk in the opposite direction her friend was going. She was still feeling elated; today turned out to be a good day. She only had a small, three-hour shift at the bakery before she would be free to go home. She playfully spun her bangle around her wrist. Finally, she had spoken about Hueco Mundo. Granted, it was totally sugar-coated, but it still felt wonderful to have at least someone know that her experiences there still taunted her. She didn't feel as lonely anymore; she had a good friend.

The rain began to fall consistently; the dark drops that randomly dotted the concrete sidewalk were emerging into one sleek, wet surface. Orihime grimaced and started to trot down the sidewalk, trying to quickly get to the sheltered bus stop that was at the end of this street. Another clap of thunder boomed right above her, making her hair stand on end. That was close! She thought. The heavy clouds were making for an early evening, and the street lamps were already starting to turn on. By the time she reached the covered bus stop, her hair, shoulders, and shoes were thoroughly soaked. She plucked at her wet hair in disgust, Great… There was no way to salvage it; she'd just have to pull it into a ponytail when she got to work.

A huge, dense spiritual reiatsu roared at her senses just as lightning flashed across her face. The overwhelming pressure was almost easy to identify: a Gillian Menos.

Orihime whirled around, and could see just the top of the massive Hollow behind the buildings; its white mask and telltale long, pointed nose was aimlessly looking over the city. It roared, terrible and shrieking, and rammed into the structure in front of it. The building exploded in a cloud of dust and debris.

What? Why was this thing here? Orihime was horrified. She hadn't even sensed a Kumon opening to allow the Menos into the Human World. She watched as the Gillian teetered onward in its path of destruction; destroying everything in its path. Citizens screamed in terror, and rushed away from their invisible terrorist. Women were crying, and the shouts of the injured rose above the din of the downpour. Almost as quickly as she felt the Menos, she could feel Ichigo's strong reiatsu surge in the distance, with Rukia not far behind him, but they were too far away to help right immediately. Chad and Ishida were also across the city. Orihime was the only one close enough to help right away.

She ran out of the shelter of the covered bus stop, pushing through the throng of frightened people running from the giant Hollow's devastation. Rainwater soaked her to the bone, as thunder clattered overhead. Even with all of her training, she knew that she couldn't take on a Gillian Menos on her own. But she could help slow it at least; and protect her fellows until the cavalry arrived to vanquish the monster.

She skidded around the slick corner and into the middle of the now-abandoned road, and right at the end of the street the Menos stood, huge and dark against the churning clouds. Its beady, black eyes seemed to focus on Orihime, and it roared. She touched her hairpins on her school uniform's lapel, "Tsubaki! She summoned, "Koten Zanshun, I reject!"

The firey spirit surged from her hairpins, "'Bout time I got some action!" He chastised the girl. Orihime ignored his comment and pointed to the Menos, "We have to keep it occupied until Ichigo and the others come! First strike is critical, and—"

"Oi, I know more about fighting than you, woman! Let me do my thing." The spirit took off towards the Hollow in spear of light. Orihime knew that even though Tsubaki looked like a pin fighting against a haystack, he had some punch in him that would, at the very least, irritate the Hollow to keep his attention on her, and not the horrified city around it.

Tsubaki cut a clean, paper-thin slash right through the base of the giant Menos' black body. It screamed in surprised agony; rainwater shaking from it as it shuddered in pain.

"Tsubaki! Again!" Orihime commanded, and her fairy circled around the monster in a line of light, aiming for the exact same spot as before. But before the spirit closed the distance the second time, the Menos opened its toothy mouth, drawing forth a sphere of power crackling in black energy. A Cero, aimed right at her.

Orihime's eyes widened with a primal fear, "Baigon, Hinagiku, Lily! Santen Kesshun, I reject!" Her fairies flew from her hairpins to form the golden shield just at the blast reached her. The large Cero collided with her shield with such force, it pushed Orihime, and she fell onto the soaked blacktop; her head bounced against the asphalt, hard, and she literally saw stars flash across her vision. The triangular defense shattered just as the Hollow's attack finished. Orihime, still dazed from her fall, glanced upward, and saw that the Hollow had moved, and was towering directly over her. It opened its mouth to form another Cero.

Time seemed to slow then. She saw everything in super slow-motion, and she could swear she heard a familiar voice calling out to her. Who was it? She was so dizzy…

The Menos' Cero was nearly finished forming, and the familiar voice was getting louder, or closer to her. She couldn't figure which; her head hurt so badly. What did he want?

Everything was still going so slowly; she saw the Cero discharge from the Menos' mouth, hurtling towards her, but her head was still so fuzzy, it was hard enough just for her to hold it up to look up as her doom was fired at her. Her heart was hammering in her ears; it was making it so hard to hear what he was saying. That familiar voice… He was screaming at her, wasn't he? Somehow she knew that that was so unlike him. He was always so apathetic; what was he trying to get her to do?

A strange sensation filled her for a tiny moment; for a singular instance in time. She was filled with a reiatsu not her own; it was dark and overpowering, yet it seemed to spring from somewhere deep within her own being. She knew this reiatsu, but for the life of her, she couldn't place where she knew it; it had been such a long time since she felt anything like it.

The Cero descended upon her, and acting on instinct, she raised her hand to block it. The foreign reiatsu flooded into her hand, and as simple as pushing away a balloon, she caught the massive, blistering Cero in her one dainty hand and bounced it away from her. The attack exploded against the Menos' black body, causing a part of the Hollow to dissolve away. It recoiled from Orihime in a screech of pain.

Almost as instantly as it filled her, the foreign reiatsu was suddenly gone. She immediately felt completely drained; the throbbing from her head overpowered her senses, and she collapsed back onto the soaking wet road. She was distantly aware of Tatsuki calling out to her. She tried to stay awake, but it was so hard. She was so, so tried. She closed her eyes just as she felt Ichigo's and Rukia's reiatsu arriving next to her.

End Chapter 1!

A bit of a cliffhanger, but not too bad. I plan to update again in about two weeks. Thanks for reading! Review if you like it... or hate it, haha!