Cifer, Ulquiorra

Ulquiorra is a slender, yet fairly muscular, male Arrancar of average height with a melancholic appearance, fairly short, messy black hair, pale white skin, a black upper lip, and green eyes with slit-shaped pupils similar to a cat's. Part of his bangs falls between his eyes, and he has distinctively thick eyebrows. He has teal lines that descend from his eyes, making it appear as if he is crying. His facial expression rarely changes, and he is almost always frowning. He wears typical Arrancar clothes: a white jacket, black sash, and a white hakama. However, his jacket seems to have longer coattails than others, and the collar is rather high.

Like most other Arrancar, he possesses remnants of his former life as a Hollow in his appearance. His Hollow hole is located on his sternum where a heart would normally be (though initially, the hole was located on the base of his throat, a change that was seen in both the manga and anime). The remainder of his Hollow mask lies on top of his head, forming a broken helmet. He is the fourth-ranked Espada, signified by the tattoo on the left side of his chest.

Ulquiorra is a very cold, callous, dispassionate figure, and is rather aloof, brooding, and indifferent, willing to harm both his comrades and enemies should they ever get in his way. He refers to anyone he does not find interesting as "trash" and treats them as expendable. Despite this, like most of the other top Espada, he is not particularly violent and will only fight when provoked or ordered to by Aizen.

Ulquiorra demonstrates a strange habit when killing victims he is particularly interested in, stabbing them with his bare hand in the same location as his Hollow hole, as stated by Grimmjow. Whether he is consciously aware of this habit or not is unknown. During a speech to Orihime, he claims that he does not believe in Human emotions, which he refers to as the "heart," reasoning that if his eye cannot see them, then they do not exist. These words, and much of Ulquiorra's overall behavior, reflect the concepts of materialism, which also connects to his aspect of death as an Espada, nihilism. In the last seconds of his life, he seems to finally find his own "heart" and understand feelings.

His cold demeanor allows him to stay completely calm and in control in most situations, and he is not easily surprised or caught off-guard. However, he does not seem to comprehend the Human trait of fighting against all odds or the very concept of the Human heart; during his final battle with Ichigo, he completely overwhelms the Shinigami after releasing his Zanpakutō, yet Ichigo continues to fight on regardless. Because of this he shouts at Ichigo out of frustration, telling him that "to continue fighting is pointless." He then transforms into his Segunda Etapa form in an attempt to show Ichigo "true despair." He also seems to contradict himself, telling Ichigo that although it is natural for humans to mimic Hollows to become stronger, they will never be the equal of Hollows, though the Arrancar are doing much of the same by imitating Shinigami.[3]

Ulquiorra is also highly perceptive, cunning, and analytical. During his and Yammy's first visit to the Human world, he makes several surprisingly accurate remarks on the Humans who confronted them. He theorizes that Orihime Inoue's healing power is a temporal-spatial ability, which Aizen later describes as the rejection of fate, and comments on how Ichigo Kurosaki's Bankai can easily cut through Yammy's defenses. He also notes that Ichigo's power fluctuates, varying between very weak and stronger than his own.

Ulquiorra seems to be demanding as well, such as when he came to Orihime's chamber and ordered her to eat a meal an Arrancar servant brought in, claiming that, for Aizen's benefit, it was her "duty" to stay alive. When Orihime hesitates, he threatens to force the food down her throat, or strap her to a table and feed her via an IV. This also implies that, while he prefers not to dirty his hands, Ulquiorra is fully capable of committing truly abhorrent and inhumane actions without feeling any shred of remorse or hesitation.

After Ichigo's Hollow form overwhelms and strikes him down during his last battle, Ulquiorra still maintains his composure and calmly berates himself for being defeated by a "Human-turned-Hollow." Believing that he no longer has a purpose in life since he was quickly defeated by his opponent, he demands that Ichigo kill him, and compliments Ichigo when he decides to use a point-blank Cero to kill him, claiming that the lack of mercy was "rather Hollow-like." This is a marked departure from most of his fellow Arrancar, who died cursing their enemies or with an abject fear of death.

* Javelin Generation: He is shown to have the ability to generate green energy javelins. He uses them as ranged weapons throwing them at an opponent and as a melee weapon.

* Enhanced Speed: His speed is greatly enhanced, able to move great distances in an instant as if to displace himself, and able to push Ichigo to the point that even his Hollow mask-enhanced Bankai has difficulty keeping up.

* Enhanced Hierro: His Hierro has also vastly increased in strength to the point where a Getsuga Tenshō with Ichigo's mask activated has no effect at all.

* Enhanced Spiritual Power: Though already possessing immense spiritual power once released his black, green outlined spiritual energy permeates the area, it is intense enough to create a heavy affect on others as well as to cause what appears as green rain to fall in the surrounding area when he releases.

* Cero Oscuras (黒虚閃, (セロ・オスキュラス), sero osukyurasu; Spanish for "Dark Zero", Japanese for "Black Hollow Flash"): It is a black Cero with a green outline to it, which Ulquiorra states to be similar to Ichigo's black Getsuga Tenshō. This Cero presumably can only be used while he is in his release state. Ulquiorra's Cero Oscuras is powerful enough to blast Ichigo's mask away and destroy a large part of the city-sized Las Noches' dome. Ulquiorra refers to it as "our Cero". It can also be used in the Segunda Etapa form.


Ulquiorra's Resurrección: Segunda Etapa

* Resurrección: Segunda Etapa (刀剣解放第二階層 (レスレクシオン・セグンダ・エターパ), resurekushion segunda etāpa; Spanish for "Resurrection Second Stage", Japanese for "Sword's Release: Second Level") Upon his transformation, Ulquiorra boasts that he is the only Arrancar among the Espada who is able to reach a second Resurrección form, and that even Aizen has not seen him in this form. Ulquiorra refers to his second state as "True Despair", both before and after its release, because the immensely dense spiritual pressure it releases instills despair upon those around him. While he retains his black wings, his long white coat is gone, revealing a more defined musculature with his chest bare and Hollow hole (which has become larger) dripping black, blood-like liquid. His waist becomes covered in something similar to black fur, which also covers his arms and legs. His fingers grow claw-like extensions and his feet become like talons. His irises of his eyes turn yellow while the sclera becomes green. The tear-like marks under his eyes increase and turn black. Ulquiorra's mask remains turn into two long horns, and the #4 Espada tattoo is no longer visible on his chest. He grows a very long and thin but powerful tail which is capable of being used as a weapon or to lift and strangle a victim.

* Overwhelming Spiritual Power: Ulquiorra's already vast spiritual power is significantly increased furthermore upon entering his second stage. Even being within the vicinity of his release instils despair on those who can sense it. Uryū Ishida, a Quincy who is an expert at sensing reiatsu, noted that the density of Ulquiorra's spiritual power was so vast that it could hardly be identified as reiatsu. "It's like no spiritual energy I've ever felt before...It's not just bigger or stronger. It's too dense and heavy to even be called spiritual energy. It feels like there's an ocean above the sky..."


* Lanza del Relámpago (雷霆の槍 (ランサ・デル・レランパーゴ), ransa deru reranpāgo; Spanish for "Lance of the Lightning", Japanese for "Lance of Thunder and Lightning"): Ulquiorra creates a javelin-like weapon using his spiritual power, which he can use as a projectile or as a physical weapon. When thrown, it produces an incredibly-destructive explosion on impact, which dwarfs the fortress of Las Noches in height. Ulquiorra prefers to not use the attack at close range, most likely because the resulting blast would damage himself as well as Las Noches. While he can use these spears in rapid succession, he has difficulty controlling their trajectory. Ulquiorra is also able to use this attack as a blade, and he can use it to either disintegrate material upon impact, as seen when he struck away his own amputated arm that Hollow Ichigo had just thrown at him; or to cut, as seen when he used it to sever one of Hollow Ichigo's horns to prevent him from using a Cero on Uryū.

Arrancar arc
Ulquiorra arrives with Yammy in Karakura Town

Ulquiorra is first seen alongside Yammy Riyalgo when they arrive in Karakura Town to gain information on Ichigo Kurosaki.[4] Yammy comments on his lack of enthusiasm being in the human world, which prompts Ulquiorra to mention that he insisted on coming with him so he shouldn't complain. Yammy apologizes and becomes uneasy that people are starting to gather at the sight they arrived, feeling that they are staring at him. Yammy states he will eat now and uses his Gonzui ability, only to find, much to his displeasure, that the souls are foul tasting. Ulquiorra asks him why he expected such weak souls to taste good and explains to his fellow Arrancar that the humans can't see them, so therefore they couldn't have been staring at him. Yammy admits that he knew before asking who they came to kill. Ulquiorra mentions that they have only come to kill one being and the others can be left alone. When Yammy admits that such a task would be hard. Ulquiorra details that there are currently only three beings of note with any spiritual strength. Upon the arrival of Chad and Orihime Inoue a altercation occurs, resulting in Chad becoming fatally injured.[5] Ulquiorra watches as Yammy attempts to dispatch Orihime, only to be stopped by her Santen Kesshun technique. Then, Yammy notices her Sōten Kisshun technique being used on Chad and questions if she is healing him. Upon noticing this himself Ulquiorra realizes that it is not healing, as it looks more like time reversal or spatial renewal but nothing as simple as healing, making note that he has never seen such a technique before. He then mentions that Orihime is a quite strange for a human. When she tries to attack using her Koten Zanshun technique Yammy easily stops it, much to her dismay. Yammy then asks what should be done with her with Ulquiorra telling him to simply kill her, but he is quickly stopped by the timely arrival of Ichigo.[6]
Ulquiorra analyzes Orihime's abilities.

Somewhat confused, Yammy asks Ulquiorra if this is the target they were meant to find. Ulquiorra confirms that he is and applauds Yammy's lack of subtlety as the reason Ichigo became aware of their presence so fast. He then witnesses with feigned surprise as Ichigo effortlessly blocks Yammy's attack and then cuts off the Arrancar's left arm. As Ulquiorra watches the fight between Ichigo and Yammy, he makes note to himself about Yammy's lack of refinement in battle, as he constantly recklessly charges into battle against Ulquiorra's instruction to learn to read his opponents. Though he readily admits that he is surprised that Ichigo was able to cut through Yammy's Hierro and though he has heard that Ichigo has only just recently attained Bankai, he is taken aback that his reiatsu is so solid. However, he reasons to himself that at his current level Ichigo is no threat to Aizen. After Ichigo soundly beats Yammy, Ulquiorra comments that he is struggling and asks if he wants to switch. Yammy tells him to shut up and proceeds to take out his Zanpakutō, causing Ulquiorra to question whether it is actually necessary to use it against Ichigo. [7]
Ulquiorra hits Yammy.

Ulquiorra watches as Yammy attacks a distracted Ichigo until he is saved by the arrival of Kisuke Urahara and Yoruichi Shihōin. After Yammy is effortlessly beaten by Yoruichi and begins to battle Urahara, who fires a blast at Yammy, Ulquiorra steps in and deflects the blast away from them. He then impales Yammy in the stomach with his hand, scolding him for being so reckless and asking who the two he faced are. He mentions that at Yammy's current level he will not win no matter how much he tries. Ulquiorra then opens a Garganta and tells Yammy that it is time for them to retreat. When Yoruichi questions if they are running away, Ulquiorra plainly tells her that she is foolish to make such a taunt, making note that, if the two of them tried to fight him while protecting the others, it is obvious who would emerge the winner. Ulquiorra then states that his mission is over and that he will report to Aizen that the 'fake' Shinigami he was interested in is nothing more than a piece of trash.[8]
Ulquiorra crushes his eye to show the results of his mission.

Shortly after leaving, Ulquiorra and Yammy arrive back in Hueco Mundo and are greeted by Sōsuke Aizen and an assembly of Arrancar in order to share their findings from the mission to the Human world.[9] Ulquiorra removes his right eye and crushes it, causing it to turn into dust and asks that they all look carefully as it swirls around them, showing them an account of what took place on his mission from his point of view. As Aizen sees for himself, he begins to understand why Ulquiorra chose not to kill Ichigo. As Ulquiorra begins to explain his reasoning, he is interrupted by Grimmjow Jaegerjaquez, who questions his choice to allow Ichigo and his friends live as, regardless of their threat level, they are their enemies. Grimmjow begins to taunt Yammy, but Ulquiorra steps in and ends the building altercation. He then explains that the problem is not Ichigo, as what Aizen is observing is not Ichigo in his current state but his growth rate. Although it is true that his growth rate is quite high, it is disproportionately unstable because it is so immense. He then states that, if they were to just leave him alone, he would eventually destroy himself or become one of their pawns. Grimmjow finds the argument pointless as Ulquiorra could be wrong and he might get powerful enough to get in their way, but Ulquiorra brushes it aside, stating that, if it came to that, he would finish him off himself. Despite the argument, Aizen congratulates Ulquiorra on his work in completing the mission.[10]

A month later Ulquiorra arrives just as Yammy's arm is being reattached. He comments that it was a good idea to bring Yammy's severed arm back though the other Arrancar complains that it will rot as it will take far too long to heal. Yammy then states that it would be nice if their bodies healed on their own like Ulquiorra's eyeballs do. Ulquiorra comments that he should just be happy they could reattach it, as, if his arm was completely destroyed like Gimmjow's was, he would have been kicked out of the Espada as well. Yammy agrees and, after his arm is fixed, they depart as Ulquiorra tells him that Aizen has summoned them.[11] They show up just in time to join several other Espada (including Grimmjow's replacement Luppi) at the creation of an Arrancar. Ulquiorra asks Aizen what the status of the Hōgyoku is, to which Aizen comments that it is on schedule as far as Soul Society is concerned. He then explains how he is capable of using it at full power, resulting in the creation of Wonderweiss Margera. Aizen then asks Ulquiorra if he remembers the directive he gave him last month. The latter acknowledges that he does, with Aizen placing his full confidence in him to do what he deems necessary to carry out the mission, including allowing him to take whomever he chooses though he insists Grimmjow go along as well.[12]
Ulquiorra threatens Orihime

Ulquiorra then sends Yammy, Wonderweiss, Luppi and Grimmjow to Karakura Town to act as a distraction to the Shinigami while he goes to capture Orihime. As she travels through the waste dimension from Soul Society to the Human world, she is accompanied by two Shinigami. She is startled at the arrival of Ulquiorra via Garganta, who questions Soul Society's use of only two escorts.[13] Though he states that only two guards aren't to his liking, he says that the fact that walls in the waste dimension have been stabilized is just fine by him as it is not his style to rush a conversation. Before anyone can react, he fatally injures one of the escorts with a Bala blast, which prompts Orihime to use her Sōten Kisshun technique to heal him. Before the other escort can get away, however, he is fatally injured as well by another Bala blast. Orihime widens her field of healing to encompass both injured men. Ulquiorra is amazed at the level of her power and tells her to come with him and not to speak as her answer will have to be yes, for if she says anything else he will kill her. However, he spares her as he reasons that he will kill her friends anyway. He then shows her friends engaged in their own fights elsewhere. Ulquiorra continues explaining that she is not to speak or ask questions as she has no rights; they are not negotiating and it is entirely up to her if her friends die. He then explains that Aizen desires her power and he is under orders to bring her back unharmed.[14]
Ulquiorra stops Grimmjow from releasing his Zanpakutō

Ulquiorra arrives just in time in the battle between Ichigo Kurosaki and Grimmjow Jaegerjaquez to stop Grimmjow from releasing his Zanpakutō. He then states that their mission is accomplished and multiple Garganta open up to take back the Arrancar present via Negacion. As they leave, Ulquiorra notices that within Ichigo's reiatsu there are traces of a new power that he has acquired, but is unsure as to what extent.[15]

By threatening her friends' lives, he convinces Orihime to come peacefully, allowing her to say goodbye to one person beforehand. This makes it appear as if she betrayed her friends of her own free will.[16]
Hueco Mundo arc

Upon arriving in Hueco Mundo, Ulquiorra brings Orihime to Las Noches for an audience with Aizen. He has her display her powers to all Espada assembled, by "regenerating" Grimmjow's arm much to the disbelief of Luppi who believed such a thing impossible. Aizen has Ulquiorra confirm this is the power that he spoke of upon his first excursion into the Human world. He then silently watches as Grimmjow has Orihime heals his Espada tattoo and summarily kill Luppi to fully regain his position in the Espada ranks.[17]

Ulquiorra appears again during Aizen's meeting about Ichigo Kurosaki, Yasutora Sado, and Uryū Ishida entering Hueco Mundo to save Orihime Inoue.[18] Afterwards, Aizen warns the Espada to treat the intruders with caution as just four of them went into Soul Society and faced the Gotei 13. Zommari Leroux notes that he is missing one as there are only three intruders currently. Ulquiorra mentions that they are missing Orihime. He then sits silently as the other Espada argue until Grimmjow interrupts them by attempting to walk out against Aizen's orders. He, alongside the other Espada, sits silently while Aizen subdues Grimmjow with his Spiritual Pressure to keep him in line.[19]
Ulquiorra tells Orihime that her friends have come to rescue her

Shortly afterwards, Ulquiorra arrives in the room where Orihime is being kept in Las Noches and informs her that her friends have infiltrated Hueco Mundo. When she asks why, Ulquiorra explains that they have come to rescue her and that it is the only reason they need.[20] He then states that for her such a thing should have no more meaning, because, in both mind and body, she is their comrade. He explains that her wearing the same clothes as the Arrancar signify that concept. He then forces her to acknowledge that her clothes signify that her mind and body exist for Aizen's will.[21]
Ulquiorra explains the psychological cages put in Orihime to Nnoitra

As Ulquiorra leaves Orihime, he acknowledges that, although she showed dismay for a second and didn't flinch at his questions, this is a girl of strong spirit. His thoughts are interrupted by Nnoitra Jiruga, who asks how his handling of the girl is and explains how he knew all about how Aizen had entrusted her care to him. He then asks how far along he has gotten in "taming" her, but Ulquiorra ignores him and walks away, calling him degenerate scum. Undeterred, Nnoitra uses Sonido to move in front of him and asks Ulquiorra to not get so testy as he is only asking if everything is going well. Ulquiorra can't comprehend why Nnoitra really cares about something so trivial, but tells him not to worry as Orihime has been under Aizen's spell even before she arrived in Hueco Mundo. Nnoitra then questions if Aizen used Kyōka Suigetsu as usual, though Ulquiorra assures him that the situation was not that big of an issue to warrant its use. He further explains that the moment that she was invited there, multiple psychological cages were put in place; by putting her friends in danger, she was forced into a situation where she couldn't refuse and was forced to surrender. Following that, they gave her a 12-hour period to say goodbye to one of her friends. Nnoitra still doesn't get the significance of the psychological cage that was spoken about. Ulquiorra further explains that she is set to believe that they are not the enemy, and therefore she will follow them of her own free will. He also makes note that, by allowing her to say goodbye to a friend of her own choosing, it allowed her to leave evidence of her free will in the event so that she would be looked upon as a traitor. Finally understanding, Nnoitra states that the plan was well thought out and that he would expect nothing less of Aizen, though Ulquiorra corrects him, stating that such things to Aizen are nothing more than a game: if she is trapped then that is good, if she is not then that is okay as well, as either way she does not have the power to escape from Hueco Mundo or even the will to turn against them. Afterwards, Ulquiorra arrives as Aizen presents the Hōgyoku to Orihime.[22]
Ulquiorra provokes Ichigo into attacking him.

Ulquiorra reappears to confront Ichigo Kurosaki as he and Nel make their way through Las Noches.[23] Ulquiorra tries to taunt Ichigo, stating that Rukia Kuchiki is dead after sustaining wounds during her fight with Aaroniero Arruruerie. Unsure of whether or not to believe him, Ichigo proceeds to leave, causing Ulquiorra to question if he can do so without killing him first when Ichigo states that he has no reason to fight him. Ulquiorra is perplexed at first until Ichigo explains that although Ulquiorra is the enemy, he has yet to harm any one of his friends. Ulquiorra responds by asking Ichigo what would happen if he told him that he was the one who kidnapped Orihime and brought her to Hueco Mundo. Ichigo attacks as he expresses his realization that Orihime didn't come there of her own free will, but it is blocked by Ulquiorra, who finds it weird that her friends would come to save her if they had doubts about her loyalty. He scolds Ulquiorra for making Orihime get branded a traitor and reasons that he because he has no time to deal with him, they should go all out. He then releases his Bankai. Ulquiorra is unimpressed, but is shocked to see Ichigo wearing a hollow mask. Ichigo then uses a Getsuga Tenshō-enhanced attack against the Espada. Ulquiorra blocks the attack with his forearm, though Ichigo manages to push him back, sending him flying through a number of pillars. As he gathers himself to launch an attack of his own, Ichigo sends a Getsuga Tenshō at him, claiming that the fight is now over. Ulquiorra shows his power by stopping the blast with his bare hands. The force of the blast pushes him back a considerable distance as it makes contact.[24]
Ulquiorra reveals his rank as the 4th Espada.

Assuming he has won, Ichigo goes to leave with Nel, only to find that Ulquiorra is not only alive, but barely scratched by the attack. Ulquiorra is disappointed that Ichigo actually believed he wouldn't be able to stop the blast even with both hands. He then asks Ichigo if that was all of his power. When Ichigo does not respond, he concludes that it is quite clear that it was. Disappointed, he fires a Cero at Ichigo, sending him flying through a huge hole the Cero blasted through the wall and out into the desert. Ichigo gets up and runs to see if Nel is okay, only to find Ulquiorra moving right beside him. The Espada kicks him, sending him flying a large distance into a large pillar. Ulquiorra then appears before him and states that he summoned his mask before the Cero hit him, allowing him to defend himself via its power, if only for a split second, impressing the Espada with his reaction time. However, he deduces that, this time, the mask shattered in a instant and next time he won't be able to bring it out at all. He then asks for Ichigo to surrender. Unwilling to give up, Ichigo stabs Ulquiorra in the shoulder and tells him he refuses to surrender, reasoning that, because Ulquiorra is the main Espada, after he finishes him off everyone else will be simple clean-up. Ulquiorra looks at him, unfazed by the attack and grabs his sword, pulling it away from him to the side, causing his coat to rip open, and revealing that not only is he uninjured by that attack, but he is not the main Espada; the Espada tattoo on his left pectoral shows that he is only number four. Ichigo can barely believe his eyes and asks if he is number four, to which he Ulquiorra responds that he is the Cuatro Espada Ulquiorra Cifer, and among the Espada his power is ranked fourth. He then impales Ichigo through the chest with his bare hand and tells him that he cannot defeat him, and that even if he did there are three more Espada above him. He concludes that there can never be any victory for either him or his friends.[25] As Ichigo lies fatally wounded, Ulquiorra expresses his disappointment that he overestimated Ichigo's abilities, as he failed to meet his expectations. He leaves Ichigo, suggesting that he retreat if able to and die if not die; either way, his journey has ended.[26]
Grimmjow attacks Ulquiorra.

He returns to Orihime's room in Las Noches and questions Loly and Menoly about what took place there as Orihime is gone and the room is trashed.[27] After discovering that Grimmjow has taken Orihime, Ulquiorra tracks them down with ease.[28] Ulquiorra immediately questions what Grimmjow is doing going out of his way to heal an enemy that he has defeated. When it becomes clear that he will get no answer, Ulquiorra states that Aizen has placed Orihime in his care and tells Grimmjow to hand her over. However, Grimmjow refuses. He then goes to attack Ulquiorra, but the attack is easily blocked. Grimmjow then tries to taunt him, stating that he is afraid to fight him. He fires a Cero, which Ulquiorra blocks and, using Sonido, Ulquiorra appears above Grimmjow and fires a point blank Cero himself. Grimmjow counters it with one of his own, sending both Espada flying into the pillars. Ulquiorra gets up out of the rubble unscathed, only to be grabbed from behind by Grimmjow, who throws a portable Caja Negación field into Ulquiorra's hollow hole, temporarily trapping him in another dimension.[29]
Ulquiorra unsheathes his sword to fight Ichigo.

Aizen eventually leaves Hueco Mundo for the Human world and leaves Las Noches in the control of Ulquiorra, who returned from the other dimension by ripping an opening back into Hueco Mundo.[30] As he awaits Ichigo's arrival, he asks Orihime if she feels any fear now that Aizen doesn't need her anymore and there is no one left to protect her and says that she will die in Hueco Mundo all alone. She boldly answers no, and states she has confidence in her friends and Ichigo and that she is not fearful because her heart is with them.[31] She elaborates further, detailing how she left to protect them, how at first didn't understand why they followed her even when she tried to protect them, and how she eventually understood their actions.[32] Ulquiorra, unable to understand how she can harbor such feelings, presses her further. He asks her what a heart is, as he hears humans talk of it all the time to the point that it seems a physical concept. He then reaches out to touch the area above her heart, asking where he can find it. Just as he is about to further interrogate her, Ichigo breaks in, prepared to fight. Ulquiorra unsheathes his sword to kill Ichigo in order to protect Las Noches.[33]

Ichigo tells him to get away from Orihime, to which Ulquiorra responds that he has every intention of doing so as Aizen's orders are to guard Las Noches in his absence and not to kill her. He then notes that, unlike her, Ichigo is different as killing him would be protecting Las Noches; he then resolves to destroy him with his sword. Ichigo is surprised, stating that he believed that he would have to force him to take out his sword. He then questions Ulquiorra if he finds him a worthy opponent, to which the Espada answers that, at the very least, he sees him as someone who must be destroyed.[34]
Fake Karakura Town arc
Ulquiorra's attack is blocked by Orihime's Santen Kesshun.

The two battle, with Ichigo on the defensive blocking Ulquiorra's amazingly fast attacks, but he eventually decides to go on the offensive and follows the Espada's movements close enough to catch his arm and land a blow. Although the blow barely cuts Ulquiorra, it proves that Ichigo is now stronger and capable of seeing his movements where he was unable to do so in their previous battle. Undeterred, Ulquiorra shows Ichigo his true speed, amazing him that he can move even faster. He closes in on Ichigo only to be repelled by Orihime's Santen Kesshun technique.[35]

Ulquiorra asks her why she chose to help Ichigo, to which Orihime does not know what to say. Ulquiorra proceeds to tell her why she interfered, though before he can tell her Ichigo interrupts and says that none of it matters. He then prepares a Getsuga Tenshō, but Ulquiorra tells him that by now he should know that technique will not work on him. Ulquiorra is surprised that Ichigo does not release the blast, instead keeping it wrapped around his sword so that his blows have the power of Getsuga behind them. Before Ichigo can gain any footing, Ulquiorra deflects the attack and states that, although Ichigo may think he has developed a skill to use against him, he must have forgotten that the technique did not work against him even with his mask on and that an unmasked Getsuga is useless no matter how he uses it. When Ichigo notices the presence of Loly and Menoly, who have grabbed Orihime while she stood back from the fight, he advances on them, but Ulquiorra intercepts Ichigo and misdirects his Getsuga Tenshō. He tells Loly not to misinterpret his actions for he was not trying to save her. He then continues blocking Ichigo's way to Orihime while monitoring the situation behind him and tells Ichigo that he will have to kill him in order to fight anyone else. They are then interrupted by the arrival of Yammy as he bursts through the floor.[36]

Yammy states that he is there to help him. Ulquiorra replies he did not ask for his help, and he notices Yammy has recovered fully. Ulquiorra tells him his job is elsewhere, suggesting he should either go back to sleep or fight the other Captains that are nearby, but Yammy refuses. When questioned by Yammy about why the females are there, Ulquiorra simply tells him to ask them, turning around to engage Ichigo once more and block his path to Orihime. When Yammy defeats Menoly and Loly, he asks Ulquiorra if he is allowed to kill Orihime next, but Uryū Ishida arrives and uses a special landmine developed by Mayuri Kurotsuchi to critically injure Yammy, causing him to fall to the bottom of Las Noches.[37][38]
Ulquiorra attempts to decapitate Ichigo.

Ichigo finally dons his Hollow mask and proves to be completely resistant to Ulquiorra's attacks, even managing to begin cracking his blade. Ichigo fires another Getsuga Tenshō but Ulquiorra dodges it and moves through the hole in the wall to the outside and fires a cero at Ichigo. He is surprised to find that Ichigo has effortlessly blocked it. Ulquiorra quickly uses Sonido to get above Ichigo and head to the top of of the dome of Las Noches with Ichigo close behind.[39] As Ichigo notices their location, Ulquiorra explains to him that there are two things forbidden within Las Noches: the first is using the Espada's Gran Rey Cero, and the second is any of the Espada ranked four or above releasing their Zanpakutō, as either has the potential power to destroy the fortress. He then proceeds to release his own Zanpakutō with the command "Enclose," followed by "Murciélago." After going into his released state, Ulquiorra warns Ichigo to stay focused and alert before using Sonído and attacking him with a spiked weapon. Ichigo defends himself with a Getsuga Tenshō reflexively, yet the upper-right portion of his mask is destroyed. Ulquiorra notices the reflex and says that if Ichigo had not done so, then his head would be lying at his feet.[40]

Ulquiorra mentions that Ichigo's power has increased and that he is able to maintain it longer but he was still able to easily shatter his mask, He then goes to attack Ichigo.[41] As the javelin hurtles toward Ichigo he dodges until Ulquiorra gets in close and goads him into using his Getsuga Tenshō. He reasons that Ichigo is at his strongest and Getsuga is his strongest attack, so he therefore should use the Getsuga Tenshō. Ulquiorra promises to show him the true difference in their power. Ichigo states he was going to do so anyhow and releases the attack, but Ulquiorra is completely unharmed. The Cuatro Espada mentions that Ichigo's Getsuga Tenshō is similar to his Cero. When Ichigo disagrees, Ulquiorra notes that he hasn't yet seen it, and demonstrates the Espada's fully powered Cero Oscuras.[42]

The Black Cero critically injures Ichigo and completely destroys his mask.[43] As Ichigo falls Ulquiorra hurls him into a nearby building and tries to force Ichigo to give up, believing he has successfully proven himself to be vastly stronger and that Hollows are superior to humans and Shinigami in power. When Ichigo tries to use Getsuga in defiance, Ulquiorra loses his calm and slices him with his javelin destroying the tower they are in, saying it is useless for Ichigo to keep trying. He then strikes a falling Ichigo again sending him flying into another tower, then picks Ichigo up by the throat and tells him to just drop his sword and give up as by now he can see the difference in their strength. Ichigo asks him if he thinks he should give up just because he is stronger than him. Ichigo states that as he has always known that Ulquiorra was stronger, nothing he sees will change his mind and that he will defeat him regardless of his strength. Hearing this, Ulquiorra decides to show Ichigo true despair by transforming into his second release form.[44]
Ichigo blasted by Ulquiorra's Cero Oscuras.

Ulquiorra explains to the stunned Ichigo that, among the Espada, only he has achieved a second release form, which even Aizen has not witnessed. Ichigo still attempts to fight showing no fear, Ulquiorra resolves to make Ichigo understand fear, even if he has to tear Ichigo's body to shreds. He flies towards Ichigo at full force and easily overwhelms him with his speed, sending him flying into another large pillar. He grabs Ichigo's blade and whips him with his tail sending him hurtling but Ichigo goes on the defense summoning his hollow mask. Ulquiorra expresses his inability to understand Ichigo's resolve, believing it is a Human's "heart", which causes them pain and will result in their deaths. When Ichigo explains he has no choice but to win the fight, Ulquiorra calls him a fool. Uryū and Orihime arrive to the top of the dome just in time to see Ulquiorra send a Black Cero through Ichigo's chest.[45]

After dropping Ichigo's limp body, Orihime attempts to heal him, but Ulquiorra blocks her path, stating that her powers are not enough to bring Ichigo back to life. Uryū fires an arrow at him, but Ulquiorra easily deflects it with his wing. Even a volley of arrows proves ineffective, and Ulquiorra expresses that he believed Uryū to be the calmest of Ichigo's friends. Uryū states that he is calm, which is why he is able to fight him. As Orihime's attempt to heal Ichigo fails, Ulquiorra manages to sever Uryū's left hand. Despite this, Uryū tries to fight the Espada, but is quickly defeated. Orihime, not knowing what to do, begins to panic and screams for Ichigo to help. Ichigo's arm begins to move and his hair begins to grow longer.[46]
Ichigo blasts Ulquiorra with his own Cero.

Ichigo stands, appearing entirely different wearing a new Hollow mask with long horns. Shocked at his enemy's unexpected revival, and believing Ichigo to be dead, Ulquiorra demands to know who he is. Ichigo summons his sword to his hand without touching it and answers with a roar. Believing words to be useless, Ulquiorra fires a Cero Oscuras. To his surprise, Ichigo fires a Cero powerful enough to counter it. Ulquiorra refuses to believe a human could release a Cero, especially one capable of blowing away his own. Ichigo appears behind him and effortlessly takes off the Espada's left arm.[47] He quickly regenerates the arm, and states he is the only Arrancar capable of instantly regenerating any non-vital body part, as all others would rather have greater strength. He resorts to using Lanza del Relámpago, a powerful spear made of energy. Ulquiorra tells Ichigo to stay right where he is, because he does not want to risk using it at close range. The attack misses, creating a massive explosion in the desert and causing Ulquiorra to state to himself that it is a difficult technique to control. Once a second spear is prepared, Ichigo appears right beside him, startling Ulquiorra because he used the Hollow equivalent to Shunpo, Sonído. Ichigo throws the detached arm at him, but Ulquiorra slashes it away and thrusts the spear. Ichigo catches it with a single hand and breaks it. Ulquiorra is left dumbfounded, allowing Ichigo to slice him down the torso and slam him to the ground. Ulquiorra states that he cannot believe he was defeated by a Human turned Hollow. Ichigo steps on Ulquiorra's head and begins charging a Cero. Ulquiorra comments on how Ichigo shows no mercy, something very Hollow-like, but because Ichigo has beaten him he has no reason to live. Ichigo releases the Cero, creating a vast and powerful explosion on the dome of Las Noches.[48]

Ulquiorra barely survives, but his left arm, both legs, and lower torso are blown away in the blast. Ichigo tosses his tattered body aside and prepares to impale his throat with his sword. Uryū stops him, stating Ichigo will no longer be Human if he goes through with such a merciless finish. Ichigo stabs Uryū in retaliation, revealing that while he can no longer tell friend from foe, his only intention is to protect Orihime. Just as he is about to attack Uryū with a Cero, Ulquiorra, having partially regenerated, severs one of Ichigo's horns, causing his Cero to disperse skyward.[49] The explosion shatters Ichigo's mask and he collapses to the ground. As his body and leg begin to regenerate, Ulquiorra thinks to himself that it is merely a front, as his internal organs were decimated from Ichigo's Cero and cannot regenerate. Even so, he believes Ichigo is finally dead. However, the hole in his chest completely repairs itself and Ichigo awakes, shocking Ulquiorra with his ability to use high-speed regeneration. He removes Zangetsu from Uryū's chest and throws it to the newly awoken Ichigo and demands for the fight to finish.[50]
Ulquiorra is entrusted with a heart.

Ichigo refuses, stating his arm and leg should be cut off too for the fight to be fair, as it was his Inner Hollow who interfered. Ulquiorra prepares to cut off his arm and leg, but his body begins to dissolve into ash and he realizes he is finished. He tells Ichigo to kill him now, but Ichigo again refuses. Ulquiorra woefully exclaims Ichigo never does what he wants, and he admits that his interest in humans has increased. He takes one final glance at Orihime and asks her if she is frightened of him. With a saddened expression, she tells him she is not afraid. In his final thoughts, Ulquiorra ponders what a heart is. The Cuatro Espada reaches out to Orihime with his hand, but before Orihime can grab hold of it his own hand begins to dissolve into ash. From her gesture he finally realizes what a heart is, believing that there in his disintegrated hand is a heart. Ulquiorra fades entirely into the wind.[51][52]