Ulquiorra Cifer

, originally romanized as Ulquiorra Schiffer or Shiffer, is Espada cuatro (4) in Aizen's army of Arrancar, and is one of the series' central antagonists, as well as one of Ichigo's main Arrancar rivals.

Appearance
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. One of his bangs falls between his eyes, somewhat similar to the Shinigami Rukia Kuchiki, 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.

Personality
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 has a strange habit of killing victims he is particularly interested in by 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 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, can lead one to assume that he is a firm believer in the concept of materialism, which also connects to his aspect of death as an Espada, nihilism. In the last seconds of his life, he seemed to have finally found his own "heart" and understood feelings.

His cold demeanor allows him to stay completely calm and in control in most situations, and he is not easy 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 a Human heart/emotions; during his latest battle with Ichigo, he completely overwhelms the Shinigami after releasing his Zanpakutō, yet Ichigo continues to fight on regardless. This briefly causes him to lose his cool, causing him to shout at Ichigo out of frustration that "to continue fighting is pointless". He then transforms into his Segunda Etapa form in an attempt to show him "true despair". He also seems to contradict himself, telling Ichigo that it's natural for humans to mimic hollows to become stronger; but they will never be the equal of hollows, though the Arrancar are doing much of the same by imitating Shinigami.

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 Ichigo's power fluctuation, which varies 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 hesitated, he threatened 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, now that he was quickly defeated by his opponent, he then demands that Ichigo kill him, and compliments Ichigo when he decides to use a point-blank Cero to kill his opponent, claiming that the lack of mercy was "rather Hollow-like". This is a marked departure from most of his fellow Arrancar, who mostly died cursing their enemies or with an abject fear of death.

Arrancar arc
Ulquiorra is first seen alongside Yammy Riyalgo when they arrive in Karakura Town to gain information on Ichigo Kurosaki. 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 they are staring at him. Yammy states he will eat now and uses his Gonzui ability only to find much to his displeasure the souls are foul tasting. Ulquiorra asks him what did he expect, such weak souls to taste good. Explaining to his fellow Arrancar that the humans can't see them so therefore they couldn't have been staring at him, to which Yammy admits that he knows before asking who have they come 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. 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.

Somewhat confused Yammy asks Ulquiorra if this is the target they were meant to find, Ulquiorra confirms that he is an 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 of 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. Though 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's actually necessary to use it against Ichigo.

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 and scolding him for being so reckless, stating who the two he has face are and mentioning that at Yammy's current level he will not win no matter how much he tries. Ulquiorra then opens a Garganta and tells Yammy its time they 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 would be obvious who would emerge the winner then. Ulquiorra then states that his mission is over and he will report to Aizen that the 'fake' Shinigami he was interested in is nothing more than a piece of trash.

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. 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 they regardless of threat level 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's 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 may 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.

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. 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 is the status of the Hōgyoku, to which Aizen comments that is on schedule as far as Soul Society is concerned anyhow. 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, who 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.

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 Societies use of only two escorts. Though he states that only two guards aren't to his liking but the fact that walls in the waste dimension have been stabilized is just fine by him as its 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 but before the other escort can get away he is fatally injured as well by Ulquiorra using 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 be yes for if she says anything else he will kill, but spare her as he will kill her friends which he shows her 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.

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 them back the Arrancar present via Negacion. As they leave Ulquiorra notices that within Ichigo's reiatsu there is traces of he has acquired a new power, but is unsure as to what extent.

By threatening her friends' lives, he convinces Orihime to come peacefully, allowing her to say goodbye to one person beforehand, which at the same time made it appear as she betrayed of her own free will.

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.

Ulquiorra appears again during Aizen's meeting about Ichigo Kurosaki, Yasutora Sado and Uryū Ishida entering Hueco Mundo to save Orihime Inoue. After 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.

Shortly 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 they have come to rescue her and that is the only reason they need. He then states that for her that 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.

As Ulquiorra leaves Orihime he ponders that although she showed dismay for a second and didn't flinch at his questions, he acknowledges that this is a girl of strong spirit. His thoughts are interrupted by Nnoitra Jiruga who asks how is his handling of the girl, explaining 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 as testy as he is only asking if everything is going well. Ulquiorra can't comprehend why Nnoitra really cares as its 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 has used Kyouka Suigetsu as usual, though Ulquiorra assures him that this 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 made her surrender. Following that they gave her the 12 hour period to say goodbye to one of her friends. Nnorita still doesn't get the significance of the psychological cage that was being spoken about. Ulquiorra further explains that she is basically set to believe in her own mind that they are not the enemy and then 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, will allow her to leave evidence of her free will in the event so she will be looked as a traitor to her friends. Finally understanding Nnoitra states that plan is well thought out and 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. Ulquiorra arrives as Aizen presents the Hōgyoku to Orihime.

Ulquiorra reappears to confront Ichigo Kurosaki as he and Nel make their way through Las Noches. Ulquiorra tries taunting Ichigo stating that Rukia Kuchiki is dead after sustaining wounds during her fight with Aaroniero Arruruerie. Unsure of whether to believe him Ichigo proceeds to leave causing Ulquiorra to question if he can do so without killing him first, when Ichigo states he has no reason to fight him. Ulquiorra is perplexed at first until Ichigo explains that he maybe the enemy but he has yet to harm any one of his friends. Ulquiorra responds that what if he told him he is the one who kidnapped Orihime and brought her to Hueco Mundo. Ichigo attacks as he expresses her 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 to her loyalty. He scolds Ulquiorra for making Orihime get branded a traitor and states that he has no time to deal with him so they should go all out, he then releases his Bankai. Ulquiorra is unimpressed but is shocked to see Ichigo wearing a hollow mask and then use 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 the fight is now over. Ulquiorra shows his power by stopping the blast with his bare hands and pushed back a considerable distance by the force of the blast as it makes contact.

Assuming he has won Ichigo goes to leave with Nel only to find the 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 it resolves that its 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 before 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 verse its power if only for a split second, impressing the Espada with him reaction time. But he deduces that this time the mask shattered in a instant and next time he wont be able to bring it out at all, he then asks that Ichigo simply surrender. Unwilling to give up Ichigo stabs Ulquiorra in the shoulder and tells him he refuses to surrender, as how he figures it Ulquiorra is the main Espada so after he finishes him off everyone else will be simple clean-up. Ulquiorra looks at him unfazed at the attack and grabs his sword pulling it away from him to the side causing his coat to rip open, revealing that not only is he uninjured by that attack but he is not the main Espada as his 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. Stating there can never be any victory for either him or his friends. 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 alive but heavily wounded, suggesting to him that he retreat if able and if not die there but either way his journey has ended.

He returns to Orihime's room in Los Nochas and question Loly and Menoly about what took place there as Orihime is gone and the room is trashed. After discovering that Grimmjow has taken Orihime, Ulquiorra tracks them down with ease. 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 but 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 and fires a Cero, which Ulquiorra blocks and using Sonido appears above Grimmjow and fires a point blank Cero himself but Grimmjow counters with 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 for the time being.

Aizen eventually leaves Hueco Mundo for the Human world and leaves the control of Las Noches to Ulquiorra, who returns from the other dimension by ripping a opening back into Hueco Mundo. As he awaits Ichigo's arrival, he questions Orihime if she feels any fear as seeing that now that Aizen doesn't need her anymore there is no one left to protect her. 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. She elaborates further detailing how she left to protect them and at first didn't understand at first why they followed her when she was trying to protect them but then she eventually understood their actions. 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 was be a physical concept, he then reaches out to touch the area above her heart, asking where he can find it. But 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.

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, he has no orders 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 questioning Ulquiorra if he finds him a worthy opponent to which the Espada that at the very least, he sees him as someone who must be destroyed.

Fake Karakura Town arc
The two battle with Ichigo on the defensive blocking Ulquiorra 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 doesn't injure him it proves that Ichigo is now stronger capable of seeing his movements when last they fought he was unable to. 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.

Ulquiorra asks her what she is doing and why did she help Ichigo. Orihime doesn't know what to say though before Ulquiorra can tell her why she interfered; Ichigo interrupts and says that none of it matters. He then fires a Getsuga Tenshō but Ulquiorra tells him that by now he should know that technique doesn't work on him. Ulquiorra is surprised that Ichigo doesn't release the blast, but keeps it in 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 won't work against him even with his mask on and without his mask he has no hope as it does not matter how he uses it. When Ichigo was about to attack Loly and Menoly, who have grabbed Orihime while she stood back from the fight and threaten to pluck out her left eye if he advances on them, Ulquiorra intercepts Ichigo and misdirects his Getsuga Tenshō. However, he tells Loly not to get the wrong idea about his actions and that he isn't helping 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 wall.

Yammy states that he's there to help him. Ulquiorra replies he didn't ask for his help, and he notices Yammy has recovered fully. Ulquiorra tells him his job is elsewhere, and then suggests he should 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.

Ichigo finally dons his Hollow mask and he 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. 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 of 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.

Ulquiorra mentions that Ichigo's power has gotten stronger and notes how he is able to maintain it longer but he was still able to easily shatter his mask, He then goes to attack Ichigo. 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. He therefore should use and Ulquiorra promises to show him how strong he really is. 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.

The Black Cero critically injures Ichigo and completely destroys his mask. As Ichigo falls Ulquiorra throws into the nearby building and tries to force Ichigo to give up, believing he's 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's useless for Ichigo to keep trying. He then strikes a falling Ichigo again sending him flying into another pillar, he 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 does he think he should give up just because he is stronger than him. As he has always known that Ulquiorra was stronger, but nothing that he has seen has changed his mind and that he would defeat him regardless. Hearing this, Ulquiorra decides to show Ichigo true despair by transforming into his second release form.

Ulquiorra explains to the stunned Ichigo that only he among the Espada has a second release form, which even Aizen hasn't witnessed. Ichigo still attempts to fight showing no fear, Ulquiorra notices that intends to try and win this fight so he resolves to rip Ichigo's body to shreds and make him understand fear. He then flies at Ichigo in full force but he speed easily overwhelms him as Ulquiorra sends him flying into another large pillar. He grabs Ichigo's blade and hits him with his whip like 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.

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.

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 are 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. 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 doesn't 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 he can't 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.

He barely survives, but his left arm, both legs and lower torso were 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. The explosion shatters Ichigo's mask and he collapses to the ground. As his body and leg begins to regenerate, Ulquiorra thinks to himself that it is merely a front, as his internal organs were decimated from Ichigo's Cero and can't 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.

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 isn't 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.

Powers & Abilities
Master Swordsmanship Specialist: Though he rarely engages in it, Ulquiorra appears to be highly skilled in swordsmanship. He is capable of using his speed for flawless precision and to inflict lethal attacks without much effort. Ulquiorra prefers to wield his sword with his right hand, leaving the other hand free, though it usually remains in his pocket. He is quite adept at blocking. He was able to fend off Ichigo using his Hollow mask-enhanced Bankai long enough to reach the top of Las Noches, though his Zanpakutō was nearly broken.

Master Hand-to-Hand Combatant: Ulquiorra has shown to rely mostly on hand-to-hand combat, rarely drawing his sword at all. Ichigo speculates that he only draws his sword against opponents he considers "worthy". Ulquiorra also seems to prefer applying an "off-the-ground" method of combat, often being seen attacking opponents from aerial standpoints, such as when he attempted to use his Cero on an offending Grimmjow by attacking him from the air above his head, or when he jumped upwards with a Sonído in an attempt to catch Ichigo off guard during their most recent confrontation. His trademark attack towards prey that he likes is to impale an opponent in the chest and gouge a hole in them in the same place as his own.

Sonído Master: One of Ulquiorra's more noticeable traits is his tremendously skillful speed. He has demonstrated the ability to catch up with Ichigo after kicking him from a tower in a few moments. He has also shown the ability to skillfully keep up with Ichigo's Bankai speed. Ulquiorra moves at an excessively fast speed in combat, so fast that Ichigo found it hard to even discern his movements at first. Though he shows an even greater level of speed, astonishing and outclassing Ichigo even further.

Keen Intellect: In addition to his remarkable combat prowess, Ulquiorra is also gifted with great insight and understanding of situations at hand. His intelligence is such that even Aizen, a man arguably best-known for his intellect, harbors respect for, as he sent Ulquiorra to investigate Ichigo's power and threat level. With his calm and collected nature, Ulquiorra can be highly perceptive and analytical, allowing him to easily deduce the basic idea of his opponent's skills to figure out their strengths and weaknesses.

Cero: Ulquiorra has been shown shooting Cero from his fingers with excessively destructive power. His Cero can be charged and fired relatively fast and is a green color instead of red, which is the most common color of a Cero. The force of the blast is powerful enough to send an opponent hurtling long distances, effectively destroying any obstacle in its path at great range. He is shown able to fire it from either hand.

Bala: This technique hardens the user's spiritual pressure and fires it like a bullet from their fist. Ulquiorra has a red Bala, as seen in the kidnapping of Orihime.

''': refers to the hardened skin of the Arrancar, which is a result of their compressed spiritual power. While not openly stated, it has been seen repeatedly that Ulquiorra's skin is highly durable even by Arrancar standards. He can deflect attacks of similar power barehanded. He is able to fight Ichigo in his Hollow form without unsheathing his sword, rendering Ichigo defenseless with two attacks and not sustaining injuries of any kind. The best example of his Hierro's might was shown from his ability to take a direct slash from Ichigo's Tensa Zangetsu with only a minor cut on his chest, while his fellow Espada Yammy lost an arm from the said opponent. Also, in his released form, Ulquiorra's Hierro appears to be even stronger, as Ichigo's strongest attacks seem to have no effect on him. '''

Enhanced Pesquisa: The Arrancar ability to sense spiritual energy. While any Arrancar can learn it, Ulquiorra has shown impressive skill with it. From a single glance at his opponent, Ulquiorra can immediately determine how powerful his opponent is. He is also able to comprehend the flow and concentration of the person's energy as shown from his ability to instantly notice Ichigo's energy was fluctuating due to his inner Hollow.

Enhanced Strength: Ulquiorra has proven to be deceptively mighty for his build. He has shown the ability to physically discipline Yammy, an Espada known primarily for his strength with no visible effort. He can upturn huge portions of rock floor with a single strike at the ground with his sword. He has also shown the ability to kick Ichigo a tremendous distance with one strong kick.


 * Garganta is how Arrancar move to and from Hueco Mundo. Ulquiorra has the ability to use the technique. It literally tears open the dimensional fabric separating the worlds, revealing a tunnel of whirling, torrential energy that must be focused and solidified to create a discernible pathway.


 * Garganta Broadcast: Ulquiorra has been shown able to create a visual broadcast, similar to a television screen, using individual Garganta portals. He does this in order to show the current predicament of Orihime's friends (Ichigo, Hitsugaya and Matsumoto) fighting their respective battles.

Instant Replay: According to Ulquiorra, his eyes see everything. Nothing can escape it. What it doesn't see doesn't exist. The actual function of this ability allows him to replay events he has seen to others by removing and crushing an eye, which then turns into dust and flows around those Ulquiorra intends to use it on. The dust apparently relays not only his sight but also his feelings.

High-Speed Regeneration: Despite having great attack power and speed, Ulquiorra's greatest strength isn't offensive but his regenerative power. It is first witnessed after he removed and crushed one of his eyes, then he is seen with two eyes again in his next appearance, and Yammy comments on it to that effect. This is displayed once more in his battle against Ichigo's evolved Hollow form where he regenerates the arm that was torn off. Ulquiorra states that it is his greatest power, one which most Arrancar give up in return for greater strength. He explains that he can quickly regenerate any part of his body except for his brain and Internal organs. However, this power also requires that he had sufficient spiritual energy.

Immense Spiritual Power: His spiritual power is immensely high, comparing his own spiritual power to the likes of Ichigo. As one of the top four Espada, he is forbidden to release his Zanpakutō within Las Noches. That is because they are too powerful and such a release would cause great damage to the fortress. During his first meeting with Ichigo, he compared his levels to that of Ichigo, a Shinigami with exceedingly high spiritual energy, and he comments that the Shinigami's energy at its peak is higher than his own but fluctuates.

Zanpakutō
. Ulquiorra's Zanpakutō takes the form of a standard sized katana with a green handle and sheath. The guard has two curved extensions from its long sides, with a line going through both sides to give it an eye-like appearance.


 * Resurrección: - Its release command is . Murciélago unleashes with a burst of spiritual energy that falls around Ulquiorra as black rain. In his released state, Ulquiorra becomes bat-like in appearance. While in this form he gains giant wings on his back, his hair becomes longer and wilder on the left side of his head, and the remains of his Hollow mask centers atop his head, with two large horns extending outward to the sides towards the front. The lines on his face become broader and more triangular and his fingernails lengthen. His Arrancar attire becomes more form fitting and closed at the top, becoming more like a robe towards the bottom. In this form, he can use his wings for flight.


 * Resurrección Special Ability: He gains even greater physical abilities in this form. Ulquiorra also has the unique ability to enter a second released form, called Resurrección Segunda Etapa.


 * Javelin Generation: He is shown to have the ability to generate elongated 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 to the point that Ichigo's 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 spiritual energy permeates the area, it is intense enough to create a heavy affect on others as well as to cause what appears a black rain to fall in the surrounding area when he releases.


 * It is a black Cero, 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 "my Cero".


 * 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..."


 * 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, which disintegrates material upon impact; as seen when he struck away his own amputated arm that Hollow Ichigo had just thrown at him. The spear can also be quite effective at cutting, as seen when he used it to sever one of Hollow Ichigo's horns to prevent him from using a Cero on Uryū.

Sōsuke Aizen
He is quite loyal and obedient to Aizen, fulfilling all of his orders without question. However, it can be noted that he has occasionally been seen disobeying Aizen's orders in favor of his own, personal curiosities, such as when he purposely sought out Orihime Inoue to question her about human emotions. It was also revealed that Ulquiorra had been keeping his Segunda Etapa a secret from Aizen, stating that, "Not even Aizen has seen me (Ulquiorra) like this".

Ichigo Kurosaki
Initially, he referred to Ichigo as "trash" and considered him unworthy of being killed, mostly because he believed that his unstable spiritual pressure would eventually destroy him in the long run. The first time they fought in Hueco Mundo, Ulquiorra was able to provoke and in turn, defeat him at full power without even unsheathing his blade; he also impaled Ichigo's chest with his hand, leaving a hole resembling his own Hollow hole. Grimmjow stated he only does this to prey he finds particularly interesting. In their second fight, Ulquiorra acknowledged Ichigo as an opponent worthy of killing, finally unsheathing his blade. Later, when Yammy interrupts their fight, Ulquiorra repeatedly reminds Ichigo that if he wants to fight anybody else, he would have to kill him first. Presumably, Ulquiorra's ulterior motive was to draw out Ichigo's full potential, but this seems to have backfired on him.

Grimmjow Jaegerjaquez
It would appear that he is not on good terms with Grimmjow, having challenged Grimmjow's ideals several times. Ulquiorra makes small observations to insult Grimmjow some of which fly past Grimmjow. Grimmjow believes that he is stronger than Ulquiorra and is eager to prove this. He and Grimmjow have conflicting personalities, the probable cause of their bad relationship.

Orihime Inoue
He was placed in charge of abducting Orihime, and subsequently, taking care of her well-being until she was needed by Aizen for her powers. His relationship with her appears to be limited to the task of bringing her food and occasionally informing her of her friends' struggles throughout Las Noches. He refers to Orihime as, both in thought and conversation. It can be noted that Ulquiorra seems rather intrigued by the concept of the 'human heart', questioning her about how she is so easily able to wear her emotions on her sleeve. During their most recent fight, Ichigo mentions Ulquiorra may have "become more human". This could signify Orihime's empathic personality affecting Ulquiorra's own emotional capacity. This is further highlighted when, at the brink of death, he reaches out to Orihime and asks her if she's afraid of him. She responds in the negative, and reaches out to touch his hand just before he disintegrates into dust. Through his bond with Orihime, Ulquiorra finally realizes what a heart is; even refuting his earlier materialistic arguments by remarking that he has it in his hand.

Yammy Riyalgo
He treats Yammy as an inferior and seems to have the weaker Espada's respect. Because of this, their relationship seems to resemble that of an Espada and his Fracción. This is evident throughout their various conversations, which often consist of Ulquiorra ridiculing Yammy. At one point, Ulquiorra even resorted to using violence to get Yammy's attention. During Ulquiorra's second fight with Ichigo, Yammy attempts to help him, although Ulquiorra coldly refuses. He is stunned and disappointed when Ulquiorra dies, though more from surprise that he was beaten and annoyance that he didn't get to help in the fight rather than concern. Ironically, Yammy later tells Ichigo that Ulquiorra, along with the other Espada Ichigo had fought, was "trash" compared to his own released form.

Appearances in other media
Ulquiorra is the first Arrancar to be featured in a Bleach video game, appearing in the Bleach: Heat the Soul 3, Bleach: Heat the Soul 4, Bleach: Heat the Soul 5, and Bleach: Heat the Soul 6 installments of the Bleach: Heat the Soul series for the PlayStation Portable. However his skills are changed and related to minor Hollows, because the HTS franchise doesn't follow the manga, so Ulquiorra's Resurrección didn't make it in the latest game. He also appears in the Wii fighting game Bleach: Shattered Blade and is also playable in the recent Bleach: Versus Crusade which he remains unchanged from the prequel. His Resurreciòn appears to be playable for the first time ever in Bleach: Soul Carnival 2 on PSP. He has a cameo and artwork in "Bleach: Dark Souls" and is featured in the Bleach DS game Bleach: The 3rd Phantom.

Ulquiorra has his own character album as part of the Bleach Beat Collection 3rd Session. The two vocal tracks are entitled CRUSH the "WORLD" DowN and Our World.

Trivia

 * He was voted the 10th most popular character in a Bleach poll after receiving 3751 votes.


 * His theme song, as chosen by Tite Kubo, is "Moonshield," on the album "The Jester Race" by the group "In Flames."


 * Ulquiorra, along with fellow Espada Grimmjow Jaegerjaquez, was one of the first Arrancar featured in a video game before premiering in the English dubbed version of the anime. He is also portrayed with a different voice in the anime.


 * Ulquiorra's aspect of death is Nihilism.


 * Ulquiorra's first appearance in the manga was considerably different from his later appearances in the manga and the anime. He was depicted with thinner eyelashes, a lack of black borders on his coat, a higher Hollow hole, a longer Hollow mask remnant with a notable crack and shorter hair. He was also more prone to making facial expressions, conflicting with his melancholy demeanor.


 * Ulquiorra appears to have dark-colored nails in the manga, but in the anime, they appear to be normal-colored.
 * Ulquiorra's death was voted most impactful scene of the year by the fans, and played on the screen in Jump Festa 2009, with Tite Kubo present.
 * In the Bleach best bout poll Ulquiorra's final fight with Ichigo came in second place.


 * Ulquiorra bears a striking resemblance to Death Note's L Lawliet in terms of both appearance and personality.

Quotes

 * (To Ichigo) "Even if you rise up a thousand times, there will be no victory for any of you."
 * (To Orihime) "You humans are always talking about hearts. It’s as if you have them in your hand. But my eye sees everything. Nothing can escape it. What it doesn’t see doesn’t exist. That’s how I’ve always fought. What is a heart? If I rip open your chest, will I find it there? If I crack open your skull, will I find it there?" 
 * (While dying) "I see. This. Yes. This thing in my hand is the heart?"
 * (To Ichigo before entering the Segunda Etapa) "If you do not know it, then I shall enlighten you. This is the form of true despair."
 * (To Ichigo) "No matter how similar your appearance and techniques may be to those of an Arrancar their power is as far apart as heaven and earth. When a Shinigami or Human wishes to gain power, imitating Hollows is an appropriate course of action. However, because they are imitating, Humans will never be equal to Hollows."
 * (Before getting shot point blank by Ichigo's cero) "...I see. No mercy? How very hollow like. I don't mind, I have lost to you. I no longer have any meaning. DO IT."

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