As much as he despised seeking her protection, Ichigo was both mystified by Nel's beauty and grateful towards her for saving him. Takes place in manga chapters 290-292.

A/N: First IchiNel, it's a oneshot. I read through those manga chapters and this idea just kept buzzing around in my head... So I typed it out. Enjoy.

TY to whitehitsugaya for beta-ing

The fifth espada moved his arm out of Ichigo Kurosaki's reach, dragging Nel helplessly through the air as he swung his double-crescent bladed scythe down on the shinigami. Ichigo cried out as he was struck down to his knees. Two new gashes blossomed as the razor sharp blade slashed Ichigo's thoroughly torn shinigami robes, and a shower of crimson blood flew into the air.

Noitora Jiruga tossed Nel aside as if she were a ragdoll. The child with the broken skull mask cried out as she struck the hardened sand terrain and skidded to a halt. Struggling to move into a sitting position, Nel looked up at Ichigo with wide, teary eyes.

The extreme fatigue that went along with back-to-back espada battles was wearing down on Ichigo Kurosaki, hard. His labored breaths came at an unsteady pace and the shinigami's grip on his bankai was loose. The rage pumping through his veins and his strong will to survive were the only things fueling Ichigo with adrenaline and drive.

Out of the corner of his eye, the red headed shinigami could see Orihime Inoue watching him with her large, grey eyes, her expression stricken with fear. Noitora's fraccion, Tesla, had a forearm tucked under Inoue's chin, choking her tightly, pressing and rubbing his body against her own… But he was powerless to save his friend. Ichigo was powerless to save himself at that point.

"It's time to end this, shinigami."

Noitora grabbed ichigo's wrist, hoisting him up off his feet. Helpelssly suspended in the air, Ichigo winced and cried out in pain as his wrist was twisted in opposite directions, putting a substantial amount of strain on his bones and tendons. Pain was searing through the worn shinigami's body, his vision was fading into black.

"Itygo… Itsygo…" whimpered Nel, watching her protector writhe and scream. The sound of Noitora's shrill, cruel laughter rang in the air. The child yelled louder, face contorting in anger. "ITSYGO!"

A cloud of dust exploded around Nel. Noitora unceremoniously dropped Ichigo to the ground and turned to watch the wildly blossoming dirt that was enveloping her, leaving the shinigami in a crumpled tangle of limbs on the ground.

Ichigo slowly gained back full consciousness, noticing that something else had caught Noitora's attention. The shinigami peered around and immediately laid eyes on a gorgeous being who was sitting tranquily in the sand. The dirt surrounding her whirled in loose spirals until it faded away, accentuating her supernatural beauty.

His mind slowly pieced together that the goddess was Nel in her espada form. She had flowing teal hair with bangs that fell into her eyes, and a skull mask with curved horns was intact on top of her head. Ripped remnants of white clothing clung to Nel's perfect curves. Her forest green eyes slid open, blinking a few times.

Nel rose from her indian-style position on the ground, and Ichigo noticed how lithe and effortless her movements were.

The bleached rags that covered Nel's body left very little to the imagination. The torn fabric didn't fully conceal her large, round breasts, and left her entire abdomen exposed. Nel stood motionlessly and stared down the espada standing before her.

"Nel?" Ichigo asked quietly, still bewildered.

"Is that… Nel-chan?!" said Orihime. She strained against her captor's iron grip to watch the newly transformed espada's every move.

Noitora's eyed narrowed. "So you've returned to that form… Neriel."

Nel was completely focused on the espada before her, expression blank. In a split second, she flash stepped around him, teal hair whipping wildly behind her, Noitora's smirk faded.

Ichigo's body stiffened as Nel kneeled before him, pulling the injured shinigami into a tight embrace.

"Bitch," spat Noitora. His distaste for the former espada was prominent in the malice that dripped off of his words whenever he addressed her. The fifth's grip tightened on his double-crescent shaped zampakutou.

"Nel?" Ichigo felt her massive breasts resting on his chest as Nel turned to face him directly. Her face was even more beautiful up close, large viridian eyes looking over his bloody, scarred body with the utmost concern the spots of blush under her eyes adding a bit of innocence to her persona. "Are you… really Nel?"

Nel smiled endearingly. "Yes. Thanks to you I was able to return to this form. Ichigo," the sound of his name passing by her pouty lips in that sweet voice made the shinigami shudder. The hair falling over her left shoulder tickled the wounds on his upper body. "It's thanks to you that I've come this far. Your protected me all this way. So please be a little patient, I'll pay you back."

Their eye contact finally broke as she set down Ichigo and stood protectively in front of him. Ichigo could see quite a bit of skin that included a peek under the hem of her torn skirt, it was a struggle for the shinigami to keep his mind sharp.

"Hold it Nel! You said 'pay back'… You're not seriously going to fight that guy?" he blurted out. Ichigo was the slightest bit irritated and shamed that a woman, especially one with such radiant looks, was fighting his battles. What if she got killed on his behalf?

But her reassurance came immediately. "It's okay," replied Nel. She turned her head to the side and smirked at Ichigo. Moving her teal mane of flowing hair, Nel revealed the large three that was tattooed in the smooth skin of her back. Ichigo felt a stirring pressure building up in his groin at the sight of so much lovely, bare skin and her sensual gaze locking with his own… Such terrible timing…

"I'll finish this right away," whispered Nel. She winked before withdrawing her thin, compact zampakutou and springing forward in the blink of an eye. Nel was quick and agile, her sonido would probably be on par with Yoruichi's shunpo.

Noitora wildly swung his scythe in retaliation, but as Nel flashed by a thin gash blossomed across his abdomen, sending a shower of crimson blood spouting into the air.

"Fuck it!" Screamed the enraged fifth espada. His scythe slashed through the air with a powerful down swing, and Nel effortlessly dodged the attack. She landed smoothly, still smirking. Noitora's fraccion tightened his grip around Orihime's throat as the pair continued to watch the battle unfolding before them. Orihime was mystified… The adorable child arrancar that had been following Ichigo was actually an espada? Quite a swift and powerful one, at that. Seeing the way Ichigo watched her made a knot tighten in the pit of Orihime's stomach.

"Damn it," cursed Noitora. The lanky arrancar held his large zampakutou at his side, glaring at Nel. The two held their ground with eyes that were unblinkingly focused on each other.

Niotora's lips curved up into a wicked smirk as he opened his mouth, long tongue poking out. A radiant red light began to form in the back of his throat…

"Nel, its cero!" Ichigo yelled as soon as he recognized the attack. He inhaled sharply as a jolt of pain shot through the deep gashes on both Ichigo's front and back as he attempted to sit up.

But Nel stood unflinchingly, determined eyes watching the cero blast rocket through the air until it was about to engulf her whole. Nel held up her simple green zampakutou and opened her mouth wide.

Much to everybody's surprise, Nel ate Noitora's cero whole. She paused just long enough to see the fear register in her combatant's eyes before spitting out her own cero blast. Ichigo was mystified despite having seen the attack previously, Nel's power was substantially greater in her espada form.

A blinding flash of light with at least twice the magnitude and velocity of Noitora's attack consumed the espada with a loud explosion. A mushroom cloud of sand and smoke erupted into the air, and all was still.

Ichigo, Orihime, and Tesla were all stricken with surprise. Nel turned to face Ichigo, smiling quietly. Despite her strength, Nel held herself with such poise and the unmistakable air of girlish charm.

"Noitora-sama!" called out Tesla, releasing his grip on Orihime and rushing towards the site of the explosion with such urgency that the red-headed girl fell to her knees, breaths coming in short, labored bursts after being choked for such a long time. She shook out her long locks of vibrant red hair and ran over to Ichigo.

"Ku- Kurosaki-kun!" gasped Orihime, falling to her knees by his side. "Just wait a moment… I will heal you right now."

Nel moved towards them, sliding her zampakutou back into its sheath.

"Nel…" said Ichigo. His head pounded so badly that it was a struggle to keep his eyes open. She glanced back with the same endearing gaze as before. Nel picked up one arm and placed it across her abdomen, drawing attention to the skimpiness of her tattered clothing in comparison to the size of her perfect, round breasts… The ghost of a smile touching Nel's lips widened until she let out a soft chuckle.

"Ichigo!" called out Nel. Without warning, she flung herself on top of Ichigo, pulling him into a tight embrace. The badly injured shinigami hugged back with the strength that he could muster. Nel buried her head in Ichigo's shoulder and gently kissed his wounded flesh, sending tingles up and down Ichigo's spine. His arms were wrapped around her exposed back, and he could feel every curve of her gorgeous body pressing flush against him.

Orihime sat down, pouting. It was obvious by the crimson flush in his cheeks and refusal to be healed despite his grave injuries that Ichigo liked Nel… And whoever listened to Nel knew how the former third espada felt.

"I'm so glad! I'm so glad you didn't get hurt," Nel murmured while clutching Ichigo tighter. As wonderful as it felt, the orange-haired shinigami began to feel his consciousness ebbing away.

Orihime whispered something, and the pair became engulfed in a blinding halo of golden light. Ichigo felt immediate relief at Orihime's Shun Shun Rikka began to take hold, rejecting each one of his injuries. Nel basked in the warmth of the golden glow as well.

"Nel, thank you," whispered Ichigo softly, opening his eyes. Most of his skin wounds had been rejected, and his mind began to clear. The shinigami ran a hand through Nel's soft locks of hair.

Orihime bit down on her lower lip. Tears were welling in the corners of her eyes, but she continued to exert her powers as if nothing were wrong. First Ichigo had backtracked to save Rukia, now this?

The young girl closed her eyes and focused all of her being on healing Ichigo. Then maybe they could get out of Hueco Mundo and return to the human world at last…

Nel picked up her head and placed a hand on Ichigo's jawbone, tracing the flawless flesh gently with her fingertips. She caught his lips in a kiss.

After a few moments of wide-eyed shock, Ichigo placed a hand on the back of Nel's head, fingers tentatively entangling themselves in her locks of teal hair. She assumed dominance, easing his mouth open to deepen the kiss.

By the time Ichigo could fully fathom the idea that a beautiful girl was kissing him, Nel pulled back. His lips tingled and he made a soft noise at the loss of contact.

Orihime's eyes slid open and the golden healing aura slowly dispersed from beneath her fingertips.

Reviews and concrit are muchly appreciated :D