Grimmjow let his power flow as they walked down the stairs into the witches' lair.

Set on the walls were ornate snakes, carved out of stone with open mouths, as if they were ready to strike. If Renji and Rukia had been alone here, they would have been forced to walk through pitch darkness. But as his power touched those snakes, balls of blue light filled their mouths and gave them ample light to see by.

And what there was to see was nothing but stairs, leading deep underground. Witches' lairs were like bunkers, and for good reason. They were the real thing, and the outraged townsfolk with pitchforks and torches had always been a real possibility. Even in the modern world, covens had been wiped out. Some countries had a very direct approach to black magic.

And it was blacker than hell. Grimmjow scowled to himself as he felt the miasma in this place. Every witch coven felt a bit different, depending on their approach to the darkness. His own coven had always tried to mitigate the effects as much as they could. That meant plenty of purification rituals, which were not a whole lot of fun but definitely slowed down the deterioration that came from too much dark magic. But some covens embraced the darkness and accepted the side effects as the price of power. This was clearly one of those and he could smell the stench already.

When they reached the end of the stairs, there was a large, cavernous room. A grand entry hall, there were ornate, spiralling iron staircases set against the walls. They led to different doors on different levels and Grimmjow grimaced as he tried to get an idea where to go.

"Shit." He whispered to himself. They were all going to stand out like sore thumbs and he had no idea where they were holding the Mask. This place was a hell of a lot different from his family's coven. "Hmm." He really didn't want to start using real magic. His temper reacted really, really badly with it, which was part of the reason he'd stopped using it completely. But it looked like there wasn't much choice. "Okay." He turned to Rukia and Renji. "I'm going to have to disguise us. We can take the appearance of those three girls I clocked out. I'm gonna warn you, though. This shit doesn't feel good." He said warningly and hesitated. But they might need to know. "And the more I use this power, the closer I fall to the darkness."

"What does that mean?" Rukia sounded sharp and unnerved. It was likely the darkness getting to her.

"It means I can eventually go completely insane." Grimmjow said plainly. "And the Mask is probably walking that path already. I'll have to talk to him when this is over." That was nothing but the truth. He was going to have to have one hell of a heart to heart with Ichigo. "But I haven't used my powers in a while so I ought to be fine. Here goes." He turned away from them, removing his gloves. Then he opened the visor of his helmet and pressed his hands to his mouth, breathing into them. Witchery was a very physical art. "By the pricking of my thumbs, something wicked this way comes…" He murmured, focusing his power. The chants didn't really matter, what mattered was the focus and intentions.

He formed his power into soap bubbles of darkness and laid them over Rukia, Renji and himself. It felt unpleasantly greasy and he heard Renji curse as Rukia tried to scratch herself. The bubbles warped and twisted until there was a faint pop.

Grimmjow glanced them all over, making sure his magic had taken. He had taken the appearance of the girl with the golden eyes and purple hair. Renji was the skeletal girl, while Rukia was the one with cold sores. He pointed a finger at her.

"Try not to talk if you can help it." He said as he flipped back down his visor. His voice was very female. "I didn't hear her voice, so you're just going to sound like yourself." That was why he'd put that particular disguise on Rukia. If she had to talk, they might think she just had a head cold or something. Where if he or Renji used their own voices, it would turn heads. "Now, we're gonna have to start searching. Remember, be confident." That was the key to handling things like this. Look nervous and someone would stop you, be confident and they would assume you belonged.

Grimmjow picked a staircase at random and they walked up the twisting, black metal. Opening the door, he grimaced as he realized this place was an absolutely warren of passages. How big was this clan?

"Fuck me." He muttered and tried to feel out the powers around him. With so many powers around him, he didn't need to be very subtle about it. Anyone feeling it would assume he was just some young witch learning to sense the powers around her. There were plenty of powers around him, but what caught his attention was a strange void deep in the complex. If he were a bit less trained and powerful, he wouldn't have noticed, but to someone of his skill that void feeling indicated powerful wards. "Ah." That was where they wanted to go.

It took a while to get there, though. Amusingly, they got to pass through a lounge where dozens of witches were sitting at their leisure, smoking herbal mixtures, chatting and drinking dark wine. A few of them were working on laptops, although Grimmjow doubted they could get the internet down here. There were disadvantages to having a secret, underground base.

A few of the girls said hello, and Grimmjow said polite things. There was a bit of a dialect to being a witch, and he knew all the words to use. Not that it made much difference with common greetings and no one stopped them for a long chat. Grimmjow knew he was getting warmer when they hit the areas being used for training. Glancing inside a room, he saw several young witches at desks, all of them gazing intently into crystal orbs. Scrying was a difficult skill to master, but everyone had to do it.

"Excuse me?" A woman in red blocked their path. Her skin was alabaster and her hair was raven black. Some witches could make the paleness look good, although the dark circles under her eyes were still a bit unattractive. "Sonia, what are you doing? You're supposed to be watching the roof."

"We have news for the matron." Grimmjow said, stepping a little closer to the woman. "There was someone sniffing around, it looked like a pair of superheroes." The woman's frown deepened.

"You should have sent a message –" Grimmjow took one long step and placed a hand over her face, focusing all his power. She was caught completely by surprise as blue fire flared and she slammed against the wall before falling to the floor. Grimmjow grimaced, gripping her by the armpits and looking for a spot to put her. She wasn't dead, but she would be unconscious for some time. He managed to stow her in an unused classroom. Hopefully, no one would notice her before they were done.

The door behind where the woman had been standing led to the inner sanctum. It was completely empty, and Grimmjow saw why immediately. The room was wide but short, and in front of them was a great wall of black stone. Not real stone at all, it was a ward meant to keep any young and foolish witches from intruding on their elders. Grimmjow examined it carefully and nodded. It followed the same pattern as most such wards, although the markings were particular to this clan and involved a lot of spiders. His own clan favored snakes, which was clear from his tattoos.

"Okay. This is a ward, and behind this is the matron of the clan and probably the Mask. Probably also two more witches, three is a natural number for witches." He said, considering how to open the ward. "You'll have to get her helpers, I'll take the matron. And if you kill your opponent, try to get the Mask free. Taking on a matron, well, that's dicey." Grimmjow wasn't sure who was going to win this one. If he'd been a normal witch and not a warlock, it would have been the matron, hands down. But warlocks were more powerful than witches, it was just a fact. Also more prone to insanity and death, but you couldn't have everything. "Now, I'm going to open this. Try not to freak out." He cautioned them and grinned to himself as Renji snorted.

"We've seen plenty of shit, Pantera. Don't think you can scare us." He said harshly although Rukia seemed a bit more ambivalent. She was looking at the carvings on the wall, a lot of which were eyeballs. Grimmjow laughed before taking a step back and raising his hands.

Blue light began to glow on his chest, navel and crotch. The primary power points, he was activating them now. Fortunately, this kind of power raising didn't affect his clothing or he would have been showing the world far too much. Grimmjow began to softly sing, focusing his power. This would not be an instantaneous process.

Half a pound of tuppany rice,
Half a pound of treacle.
That's the way the melody goes,
Pop goes the weasel.

Grimmjow repeated that little rhyme once as he gently lined all the makings in blue fire. That was the more innocuous side of things. Now it was time to get serious, and he sang the next rhyme as he began to summon the darkness.

Half a pound of heroin,
Half a pound of treacle.
That's the way the story goes,
Out comes the Evil.

There was a gasp behind him but he ignored it as black and blue fire curled over the wall. The eyes carved there flickered, twitching and coming to life. The irises were still black like the wall, but the retinas were as bright blue as his own eyes.

The spiders were twitching too, and Grimmjow ignored it as they slid down from the wall on threads of silk. One dropped on his shoulder and explored him, tasting his power and then his blood, sinking fangs into his shoulder. If he'd been any less strong, that would have been fatal, but he overwhelmed it with a burst of blue fire and it fell away, sundered and twitching.

Half a pound of heroin,
Half a pound of treacle.
That's the way the story goes,
Out comes the Evil.

He sang the rhyme again and mouths began to form on the wall, full of big, square teeth. Tongues lashed out, drool dripping onto the floor. The tongues tried to reach him, but couldn't. The dreadful aura of the darkness he'd summoned defeated them easily. He rested a hand in the centre of the ward and willed the wall out of existence. Surrendering completely to his power, it vanished with a pop.

Behind the wall was something that spiked his temper and brought him perilously close to losing control. What was happening to Ichigo would be some people's idea of an excellent time. He was chained to a metal frame, his arms held above him and his legs kept firmly in place. He was naked, except for a tattered piece of black cloth around his waist. It was currently hiding nothing at all, since an exquisitely beautiful young witch had pushed it aside. Her mouth was busy on his cock, while another very beautiful but slightly older woman was behind him, holding a whip. Blood decorated that whip and had splattered the ground. A third woman was standing to the side, watching them. She wasn't nearly as gorgeous as the two witches in the middle of the room, just a middle aged woman with a pretty good body and an okay face. But her costume made up for that. She was wearing a skimpy black dress cut to reveal all of her tattoos, and a hooded cape embroidered with a bright red spider. The hood was down at the moment, and he could see her hair was jet back and pinned in place with clips of jet and garnet. She also wore a leather eye patch over her left eye. Grimmjow immediately knew he was looking at the matron of the clan.

The really disturbing thing about the scene, though, was the Mask. They were clearly trying to raise up Ichigo's dark powers to better control him, and it was working. That mask of his face was half-formed, and mad black and gold eyes were glaring at the matron of the clan, who was looking back calmly. Then all three of them looked up as they sensed the end of the ward and the new power in the room.

Rukia and Renji needed no guidance, launching themselves at the two lesser witches. Grimmjow raised his hands and his sleeves exploded as he summoned the snakes from his arms. The tattoos flowed away, taking their forms and attacking the matron. She lifted her arms and her own tattoos moved, and a pair of large spiders engaged his snakes. There was no winner, as both constructs shattered into black shards and the tats returned to their respective owners. The matron looked a touch surprised by the attack, then smiled like a shark.

"Another warlock! How lucky we are." Her voice was high and giggly, which immediately put Grimmjow's teeth on edge. She attacked next, her power flowing through the air in dozens of strands of black and red. They reminded Grimmjow of spiderwebs, and he retaliated with thicker ropes of blue and black. His were vaguely reminiscent of snakes.

A fierce duel of power erupted, as spiderwebs tried to snare snakes and snakes tried to sheer away webs. It was another draw, as they each pulled back, and then Grimmjow brought things to the physical level.

One of his best powers, that he'd used on the Mask many times, was his directional arrows. Arrows of blue on the floor, they launched anything that touched them in the direction they were pointing. And they worked on himself, so he used them to leap forward in a tremendous bounce, then dart around the matron to hit her from the back. She went flying, hitting a wall with bruising force. But then she turned back on him with a snarl.

She attacked him with nothing but her bare hands, and her arms raised sparks as they connected with his sword. Grimmjow hissed as the blade snapped, and threw the worthless hilt away. He knew the technique she was using and hardened his skin of his hands and arms. Just in time to block another strike that would have decapitated him, if it had landed. The matron didn't need him alive, not really. He was clearly part of the clans and probably related to her witches, so she could just take a few semen samples from his corpse.

She gathered her power and tried to attack him, but he summoned his snakes from his feet upwards. They swirled around in a small tornado of power and she swore as she was knocked back. Then Grimmjow took the offensive. He called on a greater power, and a shining portal of darkness admitted a creature that looked like nothing but a mass of darkness and eyeballs, with the occasional mouth thrown in. It squelched towards her and the matron scowled as she called up a similar creature. The two monsters went at it, then dissolved into a puddle of goo as the powers cancelled each other out.

"Who gave a warlock such power?" She raged and Grimmjow laughed.

"My family believes in equality of the sexes, bitch!" That was actually quite rare for witch clans, he knew. Most would have given him nothing more than the baby tats, and only enough training to control his powers. His clan believed in seeing how far a warlock could go, although if they started losing themselves to the darkness the tattoos would have to be crossed out. That involved a hot iron, so there were downsides to everything. She snarled and ripped away her eye patch, and Grimmjow flinched at the red light that erupted around her. Instead of a normal eye or even a glass one, she had a piece of ruby there. It was a mystical token, and very powerful.

"Then deal with this, warlock!" The wall behind her glowed with a baleful red light and Grimmjow swore as he realized it had been carved into patterns. The matron was using them, unleashing a powerful attack. But he still had an bullet left in his gun.

"Activate forbidden program." Grimmjow murmured and his helmet responded, showing a beautiful array of large, intricate symbols. He'd never done this before but apparently one of the young witches of his clan had, with a laptop. The laptop had eventually exploded so he wasn't too hopeful that his helmet would survive, but he needed to come clean with Ichigo anyway. He summoned the runes and his helmet glowed with blue fire, before the patterns appeared out of thin air, behind him and to either side. Great patterns of blue and black fire, glowing in the air and gently turning under the force of his will. Grimmjow began to chant as the matron cursed again.

Dime todo lo que paso
No me di cuenta ni quien me pego,
Todo da vueltas como un carrusel,
Locura recorre todita mi piel.

Grimmjow didn't know much Spanish, but he did know what the words meant. He sang them in English next as the power swirled and spiked.

Wake me up before I change again,
Remind me the story that I won't go insane,
Tell me why it's always the same,
Explain me the reason why I'm so much in pain.

That was all it needed, and a thick line of black fire twined with blue before erupting at the matron. Black and red met the strike, but neither of the powers dissipated. This was going to be the finishing blow for one of them and they struggled back and forth, the powers flaring. Grimmjow quietly prayed that his sanity and the helmet would hold out. He could feel the darkness reaching for him, feel the urge to kill and destroy rising within him. It was seductive and oh so hard to resist.

Then something unexpected happened. Renji and Rukia must have won their bouts, because he heard a feral scream behind him and Ichigo flew past him, his black sword at the ready. He shot through both the powers and Grimmjow's eyes widened as he rammed that blade into the matron's belly. Red light abruptly failed and blue and black dealt the finishing blow, tearing her to pieces before Grimmjow could stop it.

That hurt the Mask, too, and Ichigo turned on him with a snarl. The helmet had survived all the flow of power, but it shattered as the Mask put a fist through it. Grimmjow was knocked away, feeling the rising tide of Ichigo's power. It was a power so similar to his own that it made him ache, not just witch but also warlock.

"Sh-shit… no!" He gasped as he felt the darkness rising within him. It always did, when he fought the Mask. And his control was already frayed. Snarling, he ripped away the useless helmet and glared at his old enemy and lover. "Fuck you!" His voice was changing, becoming something dark and echoing. "Stop – ah!" Ichigo was attacking and Grimmjow caught his sword on his arms, rising sparks. "Ichigo! It's me, Grimmjow!" But he could see no spark of recognition in those eyes. The mask was spreading, too, going down his neck and onto his chest.

Then Ichigo launched a bolt of red and black power at him and it was too much. Grimmjow howled like a mad thing as the darkness overwhelmed him. A smaller mask of bone began forming on the side of his face as he countered the strike and leapt forward, snarling like an animal. Sharp claws that hadn't been there a moment ago ripped through Ichigo's skin, raising a line of blood across his chest. Then that sword swept for him and Grimmjow used a directional plate to throw himself away.

The battle quickly became brutal then, and Grimmjow danced over plates and Ichigo struggled to keep up. Grimmjow's mastery of his powers was greater, and even in his madness he had a great deal of animal cunning. But he was exhausted from his conflict with the matron. One of Ichigo's power bolts, thrown from his sword, nailed him in the chest and sent him flying into a wall. Grimmjow hit so hard the stone broke around him and blood exploded from his mouth. Then the Mask was there, a hand around his throat, clamping his windpipe shut. Grimmjow choked and slashed his claws down on Ichigo's arm, but the Mask dropped his sword and used that free hand and a bit of dark power to catch his wrists, pinning them over his head.

Grimmjow's body screamed for air, and he struggled frantically, the madness fading as death reached out for him. Darkness was starting to cloud his vision, eating away at the edges of his sight.

Shit. I really did enjoy my life. The thought was almost detached as he stopped struggling and heard the Mask growl, the hand on his throat tightening further. I hope Ichigo doesn't remember this, when he finally comes back. He would come back from this fugue, eventually, and he might not remember anything. Or he might remember everything. Grimmjow wondered what would happen then, if he remembered strangling his former enemy and current lover.

His body didn't even seem to care about breathing, now, and Grimmjow knew he was only alive because of the dark energy inside him. Then something unexpected happened. Renji's fist hit Ichigo in the face, and a burst of silver power surrounded him. Together, they shattered the mask, and black and gold eyes abruptly flashed to brown. The hand on his throat released him, and Grimmjow fell to the ground. For a moment it seemed like he would finish dying, but then his body caught up and took a huge breath. Coughing and gagging, he frantically drew in air as his vision started to clear.

"Shit… fuck…" Grimmjow let his head fall, his forehead resting on the dark stone. He'd never come that close to dying before. He'd been hurt before, sometimes quite badly, but it had never been that close.

"Grimmjow?" Ichigo's voice sounded innocent and surprised. Grimmjow coughed, pushing himself back up then flinching away as hands suddenly gripped the front of his jumpsuit. But he relaxed as he stared into warm brown eyes. "I just – oh god, I'm sorry!" Arms went around him and Grimmjow winced as several wounds were aggravated. But he didn't push Ichigo away. Instead he gently patted his friend and lover on the back.

"Hey, it's fine. We're both alive, right?" His voice was raspy as hell and Grimmjow made a mental note to get some honeyed tea from the coffee place. He was going to need it. He glanced up as Renji knelt beside them, putting a hand on Ichigo's shoulder.

"It's okay. We can talk about it all later, but we have to get out of here right now." Renji said gently and Ichigo sniffed before nodding and pulling away. Grimmjow was sure talking about it all later would include the fact that he was El Pantera, but Renji was right. They needed to get the fuck out of dodge. Gathering his power, Grimmjow began casting more disguise spells. This time, he gave himself the appearance of the woman in red. She'd been a higher ranked witch than most, and maybe that would be enough to get them out without a fight. Rukia, Renji and Ichigo got the appearance of the threesome they'd taken out earlier.

"Let me do all the talking if you can help it." He said and checked the wards around this place. It was still active, so maybe the witches hadn't felt their matron die. If they had, they would be fighting their way out and that could get ugly. "I think we have a chance to sneak out. C'mon, let's go." He led the way back out, wishing he could just cuddle Ichigo and check out his injuries. But they had to get out.

Nothing was more important right now.