At the top of Las Noches, safe from Aizen's gaze, Ulquiorra and N fought each other in their Resurrectión state, training to get stronger. As the two finally got worn out after nearly a whole week of combat, they decided to stay at the top of Las Noches, to take a rest.

Lying down, N placed her hands behind her head as she closed her eyes, returning to her normal Arrancar state. Ulquiorra approached N after making sure she was asleep, staying in his Resurrectión form. With absolutely no hesitation, Ulquiorra spread out his bat wings and laid down right over N, covering them both in his large wingspan like a protective cocoon. Hearing N's calm heartbeat, Ulquiorra nuzzled deeper into her chest, trying to hear more of the constant sound as he relaxed against her warm skin.

After a while of them both being asleep, N slowly woke up first, only to hear a strange sound coming from her chest. Looking down, N saw Ulquiorra buried deep in her cleavage, the sound wasn't coming from her chest, it was coming from him. Listening further, it sounded a lot like a cat's purr, but a bit higher pitched and constant. Ulquiorra stayed completely unconscious, relaxed and exhausted as he continued to be oblivious to N being awake.