Ichigo is pushed to the limit and releases his bankai to protect Nel. Also by the urging of the arrancar he takes on his hollow form. Is it enough to beat such a strong opponent?

The Espada Szayel Aporro sends out the execution unit named "Exequias" to go after Ichigo who should be injured from his battle with Dordonii. Aizen questions him on why he did it and Szayel apologizes saying he wanted to make sure they killed him. Aizen forgives Szayel but also sees through his plot to to further his research. Meanwhile, Uryuu tries to figure out how to beat his opponent, Cirucci Thunderwitch.

Rukia talks with Aaroniero Arruruerie, but his faces resembles Kaien Shiba. Aaroniero tells his story how he is Kaien and how he got there after Rukia killed him. Aaroniero then ask Rukia if she would offer her life for the man she killed, Rukia was going to accept it, but refused until she rescued Inoue. Aaroniero, then offers a chance of forgiveness if she kills her friends and brings them to him. Rukia realizing that this Kaien, doesn't seem to be the real one, attacks, him, but is at a disadvantage because Aaroniero trained her and knew her shikais.

Rukia and her battle with Aaroniero continue. Rukia is still struggling with Aaroniero, and finally gets the upper hand when she releases a double kido reviling Aaroniero's true face.

Ishida and Pesshe continue there battle with Cirucci, and gain the upper hand when Pesshe uses his infinite slick, making Cirucci release.

Ishida continues his fight with Cirucci and reveals a secret weapon, Seele Schneider. Meanwhile, Chad continues his battle and reveals one of his own secrets.

Chad struggles with his battle with Gantenbainne Mosqueda, until his Right arm takes it true form. Chad starts to gain the advantage and speed and starts to beat Gantenbainne Mosqueda, until he releases and Chad gets his newly powered up left arm and beats Gantenbainne Mosqueda in one hit. Until Nnoitra appears.

Chad realizes Noitora's fearsome strength too late and he falls. The others sense it including Orihime but they are all powerless to do anything about it. Meanwhile, the 8th Espada, Szayel Aporro Grantz appears before Renji and Dondochakka.

Rukia continues her fight with the 9th Espada, Aaroniero Arruruerie. She still has mixed feelings about fighting him and she is struck by his trident. As she lies on the tip of his weapon, barely conscious, she goes through a series of flashbacks of her time with Kaien. Her memories revive her with only enough time for one final desperate attack.

Everyone on the Arrancar side, sees Rukia's and Aaroniero's death. Meanwhile, Renji continues his fight with Szayel Aporro, who was Ilfort's brother, and Szayel is easily winning, since he made that room to block Renji's bankai. Ichigo senses Rukia spiritual power drop and Ulquiorra comes in when he noticed. Ulquiorra is trying to provocative Ichigo into fighting him, and gets what he wants when he tells Ichigo that he forced Orihime into Hueco Mundo.

Renji continues his battle with Szayel Aporro while Ichigo faces off against Ulquiorra. Not knowing Ulquiorra's rank and strength, Ichigo wastes no time and he quickly goes into his Hollow form to battle. Ulquiorra reveals a deadly secret which shocks Ichigo and the tables turn. Can Ichigo defeat Ulquiorra and save Orihime?

Loly and Menoly continue to mistreat Orihime and Loly is about to finish her off when the wall shatters and who should enter but Grimmjow. Meanwhile, Uryuu takes up the battle against the Fraccion of Szayel when his initial strike has no effect whatsoever on the Espada. Renji might be able to lend a helping hand but can the two hope to defeat Szayel when he can predict their every move?

Uryuu and Renji continue fighting against Szayel and with Renji's help, Uryuu pulls out a secret weapon to use against Szayel. The attack seems to be a success at first but Szayel has his own secret technique. Meanwhile, Grimmjow appears before Nel with Orihime in tow. What does Grimmjow have planned? Will Ulquiorra have something to say about it?

Uryuu and Renji recover from their battle with Szayel Aporro while Orihime continues to heal Ichigo's wounds. Ulquiorra appears and questions Grimmjow about his intentions. They get into a fight but Grimmjow manages to seal Ulquiorra in another dimension. Now free to fight the fully restored Ichigo, the two draw their swords attack. Using a massive blast, Grimmjow forces Ichigo to pull out his Hollow mask and the battle begins for real.

Ichigo pulls out his Hollow mask and Grimmjow releases his sword, Pantera. With both in their most powerful forms, the battle begins in earnest again. The fight is intense with both sides exchanging strong blows. As Ichigo's mask breaks apart bit by bit, Nel urges a frightened Orihime to cheer for Ichigo since he is doing it for her.

Grimmjow's past and his ascension to Adjuchas, along with his meeting of Shawlong and the others is revealed, as the battle with Ichigo continues. Grimmjow pulls out his final strongest technique, Desgarrón and he prepares to end the fight. Ichigo is not willing to give in either and they clash as the battle finally ends.