Episode Title

Airdate

Barragan's two remaining fraccion, Ggio Vega and Nirgge Parduoc, offer to deal with the other Shinigami themselves, and end up facing against second division captain Soifon and second division lieutenant Marechiyo Oomaeda. While tenth division captain Toshiro Hitsugaya begins fighting Halibel, lieutenant Rangiku Matsumoto begins fighting her fraccion, who are able to defend themselves against her zanpakuto's ability by using ceros. Eighth and thirteenth division captains Kyoraku and Ukitake face Stark, but are unwilling to fight against his fraccion, Lilinet. While Oomaeda struggles against Nirgge, Soifon is able to pin Ggio to the wall and releases her zanpakuto.

Aizen, Tousen, and Gin arrive in Karakura town and are greeted by the remaining captains of the Gotei 13 and their lieutenants. Aizen states how he is aware that he is not in the real Karakura Town and says that after slaughtering them, he will make the King's Key in Soul Society. He says that Las Noches is in Ulquiorra's hands, at which Ulquiorra appears in the throne room behind Orihime. His appearance is sensed by Ichigo and he rushes to the 5th tower where Ulquiorra and Orihime are located. It then shows a young plus girl being chased by hollow in Kagamino City, 22km from Karakura Town, when suddenly the hollows are killed simply by the reiatsu of the Gotei 13 captains, Aizen, and his top Espada. A shinigami assigned to the area tells the girl to run before she is attacked again, then questions how the battle will end. It then goes back to the battle where the captains talk amongst themselves, when suddenly the captain-commander says for everyone to get back as he unleashes his shikai to trap Aizen, Tousen, and Gin. Back in Las Noches, Ulquiorra talks to Orihime, asking if she is scared. She replies that she isn't scared. Ichigo is temporarily delayed by the exequias and their leader, Rudobone. Rudobone and his men attack, but are stopped by Renji, Sado, and Rukia. Ichigo continues on his way eventually breaking though the floor into the throne room, ready to battle.

Ichigo arrives in the 5th Tower to save Orihime and confronts Ulquiorra, who tells him that because Aizen has not ordered Orihime killed, he shall not do it unless ordered to. However, as Ichigo is a threat to Hueco Mundo that must be destroyed, he will kill him. Ulquiorra finally unsheathes his sword and they begin their battle. Meanwhile, back at the fake Karakura, Barragan takes command since Aizen is trapped inside Yamamoto's fire prison, telling both Halibel and Stark to not question him. His first plan of action is to destroy the four pillars protecting Karakura, and he sends out four giant hollows to do the job, failing to realize that the Gotei 13 would not just leave those pillars completely unprotected on purpose. Ikkaku, Yumichika, Kira, and Hisagi each take one pillar, and after defeating the hollows with ease, are matched up against Choe Neng Poww, Charlotte Cuuhlhourne, Avirama Redder, and Findore Carias, four of Barragan's six Fraccion. Each is introduced to the other and the battle for Karakura begins.

In the fire prison created by Yamamoto, Gin notices that Kira is angry. Tosen asks him if he feels bad about abandoning Kira. Gin replies that he doesn't; rather, he's glad that Kira is doing well. In his fight, Kira manages to draw blood against his opponent, Avirama Redder, who proceeds to release his zanpakuto, Aguila. Meanwhile, Yumichika and his opponent, Charlotte Cuulhorne, the strange feminine arrancar, continue their fight, which appears at first to be more of a "beauty contest" than an actual fight, because the two spar while declaring the other to be ugly; however, both decide that the victor shall be the most beautiful. Charlotte uses several attacks, each given a ridiculously long name, which are able to injure Yumichika. When Yumichika manages to cut off some of Charlotte's hair, the Arrancar is enraged and releases his sword, Reina de Rosas which means "Queen of the Roses". Now stronger than Yumichika, the fight escalates until Charlotte traps Yumichika in a prison of black thorns, which completely encases the combatants and their reiatsu, hiding Yumichika's death from everyone. Upon hearing that his reiatsu is hidden, Yumichika reveals the true form of his zanpakuto, Ruriiro Kujaku, a kido-type sword. With its power, he drains Charlotte's reiatsu, claiming victory.

Yumichika reveals that he uses a "nickname" for his zanpakuto to avoid revealing its kido-based abilities so that he can fit in with the 11th Division, and Cuulhorne is impressed by his resolve to avoid revealing its true nature to others even if he would die. The other fights continue elsewhere, and Findor reveals to Hisagi that he can chip off pieces of his mask to increase his power level. Izuru fights Avirama, whose Resurrecion turns him into a bird and enables him to attack Izuru with heavy steel feathers. Izuru uses Wabisuke to make Avirama's wings too heavy to fly, and reveals that it represents the 3rd Division's belief that war is full of despair. He then decapitates Avirama as he begs for his life, noting afterward that he does not want to be forgiven.

Hisagi has difficulty fighting his opponent, Findor Carias, despite technically being on the same level of power. When Findor releases his zanpakuto Pinza Aguda and corners Hisagi with blasts of water, Hisagi reluctantly releases his zanpakuto Kazeshini despite his dislike for its appearance as a weapon for killing. Using his zanpakuto, he is able to overpower and defeat Findor. Unfortunately, Barragan's fourth Fraccion, Choe Neng Poww, is able to defeat Ikkaku and destroy the pillar he had been guarding.

As a result of the pillar being destroyed, the real Karakura town starts to return, but Seventh Division lieutenant Tetsuzaemon Iba manages to stop it while his captain Saijin Komamura face Poww. Poww knocks Komamura aside with a single punch in his unreleased state, and releasing his zanpakuto, vastly increases his size and tries to finish off Ikkaku and Iba. Komamura, however, manages to overpower and defeat him easily with his bankai. Iba reprimands Ikkaku for failing to protect the pillar as a result of his desire to avoid revealing his own strength, and tells him that if he wishes to fight, he must carry out his orders even at the cost of his own life. Barragan grows visibly angry as a result of four of his Fraccions' defeat.

Ggio manages to free himself and fights back against Soifon, chiding her for not finishing him off when she had the chance. He releases his zanpakuto Tigre Estoque and continues fighting her, seeming to be of equal or greater skill. Omaeda continues fighting Nirgge, and while it appears that Nirgge can keep up with his speed even in his slower release state. Omaeda reveals that he had only pretended to be slow, and manages to outmaneuver Nirgge and bash him in the head with his zanpakuto Gegetsuburi. Despite this, Nirgge gets up again, only to get knocked down again when Ggio accidentally knocks Soifon at his head.

Soifon continues fighting Ggio, and is pinned down. Nirgge gets up and tries attacking Omaeda again, but he defeats him and tries to help Soifon. Ggio is about to shoot Omaeda with a Cero but Soifon breaks free and knocks Omaeda away before Ggio can kill him, revealing that she had hoped to study an arrancar's resurrecion form before facing the Espada. Ggio then responds by turning into his "Tigre Estoque El Sable" form to grow stronger, but Soifon kills him easily with her zanpakutō's ability. She and Omaeda then go to face Barragan.

Rangiku's Haineko is unable to inflict any damage on any of Harribel's Fraccion, only being able to block their attacks with it and with them all attacking at once, she is completely overwhelmed. Just as Apache is about to attack, she is hit directly with a fireball from out of nowhere. Rangiku turns to see Hinamori, who has just arrived at the battlefield after completely recovering back in Soul Society. Aizen notices her arrival and completely disregards her when asked by Ichimaru about it, stating that "it's not even worth mentioning". Hitsugaya is aware of her appearance as well and worries whether she is ready or not. Just as Mila Rose, Sun-Sun and Apache are all about to attack Rangiku and Hinamori all at once, they are trapped in a kido web quitely made by Hinamori upon her arrival and are heavily damaged after she uses her Tobiume to ignite and explode it around them. Elsewhere, Kyoraku and Starrk continue their fight with Starrk making the assumption that Kyoraku is ambidextrious as he notices that he has been switching blade hands and that his left-hand swings are more powerful than his right. Kyroaku quickly proves him wrong by switching hands on back-to-back swings of equal strength. Kyoraku unsheates his second sword after trying to convince Starrk to take the fight seriously which he continues to try to avoid. Mila Rose, Sun-Sun and Apache all release their zanpakutos turning to their Ressurrecion forms, gaining strength far greater than Rangiku and Hinamori's. Hoping to finally end the battle, they all perform a technique known as Quimera Parca by removing their left arms and fusing them together. From the smoke comes an unknown creature with immense spiritual pressure.

Lilynette continues to attack Ukitake in absolutely futility as he is able to repel her attacks effortlessly, even having enough time to use a low kido spell to repel her kick and send her flying backwards. In anger, Lilynette fires a cero blast at Ukitake though he easily bats it away with his bare hand. He tells her that her cero blast is still immature and that he has no desire to fight her. The creature, Allon, attacks Rangiku and Hinamori, severly injuring each of them in one hit and Hisagi and Izuru arrive to help. While Izuru is charged with healing Rangiku and Hinamori, Hisagi tries to fight Allon but is easily captured and crushed in Allon's massive hands. Iba shows up and tries to come in from behind Allon thinking that he cannot see him but right as he is about to attack, Allon's left eye appears from beneath the fur around his head and he fires a cero blast from it which completely envelops Iba. As Allon closes in on Izuru and an injured Rangiku, a large hole burned through his chest appears and head captain Yamamoto appears before him. Yamamoto says he is disappointed that his men have finally forced him to fight.

Allon goes into a rage after being wounded by Yamamoto and increases in size, but Yamamoto easily defeats it and Harribel's three Fraccion. Hitsugaya struggles against Harribel, who reveals that she is third among the Espada and then hits him with a torrent of energy. Kyoraku fights Starrk, who reveals that he is the top Espada. Elsewhere in Las Noches, Ichigo continues his fight with Ulquiorra, and despite Ulquiorra's claim that Ichigo's friends and the Soul Reapers will be defeated, Ichigo has faith in their victory and continues to fight against him.

In the real world, much of the main class is attending their first day at Karakura High School. Ichigo and Chad met and befriend Keigo and Mizuiro while saving Keigo from some thugs. Orihime meets Chizuru, who tries to woo her only to be kicked in retaliation by Tatsuki. In Soul Society, the lieutenants meet and decide to promote Renji to Lieutenant of the 6th Division and send Rukia to Karakura Town. Renji discusses his promotion with his friends, but decides to make it a surprise for when Rukia gets back. Rukia, after speaking with her captain and third seats, heads to Karakura town, at the same time as the first episode begins.

The Shinigami decide to take a vacation to the ocean in the real world because Byakuya destroyed the pool the Shinigami Women's Association covertly built in his mansion. The Women's association shop for swimsuits and then head for the beach where everyone meets up. After attending Ukitake's weak body from the heat, they form groups to produce works of art on the beach for a competition. Watermelon-like monsters attack and most of the Shinigami are helpless against them without their zanpakutos until Yoruichi and Soifon defeate them. It is then revealed that Unohana arranged the event with Byakuya and Ukitake as a game of splitting watermelons, and several more arrived as the episode ends.

Ikkaku Madarame and Yumichika Ayasegawa travel to Karakura Town on a assignment to catch a hollow that had attacked a convoy in Soul Society. The two travel to Ichigo's house planning to stay there until their assignment is complete. Ichigo, however, turns them down and takes them to Keigo's. Keigo's sister, Mizuho is all over Ikkaku until Yumichika glues a wig to his head. Mizuho gets upset and makes life difficult for the pair. After a falling out with Mizuho, Ikkaku and Yumichika camp outside instead. While Mizuho goes with Keigo to buy some juice, she is attacked by the hollow. After some difficulty removing the wig from himself, Ikkaku gets to the scene and saves Mizuho. The next day, Ikkaku and Yumichika prepare to return home. Mizuho knows Ikkaku rescued her and both of them return to good terms.