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Ichigo and Rukia take Rurichiyo around town to show her the real world. Afterwards, they have dinner at his house while Kenryū and Enryū prepare the house. They get into an argument after Ichigo tries to get Rurichiyo to eat carrots, and Ichigo accidentally reveals that they hired him as a bodyguard. Rurichiyo storms out of the house and runs off to the river, where she meets Orihime. The pair are intercepted by another assassin, this one wielding an oversized guandao which attaches to his hand. When swung, it fires energy blasts which solidify into rock walls. Kenryū and Enryū arrive shortly to rescue them, followed by Ichigo and Rukia. They again leave the assassin to Ichigo, and Ichigo again manages to defeat him. Rather than be captured, however, the assassin uses his weapon to create a rock wall, which he then collapses on himself. After the group leaves, the head assassin appears to retrieve the weapon, and the next morning Rurichiyo goes missing.

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The overly cautious behavior of Rurichiyo’s bodyguards causes Ichigo to be suspicious; however, he resolves to wait for them to make the first move. That night, an assassin arrives at Rurichiyo ’s house, and her bodyguards leave her to Ichigo and Rukia. The assassin uses a weapon with a mirror that reflects the moonlight to stun his opponents. Ichigo uses his own sword as a mirror to turn the effect back on the assassin, then easily disarms him. Rather than be questioned, he immolates himself on Ichigo’s getsuga tenshō. Kenryū reveals that Rurichiyo is the heir to the high-ranking Kasumiōji clan. The clan’s caretaker, Kumoi, has been assassinating members of the clan to consolidate his power, and will control the clan if Rurichiyo is killed. Unable to ask the Gotei 13 for assistance, Kenryū asks Ichigo to protect her, which he reluctantly accepts after being ordered to by Rukia.

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Three new people arrive on Earth: Rurichiyo Kasumiōji, a young child who appears to be a princess; Kenryū, a somewhat ordinary-looking Soul Reaper; and Enryū, an extremely tall and silent Soul Reaper. Kenryū informs Rurichiyo that their gigai have yet to arrive, and so they must wait. Ichigo and Rukia are alerted to an abnormal number of hollow sightings and set out to destroy them. During their battle, Rurichiyo wanders away from her bodyguards and finds Ichigo. As she pesters him to get food for her, her two servants appear and carry her off, leaving Ichigo to deal with the hoard of hollows in their wake. Ichigo uses his bankai to dispatch them, impressing the three. Uryū helps to clean up the rest, and explains that hollow bait was used to summon the hollows. Later that day, the three move in next door to Ichigo, though they refuse to answer any questions about their purpose. The following day they become his fellow classmates.

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Shūsuke Amagai is the newly appointed captain of the 3rd Division, having come from a hollow-hunting squad most of the Gotei 13 doesn’t interact with. He brings with him Makoto Kibune, whom he has appointed as the division 3rd seat. Seeing that his division is not willing to accept this new captain, Izuru Kira throws a welcoming party at Rangiku Matsumoto’s suggestion. This goes horribly awry when he learns that Shūsuke can’t hold his liquor, collapsing after a single drink. Things only get worse when thirty Menos Grande are detected in the dangai, and the 3rd Division is sent to destroy them. While the menos prove easy to dispatch, the entire division faces death when the dimensional cleaners, which should have been shut down, come to life. Shūsuke steps in to destroy the cleaners, and the division heads back home without incident, apart from their still-drunk captain collapsing once again.

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Ichigo and Grimmjow, now in his resurrección form, face off in a destructive battle across Las Noches while Orihime and Nel watch. Ichigo is slowly beaten back by Grimmjow, despite managing to maintain his hollow mask for much longer than he previously could. Orihime, meanwhile, is scared to watch, seeing the same look in Ichigo’s hollowized eyes as her brother had when he became a hollow. At Nel’s insistence, she overcomes her fear and cheers Ichigo on, giving him the resolve to turn the tide and deal a devastating blow to Grimmjow.

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Using a special device called Caja Negación, Grimmjow traps Ulquiorra in an alternate dimension which will take him several hours to escape. Once Ichigo is healed their battle begins. Ichigo finds himself slightly outmatched against Grimmjow, but when Grimmjow’s gran rey cero threatens the lives of Orihime and Nel, Ichigo dons his hollow mask to even the odds and block the attack.

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With Renji’s help, Uryū maneuvers Szayel into a trap, catching him in a massive explosion. Though the trap is very damaging, it fails to kill Szayel. By eating one of his subordinates, Szayel is completely healed. However, rather than retaliate, he leaves, wanting to replace his damaged clothing and to allow Renji and Uryū formulate a new plan. Meanwhile, Grimmjow brings Orihime to Ichigo, wanting him healed so their battle will be a fair one. Before she can finish her work, however, Ulquiorra arrives.

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Orihime is rescued from Loly and Menoly by Grimmjow as repayment for Orihime restoring his arm. He tells Orihime that he needs her help, and takes her with him. However, Orihime chose to heal both Loly and Menoly before they leave. Meanwhile, Uryū finds that his arrival was expected by Szayel Aporro, and his attacks are useless against both the Espada and his minions. Renji saves Uryū from a fatal blow, and the two prepare to work together to take down their common foe.

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Even after using his most powerful attacks, Ichigo proves to be no match for Ulquiorra. Ichigo, however, refuses to give up, believing Ulquiorra to be the top-ranked Espada. Ulquiorra reveals his “4″ tattoo, proving otherwise, and stabs Ichigo in the chest with his hand. He leaves Ichigo to either escape from Hueco Mundo or die. Meanwhile, Orihime is confronted by Loly and Menoly, two female arrancar out for revenge since Aizen favors Orihime over them. Finally, Renji is granted a reprieve from Szayel when Uryū steps in.

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Szayel Aporro explains to Renji that the room they are in has nullified his bankai. He reveals that he gathered the data using parasites stored in the body of his older brother, Yylfordt Granz. With only his shikai, Renji cannot manage to harm Szayel. Meanwhile, Ulquiorra appears before Ichigo to inform him of Rukia’s death. Ichigo attempts to leave, but Ulquiorra goads him into fighting by revealing that it was he who forced Orihime to Hueco Mundo. Ichigo decides to end the fight quickly by using his bankai.

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Overwhelmed by Aaroniero’s released form, as well as the realization that he possesses Kaien’s actual body, Rukia is impaled through the stomach. She flashes back to her training with Kaien, where he told her about how a person’s heart is held by those they are close to. Regaining her resolve, she uses her zanpakutō’s third dance to impale the ninth Espada through his upper skull. As Aaroniero dies, she compares Orihime’s current situation to her own when she was a prisoner in Soul Society. Though she attempts to keep moving, her injuries get the better of her and she collapses.

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With a single attack, Nnoitra disables Chad. Bored with the ease of his victory, he heads for the next target. His loss is felt by everyone in Hueco Mundo. When Ulquiorra comes to visit Orihime, she insists he isn’t dead. Ulquiorra notes that, regardless of his fate, her friends are doomed to fail because they rushed into battle without realizing the odds they were up against. Meanwhile, Renji and Dondochakka run into Szayel Aporro Granz. Renji attempts to use his bankai, but it shatters almost instantly. Finally, Aaroniero explains to Rukia that he has absorbed 33,650 hollows, and with his zanpakutō released, she is now facing their combined might.

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With his full power unleashed, Chad easily dominates Gantenbainne Mosqueda in their battle. When Gantenbainne releases his zanpakutō to match up, Chad reveals that his left arm also has armor: the right arm is only meant to defend. His left arm, meant for attack, is known as Brazo Izquierda del Diablo. Once again more than a match for Gantenbainne, Chad easily defeats him, and in return for helping him to realize his potential, he lets Gantenbainne live. However, his victory is short-lived as Nnoitra Jiruga arrives at the scene, seemingly unfazed by Chad’s attacks.

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With his energy sword, which he calls a Seele Schneider, Uryū is easily able to fend off Cirucci’s attacks. Cirucci sheds her wings and focuses all her power into a single blade on her tail, but this too proves useless. Revealing that his “sword” is actually an arrow, Uryū fires it through Cirucci’s chest, destroying the source of her spiritual power. As Uryū and Pesche leave, the Exequias arrive to finish her off. Meanwhile, Chad finds himself unable to harm his opponent, Gantenbainne Mosqueda. After many damaging blows, Chad realizes how to access his full power, transforming his arm into a giant shield, Brazo Derecha del Gigante.

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Uryū’s battle with Cirucci continues. Watching from the shadows, Pesche decides to help. Using his Infinite Slick ability, he disables her zanpakutō and causes her to fall from the raised platforms. Annoyed, Cirucci releases her zanpakutō, transforming into a giant bird with bladed wings. Unable to counter her abilities with his arrows alone, Uryū pulls one of the tubes from his belt, which produces a powerful energy blade which easily slices through her winged blade attacks.

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Rukia continues to struggle against Aaroniero, and her situation only worsens when he reveals Kaien’s released zanpakutō. When he finally disarms her, Rukia’s desperate final attack with a kidō spell reveals a helpful fact: Aaroniero is afraid of the sunlight. Armed with this knowledge, she binds his movement and blows a hole in the wall, exposing him to the light outside. So exposed, Aaroniero’s true form is revealed; that of a strange creature with two masks in a capsule for a head. He explains that he is the only gillian among the Espada; a position granted to him by his ability to devour other hollows and gain their power (this includes their physical bodies and memories). By eating the hollow that merged with Kaien, he gained Kaien’s powers. To show Rukia just how outmatched she is, Aaroniero releases his zanpakutō, transforming his lower body into a giant, octopus-like form.

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Rukia converses with Aaroniero Arruruerie, who moves, speaks, sounds, and acts like the real Kaien. Kaien states that the hollow that infected him was transported back to Hueco Mundo, regenerating as his body, but his “good” mind was the one that gained control. He offers Rukia a way to “atone for her sin” by letting him kill her, and she accepts – providing she is able to rescue Inoue first. Kaien shrugs what he just said off as a joke, then offers her another method: kill all of her friends that followed her here. By this act, Rukia exposes him as an imposter. The two do battle, but Rukia cannot gain the upper hand, as Kaien was the one who taught her how to fight in the first place.

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Dordonii is struck down by Ichigo once again, and as thanks he remains to hold off the Exequias for Ichigo. One of Aizen’s henchmen reports the news back to him, and Aizen asks who gave the order for the Exequias to move. Szayel Aporro Granz steps forward to take the blame, but Aizen lets him off the hook since it will help Szayel’s research. Meanwhile, Uryū does battle with the arrancar Cirucci Thunderwitch and Rukia runs into the Espada Aaroniero Arruruerie. Aaroniero takes off his mask, revealing the face of the deceased shinigami Kaien Shiba.

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Ashido’s attack on Rukia is revealed to have been a simple test of her strength, and he decides to take her back to her friends. Along the way, he chooses to reveal both his face and past to Rukia, explaining how he came to be here. Shortly after, they are attacked by an adjuchas-class Menos, who in turns commands legions of gillians. Meanwhile, Nel and her friends are held captive by the other adjuchas, while Ichigo and his friends try to track them down. Theatrical attempts to use Nel’s arrancar status as a bargaining chip fail. Though Ashido and Rukia easily destroy the first adjuchas, another sets up an ambush, then Ashido is injured while trying to protect Rukia.

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As Nel explains, Lunuganga has more than one body, thus killing one is not much of an impediment for him. When Rukia prepares to kill this new one, however, the preparations for her attack (stabbing her sword into the ground) end up injuring Bawabawa. Their struggle then allows Lunuganga to sink them beneath the sands. Rukia is thrown clear of the group as they fall in. Lunuganga’s attack draws them underground, into what Nel describes as the Forest of Menos. It is here where most hollows reside, explaining why so few exist on the surface. Rukia, in a different location, finds herself confronted by an army of hollows. Furthermore, her attempts to escape only lead her to a group of Menos Grande. She is rescued by a shinigami named Ashido, who is wearing clothing made from the masks of several different hollows. Despite rescuing her, he proceeds to attack her without provocation. Meanwhile, Ichigo and company soon find themselves surrounded by hollows and Menos Grande. Nel, Pesche, and Dondochakka are kidnapped by a hollow during the attack, and the arrival of more Menos prevents their rescue.

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In their attempt to save what they think is a human, Ichigo and his friends learn she is actually an arrancar named Nel. The three hollows are her brothers Pesche Guatiche and Dondochakka, and their pet, Bawabawa. After engaging in some humorous tomfoolery, a huge hollow named Lunuganga attacks the group, his duty to guard Las Noches against intruders. As he is made of sand, attacks prove to be useless. They are saved by the arrival of Rukia Kuchiki and Renji Abarai, the former freezing Lunuganga whole. The two greet Ichigo by punching him, in retaliation for not waiting for them to help. Nel then offers to take the whole group to Las Noches. During the trip, Rukia briefly explains how she and Renji came to be in Hueco Mundo. Before they can reach Las Noches, Lunuganga rises from the sands again.

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Ichigo’s battle with Dordonii continues, with Ichigo proving no match for Dordonii. Dordonii continually pesters Ichigo to use his bankai, leading to a cero attack. Nel jumps in and swallows it whole, then fires it back at Dordonii. In retaliation, Dordonii strikes back at Nel, finally convincing Ichigo to use his bankai. Still not satisfied, Dordonii insists that Ichigo use his hollow powers, and attacks Nel once again to force the issue. Ichigo agrees and dons his mask. Before Dordonii can react, Ichigo disables him with a single strike. Nel heals Dordonii with her saliva at Ichigo’s request, and Dordonii explains that he had hoped to regain his position by defeating Ichigo at full power. After becoming “healed”, he takes the opportunity to attack again.

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Ichigo and Nel encounter the Privaron Espada Dordonii, and Ichigo engages in battle with him. Meanwhile, Uryū and Chad each encounter an arrancar while Gin Ichimaru and Kaname Tōsen look on. Though Ichigo and Dordonii are about even at first, Dordonii gains the upper hand by releasing his zanpakutō. Nel stumbles in on their fight, and the eyes of her hollow mask glow at the prospect of Ichigo’s death.

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After breaking into Las Noches and finding themselves at a five-way fork, Ichigo’s group splits up and each takes one path. Nel chases after Ichigo, leaving Pesche and Dondochakka forgetting the direction in which she took, and end up taking different paths. Meanwhile, Ulquiorra makes Orihime swear her loyalty to Aizen. As he explains to Nnoitra Jiruga, several psychological traps set up beforehand will ensure she doesn’t have the will to resist. However, Orihime quietly resolves to destroy the Orb of Distortion by erasing its existence, thereby derailing all of Aizen’s plans. As the episode ends, Dordonii appears to face Ichigo.

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Ashido’s mask absorbs the brunt of the adjuchas’ attack, and to repay the favor Rukia kills it for him. They move on to meet with her friends once the gillians scatter. Meanwhile, Ichigo and the others manage to locate Nel, only to discover that they’ve been led into an ambush. Despite threats from the hollows to kill Nel and her friends, they easily dispatch their opponents. At a different place, Ashido and Rukia dispatch yet another adjuchas intent on preventing the two groups from meeting. Once everyone is reunited, Ashido leads them out of the forest, but a sudden attack by one of the remaining adjuchas crumbles the passage, leaving Ashido to go back and take care of the Hollow. Rukia laments not having given him the whole story, and promises to return for him. Back in Las Noches, Ulquiorra Schiffer informs Orihime that her friends have mounted a rescue.

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The episode starts off with Chad finishing off Demōra, while Uryū has already fatally wounded Iceringer. With the two arrancar defeated, the room collapses, forcing Ichigo, Chad, and Uryū to make their way outside. Upon seeing the massive Las Noches palace, they begin running towards it, impeded by the various natural hazards of the desert. Meanwhile, Aizen gathers the Espada to inform them of the intrusion, making sure to stress that they are not to be underestimated, but likewise not to be considered an immediate threat. Back outside, the trio come across three hollows chasing what appears to be a human child, and decide to help.

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After arriving in Hueco Mundo, Ichigo, Chad, and Uryū traverse the halls of an unknown structure. After setting off several traps, they are greeted by Demōra and Iceringer, two arrancar under Aizen’s command. Chad and Uryū insist that Ichigo watch them fight, and after some initial trouble manage to overpower the arrancar. The episode ends with Chad preparing to hit Demōra with his new move, El Directo.

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After being brought before Aizen, Orihime is asked to demonstrate her power by restoring Grimmjow’s arm. Upon doing so, Grimmjow asks her to restore his tattoo. With that done, he quickly kills Luppi to regain his rank. Though worried that her actions might only cause more fighting, Orihime resolves to make herself useful until Soul Society has prepared for the upcoming war. Meanwhile, Ichigo, Sado, and Uryū make their way in Hueco Mundo. Along the way, Uryū reveals why he is breaking his promise to his father not to associate with shinigami; since Ichigo is a shinigami substitute and has been abandoned by Soul Society, he doesn’t consider Ichigo one of them. The episode concludes with Kurosaki Isshin meeting with Ryūken Ishida in the training chamber underneath the latter’s hospital, who talks to him about both their sons.

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Orihime’s friends discover that she’s gone missing following the attack by the arrancar. Since she heals Ichigo before departing, she is assumed to have turned traitor by Soul Society, and any rescue attempts are denied. Meanwhile, Tatsuki questions Ichigo about Orihime’s disappearance, only to be told that it’s none of her concern. Ichigo, unwilling to abandon Orihime, turns to Urahara for help, joined by Sado and Uryū.

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Orihime is given twelve hours to say goodbye to one person. Ulquiorra gives her a bracelet to make her invisible, which also allows her to pass through walls, in order to keep her from telling her friends anything. Orihime travels around town, watching her friends from a distance. She then visits Ichigo, who is recovering from the numerous injuries Grimmjow inflicted on him. She uses the chance to make a tearful love confession to a sleeping Ichigo. She comes close to kissing him but cannot bring herself to do it. Before leaving the human world, she writes a cryptic line in a notebook, “Good bye, halcyon days.”

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As the battle with Luppi continues, Hitsugaya accomplishes a sneak attack with his bankai and defeats Luppi. Meanwhile, Kisuke Urahara dodges Yammy’s bala using a portable gigai, toying with the Espada. Grimmjow nearly kills Ichigo, but is temporarily saved by Rukia. She too is nearly killed, but Shinji Hirako in turns saves her. Grimmjow decides to kill Shinji, but is overwhelmed by Shinji’s much better control over his hollow powers. As Grimmjow is about to release his zanpakutō, Ulquiorra stops him and all the arrancar return to Hueco Mundo. The mission, which was to bring Orihime to Aizen, had been completed.

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Ichigo and Grimmjow face off, with Ichigo donning his hollow mask much to the surprise and dismay of Grimmjow. However, he is quickly overpowered after failing to defeat Grimjow within his 11-second limit. Hitsugaya does battle against Yammy, until a boastful Luppi requests that all four of the present shinigami face him at once. Luppi then releases his zanpakutō, which causes him to sprout eight enormous tentacles from his back. After knocking out Hitsugaya, he captures Rangiku, Ikkaku, and Yumichika. Luppi turns one of his tentacles into a mace and attempts to attack Rangiku, only to have it severed by an attack from Kisuke Urahara. Meanwhile, in Soul Society, Orihime Inoue prepares to cross into the real world. Orihime is escorted back there by two shinigami guards, only to be intercepted by Ulquiorra. He severely injures the guards and demands that she accompany him, lest her friends die at the hands of the Espada attacking them.

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In Hueco Mundo, the transformation of Wonderweiss Margera takes place and Aizen has Ulquiorra gather some arrancar for a special mission. Meanwhile, Ichigo’s training has only amounted to him being able to hold his hollow mask for about 11 seconds. In Soul Society, Jūshirō Ukitake and Shūhei Hisagi observe Orihime and Rukia, who are training for the winter showdown. Yumichika and Rangiku are learning how to execute their bankai when Luppi, Grimmjow, Yammy, and Wonderweiss attack. Ichigo meets Grimmjow and activates his bankai. In the training room under the Urahara shop, Kisuke Urahara prepares to head out for battle.

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In Las Noches, Ulquiorra’s staged death and the theft of the Orb of Distortion are revealed to be a ploy by Aizen, engineered using his illusion-casting zanpakutō. The real Orb is safe, Patros having stolen an ordinary ball. Meanwhile, in the real world, Patros’ two subordinates are defeated after some effort, leaving Patros alone. In addition, Renji reveals his bankai and lifts his power limit, forcing Patros to release his zanpakutō. This allows Patros to overpower Renji, but in doing so he reveals the secret of his attacks to Ririn, who has been watching the whole time. By having Kuroud grab Patros’ arm, which now functions in the same manner as his sealed zanpakutō, Patros is unable to generate the energy to unleash his attacks, allowing Renji to destroy him. Back in Hueco Mundo, Ulquiorra reports to Aizen on Orihime, relating that her abilities would be useful to him. He also notes that she is not in the real world at the moment. This is the last of the filler episodes.

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In Hueco Mundo, an arrancar named Patros and his two subordinates steal the Orb of Distortion, seemingly killing Ulquiorra Schiffer in the process. Patros is unwilling to continue taking orders from Sosuke Aizen, and intends to make himself king by learning how to use the orb. To this end, he heads for Urahara’s shop, having heard that someone there can operate it. Kisuke, however, is out on business, so Renji battles him instead. Meanwhile, the other shinigami are kept busy by Patros’ two subordinates. As the two sides battle, Ulquiorra appears in the real world, showing no signs of his previous injuries.

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After a run in with Rangiku Matsumoto, Kon rescues a little girl named Miyuki from drowning. Unfortunately, Kon ends up inside Shintarō, the girl’s stuffed animal. After being brought to Miyuki’s apartment, Kon inadvertantly reveals himself. Miyuki believes his sudden ability to talk to be the answer to her prayers, and Kon is forced to play with Miyuki. When she refuses to go outside, claiming that she has no friends, Kon coaxes Miyuki into revealing that her parents are divorced and her dog, whom the stuffed animal is named after, was killed in front of their house by a passing car. Kon convinces her to visit the house with him, where they are attacked by a two-headed dog hollow. While attempting to defend Miyuki from the hollow, Miyuki’s worry for him causes one of the hollow’s heads to attack the other, and Rangiku purifies it in the confusion. As the hollow is purified, the rogue head is revealed to be Shintarō, while the other is just a random dog. Since Miyuki can’t see this, Kon explains it to her, and to escape from the stuffed animal, insists that Miyuki stop relying on him and make friends of her own.

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Rin Tsubokura from the 12th Division is sent to the Karakura Town to take readings, with Hanatarō Yamada as an escort. Yumichika Ayasegawa is assigned as their guide. While Rin searches for sweets to purchase, they stumble upon the ghost of a cake maker who wants the three shinigami to bake a cake for his mother. Upon delivering the cake, however, the chef’s mother refuses to eat it because it reminds her of her son, precipitating the chef’s transformation into a hollow. Furthermore, his change attracts a Menos Grande. Hanatarō is able to both stop the chef’s transformation and harm the Menos Grande with his zanpakutō, allowing Yumichika to dispatch it. Using a specialized device, Rin is able to make the chef visible so he can convince his mother to eat the cake.

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Ikkaku is brought in by Keigo’s sister, Mizuho, to help train a group of freshmen kendo students, the upperclassmen having been injured by another team to take them out of an upcoming competition. In doing so, Ikkaku injures all but one of the students, a boy named Shinji who wants to become stronger and avenge the attack on the upperclassmen. Down four members, Ikkaku tries to recruit the other shinigami to take their places, but can only get Hitsugaya (by bribing him) and Renji (by bribing Urahara). Keigo is forced into participating to pick up the slack. Since they only need three wins, victory is basically assured, since even if Keigo and Shinji lost, the shinigami never would. However, Ikkaku encourages Shinji to win anyway, since that’s what he wants. An attack by a Menos Grande forces the shinigami to leave just as Shinji’s turn comes up (the score now 2 to 1 in their favor), during which Shinji wins the match. Ikkaku, upon returning, finds that his match is canceled because of Shinji’s victory. Searching for his opponent, Mizuho indicates their team leader, a bald man wearing a wig who dumped her, thus revealing the real reason she recruited him.

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Karin Kurosaki meets Hitsugaya after he saves her soccer ball from going in to the street. Later, Karin discovers that older students are using a soccer field for practice during a time slot her team had booked. After a confrontation with the older gang, the two teams decide to have a soccer match for control of the field. Karin asks Hitsugaya to join in, but he turns down the offer, though he does take interest in her ability to sense hollows and follows her there anyway. On the day of the match, Karin injures her knee, prompting Hitsugaya to help her win simply to end the match. After the game is over, a Menos-class hollow tears its way into the real world right above the field, upon which Hitsugaya easily defeats it. Having revealed himself as a shinigami, Hitsugaya is questioned by Karin about Ichigo, which explains for him why she can see him in the first place. Hitsugaya reassures her that, wherever Ichigo may be, he is trying to become stronger, which helps Karin get over her worry for Ichigo.

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Though Yui is able to resist the arrancar and keep Shōta safe, the source body appears to devour her completely. However, it is little match for Rangiku and Hitsugaya, who arrive to defeat it. It manages to stall them by reminding them of Yui’s trapped soul, allowing it to escape and create hundreds of copies to attack the town with while it hides behind a barrier. While the rest of the shinigami fight off the infinitely respawning clones, Rangiku, Hitsugaya, and Shōta track down the main arrancar through his clones, which link back to it through the song it sings. In order to break down its barrier, Hitsugaya uses his bankai, guided with some help from Yui. Revealed, the arrancar releases its zanpakutō, but is disabled by Hitsugaya and finally killed by Rangiku and Shōta together, releasing every soul it devoured in the process. With the arrancar gone, Rangiku performs a soul burial on Shōta to reunite him with his sister.

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The arrancar is revealed to be able to disguise itself as the human souls it has devoured, which both increases its power and makes it impossible to find while disguised. Upon learning of the attack on Yui by the arrancar, Hitsugaya assumes she is one of the copies, something an attempted soul burial seems to confirm. Still unsure, Hitsugaya has Soul Society track the disguised arrancar while Yui is sealed within a barrier. The analysis confirms Yui is one of the clones, and also reveals the cloning power came from her in the first place. Shōta, being her brother, seems to have similar powers, and Yui uses him to break the barrier so she can lure him to the park and devour him.

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While tracking the arrancar, Matsumoto and Shōta discover that its song can force pluses to walk themselves into its jaws. Furthermore, it can multiply itself seemingly without limit, leaving dozens of copies of itself for Hitsugaya’s team to dispatch. A researcher from the 12th Division later explains that another arrancar is creating the copies, hence their inability to die. Despite the large number of copies, they are no match for the shinigami and thus are quickly dispatched. Afterwards, Shōta finds the person he was searching for: his sister, Yui. Before they died, Yui liked to play the ocarina, the tune of which is reminiscent of the arrancar’s. While Hitsugaya’s team tracks any stray clones that may have escaped destruction, the clones mass yet another attack while a larger, more humanoid arrancar emerges to watch. During the confusion, Yui runs off to the park where she was originally found, where Shōta admits that he abandoned her out of fear.

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During what appears to be a common hollow attack, Matsumoto is forced to protect the foul-tempered spirit of a child from an armadillo-like arrancar that sings a strange tune. After Ikkaku dispatches the arrancar, they forgo sending him to Soul Society in order to interrogate him. The child, named Shōta Toyokawa, is quite insisitent that he has something to do before leaving the real world, but won’t say what. Matsumoto convinces Hitsugaya to wait a day before sending him to Soul Society. At night, Shōta attempts to steal Matsumoto’s zanpakutō, but is caught by her. He reveals that he has to find someone, but is still evasive about just who it is. Before Matsumoto can press the issue, the supposedly-dead arrancar shows up once more. This is the first of ten filler episodes between the various characters training and the beginning of the fight between the arrancar and Soul Society.

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With Orihime’s attack spirit, Tsubaki, out of commission, Urahara tells Orihime that he doesn’t want her to participate in the upcoming battle, as anyone who cannot fight would simply be a burden. Orihime is saddened by the decision, but understands it. After being taken back to the vizard by Hiyori, however, Hachi is able to restore Tsubaki for her, which she could not accomplish on her own. Meanwhile, Yammy has his arm reattached, while Ulquiorra explains that Grimmjow lost his rank when he lost his arm.

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Hinamori appears to still be in a trance, believing that Aizen is innocent and urges Hitsugaya to save him, which angers him. Throughout the town, various training sessions are taking place: Ichigo is training with Hiyori to lengthen the time he can use his hollow mask, Chad is training with Renji to make his arm stronger, and Uryū is training with Ryūken to regain his powers. Meanwhile, Orihime tracks down Ichigo to inform him of Aizen’s plans. This comes as a surprise to the other vizard, as she passes through the barrier with no effort. In his battle with Ryūken, Uryū finally loses his patience and goes on the attack, only to be shot through the chest. A pentacle-shaped scar forms at the point of contact, and Ryūken informs Uryū that his powers have been restored.

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After a conversation with a manifestation of Kenpachi Zaraki, Ichigo is able to steal his hollow’s sword and impale him with it, gaining control over his inner hollow. Elsewhere, Shigekuni Yamamoto-Genryūsai speaks with Hitsugaya about Aizen’s objective: he plans to obtain the royal key and overthrow the king of Soul Society. However, as Yamamoto is the only person who knows where the key is, Aizen will have to manufacture a duplicate using 100,000 human souls gathered in Karakura Town, and in doing so vaporize a large portion of the city. At Urahara’s shop, Chad is fighting against Renji’s bankai as training, while Ishida is still dodging arrows from his father under Karakura Hospital. Hinamori is also seen to be awake, and is wanting to talk to Hitsugaya.

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Ichigo battles against his inner hollow for control while the vizard struggle to keep his berserk body in check. Ichigo and his inner hollow both use their bankai and commence fighting, but Ichigo is continually assaulted by inner manifestations of previous foes Byakuya and Kariya. Ichigo’s inner hollow overpowers him and breaks his sword, then explains to him that he has no desire to serve someone with no instinct for battle. Ichigo regains his resolve at this and snatches away his inner hollow’s sword.

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With her hollow mask, Hiyori is more than a match for Ichigo. She continues to goad him into using his hollow mask or bankai, neither of which Ichigo is willing to do. At home, Yuzu is very worried about Ichigo and where he has gone. Rukia even admits to herself that she could not feel Ichigo’s spirit power. Nevertheless, Ichigo’s inner hollow surfaces and nearly kills Hiyori before the other vizard step in. After some seemingly pointless exercise, Ichigo demands that they tell him the secret to controlling his hollow, so Shinji explains to him that he must force his hollow into the core of his soul. Acknowledging how quickly Ichigo became a shinigami and obtained shikai and bankai, Shinji decides to let Ichigo confront his inner hollow and starts the process by rendering Ichigo unconscious. While Ichigo battles his hollow in his inner world for control of Zangetsu, Ichigo transforms into a hollow in the real world where the vizard begin taking turns battling him.

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Grimmjow is taken back to Hueco Mundo by Kaname Tōsen, who asks Aizen for permission to execute Grimmjow. When this request is denied, Tōsen slices off Grimmjow’s arm and destroys it. With the arrancar threat over for the moment, Ichigo sets out to find the vizard, aware that his inner hollow has become too powerful to control. Meanwhile, Ishida trains with his father under Karakura Hospital and Chad requests that Urahara train him as well. Back at the vizard warehouse, Ichigo fights Shinji so he can force him into telling him how to control the inner hollow. Hiyori interferes and uses her hollow mask to fight Ichigo as a test to see if he’s strong enough to join the vizard.

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With their power limits lifted, Hitsugaya, Matsumoto, and Renji easily dispatch their opponents. Meanwhile, Ichigo isn’t doing so well against Grimmjow, who is able to block Ichigo’s strikes barehanded. After a protracted battle, during which Ichigo can’t land a single blow, Ichigo resorts to his “black” getsuga tenshō. The attack only manages to burn Grimmjow slightly, and allows Ichigo’s inner hollow to begin surfacing. Ichigo is ‘rescued’ by Kaname Tōsen, who has arrived to take Grimmjow back to Hueco Mundo because he had disobeyed orders in orchestrating this attack.

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With Ikkaku’s battle over, the other fights are touched upon: Hitsugaya, using his bankai, can’t manage to land a hit on Shawlong; Renji, doing the same, is equally outmatched by Ilfort; Matsumoto has seemingly been defeated by Nakim; and Ichigo’s shikai can’t even scratch Grimmjow, forcing him to use his bankai to keep up. Renji is granted a short reprieve by a sleep-walking Ururu, whose insane strength allows her to beat Ilfort to a pulp almost effortlessly. Ilfort counters this by releasing his zanpakutō, impaling Ururu on his newly-grown bull horns. Elsewhere, Shawlong has also released his zanpakutō, and effortlessly dodges or blocks Hitsugaya’s attacks. All this time, however, Matsumoto has been requesting that they be able to lift their power limits in order to deal with the powerful arrancar, and now they finally have permission.

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Ikkaku flashes back to his first encounter with Kenpachi Zaraki, which he lost miserably. Kenpachi advises him that when one loses a fight but doesn’t get killed then the person is lucky. He tells Ikkaku to survive so he can kill the person that failed to kill him. When Kenpachi becomes the captain of the 11th division, Ikkaku and Yumichika join under him. Later, Ikkaku is shown teaching Renji how to fight. After their training is eventually finished, Renji asks to see Ikkaku’s bankai, but Ikkaku refuses. Ikkaku wishes to keep it a secret so he can continue fighting under Kenpachi’s command. In the present, Ikkaku falls from the sky, his weapons shattered. However, Edrad is missing a fair portion of his chest and his entire right arm. Edrad falls to his death and Yumichika congratulates Ikkaku for winning.

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Ikkaku fights Edrad, who is forced to release his zanpakutō. Ikkaku is overwhelmed, even with his shikai, and is forced to reveal his bankai. Meanwhile, Grimmjow easily dispatches Rukia as Ichigo prepares to face him. Ikkaku, now using his bankai, begins to overpower Edrad. Edrad comes up with a strategy to defeat Ikkaku, and the two clash at full power as the episode ends.

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Grimmjow’s five arrancar head off to fight their opponents: Shawlong Qufang and Nakim fight Hitsugaya and Matsumoto, respectively; D-Roy fights Chad; Edrad Leones fights Ikkaku; and Ilfort Grantz fights Renji. D-Roy nearly deals Chad a fatal blow to the chest before Ichigo intercepts it with his hand. Upon being told by Ichigo he should stay back and not fight, Chad becomes greatly discouraged since he is no longer any help to his friend. Rukia then steps in and tells Ichigo she will take care of D-Roy herself. Unveiling her zanpakutō, Rukia easily kills the arrancar. She and Ichigo are then found by Grimmjow. Meanwhile, Keigo stumbles upon Ikkaku’s fight with Edrad.

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Ulquiorra and Yammy are debriefed by Aizen and the other arrancar. Grimmjow Jeagerjaques questions their actions in regards to Ichigo, but Aizen trusts in Ulquiorra’s judgement and does nothing. Annoyed, Grimmjow takes a group of five arrancar with him to the human world to eliminate anyone with even a trace of spiritual power. Meanwhile, Tōshirō’s team separates to find places to stay while in the human world. There is character development, especially in Orihime and Matsumoto as there is an unveiling of Orihime’s character and feelings for Ichigo and Rukia. Matsumoto is shown as a matronly type character, embracing Orihime and explaining to her that this type of feeling is always present, and necessary.

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After a harsh reintroduction to Rukia, Ichigo is dragged off in shinigami form to fight a hollow. While Ichigo attempts to deal with the hollow, Rukia berates him over his inability to defend his friends, and reveals that she knows about his inner hollow, telling him not to fear it but to get stronger and crush it. Inspired, Ichigo easily defeats the hollow. Rukia then drags him to Orihime so he can apologize. At Ichigo’s house, Hitsugaya goes over Aizen’s plans and the different types of menos-class hollows. Finally, Ulquiorra and Yammy return to Hueco Mundo to report back to Aizen.

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Ichigo starts his battle with Yammy, blocking Yammy’s first attack and cutting off his arm. However the fight is cut short when his inner hollow interferes, allowing Yammy to gain the upper hand. Before he can kill anyone present, however, Urahara and Yoruichi arrive to take over the battle. Yammy is no match for them, and is rescued by Ulquiorra, who then retreats in Hueco Mundo. Back at Ichigo’s school, a team of shinigami is dispatched in response to the ever increasing arrancar threat. The team consists of Renji Abarai, Tōshirō Hitsugaya, Rangiku Matsumoto, Ikkaku Madarame, Yumichika Ayasegawa and Rukia Kuchiki, all of whom are posing as new students at Ichigo’s school.

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After his chat with Shinji, Ichigo realizes that his inner hollow is indeed becoming more than he can control. Meanwhile, two arrancar (Yammy and Ulquiorra) arrive in Karakura Town, making a spectacular crater at their landing site. When everyone comes to see what happened, Yammy begins sucking the souls from everyone in the immediate area. Only Tatsuki Arisawa survives, and is left weakened as a result. Chad and Orihime arrive to save Tatsuki, but are easily repelled by Yammy, whose strength is great enough to bat Chad away in a single attack and reduce Tsubaki (Orihime’s attack spirit) to pulp merely by blocking it. Before he can kill either of them, however, Ichigo arrives to save them.

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With the death of Grand Fisher, Urahara appears to have a short chat with Isshin. The two talk about the plans of both Aizen and the vizard, more aware of the former than the latter. Both are aware of the vizard’s interest in Ichigo. After they sense Ichigo approaching, they depart to avoid being seen. Things in Soul Society are also becoming tense, though what is causing it is unclear. At school, Shinji is still following Ichigo. When Ichigo confronts him, Shinji admits that he won’t give up until Ichigo agrees to join the vizard. The offer is equally out of concern for Ichigo as it is for the vizard. Shinji explains that Ichigo’s inner hollow will eventually overpower him, destroying everything he cares about. Later on, Shinji is confronted by Hiyori Sarugaki, a fellow vizard, about his lack of progress. They are interrupted by Chad and Inoue, who want to know what the two want with Ichigo. Hiyori states that it is none of their business, and prepares to kill Chad and Inoue. Shinji grabs her and runs away to prevent any such thing from happening. At the Karakura hospital, Uryū formally asks Ryǔken for his own Quincy powers, swearing not to further affiliate with the shinigami.

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After rescuing Uryū from the arrancar attacking him, Ryūken offers to restore his powers provided he never again associates with the shinigami. Meanwhile, Kon is still running through town in an attempt to evade Grand Fisher. Despite receiving help from Ririn, Cloud, and Nova, he is eventually caught. Just as he is about to be killed, Isshin Kurosaki steps in to save him, dressed in shinigami clothing. Both Ichigo and Shinji become aware of a new presence, though neither are able to identify it as Isshin. Curious, Ichigo decides to leave in order to check it out, but not before turning down Shinji’s invitation. After a short conversation between Grand Fisher and Isshin, during which Isshin makes it clear that he’s been aware of Kon, Ririn, Cloud, and Nova as well as Ichigo’s shinigami activities, Grand Fisher transforms into a larger version of himself and draws his zanpakutō whilst mocking Isshin. Isshin casually identifies him as an arrancar and dispatches him in a single attack.

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In Hueco Mundo, the hollow Grand Fisher transforms into an imperfect arrancar and makes his way to the human world. Meanwhile, Shinji Hirako enrolls at Ichigo’s school. During a routine hollow purification, Ichigo is confronted by Shinji, who shows that he can willingly produce a hollow mask just like Ichigo has done unconsciously on occasion. He asks Ichigo to join his group: the vizard. At the same time, Kon (inhabiting Ichigo’s body) is attacked by Grand Fisher and Uryū is attacked by another imperfect arrancar. Uryū is rescued by his father, who reveals himself to be a Quincy, while Kon remains helpless against Grand Fisher.

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With the threat of Kariya now gone, the group relaxes. Rukia goes back to the Kuchiki house to continue her recovery, while Ichigo and Renji discuss Kariya’s life. They all go on to reminisce about their own lives; Ichigo on the days before his life-changing encounter with Rukia; Renji on his promotion to 6th Division lieutenant; and Rukia on the day she was told she would be going to the real world.

Meanwhile, Koga Gowa wakes up in Rantao’s home. He had survived his fight with Hitsugaya, and was found and taken back to Rantao by Yoruichi. Upon discovering he is the only remaining Bount, he apologizes for the Bounts’ actions, in particular for Kariya. He remains with Rantao.
The group returns to the real world, while in Karakura Town, a figure (Shinji Hirako) stands upon a post just as Rukia did the night before her encounter with Ichigo.

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The battle between Ichigo and Kariya continues. Kariya reveals his doll, Messer’s true form, which utilizes wind friction that generates static electricity which becomes lightning. Kariya declares that he plans to release all of the Jōkaishō by releasing one, which will obliterate everything in Soul Society. Rukia and Renji arrive on the battle scene. Rukia proceeds to go help Ichigo, but Renji pulls her back, telling her that it is Ichigo’s fight. Suddenly, Ichigo’s hollow persona reveals itself momentarily in the form of an eye color change, catching Kariya by surprise. He reveals that he can no longer absorb spirit particles because Rantao sealed his absorption skills. The scene shifts to the efforts of the other squads in sealing the scattered Jōkaishō. Kariya then attempts to explode a Jōkaishō, but Byakuya Kuchiki uses his bankai to stop his attempt. Yoruichi appears at Byakuya’s side, revealing their intentions to prevent Kariya from attempting to explode further Jōkaishō. Before Kariya is about to finish off Ichigo, Ichinose Maki’s zanpakuto saves him by absorbing the lightning. Inoue, Chad and Ishida arrive at the scene but Rukia tells them not to help Ichigo, reflecting on how Ichigo is split between the human and spiritual worlds in a similar way Kariya Jin is, and this similarity means Ichigo may be the only one who can defeat him. They launch final attacks at each other, after which Kariya expresses his sadness at not being able to see what happens to Ichigo, and then disintegrates. This leaves Ichigo in a sense of deep thought, wondering whether Kariya’s intentions all along were to end his eternal life.

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