Going back to the time when Ichigo, Uryu, and Chad left the real world for Hueco Mundo with Kisuke's help, the main focus is now directed to the events that took place in Karakura town during the previous arc. Kisuke feels that Karakura town needs protection against hollows now that Ichigo left. In one night, he came up with the idea to create a fun way to protect the town, which was to force Kon into a team of hollow fighting super heroes called "Soul Burial Detective, Karakura Riser". Once Kon gets used to his new hero suit, he meets the rest of the team which includes Don Kanonji, Tatsuki, Chizuru, Keigo, and Ururu. After a successful fight with hollows, the team encounters a woman who appears to be an arrancar.

This is a continuation of the previous episode. The team assembled in the previous episode are to infiltrate a gate that the Arrancar are using to travel between Hueco Mundo and the world of the living. At the "Hollow Fortress" numerous Hollows attacked the team. Don Kanonji and Ururu stayed behind to take care of the hollow and the others went inside the "Hollow Fortress". When they got inside the fortress, they met one of the many arrancar from Hueco Mundo. Chizuru used her "Hyper Erotic Powers" to distract the arrancar, and Tatsuki, Keigo, and Kurumatani take care of the Hollows inside. Kon travels to the center of the fortess, where he meets a hollow andhugs it with his "Riser Beam", exploding and destroying the heart of the fortress, and the fortess itself. In the end, Urahara erects a barrier around Karakura town.

Aizen begins his invasion of Krakura Town only to be confronted by the Captains and vice-captains of the 13 Protection Squads. In order to even the odds the Captain-Commander imprisons Aizen, Gin and Tousen in a fortress of fire and the group prepares to take on the Espada. Meanwhile, back in Los Noches, Ichigo rushes to save Orihime from Ulquiorra only to be attacked by the Exequias. He is then saved by the sudden appearance of Renji, Chad and Rukia.

Ichigo arrives in the 5th Tower to save Orihime and confronts Ulquiorra, who tells him that because Aizen has not ordered Orihimehuged, he shall not do it unless ordered to. But because Ichigo is a threat to Hueco Mundo that must be destroyed, he willhug him. As a result, Ulquiorra finally unsheathes his sword and they begin their battle. Meanwhile, back at the fake Karakura, Barragan takes command since his boss is locked inside Yamamoto's fire prison, ordering both Halibel and Stark to not underestimate 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 four of Barragan's six Fraccion. Each is introduced to the other and the battle for Karakura begins.

In the fire prison that Yamamoto's zanpakuto created, Gin notices that Kira is pretty upset. Tosen asks him what is wrong, and if he misses Kira, because he used to be his captain. Gin states that he doesn't, he's just glad that Kira is doing well. At 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 sadistic, erotic, strange, feminine arrancar, continue their fight, but eventually it turns out to be more of a "beauty contest" than an actual fight, because of the fact that the two spar for the sake of making the other look disgraced because of the other's ugliness. Charlotte uses an array of attacks, summoned up by a ridiculously long name each time. When Yumichika manages to cut some of Charlotte's hair off, that pushes him over the edge and releases his sword, "Reina de Rosas" which means "Queen of the Roses". Now on equal strength with Yumichika, the two fight more seriously, until Charlotte traps Yumichika in a prison of black thorns, which will completely encase him and his reiatsu, cutting him off from the world. But since he is in a spot where no one will know, Yumichika reveals a secret attack of his zanpakuto he doesn't want anyone to know about, and with it, he defeats Charlotte.

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 Findol reveals to Hisagi that he can chip off his mask to regulate 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.

When Hisagi faces off against Findor Carias, his opponent proves to be much stronger than he first thought. As such Hisagi is forced to release his Shikai, Kazeshini in order to defeat him.

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.

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 Harribel, 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, Lilinette. While Oomaeda struggles against Nirgge, Soifon is able to pin Ggio to the wall and releases her zanpakuto.

Ggio manages to free himself and fights back against Soi Fon, chiding her for not finishing him off when she had the chance. He releases his zanpakuto and continues fighting her, seeming to be of equal or greater skill. Oomaeda continues fighting Nirgge, and while it appears that Nirgge can keep up with his speed even in his slower release state, Oomaeda reveals that he had only pretended to be slow, and manages to outmaneuver Nirgge and bash him in the head with his zanpakuto. Despite this, Nirgge gets up again, only to die when Ggio accidentally knocks Soi Fon 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 canhug 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 Soifonhugs him easily with her zanpakut-s ability. She then explains her zanpakut? second ability before she and Omaeda go to face Barragan.

Rangiku struggles against Harribel's Fraccion until fifth division lieutenant Momo Hinamori arrives and, using kido and her zanpakuto's abilities, manages to severely injure the enemy. In response, the three Fraccion release their zanpakutos, rip off their left arms and combine them to form a strange hybrid creature named Allon. Elsewhere, Ukitake refuses to fight Lilynette because she appears to be a child, while Kyoraku and Stark fight against each other despite being unwilling to release their zanpakutos.

Ukitake overpowers Lilynette, being able to repel her attacks almost effortlessly, and tells her he has no desire to fight her. Allon attacks Rangiku and Hinamori, defeating each of them in one hit, but Hisagi and Izuru arrive to help. While Izuru starts to heal Rangiku and Hinamori, Hisagi tries to fight Allon, but is easily defeated, and Iba is blown away with a cero when he tries to attack it. As Allon closes in on Izuru, Yamamoto arrives to fight it.

Allon goes into a rage upon seeing the wound Yamamoto inflicted, and immediately regenerates it. He enlarges his right arm into a gigantic size and tries to punch Yamamoto, demolishing several buildings in the process. But Yamamoto blocks the attack easily, releases Ry... jin Jakka and cuts Allon in half. When it seems over, one half of Allon attacks once again and Yamamoto finishes him off by incinerating him. Mila Rose, Sun-Sun and Apache attack Yamamoto in unison but are burnt to crisp before the might of Ry... jin Jakka. Meanwhile, Hitsugaya continues his heated battle with Harribel. Harribel releases a torrent of energy from her weapon and reveals herself as Tercera Espada. Shunsui and Starrk watch the pair's battle. Shunsui guesses Barragan must be the Primera Espada, but Starrk corrects him and reveals his "1" tattooed to the back of his left hand. The three most powerful Espada unleash pillars of energy, readying themselves to fight at top strength. Meanwhile Rukia, Renji and Sado dispatch the last of the Exequias and Rukia faces down Rudobone, the Exequias' leader. Ulquiorra tells Ichigo that it is useless to resist but Ichigo swears to keep fighting for the sake of everyone. The episode ends with Ulquiorra firing a cero and Ichigo slamming his blade against it, fading to white.

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 Asano and Mizuiro Kojima while saving Keigo from some thugs. Orihime meets Chizuru, who tries to woo her only to be kicked in retaliation by Tatsuki Arisawa. 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 Soul Reapers decide to take a vacation to the ocean in the real world because captain Byakuya Kuchiki 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 zanpakuto until Yoruichi Shih... in and Soi Fon defeat them. It is then revealed that Retsu 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 there 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 kicks them out and then leaves with Keigo to get juice. While out the two are attacked by the hollow from Soul Society. The hollow is defeated The episode ends with Ikkaku carrying Mizuho home and then leaving on good terms in the morning.