Ichigo returns to the real world and is back in school. He meets up with his high buddies. His shinigami badge goes off and he runs out to slay a Hollow, along with Inoue and Chad. They talk about Ishida's lost powers and if he can get it back. As they run off a mysterious stranger appearances above Ichigo.Kon starts ranting how he wants out of his plushie form, and the badge goes off so Kon gets Ichigo's body. Meanwhile Ichigo slays the Hollow and meets Hirako Shinji a Visored. They talk about a hollow mask and a zanpakotou.Meanwhile, elsewhere in the city, Kon is attacked by the Grand Fisher, who's appearance has changed. As Ishida is attacked by Menos type hollow and trying to battle it, when some one helps Ishida. Who is it and why is he helping Ishida?

Uryu Ishida and Kon are in trouble, being chased by Menos typed powered Hollows. They get help from someone they would have never expected to help them. Uryu is surprised that his helper was able to finish off the Menos type Hollow, in 3 hits.Kon is surprised who defends him, from the attack of the Grand Fisher who is now an Arrancar.

Isshin and Urahara talk about an upcoming war, where the Vizards, Arrancars, Soul Society, and the Earth will be in a battle that is upcoming. They all take off, because Ichigo is coming there way.

Life goes on for Ichigo, but he is way depressed over the Vizard thing and his Hollow taking over him. After hearing his Hollow saying he is going to take over him, Karin comes in and says she knows about Ichigo being a Shinigami.

Ichigo runs into trouble battle Yammi, and Ulquiorra watches the battle. Urahara and Yourichi come to aid, Ichigo and his friends, and they get the upper hand, when Ulquiorra decides to leave, because his mission for Aizen is done.

Rukia helps Ichigo over comes, his depression, from not being able to help his friends and getting beat up by the Arrancars.

Ulquiorra shows his report to Aizen and his fellow Arrancar by crushing his left eye. When Grimmjow questions why his didn'thug Ichigo, Uriquiorra explains Aizen's concerns about Ichigo's power.

After the Arrancar arrive Ichigo finds Chad being overpowered and asks him to step back. After Rukia learns what he said, she asks him to do the same thing and shows him her true power. Meanwhile Keigo makes a deal with Ikkaku; After Ikkaku saves him from the Arrancar Keigo will provide him with a place to stay.

Ikkaku continues his fight with the Arrancar. The Arrancar is forced to unshealth his Zanpakutou after Ikkaku hears his boast about having steel skin. Keigo asks why Yumichika doesn't help, and learns that Ikkaku is having fun fighting. Ikkaku is able to switch hands between scabbard and sword, surprising the Arrancar who thinks he uses simple tactics. Arrancar releases his Zanpukutou, Volcanica, and reveals his name, Edorad Leones (Arrancar Thirteen). Meanwhile, Grimmjow easily cripples Rukia, leaving only Ichigo. Edorad explains that the Arrancar's zanpakutou is the opposite of the Shinigami's and allows the Arrancar to reach their true forms. Ikkaku is blown off with a single strike of Volcanica. Yumichika calls Soul Society and requests special freezes around each Shinigami to protect nearby souls, in addition to preparations for Ikkaku's military funeral. Meanwhile, Ikkaku releases his shikai but is still smashed to the ground by Edorad. Edorad is about to finish of Ikkaku when the Shinigami releases his Bankai, Ryuumon Houzukimaru (Dragon's Crest, Demon Light). Ikkaku's Bankai is a strength type that gets stronger as it cuts or gets cut, shown by the dragon that turns red in his center blade.

Ikkaku thinks back to the day, when he first met Zaraki Kenpachi and lost a sword battle with him. He wanted Zaraki tohug him, but Zaraki let him live so they could fight again another day. He hunts for Zaraki and finds out he is now a captain of the Soul Society.He and Yumichika, go there and join his squad. Ikkaku then starts training Renji who was just moved from the Aizen's division for fighting too much. Renji after the events of the Aizen's betrayal tries to talk Ikkaku in to becoming a captain, but Ikkaku tells him his resolve. The ending part of the Edorad and Ikkaku battles ends as both fall from the sky. But Edorad has more damage.

Hitsugaya, Renji, and Matsumoto contiune there battle and are struggling due to the limiters placed on them. Ririn, Cloud, Nova and Ururu try to help Renji, but are beaten down. Ururu gets II-Forte to release, due to her attacks.Shawlong explains how the Arrancar number system works. And how he thinks HItsugaya's bankai works. As this is happening Ichigo is not even denting Grimmjaw and is forced to use Bankai. Meanwhile Hitsugaya is having much problems with his opponent who is now in released form. Before things get really bad however, Matsumoto reciveves a call they seem to have been waiting for. The good news: no more limit on their power. The ending scene shows all three of them releasing massive amounts of reiatsu.

Hitsugaya, Matsumoto, and Renji beat the person they are battling with no problem. Basically hugging them in one blow.

The episode begins in Hueco Mundo with Kaname having brought Grimmjow before Aizen due to his disobedience, and Gin's first appearance in awhile. Also, after the outcome of the battles with the Numeros classed Arrancar, each character reflects on the grim situation. Chad asks Urahara to train him so he can become more powerful, and Ichigo seeks out the Vizard who give him an ultimatum.

Ichigo and Hiyori face off, but Ichigo has a bit of trouble holding his own. Hiyori urges him to use his Bankai, but he refuses for the fear of the presence of his inner hollow taking over. Hiyori succeeds in drawing it out eventually, however, and Ichigo passes their test of strength to join the Vizard. The Vizard have Ichigo train endurance before teaching him how to subdue his inner hollow, but after acknowledging Ichigo's already advanced shinigami abilities Shinji takes the training into the next phase. The episode ends with Ichigo in his subconscious world facing off against his inner hollow.

Ichigo continues his inner struggle with his inner Hollow. As the battle continues he sees illusions of past foes defeated who impart him advice to renew his fighting spirit. Also, the Vizard begin taking turns battling against Ichigo's outer body, which has almost been completely taken over by his Hollow.

Ichigo finally regains his resolve to fight after a little blunt truth from Kenpachi, while Ichigo's outer body has been completely taken over by his Hollow and now battles Love. Before he is able to execute a cero blast, a high-level Hollow ability, Ichigo regains control after having won the fight against his inner Hollow. As the episode ends Aizen's true target is discovered to be the King's Key, a duplicate of which can be made only by extracting 100,000 souls from the spirit-enriched Karakura Town.

Hitsugaya speaks with Hinamori through the big-screen TV, who apologizes for falsely believing he could have assassinated Captain Aizen. Ichigo endurance trains his Hollow form with Hiyori, and Orihime finds the Vizard hideout and recaps him on Aizen's plans. Ury-s strength begins to waver and he does not know how much longer he can hold out against his father's relentless attacks, believing he mighthug him with his next few. In desperation Ury? uses his last silver tube to try and seal his father's movements and end the training session.

Urahara tells Orihime that he doesn't want her fighting in the upcoming war against Aizen, as her abilities are not built for the frontlines and they will have the fourth squad when it comes to first-aid relief. Hiyori brings Orihime back to the hideout at Hachi's behest, and he revives Tsubaki for her and also echoes Urahara's decision because he believes she has not the resolve to fight.

Matsumoto investigates a strange tune, only to find a young male plus being attacked by an Arrancar. After Ikkaku easily dispatches the Hollow they interrogate the child regarding the Arrancar that attacked him. As they are about to perform a soul burial, he insists he has something to finish before leaving the real world. The boy is granted a reprieve thanks to Matsumoto, and as he sneaks out at night with her Zanpakuto the Arrancar that they thought to be slain reappears before both the boy and Matsumoto.

The mysterious Arrancar has the ability to duplicate itself, and the team must find the original copy which sends messages to its duplicates in order to destroy it. They know it must somehow be connected to the strange tune. Shouta finds his sister, but she runs away back to the park without warning.

Hitsugaya finds a discovery that helps them in the battle aganist the Arrancar they are battling that it can shapeshift into other souls. And they find out Yui is a clone of the Arrancar. Hitsugaya and group are trying to protect Sh... ta and figure out a plan to beat the Arrancar.

Matsumoto tries to get to Sh... ta as Yui tries to get him absorbed. Yui regains some control just as the psuedo-Arrancar who has been hiding in the shadows for all this time, makes an appearance, ambushing them with more clones and absorbing Yui. Will Matsumoto be able to hold off the Arrancar and protect Sh... ta long enough for Hitsugaya and the others to arrive and put an end to this monster?