Urahara is appointed Captain of 12th Division at the ceremony attended by all the other captains and then introduces himself to the rest of his squad. The squad members are led to believe that their captain was too weak and thus fell easily at Hiyori's attack, but it turns out he managed to easily evade her kick before it hit him... Later that night, Shinji and Urahara are sitting outside, and Urahara asks Hiyori if she would like to accompany him to the Maggot's Nest...
This episode takes place in Soul Society 110 years ago. Most of the Captains have gathered to celebrate the promotion of the 12th Squad Captain to the Royal Guard, known as Zero Squad. Meanwhile, Yoruichi (currently the Captain of Second Squad) has recommended her Third Officer, Urahara Kisuke for the now vacant position. However, Soi Fon is not happy about this and follows Urahara in an attempt to prove he is unworthy of the position. Yoruichi hears of this and mistakenly thinks that Soi Fon has a crush on Urahara.
The soccer game officially kicks off, including setting up a gigantic barrier around the play field to designate the assigned area. The two teams, each with varying characters, ranging from gigais to Kon, the modsoul, attempt to keep the ball away from each other using different and comical means. The action culminates in Ikkaku Madarame joining in the game, while actually sparring with Ichigo instead...
Ichigo walks into school and sees Lurichiyo in a school uniform. After a confrontation on the roof, Lurichiyo disappears, prompting a search party to go out looking for her. On the way home, Kenryuu confronts Ichigo and Lurichiyo. Ichigo devises a plan of having Kenryuu faint a suicide attempt in front of Lurichiyo in order to persuade her to forgive Kenryuu...
Aizen has finally decided it's time to destroy Kurakara Town. The three most powerful Arrancar and their Fraccion are about the face the Shinigami while Ichigo rushes to save Orihime from Ulquiorra, who has just returned from his imprisonment by Grimmjow.
Kenpachi continues fighting Nnoitra, and although he is able to keep up with his attacks, soon realizes that he is in danger of dying. He then resorts to using kendo and deals Nnoitra a powerful sword strike, severely wounding him. Nnoitra is angered by Kenpachi's belief that he had won as he hates being shown mercy or being pitied more than anything, partly influenced by his time with Neliel.
Kenpachi manages to wound Nnoitra with the slash, and finds the right amount of force he needs to put into his blows in order to cut his opponent. He continues to attack Nnoitra, and after Nnoitra accidentally tears off his eyepatch while trying to attack him, the limits on his power are removed, and he delivers a devastating slash to Nnoitra. Nnoitra then releases his zanpakuto, Santa Teresa, giving him an extra pair of arms and regenerative abilities.
Szayel, his senses heightened as a result of the drug,he feels Mayuri's zanpakuto piercing through his hand and heart for what seems like countless lifetimes before he dies. After restoring Nemu to full health, Mayuri orders her to clear away the rubble that concealed Szayel's laboratory. In the Lab it shows two dangling bodies, but does not show who they were. Afterwards, Mayuri heals the reluctant Uryuu's injuries. Elsewhere, Kenpachi has difficulty cutting through Nnoitra's hierro, but believes that Nnoitra can be injured.
Rukia regains consciousness, but is told to rest and regain her strength for the battles ahead. Kenpachi's battle with Nnoitra continues, and Orihime heals Nel at Ichigo's request. Despite managing to have his bankai swallow Szayel, Mayuri inadvertently poisons Uryu and Renji, and Szayel seizes the opportunity to resurrect himself by absorbing Nemu's spiritual particles through his Gabriel technique. However, in the process, he ingests a “super-human” drug from inside Nemu that increases all of his senses to the point where his body cannot keep up, immobilizing him.
Zommari survives Byakuya’s attack but Byakuya, having already discovered how to counter his ability to control others, quickly dispatches him. Mayuri initially seems unable to fight back against Szayel destroying his organs, but reveals that he has made himself immune to Szayel’s ability by replacing all the organs in his body with dummies after learning about the ability from bacteria he implanted in Uryu. He then activates his bankai, poisoning Szayel despite his efforts to make an antidote, then has it swallow Szayel.
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