Chad realizes Noitora\'s fearsome strength too late and he falls. The others sense it including Orihime but they are all powerless to do anything about it. Meanwhile, the 8th Espada, Szayel Aporro Grantz appears before Renji and Dondochakka.
Grimmjow\'s past and his ascension to Adjuchas, along with his meeting of Shawlong and the others is revealed, as the battle with Ichigo continues. Grimmjow pulls out his final strongest technique, Desgarrón and he prepares to end the fight. Ichigo is not willing to give in either and they clash as the battle finally ends.
Ichigo pulls out his Hollow mask and Grimmjow releases his sword, Pantera. With both in their most powerful forms, the battle begins in earnest again. The fight is intense with both sides exchanging strong blows. As Ichigo\'s mask breaks apart bit by bit, Nel urges a frightened Orihime to cheer for Ichigo since he is doing it for her.
Uryuu and Renji recover from their battle with Szayel Aporro while Orihime continues to heal Ichigo\'s wounds. Ulquiorra appears and questions Grimmjow about his intentions. They get into a fight but Grimmjow manages to seal Ulquiorra in another dimension. Now free to fight the fully restored Ichigo, the two draw their swords attack. Using a massive blast, Grimmjow forces Ichigo to pull out his Hollow mask and the battle begins for real.
Uryuu and Renji continue fighting against Szayel and with Renji\'s help, Uryuu pulls out a secret weapon to use against Szayel. The attack seems to be a success at first but Szayel has his own secret technique. Meanwhile, Grimmjow appears before Nel with Orihime in tow. What does Grimmjow have planned? Will Ulquiorra have something to say about it?
Loly and Menoly continue to mistreat Orihime and Loly is about to finish her off when the wall shatters and who should enter but Grimmjow. Meanwhile, Uryuu takes up the battle against the Fraccion of Szayel when his initial strike has no effect whatsoever on the Espada. Renji might be able to lend a helping hand but can the two hope to defeat Szayel when he can predict their every move?
Renji continues his battle with Szayel Aporro while Ichigo faces off against Ulquiorra. Not knowing Ulquiorra\'s rank and strength, Ichigo wastes no time and he quickly goes into his Hollow form to battle. Ulquiorra reveals a deadly secret which shocks Ichigo and the tables turn. Can Ichigo defeat Ulquiorra and save Orihime?
Everyone on the Arrancar side, sees Rukia\'s and Aaroniero\'s death. Meanwhile, Renji continues his fight with Szayel Aporro, who was Ilfort\'s brother, and Szayel is easily winning, since he made the room to block Renji\'s bankai. Ichigo senses Rukia spiritual power drop and Ulquiorra comes in when he notices. Ulquiorra is trying to provoke Ichigo into fighting him, and gets what he wants when he tells Ichigo that he forced Orihime into Hueco Mundo.
Rukia continues her fight with the 9th Espada, Aaroniero Arruruerie. She still has mixed feelings about fighting him and she is struck by his trident. As she lies on the tip of his weapon, barely conscious, she goes through a series of flashbacks of her time with Kaien. Her memories revive her with only enough time for one final desperate attack.
Chad is struggling in his battle with Gantenbainne Mosqueda until his right arm takes it true form. Chad quickly gains the advantage due to his increased speed and strength and he starts to beat Gantenbainne. Backed into a corner, Gantenbainne releases his zanpakutou and Chad replies in kind by releasing his newly powered up left arm. With his full power Chad beats Gantenbainne Mosqueda in one hit. As he walks away from the battlefield, Nnoitra appears.