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After a recap of Ichigo's battles with Ulquiorra and Grimmjow, Ichigo takes Orihime and Nel and prepares to leave but an injured Grimmjow refuses to accept defeat. Ichigo tells him that it is over but their conversation is interrupted by the intervention of an unexpected enemy. Meanwhile, Uryuu and Renji find themselves in another bad situation.

Renji and Uryuu find themselves back in the same room as before with Szayel Aporro waiting for them. He transforms and attacks with strange techniques that catch the group by surprise. Meanwhile, Ichigo struggles to hold his own against the 5th Espada Noitora. The injuries from his previous battle weigh him down but his opponent is relentless. Noitora reveals a startling secret about Nel's past.

To be added when aired.

Uryu and Renji struggle against their clones. Szayel reveals a second ability: he is able to create voodoo dolls of an opponent by wrapping them in his wings. He succeeds with Uryu and Renji, and shows that by using them, he can cause pain to the targets and damage their internal organs. Meanwhile, Nnoitra is still losing to Neliel, but they hesitate before they can deal each other fatal blows, and Nnoitra notes that he has despised Neliel even before her departure.

Nnoitra and Neliel continue there battle, and there past together is explained. Nnoitra reason why he hates Neliel is because of his hatred for stronger women. So in the past he worked together with the Szayel Aporro who isn't an Espada, to create an opening to attacker her. By attacking Dondochakka and Pesche, and a device that hides Nnoitra. The result of the flashback results in Neliel to become her child form. Mean Renji and Ishida continue to struggle, enough to make Pesche and Dondochakka to attack Szayel Aporro. Stopping his dolls attack, by getting his dolls.