The episode starts out with curse seal Kimimaro rushing toward Gaara. Gaara tries to attack him with sand. Kimimaro dodges and tries to hit Gaara. Gaara puts a sand barrier in front of him but Kimimaro rushes through and slams Gaara. Lee gets behind Kimimaro and attacks. Kimimaro tries to kill Lee but Gaara shields the blow with sand. Kimimaro pulls out his spinal column and wraps it around Gaara. The sand protects the bone from touching his body. Kimimaro then turns his right hand into his strongest bone in his body. Gaara forms a giant Shukaku shield in front of him. Kabuto talks to Orochimaru as a flashback occurs of when Orochimaru first took Kimimaro.
Kimimaro defeats Sakon/Ukon, Tayuya, Jirobo, and Kidomaru and becomes their leader. Kimimaro strikes the giant shield. He pierces it but before he can finish his illness strikes him and his jutsu wears off. Gaara breaks the bone wrapped around him and then sinks Kimimaro under sand underground so he can never return to the surface. Kimimaro then uses a jutsu which makes millions of bones rise from the ground. Then it goes to a flashback of how Orochimaru, Kabuto, and Kimimaro kill the Kazekage. Then Kabuto tells Kimimaro of his illness. After the flashback, Gaara and Lee are floating on sand to avoid the bones. Gaara says that Kimimaro is dead but he arises from a bone and tries to strike Gaara. He stops and spits up blood. Kimimaro dies and Orochimaru says he doesn't care and wants Sasuke. Naruto catches up to Sasuke and confronts him.