Szayel, whose senses heightened as a result of the drug, feels Mayuri's zanpakuto piercing through his hand and heart for what he discerns as centuries before he dies. After restoring Nemu to full health, Mayuri orders her to clear away the rubble that concealed Szayel's laboratory. Afterwards, Mayuri heals Uryū's injuries. Meanwhile, Kenpachi has difficulty cutting through Nnoitra's skin, which Nnoitra claims is the toughest of any of the Espada, but believes that Nnoitra can be injured. Kenpachi manages to stab Nnoitra through his eyepatch, but Nnoitra counterattacks, injuring Kenpachi. He then reveals that Kenpachi had stabbed him through the hole in his head.Kenpachi manages to wound Nnoitra with a slash, and finds the right amount of force he needed to cut Nnoitra's skin. Kenpachi continues to attack Nnoitra, and after Nnoitra accidentally tears off his eyepatch while trying to attack him, the limits on his power are removed. Kenpachi delivers a slash through Nnoitra's torso. Nnoitra releases his zanpakutō, and gains him an additional pair of arms and heightened regenerative abilities. Nnoitra attacks Kenpachi and severely wounds him, and Kenpachi manages to cut off an arm. Nnoitra regenerates the arm and continues on the assault, growing another pair of arms and stabbing Kenpachi with one of his hands.
Kenpachi continues fighting Nnoitra, and although he is able to keep up with his attacks, he realizes that he is in danger of dying. He then resorts to using kendo, and severely injures Nnoitra with a two-handed strike. Kenpachi attempts to leave, but Nnoitra insists that he finish their battle. Nnoitra recalls his time with Neliel, in which Neliel would frequently save him from his attempts to die in battle, and claims that he is angered by any display of pity from his opponent. He charges Kenpachi, who lands the finishing blow.
After Kenpachi defeats Nnoitra, he demands Orihime heal him. Before Orihime reaches him, the Espada Stark arrives and carries her away to a tower where Sōsuke Aizen greets her. He informs her that he, Gin Ichimaru, and Kaname Tōsen are preparing to destroy Karakura Town. Aizen orders Tōsen to contact all of the Soul Reaper captains, Ichigo, and his friends with kidō, and reveals that he brought Orihime to Hueco Mundo to lure and trap them. As he travels through a garganta portal to Karakura Town, however, Aizen is confronted by Commander-General Shigekuni Yamamoto-Genryūsai, the leader of the Gotei 13, with five other captains. Aizen summons the Espada Stark, Barragan, and Halibel and orders Espada Ulquiorra Schiffer to protect Las Noches. Ichigo, sensing the threat to Orihime now, flies off to save her.
Back in the real world, Ichigo is in school when he happens upon Lurichiyo from the Kasumioji clan again, who it turns out has come back to the real world because she is angered that Kenryuu, her retainer, would not allow her to play soccer when she has other important duties to attend to. This leads to an outburst between Lurichiyo and Kenryuu, and the latter intends to end his life to make Lurichiyo "happy." After some persuasion from Ichigo and his friends, they manage to put on an act to fool Lurichiyo into forgiving him, but she ends up seeing through it. This leads to another argument about soccer and culminates in Lurichiyo challenging Kenryuu to a soccer game to see who is right once and for all.
The soccer game officially kicks off, with the referees being the proprietors from the Urahara Shop, Jinta and Ururu, with Urahara himself overseeing the proceedings, including setting up a gigantic barrier around the play field to designate the assigned area, which apparently is not legal in Soul Society's eyes. 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, under the impression that the latter was doing some intensive training, and a hollow which appears on the field, drawn by everyone's spiritual pressure. With the help of Ichigo, Chad and Uryu, the hollow is quickly dispatched and the game is over because the ball was dropped by Lurichiyo's team. Before she can lament about going back to her world, Shuu from the Kasumioji clan enters the human world via a Senkai Gate and shows Lurichiyo that her idea about a soccer tournament in Soul Society wasn't such a bad idea in the eyes of the commoners after all. Satisfied with this, Lurichiyo, Kenryuu and Enryuu all return to Soul Society.
The pendulum of time swings back 110 years to reveal secrets that need to be shown before time can advance again. In the Soul Society, the then-fifth division captain, Hirako Shinji, is approached by then-fifth division lieutenant, Aizen Sosuke, about preparations for the new captain of 12th division. Yoruichi Shihoin and Kisuke Urahara are sparring in their private training area until Yoruichi tells him that she has recommended him for the position of 12th Division Captain. Soi Fon, immediately distrusting Urahara because of what she has seen of his person and his dwelling, follows him around town in order to prove to Yoruichi that he is not worth being chosen for that responsibility. Yoruichi, however, after seeing Soi Fon's proof on paper, disregards it as a love letter. It turns out that Urahara and a group of Shinigami were tailing a group of deserters who had abandoned the Seireitei of their own admonition and sent to stop them. After they are taken care of, Urahara passes the qualification exam and shows up, albeit last and late, to the captain's meeting.
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. His lazy and laid-back manner is quickly and easily apparent, and Vice-Captain Hiyori is the only one that does not take to him, first making a scene when he was trying to load his stuff into his new room, even going so far as to challenge him in a match to see if he really can hold up to his promise of not letting danger befall 12th Division. 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, then moved back into place, taking the hit and seemingly not wanting to make Hiyori look embarrassed. Later that night, Shinji and Urahara are sitting outside, and Shinji tells Kisuke that Hiyori loved the previous captain of 12th Division like a mother and that she would be very difficult to replace in her heart. The next day, Hiyori finally sees Urahara's room, and is shocked by how much it has changed since the previous captain was there. Urahara then asks Hiyori if she would like to accompany him to the Maggot's Nest.
Urahara takes Hiyori to the Maggots Nest, explaining on the way that its purpose is to hold people deemed potentially dangerous by the Soul Society. Because it is underground and heavily guarded, the prisoners are free to walk around, doing as they please. While they are walking through the penitentiary, a large prisoner attacks Hiyori, who accidentally left her zanpakuto back at their division headquarters. Urahara easily subdues the man with his bare hand, stating that using one's hands is the only way to thwart an attack in the prison. Deep inside, a younger Mayuri Kurotsuchi; confined to his own cell, is approached by Kisuke in regards to being his second in command in a new division of their own making, the Technological Research Bureau. Mayuri is reluctant, but eventually gives in and agrees. Elsewhere, a young Byakuya Kuchiki is shown to have been easily irritated at that age, proven when Yoruichi demonstrates her flash step technique, stealing his hairpiece before escaping, taunting him in the process. Kaien Shiba is also offered the position of lieutenant under Jushirou Ukitake, but he stubbornly refuses. Ukitake tells Kaien of a boy who is even younger than Byakuya, who is to be promoted to a seat position in his squad. The boy, who easily slays the 3rd seat of the fifth division, is revealed to be a young Gin Ichimaru, under the watchful and impressed eye of Aizen. The pendulum swings forward 9 years, revealing a glimpse of horrible events yet to come.
The pendulum of time has swung forward nine years, and mysterious events are occurring in the outskirts of the Soul Society. Three shadowed figures watch on as citizens of Rukongai are devoured and killed by a strange white substance. Some time later, Shinji, Aizen, Mayuri, Hiyori and Urahara meet to discuss the recent disappearances of various Rukongai citizens. Kensei Muguruma and his ninth division are deployed to assess the situation, and happen upon a gigantic hollow, which attacks three boys. One of the boys, a younger Hisagi Shuuhei, is saved from certain death by Kensei, who obliterates the hollow with his released zanpakuto, Tachikaze. Later in Mayuri and Urahara's lab, Hiyori angrily reminds Mayuri of the fact that she is a lieutenant and he is only a 3rd seat, but he retorts that as long as they are in his lab, he is of a higher rank than her. We also get our first glimpse at a gigai, a prototype at this time, but still an idea that Kisuke had long ago. Hiyori is chosen to go from 12th squad to see what's going on with the recent disappearances of the citizens. Kensei and the rest of his squad are camping in the woods, waiting to see of any signs of whatever has been attacking people. Toudou, one of his subordinates, seemingly kills Tosen and the rest of the group, then gets struck down himself. Kensei, the only one left, is imprisoned in a well of darkness and then impaled with a blade. When the darkness lifts, he recognizes his attacker.
The spiritual energies of Kensei and all of his squad have vanished, and this sparks a now serious situation in Soul Society. An emergency captain's meeting is held to determine who will go to oversee the situation that is growing worse by the day. Although Kisuke appears late and pleads his case to go, Yamamoto denies him. Instead, Shinji, Aikawa Love, Rose, Kyoraku's lieutenant Yadomaru Lisa and Hacchigen, from the Kido Corps, are dispatched. In the woods, Hiyori is attacked by a grotesque and powerful hollow that is revealed to be Kensei. Shinji arrives to save her, along with the rest of the captains, but soon Mashiro appears, also transformed into a hollow and attacks the group. Hacchi manages to bind both Mashiro and Kensei, but the latter is able to escape by using brute strength alone. The situation begins to look grim for everyone. Meanwhile, Kisuke is torn at his decision to send Hiyori out alone and defies orders that he is not to go, using a cloak that completely masks his energy. Before he can set out, Tessai Tsukabishi, also of the Kido Corps, stops him and insists that he not go alone. The two then prepare to set out together.
Captain Kyoraku is out late when he happens upon Nanao Ise, his future lieutenant, who wonders if Lisa will be all right. Kyoraku reassures her that she'll be fine, but she is actually getting beaten by the rampaging Kensei, whose terrifying new abilities overpower most of the group, until Hacchi finally manages to bind him with an extremely powerful spell. Shinji is then brutally attacked by Hiyori, who is now a hollow. Kaname Tosen unexpectedly incapacitates the group, with the exception of Shinji. To make matters worse, Aizen appears and reveals his own betrayal, explaining to Hirako that his illusion-casting zanpakuto made it seem like Aizen was following Shinji all the time, when it was really a totally different person. Aizen tells Shinji that if he had attempted to get to know his lietenant, he may have been able to see through the deception. Shinji and the rest of the group start transforming into hollows, but Shinji manages to hang onto himself. Aizen prepares to finish off Hirako, but Kisuke and Tessai arrive to stop him.
Kisuke and Tessai arrive to stop Aizen, but Aizen is expecting this the entire time. Aizen attempts to lie by saying that he found his fellow shinigami injured from battle, but Kisuke reveals he has been testing hollowification in Soul Society. Aizen flees from the scene shortly after this. Tessai uses illegal Kidou to freeze time and bring everyone in the area back to the 12th squad research facilities. Kisuke shows Tessai the object that may be useful in saving those undergoing the hollowfication process, the Hougyoku. Kisuke and Tessai were arrested and brought before Central Room 46 the next morning only to find themselves falsely accused as the ones responsible for Aizen's doing. When Kisuke tries to explain that Aizen was at fault, Room 46 declares that Aizen was in the barracks that night. Kisuke is sentenced to removal of his spirit powers, and exile to the real world, and Tessai is sentenced to high level imprisonment. Just before the two are detained, Yoruichi breaks in and takes them back to her and Kisuke's hideout, along with the eight shinigami undergoing hollowfication. Kisuke declares that he will find out how to save them. Time flashes forward to "present day" at the Vizard headquarters, it appears that Shinji had narrated the previous story. He says that they have become who they are thanks to Kisuke and Aizen. After this they walk out of the building, ready to fight.
Going back to the time when Ichigo, Uryu, and Chad left the real world for Hueco Mundo with Kisuke's help, the main focus is now directed to the events that took place in Karakura town during the previous arc. Kisuke feels that Karakura town needs protection against hollows now that Ichigo left. In one night, he came up with the idea to create a fun way to protect the town, which was to force Kon into a team of hollow fighting super heroes called "Soul Burial Detective, Karakura Riser". Once Kon gets used to his new hero suit, he meets the rest of the team which includes Don Kanonji, Tatsuki, Chizuru, Keigo, and Ururu. After a successful fight with hollows, the team encounters a woman who appears to be an arrancar.
The team assembled in the previous episode are to infiltrate a gate that the Arrancar are using to travel between Hueco Mundo and the world of the living. At the "Hollow Fortress" numerous Hollows attacked the team. Don Kanonji and Ururu stayed behind to take care of the hollow and the others went inside the "Hollow Fortress". When they got inside the fortress, they met one of the many arrancar from Hueco Mundo. Chizuru used her "Hyper Erotic Powers" to distract the arrancar, and Tatsuki, Keigo, and Kurumatani take care of the Hollows inside. Kon travels to the center of the fortess, where he meets a hollow and kills it with his "Riser Beam", exploding and destroying the heart of the fortress, and the fortess itself. In the end, Urahara erects a barrier around Karakura town.
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