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.

We learn that Nel is not the weakling she appears to be, in fact she is a former espada, will Nel fight or will she die?

ryu 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.

Pesche and Dondochakka go all out to defeat Szayel Aporro and show us just how powerful they really are.

Zaraki rescues Ichigo from Tesla by cleaving him in two, much to the shock and horror of Nnoitra. Kenpachi explains that it was thanks to Urahara, under orders from General Yamamoto that he was able to come to Hueco Mundo. Kenpachi also says he did not come alone. Captains Unohana, Kuchiki, and Kurotsuchi have joined in the rescue mission.

Zommari, upset over Byakuya refusing to consider him an equal opponent, releases his zanpakuto, Brujeria, causing him to grow eyes all over his body that can control anything. He attempts to hinder Byakuya by controlling his left leg and arm, but Byakuya, realizing what is going on, severs the tendons and renders them useless. Hanatarou arrives and tries to get Rukia to safety, but Zommari uses his ability to control Rukia, who severely wounds Hanatarou, and demands that Byakuya surrender under the threat of making Rukia kill herself. Byakuya immobilizes Rukia with kido, and uses his bankai to attack Zommari, who is unable to control the countless blades to save himself.