Lieutenant Marechiyo Ōmaeda attacks Nirgge with his Shikai, crushing his face. Ōmaeda sheathes his Zanpakutō, overjoyed that he has won, insulting Nirgge while he is down. Suddenly, Nirgge's trunk tightens around Ōmaeda's neck, and Ōmaeda immediately begins to apologize for insulting his trunk, lying that he always wanted a cool nose like his. Nirgge then grabs him by the nose and begins to pull, saying that he'll just stretch his nose out, while Ōmaeda pleads him to let go.
Suddenly, Captain Suì-Fēng falls directly on the side of Nirgge's head, killing him. Suì-Fēng jumps away as Ggio charges at her and they clash. Meanwhile, Ōmaeda is shocked that Ggio can keep up with Suì-Fēng and that they are evenly matched. Ggio comments that it's great that their weapons are so similar so they can fight in the way they are accustomed to. Ggio then kicks her into the side of a building and Ōmaeda begins to wonder if Suì-Fēng is actually losing or faking it. Suddenly, the large tusks on the side of Ggio's Hollow mask shoot towards Suì-Fēng and catch her sleeves, pinning her to the building. Ggio then charges direct at her, but suddenly Ōmaeda appears, blocking Ggio's blow with his Zanpakutō, shocking Suì-Fēng. He then tightly grabs Ggio with his arms, telling Suì-Fēng that now is her chance. Ggio begins to charge up a Cero directly on Ōmaeda, but Suì-Fēng delivers a kick to his head, knocking him against a building instead. Suì-Fēng tells Ōmaeda that all she wanted to see was an Arrancar's Resurrección with her own eyes and decides that it's time to end this battle.
Suì-Fēng explains what it means to be in the Onmitsukidō and Ggio reveals that his Resurrección has a second form, but is ultimately killed by Suì-Fēng.
Ōmaeda is frustrated with Suì-Fēng's behavior with him when he tries to help her. Suì-Fēng tells him to listen closely but swiftly delivers a punch to his face. She then gives him a lecture about what it means to be in the Onmitsukidō. Ggio then comes back up from the rubble and Suì-Fēng tells him she'll show him a real assassination. He yells at her not to underestimate him and reveals the true form of his Resurrección. Before he can do anything else, Suì-Fēng stabs him twice with her Zanpakutō: on his chest and his back. Ggio then disappears into thin air, dead.
Ōmaeda is overjoyed with Suì-Fēng's victory, asking if her Zanpakutō can bring death in two hits even if it's not hitting in the same spot twice. Suì-Fēng explains to Ōmaeda that it was in fact the same spot and that she had pierced Ggio's lung in the same spot twice. Both captain and lieutenant turn around to face Baraggan Louisenbairn.
Lieutenant Rangiku Matsumoto continues her fight with Cyan Sung-Sun, Franceska Mila Rose, and Emilou Apacci. Rangiku is obviously not strong enough to defeat the three Fracción on her own. Apacci tells Rangiku to get Captain Tōshirō Hitsugaya to come over and help her so the fight would be more interesting. Rangiku attempts to attack her, but Apacci knocks her back with her arm. Apacci and Rangiku fight one-on-one, with Apacci getting angered by Rangiku's futile attempts. Before Apacci can touch Rangiku, she is blasted with a large ball of fire. Rangiku turns around in surprise, recognizing the person that had defended her.
Hinamori comes to Rangiku's aid and fends off an attack from all three of Harribel's Fracción.
As Rangiku realizes that it was Momo Hinamori who helped her, Sōsuke Aizen and Hitsugaya notice the presence of the 5th Division's lieutenant on the battlefield. While Aizen dismisses her presence as trivial, Hitsugaya wonders why she is there.
Hinamori tells Rangiku that she is there as the senior officer of the 5th Division and not as a subordinate of Aizen's, though Rangiku notes to herself that Hinamori still calls him "Captain Aizen." They turn their attention to the Appaci, Mila Rose and Sung-Sun who launch an attack on the two lieutenants. However, they are caught up in a Kidō net which had been laid by Hinamori while she had been hiding earlier. She ignites the Kidō net with her Zanpakutō, engulfing the three Arrancar in an explosion.
Captain Shunsui Kyōraku notes the battles the others are fighting and asks Starrk if they should give the others a show themselves. Starrk tells him no because he hasn't pulled out his second sword yet. Kyōraku tells him that he only uses that sword in places where it is difficult to use a katana, but Starrk responds that Kyōraku, this whole time, has been using his katana with both hands and comments on the speed of Kyōraku's sword swings, concluding that he is able to fight with two swords and that he was lying. Kyōraku congratulates Starrk for figuring it out, and starts swinging his Zanpakutō at him, and Starrk notes that he has corrected his sword swing. Kyōraku then asks if Starrk will fight for real if he unsheathes both swords. Starrk tells him he's strong enough as it is and in response, Kyōraku pulls out his second sword and the two clash.
Lilynette turns around and asks Ukitake if he's going to fight too. He tells her no, that two against one would be unfair. Lilynette tells him that Starrk is strong and that Kyōraku is going to die, but Ukitake isn't worrying about it. Lilynette gets annoyed with Ukitake and asks him if he wants to fight her. Alarmed, Captain Jūshirō Ukitake says that he cannot fight her because she is a child and continues, saying that she shouldn't be here where she can get hurt. Lilynette argues that Arrancar have no age, but Ukitake still refuses because she looks like a child to him. He tells her to go back home otherwise he'll have to force her to leave. Snapping from Ukitake's comments, Lilynette pulls out a sword from one of her horns, ready to attack.
Rangiku asks if Hinamori is alright from her attack on Harribel's Fracción, and Hinamori tells her that she is alright and that she has never done that kind of thing before. Hinamori explains that she combined multiple Kidō together to attack the Fracción like that. Rangiku is amazed by how strong Hinamori is now and how well she has been doing after being injured and having Aizen leave. Suddenly, all three Fracción come out of the smoke, releasing their Zanpakutō. They all decide that it is time to finally end this battle and all of them rip off their right arm and throw them together, creating a monstrous Hollow before them.
Ayon proves too strong for both Rangiku and Hinamori and takes down both of them with one blow. Before Ayon can finish them off, Izuru Kira and Shūhei Hisagi come to save them in the nick of time.
Rangiku and Hinamori watch in shock as Harribel's Fraccións' left arms form together to create a Hollow-like monster. Apacci explains to the two Shinigami that the Hollow's name is Ayon and that he is their pet. Ayon suddenly charges at Rangiku and before she can respond, he rips out a large chunk from her side. Apacci then tells them that she forgot to warn that Ayon is incredibly strong. Hinamori desperately calls out Rangiku's name as she begins to fall.
Lilynette strikes at Ukitake, who easily blocks her blow. She continues to attack Ukitake without success before suddenly firing a Cero at him. Ukitake easily dispels her attack with his bare hand. He tells Lilynette that her Cero is immature and that even a Gillian could do better. He then tells her to go home, for he cannot bear to fight her any longer.
As Rangiku falls from the sky, Hinamori quickly grabs her by the sleeve of her Shinigami uniform and uses one of her Kidō techniques to catch them both in a net-like Kidō spell. As Rangiku struggles to breathe, Hinamori tells her that she'll fix her up in a second, before Ayon appears. Hinamori tries to pull out her Zanpakutō, but Ayon swiftly delivers a powerful punch directly on her stomach, sending her flying back. Suddenly, Lieutenant Izuru Kira, using the same Kidō spell as Hinamori, catches her before she can fall to the ground. Chains from Lieutenant Shūhei Hisagi's Zanpakutō wrap around Ayon's neck and Hisagi tells Hinamori that he and Izuru will take care of Ayon.
Hisagi and Iba both try to defeat Ayon, but they both are taken down. As it turns to face Izuru, Ayon is suddenly injured by Captain-Commander Yamamoto.
Not pleased by Izuru and Hisagi's arrival, Apacci tells Ayon to kill them right away. Seeing that Ayon is not responding to her direct order, Apacci gets angered, thinking that Ayon is ignoring her. Mila Rose tells her to calm down because Ayon cannot hear them. Apacci argues that it must have ears somewhere, but Sung-Sun says she doesn't know and that she has never seen Ayon respond to anything they have said before. Apacci then remarks that they should have never have brought Ayon out because it's so gross.
Hisagi tells Izuru that he'll take care of Ayon and that he should take care of Rangiku and Hinamori. Izuru asks if he is trying to get rid of him and Hisagi gets angered by his assumption and tells him to come back and help him once he's done healing them. He also adds that Izuru used to be in the 4th Division and Izuru tells him that it was a long time ago. Hisagi pulls Ayon towards him by the chains on his Zanpakutō while Izuru grabs Rangiku and erects Kidō barrier around her, Hinamori, and him. Hinamori tells Izuru not to worry about her and to first take care of Rangiku. Izuru hopes that he hasn't become rusty over the years and begins to heal Rangiku.
Hisagi uses his chain connected to Ayon to send a Kidō attack through the metal to the monstrous Hollow. Ayon collapses, and Hisagi realizes that Kidō is its weakness. Hisagi jumps directly over Ayon, preparing for another attack before Ayon's head suddenly does a 180 degree turn to face him and then punch him away. Ayon gets up in a disturbing fashion and twists its head back into place before easily breaking the chain around his neck with his hands. Ayon suddenly grabs Hisagi in its large fist and a gigantic, hidden mouth appears below its Hollow mask, preparing to eat Hisagi alive. Suddenly, Lieutenant Tetsuzaemon Iba appears behind Ayon, attempting to attack it, but then a hidden eye pops out from Ayon's furry mane and shoots a Cero directly at him. Hisagi shouts Iba's name before Ayon smashes him against a side of a building. It then squeezes Hisagi tightly before tossing him aside. Ayon turns to face Izuru, but suddenly a hole is shot through its chest and Captain-Commander Yamamoto appears before Izuru, complaining about them having to make him fight.
Izuru apologizes for having to make Captain-Commander Yamamoto fight, but he dismisses it, telling Izuru to watch the enemy instead. Ayon begins to beat the hole in its chest with its hand before letting out a giant roar. Izuru is shocked that it hasn't died after that blow to its chest and Yamamoto just says that it looks like Ayon needs to be punished more. Ayon begins to roar once again and its right arm grows to a massive size. It then attempts to attack Yamamoto with it, but Yamamoto suddenly appears by Ayon's shoulder, remarking that it missed him. Yamamoto then draws his Zanpakutō and he uses it to slice Ayon completely in half down the middle. Ayon's left half, still alive, jumps to attack Yamamoto, but he quickly destroys it completely with a large, fiery explosion.
After dealing with Ayon, Yamamoto defeats all of Harribel's Fracción with ease. Harribel reveals herself as Espada Three and Starrk reveals himself to be the First. Meanwhile, Ichigo and Ulquiorra's battle continues.
Finished with his fight with Ayon, Yamamoto approaches Izuru and tells him to put up another barrier. Suddenly, Mila Rose, Apacci, and Sung-Sun jump to attack Yamamoto, but he easily defeats them with the same fire attack he used to kill Ayon. Harribel notices that her Fracción were defeated, and tells them they fought well. She unzips her Espada jacket revealing that she is only the third Espada, which surprises Hitsugaya because of her strength. Throwing open her jacket, Harribel's Hollow mask is revealed as well and she tells him that she'll show him what she can really do. Hitsugaya summons his Bankai as Harribel attacks him.
Coyote Starrk comments how powerful Kyōraku's allies are and Kyōraku guesses that Harribel is the third strongest while Baraggan is the first and making Starrk the second strongest, which he says puts him in a good mood. Pulling off the glove on his hand, Starrk apologizes, revealing the one tattoo on his hand saying that he is the Primera. Kyōraku says that'll make things tough for him and they both charge their spirit energy.
Meanwhile, Ulquiorra and Ichigo continue their battle.
Ichigo Kurosaki and Ulquiorra Cifer continue to clash. Ichigo dodges a kick and attempts to counter, but Ulquiorra flips over him. Ichigo then uses a Getsuga Tenshō, but Ulquiorra cuts through it and appears behind Ichigo. He attempts to attack him from behind, but Ichigo blocks Ulquiorra's blow. Ulquiorra then blasts a Cero directly at Ichigo. After the smoke clears, Ichigo is revealed to be mostly unharmed. Ulquiorra comments that Ichigo has gotten stronger since the last time they fought because he can now withstand his Cero without having to use his Hollow mask. Ulquiorra questions Ichigo how he has gotten stronger and continues to say that Orihime is one of them and even if he rescues her, that will not change and it is meaningless to do so. Ichigo tells Ulquiorra that it is not up to him to decide and Ulquiorra agrees, it was Aizen's decision.