Upon Nelliel Tu Odelschwanck's reversion into her child form, Nnoitra pins Ichigo Kurosaki down and permits his Fracción, Tesra Lindocruz, to do as he wishes. Releasing his Zanpakutō, Verruga, Tesra begins attacking Ichigo.
Continuing to brutalize Ichigo, Tesra picks him up by the head and breaks his arm, causing him to scream in pain. Throwing him to the ground, Tesra attacks him. Blocking Tesra's fist with his Zanpakutō, Kenpachi asks Ichigo why he is dying over here.
Ichigo asks if he is really Kenpachi, prompting him to ask if Ichigo lost his mind from being beaten so badly. Throwing Orihime Inoue to the side, Nnoitra uses Indice Radar and expresses shock at what he senses. Lifting his fist from Kenpachi's blade, Tesra asks who he is.
When Kenpachi does not reply, Tesra states he will make Kenpachi disappear and attacks him. As Nnoitra screams at him to get away, Kenpachi cuts through Tesra, severely wounding him. Looking back, Tesra calls out to Nnoitra before collapsing. As Kenpachi tells Nnoitra he will fight him now, Ichigo asks why he is here.
As Ichigo notes Captain-Commander Genryūsai Shigekuni Yamamoto said the Gotei 13 would not be involved in this fight, Kenpachi kicks him away. Telling him to get out of the way, Kenpachi reveals Kisuke Urahara received orders from Yamamoto to stabilize the Garganta so captain-level Shinigami could safely travel to Hueco Mundo at full power, and though they planned for it to be finished in three months, Urahara completed it in one.
As he states Orihime being kidnapped was also a factor in the decision, 11th Division Lieutenant Yachiru Kusajishi pops out and says Kenpachi was able to travel through the Garganta because of this, prompting Kenpachi to tell her to drop the subject. Stating he alone would have been enough, Kenpachi blocks an attack from Nnoitra and says it is not too bad. When Nnoitra asks his name, both men give their name and rank.
As the two continue to fight, Kenpachi attacks Nnoitra, only for his Zanpakutō to fail to cut Nnoitra's body. Sliding down Nnoitra's chest, the blade hits the ground as Nnoitra leaps away. Laughing maniacally, Nnoitra swings his Zanpakutō and cuts Kenpachi's shoulder. Asking if Kenpachi is deaf, Nnoitra claims his Hierro is unsurpassed by any former or current Espada and states Kenpachi's blade will never cut him.
Laughing, Kenpachi clashes with Nnoitra before slashing at him. Knocked into the air, Nnoitra grins and grabs his Zanpakutō by the chain. Spinning it above his head, Nnoitra throws it at Kenpachi, who dodges and stabs his blade into the ground. Grabbing the chain, Kenpachi pulls Nnoitra towards him before grabbing him by the head and slamming him into the ground. When Kenpachi stabs at his head, Nnoitra moves his head out of the way and moves away.
Noting Nnoitra dodged the attack, Kenpachi says Nnoitra dodging it means it was dangerous and asks if he is wrong. As he states there are still some soft spots on Nnoitra despite him claiming Kenpachi's sword cannot cut him, Nnoitra leaps into the air and asks what Kenpachi is talking about. Saying dodging attacks is a battle instinct and there is no place where Kenpachi's sword can cut him, Nnoitra states Kenpachi's sword can never cut him and attacks him.
As the dust clears, Kenpachi says there are a lot of different Shinigami in Soul Society and states he has met many Shinigami who claimed his sword could not cut them. Holding Nnoitra's Zanpakutō, he proclaims he has never met someone whose throat cannot be cut and thrusts his sword forward, seemingly stabbing Nnoitra through his eyepatch-covered eye. As Kenpachi stands with Nnoitra seemingly impaled on his blade, Nnoitra looks at him and asks how many times he must tell him.
Grabbing Kenpachi's wrist, Nnoitra proclaims Kenpachi cannot cut him and stabs him in the chest. Pulling his hand out of Kenpachi's chest, Nnoitra says he is sure Kenpachi is confused about what happened. Stating Kenpachi must think it is impossible for someone to survive after being stabbed in the head, Nnoitra lifts his eyepatch with Kenpachi's Zanpakutō, revealing his Hollow hole and mask remnants underneath, and proclaims this is the reason he survived.
Saying it is impossible for someone to have their head pierced and still be alive, Nnoitra lets go of Kenpachi's blade and states his sword did not reach his brain, but instead went through him. As Nnoitra proclaims this is why Kenpachi has failed, Kenpachi laughs, prompting Nnoitra to kick at him and ask why he is laughing. Catching Nnoitra's foot, Kenpachi apologizes for laughing and says he accidentally smiled because he was too happy.
When Nnoitra asks if he said he was happy, Kenpachi confirms this and states Nnoitra will not die if he is unable to cut him no matter how many times he slashes him, which removes the joy of killing him. Saying he knows he can kill Nnoitra if he cuts him enough times, Kenpachi proclaims he will enjoy slicing Nnoitra up. As Nnoitra reiterates his statement of Kenpachi being unable to cut him, Kenpachi slashes at him, forcing Nnoitra to block with his Zanpakutō.
Pushing Kenpachi's blade to the side, Nnoitra curses him as Kenpachi attacks him once more. When Nnoitra blocks with his forearm, Kenpachi's Zanpakutō begins to cut into his arm, prompting Nnoitra to push it away. As blood drips from Nnoitra's arm, Kenpachi remains silent, prompting Nnoitra to ask if he is shocked because he managed to cut him. As Nnoitra proclaims this was just a moment of luck, Kenpachi lifts his arm, kicking up the sand near him with a shockwave.
Gesturing towards a surprised Nnoitra, Kenpachi tells him to come. Telling him to not get so conceited, Nnoitra leaps into the air and slashes at him. As Kenpachi blocks, his blade cuts through two of the tips of Nnoitra's Zanpakutō and slashes Nnoitra across the face. As the tips land nearby, Nnoitra curses. When Kenpachi states he has gotten used to Nnoitra's Hierro, Nnoitra wonders if this means Kenpachi can cut him as long as he is used to his Hierro.
Saying his muscles have shrank from not having anyone to fight, for he has not been as fast and he cannot control his strength, Kenpachi thanks Nnoitra and states he managed to get warmed up from their fight. Asking Nnoitra to allow him to express his gratitude with his blade, Kenpachi lunges at Nnoitra. When Nnoitra dodges and attempts to attack, Kenpachi slashes his shoulder. Cursing, Nnoitra fires a Cero at him, only for Kenpachi to push it to the side with his hand.
As Kenpachi walks towards him, Nnoitra states this cannot be possible. Yelling, he runs at Kenpachi and attempts to stab him with his hand, only to accidentally rip Kenpachi's eyepatch off. Looking at him, Kenpachi slashes Nnoitra down the chest. As blood drips from Kenpachi's blade, Nnoitra pants, having sustained a severe injury from the attack. Putting his hand up to his now exposed eye, Kenpachi says Nnoitra is stupid for ripping his eyepatch off.
When Nnoitra asks what Kenpachi's eyepatch is, Kenpachi reveals it acts as a seal to keep his Reiatsu down so he can enjoy his battles longer. Noting Nnoitra is still standing, Kenpachi asks if he is still alive or has barely escaped death. Cursing him, Nnoitra states he would never die against a blade like Kenpachi's. Proclaiming he would never die like this, Nnoitra releases his Zanpakutō, Santa Teresa.
As the dust from the release begins to clear, Kenpachi sees a crescent moon in front of him. The dust fully clears, revealing Nnoitra has gained two extra arms, healed his injuries, and obtained four scythes. As Ichigo expresses shock at Nnoitra's arms doubling and a wound made by Kenpachi with his eyepatch off being healed, Nnoitra asks Kenpachi how it feels to see an Espada releases for the first time and tells him to say something.
Grinning wildly, Kenpachi compliments Nnoitra's Reiatsu and proclaims it has been a long time since it felt as though his opponent's Reiatsu was sharpening his own blade. Asking if this is so, Nnoitra enters a battle stance and tells Kenpachi to cut him with his sharpened blade. Leaping towards Nnoitra, Kenpachi slashes at him, only for Nnoitra to block with with one of his scythes. Asking if this is all Kenpachi has got, Nnoitra slashes him across the chest.
As Kenpachi is sent flying back and lands on the ground, Nnoitra says Kenpachi has a weak sword. As Yachiru and the others look on, Nnoitra stands over Kenpachi's body and notes he is not twitching. Wondering if this is all, he turns towards Yachiru and the others and states he will just take them out. When Orihime runs over to Yachiru, Ichigo attempts to stop her, only for Sōten Kisshun to repel his hand.
As Ichigo wonders if Shun Shun Rikka always possessed this kind of power, Orihime uses Santen Kesshun to place a shield in front of Yachiru. As Nnoitra asks what this is and prepares to attack, Yachiru points and says Nnoitra should look back. As a monstrous amount of Reiatsu emanates from behind Nnoitra, Kenpachi cuts off one of Nnoitra's arms. As Nnoitra moves away, Kenpachi stabs the arm with his sword, throws it to the side, and states this is one down.
When Yachiru says Kenpachi will get mad if Nnoitra attacks her, Kenpachi asks who she is calling mad. When Nnoitra states Kenpachi playing dead was a dirty trick, Kenpachi tells him to shut up and says he was thinking. Stating Nnoitra will keep blocking his blade if he has four arms, Kenpachi says this is no fun and he was trying to come up with a way to keep Nnoitra from blocking all of his attacks, but he could not think of a good idea.
When Kenpachi states he will just have to cut off all of Nnoitra's arms, Yachiru points out Nnoitra will not be able to fight him with no arms, prompting Kenpachi to apologize and say he will leave Nnoitra with one arm to fight with. Asking what he is talking about, Nnoitra states this does not make any difference because the arm Kenpachi cut off is the last one he is going to get. Regenerating his arm, Nnoitra says Kenpachi is not even taking this arm and proclaims he will use all four arms to kill Kenpachi.
Leaping towards Kenpachi, Nnoitra states he will kill him because Kenpachi is weaker than him. When Nnoitra slashes at him, Kenpachi blocks with his Zanpakutō and is sent flying back into a column, which is destroyed by the impact. Laughing, Nnoitra proclaims Kenpachi is pathetic for flying so far away from one hit. Saying he is too strong for his own good, Nnoitra asks Kenpachi if he is running away like a coward as Kenpachi kicks through the rubble.
As Nnoitra dodges the kick, Kenpachi grabs Nnoitra's head and slams him into the ground. When Kenpachi slashes at him, Nnoitra blocks with all four scythes, prompting Kenpachi to wonder if this is all it takes to put Nnoitra on the defensive. As Nnoitra's hand bursts from Kenpachi's back, Nnoitra reiterates his statement of Kenpachi not taking any of his arms. Revealing he has two extra arms, one of which impaled Kenpachi, Nnoitra proclaims he will use all six arms to kill Kenpachi.
As Ichigo curses and Orihime expresses shock at Nnoitra having six arms, Nnoitra grows scythes out of the wrists of his new arms and grabs them. As he states it is over, Kenpachi laughs maniacally and proclaims this is great. Saying he would not have it any other way, Kenpachi asks Nnoitra why he believes it is over and states he has a hole in him as well, which makes them even. Raising his sword, a grinning Kenpachi says they will begin.
As Kenpachi cuts the wall behind Nnoitra in half, Nnoitra slashes his shoulder. Grinning, Kenpachi slashes at him, prompting Nnoitra to blocks with a scythe. As Nnoitra kicks him to the side, the two clash once more. As their blades move towards each other, Nnoitra jumps to the remnants of a tower behind him and cuts off a large chunk of it. As the chunk of stone falls towards him, Kenpachi cuts it in half to reveal Nnoitra attacking from above.
As the two clash, Nnoitra thinks to himself he is the one who is cutting and Kenpachi is the one with his blood flying everywhere. Wondering why Kenpachi continues to come at him regardless of how much Nnoitra cuts him up, Nnoitra proclaims Kenpachi is angering him and tells him to die. When Nnoitra slashes the side of Kenpachi's neck, Kenpachi stops the bleeding with his hand and notes he will die at this rate. As Yachiru looks, Kenpachi states dying would be terrible.
Saying there is no helping it, Kenpachi states he has not used kendō in a long time. When Nnoitra asks what this is, Kenpachi reveals Yamamoto made him learn it when he entered the Gotei 13 and says it somewhat angers him. Stating people talk about how it is the way of the sword, which is in the name, and he never uses it because he cannot stand it, Kenpachi says there was one part of it which he understood.
When he states a sword is stronger if its wielder holds with two hands instead of one, Nnoitra asks what he is talking about. Leaping towards him, Nnoitra says something like this should be obvious. Stating he would not put it like this, Kenpachi grasps his sword's handle with both hands and says Nnoitra does not know how much stronger it can make someone. Raising his sword above his head, Kenpachi brings it down and slashes at Nnoitra.
As Kenpachi brings his blade down, Nnoitra is hit by the powerful slash. As the attack creates a shockwave which kicks up the sand around the two, Kenpachi stands and notes Nnoitra is still alive. As Nnoitra lies on the ground with a massive cut in his body and three hands missing, Kenpachi states he is impressed and says Nnoitra is very tough. Turning around, he bids Nnoitra farewell and begins to walk off, prompting Nnoitra to tell him to wait.
As Kenpachi looks over his shoulder and asks what Nnoitra is talking about, Nnoitra asks where Kenpachi thinks he is going and states this fight is not over. Asking if Nnoitra is stupid, Kenpachi says the attack finished Nnoitra and states he cannot be bothered to hang around and kill someone who cannot fight back. Asking if this is so, Nnoitra stands up and proclaims this fight is definitely not over, for he is ready to keep fighting.
As Kenpachi looks at him, Nnoitra asks what is wrong and tells him to say something. As he asks if Kenpachi is scared, Kenpachi says he is annoying and tells Nnoitra to come at him. Leaping towards him, Nnoitra recalls his past with Nelliel and thinks to himself how those who take pity on him do not know how much they are hurting him by doing it. As Kenpachi slashes him, Nnoitra falls to his knees as blood spurts from his chest. Smiling, he sees Nel sitting against a rock. As she opens her eyes and sees him, Nnoitra falls over and dies.
As Tesra sheds a tear at Nnoitra's death, Nnoitra's body lies on the ground. Standing over it, Kenpachi thanks Nnoitra for the enjoyable fight they had. Ripping off his haori, Kenpachi kicks Sōten Kisshun, shattering it. As Ichigo asks what he wants, Kenpachi throws him to the side. Landing, Ichigo asks what this was for, prompting Kenpachi to tell him to pick up his sword. Telling him to take Orihime and leave, Kenpachi states Ichigo's fight is over and he should let them handle the rest.
As Ichigo begins to tell him he came to Hueco Mundo to defeat Aizen as well, Kenpachi tells him to remember his place and says Ichigo's top priority as a Substitute Shinigami is to protect Karakura Town. Stating Orihime is out of harm's way and Ichigo is done here, Kenpachi tells Ichigo to leave, and he will not let him take all of the battles for himself. When he tells Orihime to heal him, Orihime complies and begins to move to him, only to be intercepted by Coyote Starrk.
As Ichigo and Kenpachi notice him, Starrk apologizes and says even though he abhors this kind of tactic, he does not have much say in the matter. As he tells her to hold on, Ichigo and Kenpachi attack him, only for him to move away with Sonído. As their attacks hit the ground where he was standing, Ichigo notes they vanished. When Ichigo learns of Aizen's plan to destroy Karakura Town, he begins to run off, only to be stopped by Kenpachi, who reveals Urahara made it possible for the Gotei 13 captains to fight in Karakura Town.