Hisagi and Tōsen speak with each other while Mashiro takes out Wonderweiss. Hitsugaya and Hiyori argue while Lisa battles Harribel. Hachi greets Suì-Fēng and begins to battle with Baraggan.
Hisagi greets Tōsen and tells him he wants to thank him, and Tōsen questions if he is being sarcastic. Hisagi continues and explains that he wants to thank him for his instruction, and that he will use everything Tōsen taught him to open his eyes and take him back to Soul Society. Tōsen questions his statement condescendingly and tells Hisagi he never changes. Tōsen then vibrates his Zanpakutō to release it from Hisagi's chain and Tōsen addresses Hisagi, telling him that he taught him that those who do not know fear are not fit to do battle. Tōsen reiterates that Hisagi has not changed at all, as there is not even a hint of fear in his words.
Upon witnessing Mashiro Kuna easily defeat Hooleer, Ichimaru comments that Hooleer was Wonderweiss's favorite, while smiling more than usual. Shocked at seeing his companion die, Wonderweiss then charges his Cero from his mouth, but before he can fire it, Mashiro kicks him in the face. He is later seen lying on the ground as Mashiro proclaims her victory.
Hitsugaya asks Hiyori if he can ask her a question, to which she retorts he needs to keep it short and that she won't tell him anymore about them. Hitsugaya says it's fine and that he wishes only to ask them for a favor. He asks if Hiyori and Lisa can take on the Espada as he wants to go and fight Aizen. Hiyori yells as him, asking him if he is crazy as the Visored have come here to kill Aizen as well and that Hitsugaya was already having trouble when they arrived, so what makes him think he can take Aizen. Hitsugaya realizes that he was acting irrationally and that he panicked. Hiyori yells at him some more until he apologizes, and she then berates him further and questions his status as a captain. When she calls him "shorty," Hitsugaya grabs Hiyori and screams at her, telling her she is shorter than him. They continue to fight until they are distracted by Lisa rushing off to fight Tier Harribel.
Hachi addresses Suì-Fēng, telling her it's been a long time since they last saw each other. Suì-Fēng acts as if she doesn't know him, to which Hachi comments that he figured she would say as much, and that he is not surprised that she doesn't think well of the Visored. Baraggan interrupts, stating that it doesn't matter who they are or what powers they have, for everything is equal before him. Baraggan then taunts Hachi requesting that he come closer so he can turn him to bone and destroy him. Hachi claps his hands together and forms a barrier to ensnare Baraggan. Hachi states that he saw what Baraggan can do, and that's why he came to fight him. Hachi tells him all attacks are the same unless they can touch you, and that Baraggan wields a truly fearsome power. Baraggan touches the barrier and it begins to deteriorate, much to Hachi's surprise. Baraggan then asks if he thought that age could not touch Kidō.
Barragan explains that "Humans die, animals die, plants die and even Shinigami die. For everything that dies, there is age, too. If things that humans create can die, then Kidō, created by Shinigami, is no different. As Kidō may last for a thousand years. But it cannot last forever." Barragan contends that "forever" is nothing more than a meaningless word born out of the fear of aging. He then proceeds to attack.
Hachi generates a rectangular plank in between his hands and multiples it into rows in front of him. The constructs connect together into a wall that holds off Baraggan's Respira. Baraggan states that he already has said that it will rot, as the Respira begins to chisel away at the integrity of the wall. Hachi begins recite the incantation, to which Baraggan comments on how clever Hachi is, since an incantation said after a spell can strengthen it. But he also warns that he is too late. Hachi puts his hands up in front of him saying the spell name causing large beams to build up in front of him, creating a very large wall many stories high to further separate him and Baraggan.
Hachi then calls out to Suì-Fēng, asking her for her help as he needs her to use Bankai. Suì-Fēng apprehensively comments on how the Visored even knows about her Bankai. Hachi pleads with her that he knows she she does not want to work with them because of their connection to Urahara, but he reminds her that this is not the time for grudges. Suì-Fēng still acts uninterested in teaming up with him, causing Hachi to relent and he tells her he will make a deal with her.
Meanwhile, Baraggan is losing patience and proceeds to try to destroy the wall before he notices something behind him. Hachi continues to create more barriers and Baraggan laughs at Hachi's attempts as ridiculous to think he can be sealed in this, laughing at the idea of trying to buy time against one who controls aging. Baraggan equates it as being similar to spitting on the face of god.
Hachi then reveals that the barrier is not to seal him. He explains that Baraggan used his aging on Suì-Fēng's Bankai and made it explode far away from him so that he was unharmed. Hachi says the purpose of the barrier, then, is to make it so Baraggan's aging powers won't work fast enough for him to escape the explosion of Suì-Fēng's Bankai unscathed. A round section of barrier partially opens and Suì-Fēng sticks Jakuhō Raikōben in and asks Hachi to promise her again that tomorrow he will seal Kisuke Urahara in one of his barriers for a month. Hachi promises and Suì-Fēng smiles as she fires her Bankai causing the barrier to rupture and crack.
Hachi defeats Baraggan by turning his own power against him.
Suì-Fēng breathes heavily as Hachi's barrier cracks from the force of Jakuhō Raikōben as she begins to fall. Hachi comments that he couldn't believe she cracked it before calling down to check on Suì-Fēng, now in the arms of Ōmaeda. She explains that she usually was only able to use the ability of Jakuhō Raikōben once every three days. As the smoke of the explosion clears, Baraggan's voice can still be heard, stating he will never forgive Suì-Fēng for injuring him to the extent she did. The smoke continues to clear and Baraggan can be seen missing the top left quarter of his skull and he continues to state that they will rue the day they turned their backs on him before unleashing another large blast of Respira at Suì-Fēng and Ōmaeda. Suì-Fēng wonders how Baraggan could still move after a direct strike from Jakuhō Raikōben at close range and considers that he may actually be a god.
Hachi puts up a large barrier directly in front of him and dons his mask. Baraggan responds that Hachi made a clever move, but should know his place when dealing with the God of Hueco Mundo, at which point the barrier breaks and the Respira leaks through, beginning to corrode Hachi's mask.
Baraggan explains "Shinigami, and Humans, and Hollows, and Arrancar each have their own differences, their own quarrels. They have will and freedom and animals and plants and the moon and the stars and the sun and every little thing, but only [his] power is absolute. Everything else is tiny and insignificant."
As the Respira consumes Hachi, Baraggan continues to explain that their proper place was under his rule, and in his eyes, they are no different from insects. Hachi is then seen with a barrier where the lower half of his right arm should be, explaining that if only Baraggan's power is absolute, then not even he can stand against it. The barrier containing the rest of the arm is seen within Baraggan's torso as Hachi continues to explain that it was only a wager he was glad he wasn't wrong about. Hachi then states that there are no gods in Soul Society, other than the Shinigami, as Baraggan's body disintegrates from the inside out.
As Baraggan rots away, he thinks back to his past when he first met Aizen.
Baraggan curses them all as he begins to rot from his own power.
Back in the past, Baraggan sits on a throne with an army of Hollows kneeling down beside him. Baraggan says that he's bored and what's the point of having an army if there will be no invasion to defend from. Suddenly, a large Hollow in the background gets sliced in two, and the Hollows are all in shock. Interested, Baraggan watches as Aizen, Gin, and Tōsen appear before his throne. Another large Hollow attempts to attack Aizen, demanding to know who he was, only to get sliced down by Tōsen. Aizen then asks Baraggan if he is the king of Hueco Mundo which he says he is. Baraggan asks who Aizen was, seeing how he didn't have any Hollow mask. He concludes that it doesn't matter and was glad they came otherwise he would have split his army into two and have them fight each other out of boredom; he then welcomes all three of them into his palace of Las Noches.
Tōsen says it must be a joke because his palace doesn't have any roof or walls. Baraggan says there is no need for a ceiling for the sky of Hueco Mundo is his ceiling. Aizen tells Tōsen he's in no mood for arguments and pulls out his Zanpakutō for Baraggan to see. Aizen asks him if he's satisfied with what he has, which confuses Baraggan. Aizen continues on, saying that if Baraggan follows him, he will give him more power and a new world. Baraggan begins to laugh, finding it ridiculous, because he cannot rise any more than he has now and there is no new world for him. Baraggan commands his army to attack them, but Aizen, Gin, and Tōsen take the Hollows out with no trouble. Aizen mocks him, saying that he looks just like a Shinigami, wearing black and posed to attack. Baraggan tells him to shut up.
In his thoughts, he says that Aizen will regret having given him power and that he will hunt him for all of eternity.
Back in the present, Baraggan's body fully rots away. Aizen glances over at Baraggan's death and turns away without a word. Hachi says that he found it strange that Baraggan never rotted from his own attacks and theorized that he had another power keeping his rotting power away from himself. So when he sent his own rotting arm into his body, he was killed. Hachi concludes that Baraggan was just another small life trying to keep death at bay. Starrk says it's horrible that Aizen can't spare a single word for Baraggan's death, but says that they're not the type to avenge one another.
Love pulls Rose out of a pile of rubble and says that he wished he could have defeated Starrk before Hachi killed Baraggan. He tells Rose that when someone dies, revenge comes right after, believing Starrk will probably want his revenge for Baraggan's death. Seeing Starrk's back turned, Love releases his Zanpakutō and charges straight at Starrk. Starrk tries to defend himself by shooting Ceros at Love, but he just blocks it with his Zanpakutō. Starrk dodges as Love swings and destroys a building. Love sees Starrk escaping from behind him and hits him down to the ground with a fierce blow.
While he's down, Lilynette yells at him to get up and get his revenge, but Starrk says that he's not the type. He would rather go home and sleep, seeing how powerful their opponents are. Lilynette yells at him, asking if he wants his friends to die, which convinces him to get up and fight back.
Starrk rises up from the smoke and blocks an attack by Love. Love asks if he was grieving, to which Starrk replies, "Something like that." Love comments that he thought Hollows didn't have any hearts and Starrk replies that Love looks like a Hollow himself with his mask. In response, Love puts on his mask and attacks Starrk, but he disappears. Rose yells that Starrk is above him and looks in shock at Starrk with an army of wolves behind him.
Starrk's army of wolves attack and both Love and Rose put on their Hollow masks and fight them off. Rose releases his Zanpakutō and starts fighting them back easily, though the wolves appear to be made of flames and restore themselves back together. Rose says he doesn't like all these magical attacks and does a Kidō spell on one wolf. Love tells him that his Kidō spells seem pretty magical to him and Rose argues that it's art rather than magic. They are caught by surprise and some of the wolves clamp down on Love's leg and Rose's Zanpakutō before detonating into a giant explosion. Barely escaping the explosion, Love suggests that those wolves were made out of Ceros. Suddenly, more wolves appear behind them and explode right on them.
Starrk tells them that they are not Ceros, but parts of both Starrk's and Lilynette's soul. Once the smoke cleared to reveal both Rose and Love bleeding, Starrk says they can run and he won't chase them. Love tells him to forget it and Starrk says he might as well finish them off. Before he can touch them, a blade pierces Starrk from behind.
Kyōraku appears and begins to fight Starrk once again.
Everyone is in shock by the sword sticking out of Starrk. Starrk looks behind at his shadow and watches it transform into Kyōraku. Starrk says it was ridiculous for him to be holding back such a power when they fought and Kyōraku says it was only because his sword wasn't in the mood. He explains that his sword's power is to make children's games real. It makes the rules and that everyone inside its spiritual boundaries are forced to play the game as well, including himself. Kyōraku suddenly attacks Starrk who dodges, clutching the sword wound on his chest. Kyōraku charges and Starrk brings up a sword made of spirit energy to block his attack. Kyōraku says the color "gray" and slices at a gray part on Starrk, who quickly catches on to how the game works, countering by saying the color "white" and dealing a heavy blow to Kyōraku. Kyōraku explains how the game works in more detail, commenting that Starrk is a tough opponent.
Starrk mentally says that he is jealous of the weak and that he was so lonely that he split his soul into two, creating both himself and Lilynette. He even wished that he was weak.
Kyōraku continues to fight Starrk, but suddenly throws his now-white captain's cloak on Starrk, distracting him briefly, before saying "black" and dealing a deadly slash across Starrk's chest, through his Hollow hole.
Dying, Starrk thinks back to his past and Aizen decides to move things along.
Aizen asks Starrk if he killed the mountain of Hollows before him. Starrk says they just died and that was it. Aizen says that he seems strong and says he's looking for allies. Starrk says that he and Lilynette were looking for allies too. Starrk asks if his allies are strong, and Aizen tells him to come and see. Starrk then agrees, saying that he looks strong enough to stay around them without dying.
Back in the present, Starrk blood spurts out from his wound. As he falls to the ground he looks at Aizen, apologizing for not being able to repay him, because he's no longer alone. He thinks back to when both him and Lilynette split, introducing themselves to each other. Lilynette asks what they will do now, and Starrk says they can do anything, but they should stick together forever.
Love appears behind Kyōraku and thanks him. Love then says that he never changes, battling other people's battles. Kyōraku says that he's a captain and has no time to be indulgent.
Aizen watches Harribel's battle. Lisa, Hiyori, and Hitsugaya release their Zanpakutō and charge all at once at Harribel. They all clash together. Aizen tells Gin it's time to get this over with and appears before Harribel and slashes her across the stomach. Surprised, she begins to question this, and he claims that she's not strong enough and that he's done with her.
Aizen prepares to confront six Shinigami and six Visored after effortlessly defeating Harribel. Meanwhile, Mashiro and Kensei fight Wonderweiss.
Aizen comments on how he never thought he alone would be "more powerful than the lot of you," referring to the Espada. Harribel begins to fall from the slash across her midsection, but angrily stabs Aizen in an act of revenge. Aizen is impassive and he stabs her from behind in her left shoulder blade and comments how she "will never raise a sword" to him again. Harribel had stabbed a hypnosis clone. Harribel then falls to the ground and Aizen turns to his surprised enemies and says "Come on, let's get started....Gotei 13 and you shoddy Arrancar wannabes."
Meanwhile, on the ground, Mashiro notes that the last Espada is dead, but then Wonderweiss awakens from unconsciousness in the crater that Mashiro kicked him into. After a quick warning from Kensei, Mashiro kicks Wonderweiss into a broken building. Kensei then warns her that she will wear out her mask if she keeps fighting for too long with this level of opponent. She dismisses his warning as stupid and claims she is good for another 15 hours, just as Wonderweiss defiantly leaps out at her. She grabs him and smashes his face into the ground, but, with a shout, he grabs her scarf and throws her through a few buildings, tearing the scarf in the process. Mashiro angrily proclaims that he shouldn't have torn her scarf and then she shoots her "Mashiro Super Cero" at him via a kick. He neutralizes it by screaming and she says, "So what!" and pulls him in for a punch. As she does, her mask begins to break and Wonderweiss yells happily and brutally punches her in the face. As he is about to hit her again, Kensei steps in and grabs a now unconscious Mashiro while blocking Wonderweiss's punch, saying that he "isn't the sort of adult who goes easy on kids."
Kensei tosses Wonderweiss away from him and Mashiro Kuna. Kensei then takes the heavily injured Mashiro to the rooftop of a nearby building. As he lays Mashiro on the roof she asks him if she is about to avenge her, laughing as she says it. Kensei tells her not to be so happy and he is not about to avenge her. Telling her that what happened to her was her own fault for ignoring his warning. He says that he is just going to give Wonderweiss a taste of his fist. He then goes Bankai and engages Wonderweiss in earnest.
In the meantime, Aizen begins to taunt the Visored. Shinji Hirako warns the Visored, especially Hiyori Sarugaki, not to give into Aizen's taunts. Warning that given Aizen's ability if they approach him without a plan they will be finished before they can begin. Aizen comments on how Shinji's caring words are just like him, but says that it is futile because it doesn't matter how they approach him or even if they don't approach him the outcome will be the same. Aizen tells them that all of their fates have been established and they cannot be escaped. This garners a reaction from Love and Rose and prompts Shinji to repeat his warning about not giving into taunts. Aizen, however, provokes them further by asking what they have to fear as they have already died that night 100 years ago. This sends Hiyori over the edge and she rushes at Aizen with her released Zanpakutō. However she suddenly finds herself bifurcated and realizes that Ichimaru has attacked her using his Shikai. Ichimaru casually comments on how that's "one down". As Hiyori begins to fall, Shinji catches her upper half and calls for Hachigen Ushōda. Upon realizing that Hachi is missing one arm and as such is unable to heal, he begins to despair, but then remembers Orihime Inoue and her ability. Shinji then shouts out for Ichigo Kurosaki and demands to know why it is taking him (and by extension Orihime) so long to get back to Karakura Town. Meanwhile in Hueco Mundo, Ichigo determinedly heads towards an unknown destination.
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