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Challenging Ichigo Kurosaki to a duel, Uryū Ishida uses Hollow-attracting bait to determine who is better at defending Karakura Town, but more Hollows than they can handle show up. While at school with her friends Tatsuki Arisawa and Chizuru Honshō, Orihime realizes something is wrong, and danger is approaching them.
In order to protect her friends, Orihime tries to rush them from the scene, claiming there was a television program she had wanted to watch at home, as a Hollow appears on the roof. The only one who can see the attacker, Orihime realizes it is dangerous and she has to get her friends out of there.
The Hollow disappears while Orihime is distracted by Chizuru and Tatsuki getting into an altercation about Chizuru's attraction to Orihime. Remembering she needed to change into her uniform, Tatsuki tells Orihime she will be back when she does so, but Orihime, realizing the Hollow can become invisible at will, tells her to return. As the Hollow realizes Orihime can see it, Orihime tells Chizuru to run away.
Before Orihime can get her friends to escape, the Hollow releases high speed projectiles from its body which, crashing down around Orihime, smash windows of the school and injure Chizuru's left shoulder, who, not knowing what has happened, still appears cheerful and flirty despite bleeding. Moments later, she grabs Orihime around the throat with her left hand, confused why her hand is behaving in such a way. The Hollow reveals it dislikes conflict, so its seeds control their victims so it does not have to get involved. Other students appear on the scene, all apparently under the Hollow's control, for it aims to have them destroy one another.
As the Hollow sends many of Orihime's classmates after her, she, overwhelmed by their numbers, is saved by the arrival of Tatsuki, who, demanding to know what they are doing, apologizes for not recognizing the dangerous presence of the Hollow sooner, though she cannot see the Hollow clearly. Calling out to the Hollow, she states it had made a grave error in coming after Orihime and making her cry, for she usually beats up anybody who does such a thing. When Tatsuki defeats every student under the Hollow's influence, the Hollow shrugs this off.
As every student, getting back up, attacks once more, Chizuru's presence among the horde momentarily distracts Tatsuki as she begs her friends to run before attacking. The distraction allows the students to surprise Tatsuki, overwhelming her as well. As the joyous Hollow ponders ways of having Tatsuki kill herself, she has the other students crush Orihime's pleas. Despite being hit by seeds, Tatsuki, fighting the control, bites Numb Chandelier after telling her to shut up. Enraged, the Hollow hits Tatsuki with another seed, which embeds itself in the girl's head as she falls. Rushing over to her, Orihime is kicked in the stomach by her friend, causing blood to spurt from her mouth.
As a crying Tatsuki kicks her, Orihime reflects on the three years of friendship between her and Tatsuki, how her friend had always looked out for her, and how she was grateful for it and being able to keep her hair long all the while. As the sight of Tatsuki's tears prompts Orihime to vow to protect her for once, Orihime's powers are born as she declares she will not forgive those who hurt Tatsuki. The Hollow draws Orihime's attention to the six little spirits flying around her, who introduce themselves as the Shun Shun Rikka. While Shun'ō tries to explain their presence to Orihime, Tsubaki, getting a little impatient, kicks him before stating all she needs to know is how to control them.
As the Hollow starts to become impatient, Orihime, guided by her spirits, activates Santen Kesshun for the first time, combining the powers of Hinagiku, Baigon, and Lily to create a shield to repel the incoming seeds from the Hollow. With further guidance, she learns how to use Sōten Kisshun, combining Ayame and Shun'ō in order to heal Tatsuki's wounds. Getting even more impatient, Tsubaki forces her to use him as her last and only offensive technique, Koten Zanshun in order to defeat the confused Hollow and end the battle, saving her friends.
Acknowledging she did it, Orihime collapses after using her powers. Shun'ō surmises this is due to her using them all at once on her first try. As Orihime rests, her powers return to their true form of her hair clips. Kisuke Urahara appears with Tessai Tsukabishi, who is carrying an unconscious Yasutora Sado upon his back. They are taken to the Urahara Shop where Urahara explains their powers to them and the connection those powers have to Ichigo.Asking Sado and Orihime to follow him, he leads them to a place a safe distance away from the the Menos Grande which is moving towards Ichigo and Uryū. From their vantage point, they observe the battle as Orihime, reflecting on why Urahara had brought them there, realizes it may be because she and Sado will have to make a difficult choice about what to do with the powers they have been given and how to use them.
- This fight is somewhat censored in the anime. Chizuru was forced to grab Orihime's wrist in their struggle, but it was her neck in the manga. Though the seeds exploded upon contact and exuded a green liquid over the victim, in the manga, the liquid is tested to be the blood of the victim, and a seed sticks out of the side of Tatsuki's forehead.