Urahara explains Encroachment, and informs Ichigo that he now has two choices: succeed or die, and that he has seventy-two hours to become a Shinigami.
In the meantime, Orihime Inoue and Yasutora Sado are attempting to learn how to call forth their powers at will, with little success. Yoruichi Shihōin asks them to think back to the time when they first discovered their inner power, and to remember what it was that they wanted to protect, explaining that people usually discover their inner powers when they want to protect something. It can be their own lives, status, honor, loved ones, or a principle, but what is key is the fierce desire to protect. Yoruichi then says to think about what they wanted to protect at the time. Orihime recalls that she wanted to protect Tatsuki. Sado remembers that he wanted to protect Ichigo's sister, but cannot recall her face and ends up imagining a black haired Ichigo with a cap and lipstick. This mental image causes Sado to gag as Orihime's hairpins sparkle. Yoruichi then asks Orihime why she wants to go to Soul Society. She replies to protect Ichigo, this triggers Orihime's power and the Shun Shun Rikka show themselves. However, Tsubaki is not too happy about being summoned when Orihime's life is not in danger and proceeds to pull her hair. Yoruichi tells her that for now it is good enough, but she will learn to control her power. Yoruichi then turns to Sado and asks him why he wants to go to Soul Society. Sado remains silent as the scene changes to Ichigo.
Ichigo has been trying to run up the side of the Shattered Shaft. Ichigo has worked out that the Encroachment goes into a lull between its intervals. During the lulls, Ichigo feels no pain and has therefore been using those lulls to try and climb out of the Shattered Shaft. However, he has not had any success. Jinta Hanakari, Ururu Tsumugiya, and Urahara mock Ichigo's attempts among themselves as they believe he has no chance of success. Jinta asks Ichigo if he's hungry. Ichigo replies that he is not and cannot be, as he is a disembodied spirit at the moment. Jinta tells him that that is a good sign, as hunger means he is turning into a Hollow. He then tells Ichigo that being thirsty is alright and tells Ichigo to drink their spit. Jinta and Ururu then start to spit on Ichigo as the latter issues threats. Urahara comments on how the ever lit cavern causes them to lose their sense of time.
Ichigo begins to wonder how long he has been down in the shaft and wonders if he's meant to climb out. Jinta brings down some food, saying that Ichigo must be getting hungry by now. Ichigo tells him, he is not. Pointing out that he still has a fair bit of his Chain of Fate left. Jinta observes that Ichigo has lost track of time. He tells Ichigo that he has been in the shaft for 70 hours and that souls start to turn into Hollows about now, and that the next step of Encroachment will be worse than all the others and will consume what remains of the chain. Very soon the Encroachment starts and consumes all of Ichigo's chain and starts to form a Hollow hole, as Ichigo's face starts getting covered by a Hollow mask.
Ichigo's face begins to be covered with a white mask as he starts to change into a Hollow. Tessai Tsukabishi begins to worry as Jinta quickly climbs out of the shaft. Ururu starts to get into a battle stance and says she will take preemptive measures, but Urahara stops her and tells her to observe Ichigo closely. He explains that normally when a disembodied soul becomes a Hollow, their body rearranges itself into that of a Hollow first and then the face becomes covered with a mask. Ichigo's body, on the other hand, is remaining intact while a mask is being forced on his face first. This is a sign of his resistance, and there is still a chance that Ichigo might emerge from the Shaft a Shinigami. He tells them to wait until Ichigo's transformation is complete.
In the meantime, inside Ichigo's consciousness, a voice asks Ichigo if he can hear him. Ichigo awakes sitting on the side of a building several stories high and finds a bearded man in black standing on a flag pole. He asks the man who he is, the man gives his name, but Ichigo can't hear it. The man is disappointed that his name still can't reach Ichigo. The man laments this fact as he says that no one in this world knows him as well as Ichigo. He then shifts into a position that would normally cause him to fall. Ichigo wonders how he can do that and the man asks how Ichigo can sit like that. At this point Ichigo notices that he is in fact sitting on the side of a building and starts to hurtle towards the ground as the world around him starts to fall apart. As he falls, the man in black appears beside him and scolds him for screaming. He tells him not to worry, and that Shinigami preside over all spiritual phenomena, even death. Ichigo protests that he is no longer a Shinigami. The man changes topics and tells him to gather the spirit particles around him and form a foothold. Telling him to think back to the time he was a Shinigami and how he instinctively gained traction in the air. He continues to tell Ichigo that the Shinigami powers Byakuya destroyed were only those that Rukia gave him, and that Byakuya was only aiming for those. But Byakuya was careless and didn't notice Ichigo's own Shinigami powers. Ichigo is shocked by this revelation. The man goes on to tell him that Rukia's powers awakened his powers, but they lay hidden deep within Ichigo's soul during Byakuya's attack, and that Ichigo needs to find them.
As Ichigo continues to fall, boxes begin to rain around him. The man tells him that one of the boxes contain his Shinigami powers and that if he does not find them before the world collapses, he will turn into a Hollow. Ichigo protests that he can't possibly do that as there are thousands of boxes, but the Man tells him that he will accept no excuses. As Ichigo continues to fall, he wonders what he is suppose to do, but then remembers how Uryū Ishida discovered he was a Shinigami. He remembers that Shinigami have red Reiraku. Remembering this, Ichigo finds the right box. When he opens the lid he spies the hilt of a Zanpakutō. The man commends Ichigo for finding it and hopes that next time Ichigo will be able to hear his name. Ichigo begins to comprehend what the man is, but before Ichigo can even complete the sentence the man yells at him and orders him to pull out the Zanpakutō as the world has almost completely collapsed.
Outside, the mask has almost covered Ichigo's face. Urahara, Jinta, and Ururu are watching on, suddenly Urahara detects something and pulls Jinta away as an explosion takes place within the Shaft.
Ichigo pulls out the Zanpakutō from the box in his inner world, but in the meantime, on the outside, the Hollow mask has nearly covered all of Ichigo's face, prompting Tessai to attempt to kill him using Bakudō #99 Part 2 Bankin. However, Tessai fails and Ichigo, his face fully covered in a Hollow mask, bursts out. This causes an explosion that prompts Urahara to draw Jinta and Ururu and shield them with his body. Jinta screams that something has come-out and wonders if it is Ichigo. The something that has come out of the Shattered Shaft lands some distance from them, but they cannot see what it is due to the dust. Jinta calls out and asks Ichigo if that is him. As the dust clears, it reveals Ichigo with both a Hollow mask and a Shinigami's shihakushō. This prompts Jinta to question what Ichigo is, wondering if Ichigo is a Hollow or a Shinigami. Ichigo draws his Zanpakutō, which has a broken blade, causing Jinta and Ururu to go into fighting stances. Jinta warns Ichigo not to underestimate them. However, Ichigo makes no move towards them. Instead uses the hilt of his Zanpakutō to break his mask and pull it away from his face.
Urahara congratulates Ichigo on successfully completing Lesson Two and regaining his Shinigami powers, but Ichigo hits Urahara in the face with the hilt of his Zanpakutō. Ichigo tells Urahara that he would have been praying that he never came out of the Shaft as now Ichigo will kill him. Urahara is pleased and suggests that they carry that enthusiasm right into Lesson Three, which has no time limit and ends when Ichigo succeeds in knocking off Urahara's hat. Ichigo makes a sudden attempt, but Urahara dodges. Ichigo compliments Urahara, but says to forget about the no time limit business. He tells Urahara that he will knock his hat off in five minutes. Urahara invites Ichigo to try as he pulls a sword out of his cane.
Rukia is informed of her execution as Ichigo continue his training.
Much to the shock of Renji, Byakuya informs Rukia that she has been found guilty of a capital offense and is to be executed in twenty-five days. Byakuya tells Rukia that this will be the last time he speaks to her, and that the next time they meet will be at her execution.
Renji tells Rukia to remain hopeful, but Rukia replies that since the ruling came from Central 46 Chambers, it cannot be overturned, that she was expecting this from the beginning and that there is no use resisting. She then pretends that she was joking, and tells Renji that ultimate punishment doesn't worry her and that it'll just make escaping more interesting. She also tells Renji not to worry about her and worry more about his weird tattooed eyebrows. Renji leaves the room in a huff, telling Rukia that he doesn't care about her and her problem. Once Renji leaves, Rukia resumes her melancholic demeanor. Outside, Renji reflects on how there is no escape, and wonders if Byakuya is really going to let this happen.
As Byakuya is walking, he is approached by the captain of the 3rd Division Gin Ichimaru, who commends him on his calm demeanor, telling him that he is the perfect example of a Shinigami and an example to them all. He is accompanied by the captain of the 11th Division, Kenpachi Zaraki, who tells Gin that the only Shinigami afraid of death are pretty much Ichimaru himself and the captain of the 9th Division. Byakuya wonders what the two captains might want with him. Ichimaru replies that they thought Byakuya might be sad about his sister's impending execution, though Byakuya informs him that it has nothing to do with them. Kenpachi says that Byakuya won't be sad, as a criminal only tarnishes the reputation of a distinguished family. Byakuya says he is surprised that a commoner such as Kenpachi can understand the workings of a noble family. Kenpachi replies that he has always been observant and offers to behead Rukia. Byakuya mocks Kenpachi, and wonders whether someone of Kenpachi's skill could accomplish such a task. Kenpachi asks Byakuya if he would like to test him, Byakuya replies by asking him if he would like to be tested. The next instant, Ichimaru wraps Kenpachi in a special ribbon and uses Shunpo to get to a near-by rooftop. As Kenpachi demands to be untied and allowed to cut Byakuya, Ichimaru apologizes and says that it was not his intention to provoke Byakuya. He then asks Byakuya to give his regards to Rukia and disappears. Byakuya calmly continues on his way.
In the World of the Living, Tessai climbs out of the Shattered Shaft and is informed by Jinta that Urahara had drawn his sword and things are getting interesting. Ichigo runs around trying to dodge Urahara, who tells Ichigo he won't go easy on him. Ichigo reasons that as Urahara's sword is just something that came out of his cane, it's just an ordinary sword and therefore cannot harm a Shinigami. As a result he slows down, but in the process he is cut by Urahara's sword. Urahara then deduces Ichigo's thought process and berates him for being naïve. He then releases his Zanpakutō: Benihime.
The chapter opens with Ichigo having a flashback of the time he witnessed Renji call the name of his Zanpakutō: Zabimaru and remembered how Renji mocked him for being unable to ask his Zanpakutō its name. The flashback prompts Ichigo to ask "The Zanpakutō's name?", to which Urahara explains that each Zanpakutō has a name and Benihime is the name of his Zanpakutō. He then asks Benihime if she is ready, before resuming his attacks on Ichigo, forcing Jinta, Ururu, and Tessai to take cover.
As Urahara descends upon him, Ichigo desperately blocks with his broken Zanpakutō. Urahara applauds him for for not running away, but tells him that Benihime is too fierce to be stopped by a Zanpakutō such as Ichigo's and proceeds to cut a bit of blade off. Ichigo resumes his running and dodging, but Urahara catches-up with him and explains that Ichigo's sword is too big, but that it is not filled with Reiatsu, but instead with a bloated bag of fluff that happens to be in the shape of a sword, and that is why it shatters so easily. Urahara then cuts away everything so that only the hilt remains. He then asks Ichigo what he is going to do now. Pointing out that as the task is to knock his hat off, Ichigo can accomplish it with just his hilt. However, Urahara tells Ichigo that if Ichigo tries to fight him with that toy of a sword, then he will kill him.
Frightened, Ichigo resumes his running and dodging. But Urahara keeps pace with him effortlessly. Even as Ichigo continues to run, he reflects on how pathetic this is. He also wonders why he is running away, wondering if that is all the resolve he has. He continues to berate himself as Urahara grabs him and throws him on the ground. Ichigo gets away again and calls himself a coward beyond all redemption. Just as he thinks this he catches the glimpse of the old man in black from his inner world. The old man asks Ichigo why he is running and why he hasn't called him. The old man tells Ichigo to face forward and tells him that what was plugging his ears was his worthless fear. At the old man's encouragement, Ichigo stops running and faces Urahara and at the prompting of the old man, shouts out his name: Zangetsu.
Urahara and Ichigo suddenly come to a stop, prompting Jinta to wonder what's going on. Urahara raises his sword. Ichigo hears the voice of Zangetsu urging him to face forward and fight. As Ichigo turns to face Urahara, he shouts out the name of Zangetsu and unleashes power so great, that Tessai is forced to take cover behind a rock with Jinta and Ururu. Ichigo is then seen holding Zangetsu in its true form. Jinta comments on the Zanpakutō's ugliness, but Tessai is frightened by it. Urahara congratulates Ichigo on being able to pull out his Zanpakutō and tells Ichigo that now they can start Lesson Three properly. Ichigo apologizes and begs Urahara to dodge it because he can't restrain it. Urahara is shocked and activates the shield capabilities of Benihime as Ichigo unleashes a powerful attack that manages to both damage and knock off Urahara's hat. Urahara comments on how he probably would have lost an arm if he didn't have the Bloodmist Shield. Saying that he didn't expect so much power from just one slash, tells the now unconscious Ichigo that he is a very scary child, before declaring lesson three to be cleared.
Elsewhere, Ishida is seen completing his lesson and Orihime cheering as Sado manages to call forth his power. However, Sado and Orihime are soon forced to run for it because of the mess they have caused.
With their training complete, Ichigo and his friends gather for a local festival.
As Orihime and Tatsuki Arisawa rush to avoid being late for a festival, Orihime thinks about how she is grateful to Tatsuki, and that she can go anywhere, as she knows she can depend on Tatsuki. Keigo Asano welcomes Ichigo back and labels Mizuiro Kojima, who has returned from Phuket, as a foreigner due to his tan. Ichigo has had a normal summer vacation since completing Urahara's training, as he must now wait for the gateway to Soul Society to be completed.
At Keigo's request, they gather in the afternoon for a fireworks festival. Keigo had been anticipating it so much that he had wanted them to gather the previous night. Keigo reveals that he was so worried about being bored while Ichigo was away, that he stayed at home playing video games he would not normally play. He cleared five games in ten days. When Tatsuki, Orihime, and Sado arrive, Ichigo notices that Tatsuki's arm is in a sling. She had broken it after reaching the last 8 of a national high school competition when she was hit by a car. Tatsuki blames the injury for preventing her from winning and being crowned the strongest female high school student in all of Japan, though she still finished in second place, despite her injury.
Tatsuki finds a good spot to watch the fireworks from, but it is on the opposite side of the river to the festival. Keigo complains that it is no good if he cannot see the ladies wearing kimonos who come to watch the fireworks, but the others only seem interested in the fireworks. Ichigo's father and sisters arrive. Ichigo thinks Karin Kurosaki and Yuzu Kurosaki are drunk due to their behavior, which Isshin Kurosaki confirms, saying that an old man selling juice diluted the juice he sold with wine instead of water. Isshin reveals that he had gotten seats on the opposite river bank that morning and invites everyone along. Ichigo apologizes to Tatsuki for bothering her.
As the others leave, Tatsuki and Orihime stay awhile and reminisce about a previous occasion when they visited the same river bank, causing Orihime to think of her brother. Orihime promises that when she returns from staying with her grandmother, the two friends would return to the same bank. Ichigo, now consigned to carrying his sisters, tells Isshin that he is going away again, and that he may not be back before the start of the new school term.
Ichigo and company gather at Urahara's, ready to leave for Soul Society.
In Soul Society, the researchers of the 12th Division discuss the Gigai used by Rukia. Hiyosu had discovered it while observing the Human World, and regularly observes the pictures of it. The Gigai is delivered to the researchers, who keenly examine it, remarking on its high quality. After failing to find the mark of its creator, they guess that it was made by Akon. However, Akon says he does not remember it, and that it is Captain Kurotsuchi's work. They soon realize that it was not made by either, and that somebody with the skills to make it would have been exiled specifically for having those skills.
Kisuke Urahara has almost completed his preparation of the Senkaimon. Ichigo remembers Urahara's instructions: to leave a window open that night and await a message from him. As Ichigo enjoys the night air, a ball with Urahara's picture on it flies through his window and hits his wardrobe, covering it in liquid. As the liquid clears, a message appears, telling Ichigo to go to Urahara's shop. As his sisters sleep, Ichigo leaves the Kurosaki Clinic. He is stopped by Isshin, who gives him a talisman to take with him on his trip. Isshin tells Ichigo that it was given to him by his wife, and that he wants it returned to him once he returns.
On the way to Urahara's, Ichigo meets up with Orihime. Ichigo asks her if she was certain she wanted to go to Soul Society. Orihime says that she is sure, as she had made the decision herself. The pair arrive at Urahara's shop, where Sado is already waiting. Ichigo wonders where Uryū is, as he had heard that he was going as well. Orihime says he will be there in a while, but Sado thinks he will not come and that they might be better off without him. Ishida then arrives, saying that he could forgive himself for losing to the Shinigami. He trained to get stronger and says he will not stop until he proves his strength and wins. He says that this is his reason for going to Soul Society, not saving Rukia. Urahara invites them inside to explain how to reach Soul Society, saying that they could die before even reaching it.
Arriving in Urahara's hidden training area, Orihime marvels at the underground space, greatly pleasing Tessai. Ichigo thinks to himself that Orihime finds it very easy to make friends, unlike Sado and Uryū. Urahara unveils the Senkaimon that they will use to access Soul Society and releases Ichigo's Shinigami form from his body. The others fawn over Ichigo's body, much to the annoyance of Ichigo and Kon, who intends to accompany them to rescue Rukia. While Uryū and Orihime are surprised by the talking plushie, Sado remembers seeing Kon before and grabs him.
Urahara regains the groups attention and begins to explain the Senkaimon. As Soul Society is a world of souls, one must be able to exist in spirit form to enter. As only Ichigo can freely exist in such a form without being restricted by a Chain of Fate, the gate will transform them into chainless spirit forms so they may enter Soul Society. This works by changing the components of the living bodies into Reishi, meaning that the group only has to step through the gate to change forms.
Urahara tells them that they only have four minutes to reach Soul Society once they step through the gate. Once that time is up, they will become trapped in the Dangai if they have not traversed it. He also warns them about the Kōryū, a current that is intended to prevent Hollows from reaching Soul Society and can stop anyone caught in it from moving. Yoruichi tells them that they just need to keep moving forward and that the heart and soul are connected, making it what your heart thinks important.
Yoruichi says that only those who are up to the task may go to Soul Society. Ichigo retorts that they have all made the decision to go already, and that all they had to do was win. Ichigo tells Kon to look after his family. The group enter the gate as soon as Urahara and Tessai open the portal, and find themselves in the Dangai. Urahara touches the portal, but is burned and repelled by it, and says that it is all up to Ichigo now.