After the fight against the Arrancar led by Grimmjow Jaegerjaquez is finished, Ichigo Kurosaki decides to go find the Visored. Knowing that Kisuke Urahara would not be able to help him and that his inner Hollow is becoming too powerful to control, Ichigo disappears as he locates the Visored. In addition, while Uryū Ishida is receiving training to restore his Quincy powers, Yasutora Sado heads over to the Urahara Shop to request Urahara train him.
Training: The Visored
With Ichigo now at the Visored and their base of operations, Shinji Hirako remarks on how easy it was for Ichigo to find them despite his poor abilities at detecting Reiatsu. However, Shinji goes on to say that they had anticipated his arrival and so made it easy for him to find them by increasing their Reiatsu. Shinji then asks if Ichigo came to join to finally join them. Ichigo quickly surprises Shinji by telling him that he was not as he only came to use them in teaching him how to control his inner Hollow. Shinji then asks how he would do that, to which Ichigo replies that he would use force. Shinji scoffs at the notion as Ichigo uses his Substitute Shinigami Badge to go into his Shinigami form and attacks. As their fight goes on, Hiyori Sarugaki requests for Hachi to add five additional layers to the barrier as she interferes and knocks Shinji out of the way. Hiyori then goes to tell Ichigo that the decision to teach him to control his inner Hollow is solely their decision. She then orders Ichigo to turn into a Hollow to see if he is strong enough to join the Visored as her Hollow mask manifests itself. Ichigo refuses, but Hiyori plains states that he has no choice in the matter and that she will drag out Ichigo's inner Hollow by force if he will not comply.
The other Visored yell for Hiyori to wait, but she ignores them. She explains that they are called Visored due to having masks and that he had better Hollowify as she is not going to go easy on him like Shinji did. With her Hollow mask, Hiyori is more than a match for Ichigo. She continues to goad him into using his Hollow mask or Bankai, neither of which Ichigo is willing to do as he is determined to never lose control again. As Hiyori lands a deep injury on Ichigo, Ichigo loses control to his Hollow side once more, and nearly kills her. Hiyori is saved thanks to the intervention of the other Visored. After being forced back into his Shinigami state, Ichigo is informed that he cannot simply keep his Hollow in check with his body or mind, but must force it into the very core of his soul. Having passed their test, Shinji states that they will help him control his inner Hollow. Ichigo then begins his training. However, it starts with a period of unappreciated training. The Visored wait around Ichigo does some training on an exercise machine. As the Visored converse among themselves, Ichigo becomes irritated with using the work out machine and throws it at Hiyori who blocks herself with Shinji. She and Ichigo then get into an argument as Ichigo doesn't believe the training is achieving anything. Shinji tells him to wait as the exercise machine forms the basis of future training and that they will tell teach him the Hollow suppression techniques when Ichigo can use the machine for three days straight. Ichigo then yells at them that it is pointless as he could tell that they are trying measure his Reiryoku levels as the machine sucks away large amounts of Reiryoku. He yells that he has not the time, but Shinji tells him to be quiet as he has a lot of cheek for not knowing how long it takes for the Hōgyoku to awaken. Ichigo is surprised at this revelation as Shinji reveals the fact that he has known about the Hōgyoku, Arrancar and Sōsuke Aizen for many years. Ichigo asks how he knows about everything, but Shinji tells him that the whole story will have to wait. He then obliges Ichigo's request, seeing as how Ichigo gained both Shikai and Bankai with incredible speed. Ichigo is told that he is going to become a full Hollow as he confronts his Hollow side within his inner world. There, Ichigo squares off against his Hollow self.
As the Visored bring Ichigo down to a separate training location under the warehouse, Shinji orders Hachi to put up an extra barrier and to bind Ichigo's legs and arms. Meanwhile in the inner world, Ichigo questions where the spirit of Zangetsu is. Ichigo's inner Hollow then reveals a white version of Zangetsu's Shikai and attacks, answering Ichigo's question by saying that he is "Zangetsu." Externally, Ichigo's body is taken over by the Hollow and he breaks free of Hachi's Bakudō Gochūtekkan spell. Lisa Yadōmaru enters the barrier to fight against the Hollow-controlled Ichigo first. In the inner world, Ichigo asks where Zangetsu is one more time, but the Hollow reasserts that he is Zangetsu and sends Ichigo flying into one of the inner world's buildings. Ichigo's inner Hollow then tells Ichigo that he and Zangetsu are one being. As such, Ichigo's powers came from the both of them. However, as the inner Hollow's power grew, Zangetsu became part of him. He tells Ichigo that the more he tries to draw on Zangetsu's powers, the easier it is for his soul to be taken over by the Hollow. The two then proceed to release their Bankai at the same time. 
Ichigo and his inner Hollow both use their Bankai and commence fighting. Ichigo attempts to destroy the inner Hollow with Getsuga Tenshō, but Ichigo's inner Hollow easily counters back with his own Getsuga Tenshō. In the outer world, Ichigo's body further Hollowfies by developing a Hollow hole and Kensei Muguruma takes Lisa's place in holding off the Hollow-controlled Ichigo. Ichigo is heavily injured as Ichigo's inner Hollow tells him that he is nothing more but an imitator as it was he who learned Getsuga Tenshō while with Bankai. He grabs Ichigo's sword and tells him to give up because he can't use Bankai as Ichigo's inner Hollow Reiryoku goes through the sword and shatters it. The fight in the outside world continues with Kensei injuring the Hollow-controlled Ichigo. Kensei notices that Ichigo is now using high-speed regeneration after cutting him and proceeds to sever Ichigo's left arm. Kensei is then pushed back as a mass of Ichigo's regenerating attacks and forms into an arm. Kensei remarks that Ichigo's Hollowfication is faster than he thought.
In the inner world, Ichigo's inner Hollow overpowers him and stabs him, explaining to him that he has no desire to serve someone with no instinct for battle. Ichigo, however begins to turn the tide as the Hollow's words about instinct go through his mind.
While the inner world fight goes on, Ichigo is continually assaulted by inner manifestations of previous foes - Captain Byakuya Kuchiki and Jin Kariya - and force him to re-fight their battles (Ichigo is defeated by both of them).. In addition, Ichigo goes through with another discourse with an inner manifestation of Kenpachi Zaraki. The discourse with Kenpachi causes Ichigo to realize that his trouble is because he lacks pure fighting spirit, instead needing reasons to fight his opponents. With his spirit rekindled by this revelation, Ichigo is able to make a comeback, seizing the Hollow's sword and impaling him on it. However, Ichigo's inner Hollow gives a cryptic warning that he will take over if the chance ever comes and advises Ichigo to stay alive until he can return if Ichigo ever wants to truly master his Hollow powers.
Despite having apparently defeated his inner Hollow, Ichigo is still possessed as he taken the full appearance of a Hollow (now fighting Love Aikawa). Ichigo prepares to fire a Cero at Love which Love then prepares to Hollowify himself. This becomes unnecessary as with his inner Hollow subdued for the moment, Ichigo retakes control. The Hollow body begins to break apart and shatters, leaving Ichigo standing with a Hollow mask, but he collapses. When he comes to, he learns that while he was fighting internally, his outer body had transformed into that of a powerful and berserk Hollow and that the Visored had taken turns battling this monster to keep it in check. However, the training is successful as Ichigo says that he is not too bad when asked how he is feeling.
Aizen's Plans & Hinamori's Pain
While the various training sessions go on, Orihime Inoue is alerted about a strange object that was carried into Orihime's residence by Captain Tōshirō Hitsugaya and Lieutenant Rangiku Matsumoto. She walks in just as Captain Hitsugaya begins his talk with Captain-Commander Genryūsai Shigekuni Yamamoto, who had ordered the urgent creation of the line of communication for one purpose: to speak with Hitsugaya about Aizen's true objective.
Although Orihime moves to leave, she is told to stay as the information about Aizen's true objective concerns the humans there as well. Yamamoto begins by discussing how their investigation has combed the 5th Division's barracks, the Seijōtōkyorin of the Central 46 Compound, and the Great Spirit Library. Hitsugaya asks that they move to the main issue which Yamamoto obliges. Yamamoto goes on, detailing that Captain Jūshirō Ukitake, in charge of searching the Great Spirit Library's circuits, had found that Aizen had accessed data on not only the Hōgyoku but also the Ōken (King's Key). Matsumoto and Yamamoto then explain a bit about the Soul King to Orihime. Orihime correctly guesses that Aizen plans to obtain the key to overthrow the Soul King. However, the issues lies in that Aizen researched information about the method for creating an Ōken as the key's location is only known to the Gotei 13 Captain-Commander (with no written record available). The material needed to create a Ōken are 100,000 souls and a plot of spirit-enriched land with a radius of half a spirit-mile. It just so happens that while the spirit-enriched land shifts location over time, it is currently set on Karakura Town. If Aizen succeeds in creating an Ōken with the method in reference, Karakura Town and its inhabitants would be wiped out. Yamamoto then asserts that the Gotei 13 will find a way to stop Aizen. He then orders Hitsugaya and Matsumoto to train themselves and asks for Orihime to relay all the information she has heard to Ichigo Kurosaki as they will need all the strength they can muster for Aizen will make his move in four months after the Hōgyoku is completely awakened. Orihime leaves and Matsumoto heads out to inform the rest of Hitsugaya's advance guard. Just as Hitsugaya is about to leave, Yamamoto tell hims to wait as he has someone who wishes to speak with him. 
Lieutenant Momo Hinamori steps forward, having awakened from her coma that was inflicted by Aizen. Hinamori tries to apologize for her actions that came from doubting Hitsugaya, but he brushes it off and tells her to go get some rest, playing around on how Hinamori need to sleep more to grow (as she still looks like a child). Hinamori then looks to reenter a trance as she begs for Hitsugaya to save Aizen, believing that Aizen is being manipulated by Gin Ichimaru. Knocking Momo unconscious with Inemuri, Yamamoto notes she had not fully recovered before apologizing, for he had respected Hinamori's wishes by letting her speak with Hitsugaya. They then end their video line and Hitsugaya clenches his fist in anger over what Aizen did to Hinamori.  At Urahara's shop, Chad is fighting against Lieutenant Renji Abarai's Bankai as training, while Ishida is still dodging arrows from his father under Karakura Hospital.
Throughout the town, various training sessions are taking place: Ichigo is training with Hiyori to lengthen the time he can use his Hollow mask, Chad is training with Renji to make his arm stronger, and Uryū is training with Ryūken Ishida to regain his powers. Meanwhile, Orihime tracks down Ichigo to inform him of Aizen's plans. This comes as a surprise to the other Visored, as she passes through the barrier with no effort.
Quincy vs. Quincy
As such, Ryūken takes Uryū down into a secret training area in the Karakura Hospital. The training is difficult as Uryū constantly moves to dodge arrows fired by Ryūken. Uryū voices his doubt over Ryūken's method to restore Uryū's lost powers to which Ryūken re-asserts his confidence in the method (provided that Uryū does not die first) by attacking Uryū again.
As the battle with Ryūken progresses, Uryū is approaching his limitations, becoming exhausted by such prolonged combat. He is so exhausted that he nearly falls off a ledge and is forced to use Wolke to cushion his fall. Ryūken remarks on how cautious Uryū is to have been hiding some Gintō (Silver Tubes) on him. Uryū responds by claiming that Ryūken sounds like he is calling Uryū a coward to which Ryūken curtly confirms. Ryūken fires another volley of arrows and asks if Uryū has reached his limit, noting that his speed at dodging the attacks is getting slower. Uryū dodges as he notes mentally that while he is indeed reaching his physical limits as his arms and legs are becoming very difficult to move,. Ryūken's reiatsu is getting visibly weaker as well. He decides to stop Ryūken's movements and the training as not only is he at his limit but he reasons that he will soon be killed regardless of how true Ryūken's statement about his powers returning if he continues to dodge Spirit Arrows, seeing as his powers had not returned during the battle. He appears right in front of Ryūken and uses his last Gintō to cast Gritz, taking Ryūken by surprised. Ryūken is enveloped by a man-sized pentagonal Quincy cross and Uryū thinks that he has succeeded. However, it is a fluke as Uryū is finally shot through the chest. A pentacle-shaped scar forms at the point of contact, and Ryūken informs Uryū that his powers have been restored because taking an attack from a Spirit Bow 19 mm to the right of the heart while the body and spirit are driven to their absolute limits is the only way to regain Quincy powers lost to the Final Form. Ryūken laments that Uryū's last Gintō technique was Gritz instead of Heizen as it would have at least injured him if not clinch the match. Ryūken further trains Uryū in the ways of the Quincy before the Arc ends, explaining his son's new bow and techniques.
Orihime Restored to the Fight
After informing Ichigo of Aizen's true objective, Orihime runs out to become stronger as well. She then meets Yoruichi Shihōin, who was told to bring Orihime to the Urahara Shop's underground training room by Urahara himself.. When the two do arrive, Urahara promptly welcomes Orihime. He tells Orihime to sit down as all he has been doing is watching "those two filthy men" and that having a young lady would brighten the mood. Orihime then notices Renji and Sado as they train with each other. Voicing her concern for Sado, but Sado quickly get back up saying that he could continue. With that, Orihime asks what was it that Urahara wanted to talk about. Urahara begins by stating that Rangiku Matsumoto had just came by, informing them of Aizen's true objective. Urahara goes on to talk about how both they and Soul Society would need to vamp up their offensive power for what will probably be an all-out war. Orihime states that she understands and she would like to get stronger too. Urahara responds back by saying that he doesn't want her to participate in the upcoming battle. He further explains that because Orihime's attack spirit, Tsubaki, was destroyed in the earlier skirmish, he cannot allow someone who lacks an attacking power in battle. Sado tries to defend Orihime, arguing that her defensive and healing abilities would compensate. However, Urahara dismisses it as Orihime's defensive Santen Kesshun had already been revealed and that the 4th Division would be able to handle healing. He finalizes his argument, saying that anyone who cannot fight would simply be a burden. Orihime is saddened by the decision, but understands it. 
As Orihime runs out of the Urahara Shop, she bumps into Rukia Kuchiki. She then explains what just happened with Urahara and preferring to not be a hindrance. Rukia then cheers Orihime up, stating that she was not a burden because if she or any of the others who invaded Soul Society were not present, she would not be here. She resolves with Orihime to help her find a way to be useful. The two are then interrupted by Hiyori who takes back to the Visored because Hachi had business with Orihime. Hachi properly introduces himself as his full name is Hachigen Ushōda (Hachi being his nickname). Hachi then grabs Orihime's head to properly examine her hair clips. He notes that they are the physical manifestation of Orihime's powers and that they are like a Zanpakutō. He also notes that one of the clips has a chip (where Tsubaki would be) and offers to restore it for Orihime. As Orihime explains the situation, Hachi finds it strange that Orihime could not restore Tsubaki as she should be able to do so even without a fragment as her powers are very similar to his. He restores Tsubaki for her and Orihime is overjoyed. Hachi then states that he too recommends Orihime to not fight, despite Tsubaki's restoration as he notes that since her powers are similar to his, her powers are not suitable for fighting (especially against the Arrancar). Hachi asks if she still want to fight in spite of this. Orihime says she does, to which Hachi tells Orihime that it is fine and to keep in mind that there may be a way yet as Orihime had not mastered her powers. Orihime leaves the Visored's warehouse and finds Rukia waiting outside the barrier. Orihime tries to explain everything, but Rukia tells her to not tell her anything as she had noticed a bit of Ichigo's Reiatsu and is satisfied knowing that Ichigo is safe. The two then head out.
Birth of an Arrancar
All the while in Hueco Mundo, Yammy Llargo is having his arm reattached at Las Noches by an Arrancar surgeon. As the surgeon is finishing up, Ulquiorra Cifer comes in. Asking what Ulquiorra wanted, Yammy's question is ignored as Ulquiorra remarks on how it was a good thing that he brought back Yammy's severed arm as Yammy is now healed. Yammy complains on how he wished his body healed itself like Ulquiorra's eyeballs do and that his arm would rot because the process was taking too long. Ulquiorra tells Yammy to not complain, explaining that he would have been kicked out of the Espada like Grimmjow, had his arm been completely destroyed as well. With the procedure completed, the surgeon asks Yammy if his arm was like the way it was before. Yammy responds by smashing the surgeon's head, remarking on how it was not exactly the same because it should have split right through the surgeon's body. Ulquiorra then takes Yammy along to a meeting of the Espada called by Aizen.
As the meeting is just about finished, Ulquiorra asks on the status of the Hōgyoku's awakening. Aizen answers him that it is right on schedule at 50% (at least according to Soul Society). Aizen then speaks about a discovery that he imagines that those who have not held the Hōgyoku in their hands or even Urahara understood: by releasing the "sleeping" Hōgyoku from its 'prison' and temporarily uniting with it with someone who has higher than captain-class Reiatsu, the Hōgyoku can briefly be used as if in its fully awakened state. He demonstrates this and creates the Arrancar: Wonderweiss Margela. Aizen then orders Ulquiorra to put a plan that he had discussed with him into motion, allowing Ulquiorra to handle the details of who to gather. He also asks Grimmjow to go.
Ichigo Kurosaki begins his training to gain control over his Hollow powers. Ishida regains his Quincy powers. Orihime's Tsubaki is restored and she goes to further train with Rukia. The Arrancar, Wonderweiss Margela is created. Sado & Renji are training with each other to strengthen themselves. In addition, Aizen's true objective revealed and the Shinigami situated in the living world train themselves. The third incursion of the Arrancar Invasion is set into motion as Luppi, Grimmjow Jaegerjaquez, Yammy, Wonderweiss and Ulquiorra move out.