Yoruichi Shihōin vs. Haineko & Tobiume is a fight taking place in the Zanpakutō Rebellion. It focuses upon the conflict between the former Head of the Shihōin Clan and the Zanpakutō of the Shinigami Momo Hinamori and Rangiku Matsumoto.
Yoruichi Shihōin takes Captains Shunsui Kyōraku, Jūshirō Ukitake, and Kenpachi Zaraki to the Zanpakutō Cave, alongside Ichigo Kurosaki. Whilst there, she informs them that the Zanpakutō have two entrances to their cave, and that they are standing before the first. The Shinigami then enter through the first entrance, as Yoruichi and Ichigo watch their progress into the lair of their enemy.
Before Ichigo can follow them, however, Yoruichi states that they will be using the secondary entrance. In the cave, the Zanpakutō are alerted to the presence of the Shinigami, causing Muramasa to smile. Yoruichi directs Ichigo through the secondary entrance, as they hop over stalagmites piercing through a body of water. Ichigo asks Yoruichi whether she thinks Byakuya Kuchiki is there also, to which she states that she doesn't know what he is planning.
This causes Ichigo to lose his footing, falling into the inlet. He emerges moments later as Yoruichi berates him, stating that losing his temper will not assist in bringing Byakuya back. She says it is possible that he could have something up his sleeve, before she is ambushed by Tobiume and ends up tangled in her bells. While she is immobilized, they proceed to run her through with their swords. Haineko wonders whether this is all the strength the former head of the Onmitsukidō possesses.
Yoruichi uses Utsusemi to evade their movements, in conjunction with Shunpo, to knock Haineko into a nearby wall. She appears before Tobiume, lifting her up with one hand. As Ichigo watches on, she tells him to go ahead, stating that the Captain-Commander takes top priority over everything else. He emerges from the inlet, propels himself off a stalactite, and moves away from them. After Ichigo leaves the vicinity, Yoruichi prepares to take on the two Zanpakutō spirits.
Haineko sends her ash hurtling at Yoruichi, who uses Shunpo to evade the attack. However, the ash proceeds to follow her, eventually enveloping her. Haineko believes that Yoruichi is done for, but she appears directly in front of the Zanpakutō spirit, kicking her away. Tobiume retaliates by sending a fireball directly at her, but she dodges once more. Haineko commends her fighting ability, as Yoruichi comments that she is going to experience difficulty in defeating the two of them.
Suddenly, Ichigo's Reiatsu reverberates throughout the cave as Tobiume wonders who it belongs to. Haineko states that she doesn't care, as their main focus is to defeat Yoruichi. She refutes this as their real goal, as Haineko once again releases her Shikai, the ashes swarming around the area. Yoruichi dodges the first attack, and attempts to knock her out. However, Haineko evades her attack, forcing Yoruichi back into the air. Haineko disperses her Shikai, cloaking the area, as Tobiume's fireball emerges from the murky depths.
Yoruichi seems rooted in place as a huge explosion occurs. However, Haineko remarks disdainfully that their attacks were unsuccessful, as Yoruichi attempts to flee from the Zanpakutō spirits. As Haineko prepares to pursue her, she falls into Yoruichi's trap, who releases Hadō #31 Shakkahō, which makes contact with her. Tobiume releases her Shikai, sending a fireball hurtling at the rock face and resulting in the roof collapsing in front of Yoruichi. She is then surrounded by Haineko and Tobiume, as Tobiume explains that they were ordered to stall for time.
Yoruichi releases Hadō #58 Tenran at her foes, the attack causing them to disperse. She uses this as a distraction and appears before a surprised Tobiume, using Bakudō #30 Shitotsu Sansen, which binds her to a nearby wall. Haineko prepares to apprehend her, but is subdued in a similar fashion. Yoruichi contemplates that she is absolutely certain that it was their role to separate them from Ichigo, and wonders what Muramasa is really after. As she thinks, she suddenly realizes what it is and uses Shunpo to move away.
Yoruichi arrives at Ichigo's location, and observes Muramasa redirecting Ichigo's attack towards Yamamoto's barrier. As the explosion ceases, she rejoins Ichigo and the other captains, as they await the outcome of Muramasa's planning.