12th Division's New Captain, Urahara Kisuke

Urahara is formally welcomed as the new head of the Twelfth Division, though his casual arrival earns jabs from Shinji Hirako and a scolding from Yoruichi Shihōin before Captain-Commander Yamamoto opens the ceremony. At the barracks his subordinates give him the cold shoulder, and his lieutenant, Hiyori Sarugaki, greets him with open insults. Rather than bristle, Urahara answers in a way that signals his loyalty now lies with the division, which only deepens her resentment.

Hiyori's temper flares again and again as carts haul in his belongings and as he keeps stalling on new policies. When she challenges him to a bare-handed bout, she floors him with a single kick, yet she notices he deliberately let the blow land after starting to dodge, and she cannot work out why. That night Shinji explains that the previous captain, Kirio Hikifune, was like a mother to Hiyori, so patience is needed, and he warns Urahara not to change himself just to win people over.

As Shinji leaves, he casually exposes his own lieutenant, Sōsuke Aizen, lurking in the shadows, unsettling even Aizen with how long he has been watched. The next morning Hiyori discovers her captain has completely remodeled his quarters, and after another argument Urahara invites her to accompany him to the Nest of Maggots.

Kisuke Urahara is inaugurated as captain of the Twelfth Division. Hiyori Sarugaki openly rejects his authority, while nothing Urahara does earns her trust. Shinji Hirako reveals he has long been aware of Aizen watching from concealment. Urahara asks Hiyori to join him on a visit to the Nest of Maggots.

The episode belongs to the Turn Back the Pendulum arc and adapts Chapter -107. No fights take place, and the only technique shown is an unnamed Kidō cast by Aizen. A closing Substitute Shinigami Work Diary skit has Rukia outline the substitute badge before Ichigo dashes off after a Hollow and leaves Kon to be attacked by a teacher.