All Lieutenants Annihilated! The Terrifying Demonic Beast

Jūshirō Ukitake calmly deflects Lilynette Gingerbuck's repeated charges and even bats away her immature green Cero, warning her to retreat or die while Shunsui Kyōraku keeps Coyote Starrk occupied. Nearby, Tier Harribel's three Fracción fuse their left arms to summon a towering beast they call Ayon. The creature blurs forward and rips into Rangiku Matsumoto's side, dropping her, and when Momo Hinamori tries to catch and heal her, a single punch shatters bones throughout Momo's body.

Izuru Kira and Shūhei Hisagi arrive to help, Kira cushioning the wounded lieutenants with Kidō while Hisagi wraps Kazeshini around the monster's neck. Hisagi sends Izuru to heal the fallen and hide them, then squares off against Ayon alone. He slams the beast into the ground and assumes its weakness is Kidō, but Ayon twists its head fully around, shrugs off the assault, tears free of the chains, and crushes Hisagi in its fist.

Tetsuzaemon Iba tries a stealthy approach, only for a hidden eye behind Ayon's horn to blast him with a Cero. The beast hurls Hisagi aside without killing him and advances on Kira, who needs just a little more time to finish healing Rangiku. Blood then rains from a gaping hole punched through Ayon's chest, and Captain-Commander Genryūsai Shigekuni Yamamoto stands between the monster and Kira, remarking that being drawn to the front lines is inexcusable.

Harribel's Fracción combine to create the chimera Ayon. Ayon critically wounds Rangiku, Momo, Hisagi, and Iba in quick succession. Hisagi and Kira attempt to hold the beast off while protecting the injured. Yamamoto arrives, blasting a hole through Ayon's chest and taking the field personally.

Part of the Fake Karakura Town arc, this episode adapts Chapters 336 and 337. Its opening theme is Shōjo S and its ending is Kimi wo Mamotte, Kimi wo Aishite. It aired in Japan on June 23, 2009, and in English on October 9, 2011. The closing Shinigami Zanpakutō Introductions segment has Hisagi describe Kira's Wabisuke, which doubles the weight of whatever it strikes, joking that its grim nature explains Kira's fondness for drinking.