Beginning of Despair...Ichigo, the Unreachable Blade

A chunk of Ichigo's mask splinters away, and he reels at how much faster Ulquiorra has grown in his released form. Ulquiorra notes the mask holds longer than it did in their previous clash, yet still cracks with ease, before hurling a javelin of energy. Ichigo slips the first throw but a second tears into his right shoulder and flings him backward. Watching from within Las Noches, Uryu Ishida confirms the fake sky and reasons that Orihime is safe, though nothing is certain until Ulquiorra falls.

Goaded into pitting his own attack against his enemy, Ichigo fires a Getsuga, which Ulquiorra absorbs without a mark, dismissing it as merely human. He counters with his black Cero Oscuras, a blast that swallows Ichigo in shadow, shatters his mask again, and leaves him gravely wounded; the shockwave is felt clear inside Las Noches, prompting Orihime to beg Uryu to carry her up to the dome. Ulquiorra swats Ichigo into a pillar and lectures him that a human or Shinigami reaching for Hollow strength can never truly rival a Hollow. When Ichigo refuses to yield, the Espada's patience finally snaps.

Declaring that Ichigo knows nothing of real despair, Ulquiorra invokes his second release, Segunda Etapa, a stage even Aizen has never witnessed. As Uryu and Orihime near the summit, they feel a pressure Uryu likens to an ocean hanging over the sky. Ulquiorra batters Ichigo through tower after tower, effortlessly cracking each mask he forms, and muses that a soul only brings a human ruin. Ichigo insists he fights not because he wants to win but because he must, an answer Ulquiorra brands nonsense. Just as Orihime reaches the top, she finds Ichigo strung up by Ulquiorra's tail; ordered to watch, she pleads for mercy while a fresh Cero Oscuras punches a hole clean through Ichigo's chest.

Ulquiorra proves his released speed and power vastly outmatch Ichigo, shrugging off a Getsuga before demonstrating Cero Oscuras. Pushed past his limit by Ichigo's refusal to surrender, he activates his unique second release, Segunda Etapa, becoming the only Espada to achieve it. The episode ends with Ulquiorra blasting a hole through Ichigo's chest as Orihime and Uryu look on helplessly.

Drawn from manga chapters 346 through 348, the episode runs under the opening ChAngE and the ending Stay Beautiful. Its Arrancar Encyclopedia segment plays the reveal for laughs: Gin Ichimaru sets out to explain Ulquiorra's release Murcielago, but the lights cut out the moment the second form should appear, since Ulquiorra insists Aizen must see it first before anyone else does.