Connected Hearts! The Left Fist Prepared for Death!

Bleeding from a shallow cut, Ichigo charges Ulquiorra and the rematch begins in earnest. The Cuatro Espada steadily forces him onto the defensive, blocking his Getsuga Tenshō, slipping behind with Sonído, and running him through the shoulder before finishing the combination with a point-blank Cero. Ichigo weathers it without his Hollow mask, prompting Ulquiorra to acknowledge his growth and coldly declare that saving Orihime is meaningless now that she belongs with the Arrancar, a judgment Ichigo insists is not his to make.

Near the ruined outer wall, Renji and Chad hold off a swarm of weak Hollows, hampered by their inability to fight in sync. The desert then heaves as a massive sand guardian, resembling Runuganga, rises beneath them. Recalling that Runuganga was vulnerable to water they no longer have, Renji charges in with Zabimaru, only for the blade to sink into the creature like quicksand. Chad's Brazo Derecha de Gigante shields him from a Cero, but they cannot find a way to hurt the thing.

Meanwhile, Ichigo begins reading Ulquiorra's movements far better than in their first encounter, seizing his wrist and scoring a long cut across his chest. When he wonders aloud whether he is becoming more like a Hollow or Ulquiorra more like him, the remark visibly enrages the Espada.

Realizing the sand Hollow wears an ordinary Hollow mask despite its Arrancar-level Cero, Renji and Chad target that weakness. Renji releases his Bankai, Hihiō Zabimaru, and lays a trap: he has Chad attack with La Muerte as a distraction, then drives the serpent head through the creature's head to destroy it. He apologizes for using Chad as a decoy, and Chad admits he expected it, since Renji fights much like Ichigo. In the tower, Ulquiorra raises his Reiatsu and strikes at Ichigo's exposed back, but the blow is stopped by Orihime's Santen Kesshun, which cracks and shatters.

The episode adapts chapters 339 through 342, interleaving the Ichigo versus Ulquiorra rematch with the concluded Chad and Renji fight against Battikaroa and Rukia's separate clash with Rudbornn Chelute, who releases Arbol. Yammy Llargo stirs and mobilizes in his quarters, foreshadowing later trouble. The comedic Arrancar Encyclopedia segment has Gin trying to profile Rudbornn's Resurrección while Renji, Rukia, and Chad angrily demand he cover their own powers instead.