Flower and Hollow

After confirming his sisters are safe, Ichigo sets out to find Uryū amid a Hollow-infested Karakura Town. At the high school, Orihime spots the Hollow Numb Chandelier and tries to steer Tatsuki and Chizuru to safety, but the creature strikes first. Its Bulb Scatter seeds infect Chizuru and dozens of students, turning them into puppets forced to attack one another. Tatsuki charges in to protect her friend and is herself possessed after biting down on the Hollow's tentacle, ending up controlled and lashing out at Orihime.

Watching her closest friend weep while under Numb Chandelier's control, Orihime recalls how Tatsuki stood by her after her hair was cruelly cut as a child, and resolves to protect her in turn. Her hairpins flare to life and separate into the six spirits of the Shun Shun Rikka, powers born from her own soul. Guided by Shun'ō, Hinagiku, Baigon, Lily, Ayame, and the abrasive Tsubaki, Orihime learns to raise the shield Santen Kesshun, heal Tatsuki with Sōten Kisshun, and finally bisect Numb Chandelier with Koten Zanshun before collapsing from the strain.

Urahara arrives to collect the exhausted Orihime and the injured Chad, later filling them in on Shinigami, Hollows, and their own awakening powers. Meanwhile, Uryū continues cutting down Hollows lured by his bait, finding he can no longer fell them in a single shot, and Rukia is rescued by Kon in Ichigo's body. Ichigo at last arrives to save Rukia, Kon, and Uryū, and squares off against Uryū to settle their duel.

Numb Chandelier possesses students, Chizuru, and Tatsuki with its seeds. Orihime awakens the Shun Shun Rikka and uses Santen Kesshun, Sōten Kisshun, and Koten Zanshun to heal Tatsuki and destroy the Hollow. Urahara rescues Orihime and Chad and begins explaining their powers. Uryū notices his strength waning, and Ichigo arrives to confront him.

The episode adapts material from chapters 40 through 45 within the Agent of the Shinigami arc, and marks the debut of Orihime's Shun Shun Rikka. It aired in Japan on December 28, 2004, and in English on December 2, 2006. Notably, the anime changes Shun'ō from male to female for this and all later appearances, and tones down much of the manga's blood and injury.