Nelliel's Past

While Nel battles Nnoitra, Tesra kicks the wounded Ichigo aside and seizes Orihime to keep them from interfering. Nnoitra sinks into memory. As an Espada, Nel routinely defeated him yet always refused his demand to fight to the death, telling him that combat requires a purpose and that she saw him not as a warrior but as a beast she felt no need to kill.

Humiliated by losing to a woman, Nnoitra grew obsessed. He maimed her two companions, Pesche and Dondochakka, tearing at their masks to force her hand. Enraged, Nel finally fought him in earnest and overpowered him, until she unknowingly triggered a trap laid by Szayelaporro. Striking at an illusion, she left herself exposed, and Nnoitra shattered part of her mask from behind and brought her down.

He then dumped her and her fallen friends off the roof of Las Noches, mocking her ideals to the last.

Spiritual energy bleeding from Nel's cracked mask caused her soul to shrink, reshaping her into a small child. Nnoitra laughed at the sight, declaring their duels finished for good. When Nel woke remembering nothing, Pesche quietly told Dondochakka that the Nelliel they knew was gone, and the two vowed to guard the new child with their lives.

Back in the present, Pesche stops holding back. He strikes Szayelaporro with his Infinite Slick, snatches back the captured dolls, and calls out Bawabawa so he can ride into battle. He explains they hid such things from Nel to keep her memories buried and her out of combat, but now that her will to fight has returned, they choose to stand with her. Meanwhile Nel, pushed to her limits, begins to release her Resurreccion.

Adapting chapters 294 and 295 of the second Hueco Mundo arc, the episode is built almost entirely around flashbacks that explain Nel's origin and her rivalry with Nnoitra. A Shinigami Illustrated Picture Book segment has Rangiku hush Isane outside a napping Hitsugaya's room, prompting a height comparison that leaves Isane resolving never to sleep again.