At the Urahara Shop, Ichigo, Uryū, Sado are sitting at a table silently, as Orihime assesses the condition of Nozomi Kujō. She stirs in her sleep, much to Orihime's surprise, as Uryū informs her of her whereabouts. He reassures her, stating that they are in a safe location. As Nozomi attempts to get up, Orihime tells her not to over-exert herself, as Kon appears, asking if she is alright.
Shunsui Kyōraku meets up with fellow captain Jūshirō Ukitake, whereupon they discuss in private how the incident seems too planned out to be believable. Ukitake asks him what they should do next, to which he suggests that they go through the events from the start. He recalls Genryūsai Shigekuni Yamamoto informing the other captains during a meeting of the return of Kenpachi Zaraki and Mayuri Kurotsuchi.
In Karakura Town, Nozomi Kujō wanders listlessly around the town, with Kon in close pursuit. He asks her where she is going, to which she states that she doesn't know. He berates her for walking around without knowing where to go, to which she throws a rock at Kon, pummeling him into a nearby tree. He shouts at her avidly, prompting Nozomi to say that she has a place to go to, but doesn't know the exact location.
Ichigo Kurosaki, Yasutora Sado and Orihime Inoue run throughout Karakura Town. Orihime confirms that she sensed the reiatsu of Rukia Kuchiki, as Ichigo heads out to assist them. However, she tells him to search for Nozomi Kujo, stating that she will go to the river. Ichigo agrees to this, prompting Sado to volunteer to stay by her side, as they split up. Meanwhile, Kon is still leading Nozomi to the mountain shrine, as she asks how long the journey will take.
Unohana and her imposter engage in a kido conflict, with Unohana escaping. The Fake Kyoraku and Ukitake are unable to defeat the head captain, who criticizes their claim that they retain their pride. Fake Unohana arrives and heals their wounds, revealing their strategy to exhaust the head captain. Elsewhere in Seireitei, Byakuya is stopped by the Fake Hitsugaya, and the two unleash their bankais in a brief battle. Byakuya asks the imposter why someone would fight for Inaba, and Fake Histugaya claims that he want to protect some one, whom the original also want to protect but the original one does not have the power to do it,which he has. Byakuya criticizes his motives and eventually manages to defeat him, though narrowly escaping Hitsugaya's Hyoten Hyakasso. Back in the living world, Ichigo asks Urahara to send him to Soul Society. He is advised not to go due to his declining spirit energy. However, Nozomi steps up and reveals a type of healing kido that restores some of Ichigo's lost spiritual power. He then proceeds with heading to Soul Society, where Inaba meets with Nozomi's unconscious soul claiming she will return.
Ichigo enters the Precipice World and heads toward Soul Society. Byakuya kills fake Hitsugaya and moves forward, where he encounters fake Byakuya. While in a bamboo forest, Kenpachi is attacked by Soi Fon and the Punishment Force. He easily defeats all of Soi Fon's forces. Ichigo reaches Soul Society where he encounters Inaba. Elsewhere Hitsugaya is confronted by fake Hinamori. Despite knowing she is an imposter, Hitsugaya cannot bring himself to kill her. The real Hinamori seems to appear and attacks her Reigai. After tricking Hitsugaya into saving one of them, they reveal that both of them are Reigai and cut him down. Yoruichi then appears and defeats both of the Reigai, saving Hitsugaya. Meanwhile, Soi Fon attacks Kenpachi, but Komamura interrupts and challenges fake Soi Fon. As Ichigo arrives in Soul Society, he is attacked by Inaba, who explains that Ichigo's lack of purity makes him an erasable anomaly. Inaba then uses his zanpakuto to trap Ichigo in the Precipice World.
Byakuya confronts his false counterpart, originally struggling until he releases his bankai. Meanwhile, Komammura is having difficulty dealing with fake Soi Fon, whose speed and abilities seem to outmatch his. In a desperate final attempt, both he and fake Soi Fon clash with their bankais, and the battle ends in a draw. Elsewhere, a frustrated Head Captain Yamammato releases a powerful wall of fire, seemingly engulfing the imposters that were challenging him. In the World of the Living, Ichigo's friends express concern when Urahara tells them he cannot detect Ichigo's spirit energy.
Hitsugaya and Kenpachi arrive at Inaba's base of operations. They engage him in combat, and Inaba reveals his Zanpakutō can record attacks in the Precipice World and fire them back at the opponent. As Inaba gains the upper hand, Yoruichi and the captains arrive, aside from the head captain and Mayuri. Inaba summons the remaining Reigai, and a brawl between the originals and the fakes ensues. At first the captains and Yoruichi are able to overpower Inaba and his forces. However when they lose the upper hand, fake Mayuri slashes Inaba, revealing he switched places with the imposter. Elsewhere, Ichigo is rescued in the Precipice World by a mysterious figure.
Ichigo awakens at Urahara's shop, mystified as to how he was rescued. Urahara tells him that there are several ways to escape the restrictive current but none to escape the cleaner so it is unknown how Ichigo escaped. Elsewhere, Mayuri uses his zanpakuto to drug Inaba. Inaba then summons fake Isane and attacks her. At Urahara shop, Rukia then explains Project Spearhead to the rest of the group in which mod souls were used. Inaba then takes the soul candy from the Reigai and swallows it, resulting with Inaba being rejected from his body and the Reigai taking the effects of the drug. Inaba then ressurects most of the defeated Reigai, unleashing their true strength and revealing his backstory as the one who created mod souls. The episode ends with Nozomi admitting she was the first mod soul.
Renji reports to the head captain and informs him that the captains involved in the brawl with Inaba have not been heard from. The head captain states that only the soul reapers in the Living World and Ichigo's group are prepared for battle. He then speculates several hollows may have gathered due to the spiritual disturbance. When Ichigo and Rukia leave Nozomi's company to deal with a hollow, she leaves the house and goes for a walk. Nozomi herself is then attacked by a hollow, and Kon arrives to defend her. After the hollow easily deals with them both, Nozomi's frustration releases a bout of spiritual pressure, and she regains her zanpakuto and soul reaper abilities, defeating the hollow.
After regaining her zanpakuto and reaper abilities, Nozomi decides that she wants to help defeat Kageroza, but is met with opposition from Ichigo and the other soul reapers since she cannot remember her zanpakuto's name or it's power. Ichigo, Chad, Ishida and Rukia decide to help Nozomi awaken her zanpakuto's dormant powers through the same rigorous training that Ichigo underwent to awaken his. Meanwhile, Kageroza orders the fakes of Byakuya, Hitsugaya, Zaraki, and Komamura to infiltrate the Living World. While traveling through the Precipice World, they fall into a trap set by Urahara and are separated when they finally do reach the Living World. To buy Nozomi more time to awaken her zanpakuto, Ikkaku and other soul reapers battle with the captains from the Invading Army. Yumichika tells Ichigo and the others that they won't awaken Nozomi's zanpakuto if both sides keep holding back. After Ichigo throws a Getsugatensho at Nozomi, she finally remembers her zanpakuto's name, Arazomeshigure, which seemingly swallows up all of Ichigo's zanpakuto's spiritual pressure.Ikkaku, who was fighting fake Zaraki, looks like he is about to be delivered the finishing blow when Nozomi arrives and seemingly obliterates fake Zaraki with her Arazomeshigure.
Nozomi's Zanpakuto breaks in the midst of trying to protect Genryusai from Kageroza's attack. As Ichigo and Kon try to save Nozomi from being taken away, Kageroza reveals to everyone that he and Nozomi were created by the same reishi of another shinigami. Inaba defeats everyone while Nozomi and Kon run away. Nozomi sadly binds Kon to a rock with kido and runs away without him. Ichigo is seen still conscious and struggling to catch up with Nozomi. Nozomi is found by Inaba, who falls due to a loose rock on a slope. Ichigo finally catches up and defeats Inaba with a Getsuga Tenshou, only to discover that it was a clone of Inaba created by his zanpakuto' special ability. Inaba knocks Ichigo out in one swipe and knocks Nozomi out and proceeds to leave the world of the living with her. Kon, still binded to a rock tries to follow them but is too late. He is seen crying Nozomi's name while Ichigo's shihakusho turns white.
Inside the Precipice World, Rukia and the others act as decoys to draw away the Reigai's attention while Ichigo, Urahara, and Kon break into the Seireitei. As they search for Kageroza's laboratory, Urahara makes an attempt to restore Ichigo's lost Shinigami powers by creating a mod soul candy, but is discovered by the Reigai of Nemu and Nanao. At last minute before an explosion, Ichigo breaks the glass containing the candy and consumes it. However, as stated by Urahara, the candy was incomplete, making the balance between Ichigo's shinigami and hollow powers unbalanced. While escaping, the three are ambushed by the reigai captains, but are saved when Yoruichi and the originals appear, ready to fight.
The captains and lieutenants of the Thirteen Court Guard Squads thought to have fallen in battle return to fight the Reigai. Meanwhile, Ichigo’s spirit energy and Hollow powers continue to grow unstable, forcing him to rest for the time being while Urahara and Kon continue there investigation on Inaba. Urahara and Kon later find out about Yushima Okouyo, the shinigami who created Inaba and Nozomi. When visiting Yushima's cell in the Maggot's Nest, they get attacked by the reigais of Soi Fon and Omaeda, but are later defeated by Urahara. The two visit Yushima's cell, only to find him unresponsive, leading Urahara to conclude that Yushima will never gain consciousness. Meanwhile, Ichigo's hollow side finally takes over and escapes the building he was in.
Urahara deduces where Kageroza's other lab might be, and he and Kon head to that location, only to be halted by a reigai of Kisuke. As Urahara battles his reigai counterpart, Kon dashes down into the lab, where he promptly tries to awaken Nozomi inside her capsule. She does awaken and at first insists that Kon escape, but after seeing his persistence, and his devotion of trying to save her, whom he considers a friend, she tries to help Kon restore Ichigo's Spritual Pressue. Before Ichigo's soul capsule can be created however, reigai Nemu appears and stops the transfer. Immediately afterward, the fusion process is complete. Hollow Ichigo defeats the members of Squad 8 and is about to destroy the reigai of Ise when the fused Yushima appears before him.
Yushima's Zanpakuto stabs Hollow Ichigo, and within his own consciousness he can see Nozomi inside Yushima's as well. Nozomi calls out to Ichigo, but before he can do anything to help her, Yushima regains his will and attacks him, causing his Hollow-self to break apart. Now powerless once again, Ichigo is left to watch as his friends attempt to overpower Yushima. But no matter what they try, he finds a way to break through it. Yushima has reigai-Nemu bring him something that will help the fusion become permanent, and when she arrives, she unexpectedly kicks him backward. It is revealed that Kon was helped by Urahara and Mayuri by placing his Soul Candy into that of the reigai. Kon gives Ichigo a complete gikongan which he takes, and it restores his Shinigami powers. He prepares to unleash his bankai against Yushima. Meanwhile, Byakuya has deduced that the reigai do not sacrifice themselves to attack the originals when they are all together, as it goes against what they and Yushima believe in. The originals join forces against the reigai to protect the Soul Society.
As the captains and lieutenants battle it out with the Reigai, Ichigo uses his restored powers to fight the fused form of Inaba and Nozomi.
Gradually losing his temporarily restored powers, Ichigo struggles against a hollow, but is saved by Rukia. The shinigami in charge of Karakura town, Kuramadani Zennosuke interrupts their conversation, yelling at them to stop doing his job. The next day, Rukia is instructed a mission by Ukitake to prevent Ichigo from fighting because of the fast rate of his disappearing spiritual powers. That night, Ishida and Rukia save Ichigo from a hollow and tell him to rest, much to his dismay. The next day, Ichigo takes Rukia and his friends to an ice skating rink, since he saw Rukia staring at the place a lot. Fireworks from a nearby amusement park begin to shoot up in the sky, ending the day on a happy note. While walking home, Ichigo senses a giant hollow and goes to his shinigami form, before being stopped by Rukia. Ichigo once again struggles against the giant hollow as his powers begin to fail him. Rukia saves him, leaving Ichigo to question if he was getting in her way. Rukia replies with a heartwarming speech about their friendship. Ichigo requests for Rukia to freeze the hollows legs, and he fires his "last getsuga tenshou," destroying the hollow. Ichigo, exhausted, has a brief conversation with Rukia before he is told to rest. Ichigo wakes up in his human body, in his room, with his friends surrounding him. Ichigo takes note of his disappearing powers, and asks to go outside. Outside, Ichigo notices that he can barely sense spirits anymore and even Rukia's presence is disappearing. The two say goodbye and have a brief conversation before Rukia begins to disappear from Ichigo's sight. After Rukia fully disappears, Ichigo thanks her.
Aizen leads Tosen, Gin, and the Espada as they invade the World of the Living. Aizen?s real objective is to annihilate Karakura Town to create Ouken, the royal key and take the Soul Society by storm.
Below the Fifth Tower, Sado and Renji battle it out with a giant Hollow. But then, the sandman Batticaloa arrives to the scene. Batticaloa?s body is made of sand, so Sado and Renji have a hard time inflicting any damage on him.
While Orihime is watching Ichigo and Ulquiorra?s battle from the sidelines, Loly and Menoly appear before her. They learned that Orihime is no longer of any use to Aizen, and they want to seize this opportunity to defeat her.
Uryu rushes to stop Yammy from attacking Orihime. Ichigo is surprised, but Uryu charges at Yammy without hesitation. Uryu notices that Ichigo, concerned about Orihime, was not using the power of his Hollowfication?
Ulquiorra?s sword release, Murcielago, is too strong for Ichigo and every swift attack further injures him. Even when he fires Getsugatensho with all of his remaining power, Ichigo is unable to wound Ulquiorra.
When Orihime and Uryu make it to the top of the dome, they see Ichigo collapsed in front of Ulquiorra. Orihime?s reaction is to rush over to Ichigo, but Ulquiorra tells her that it?s no use.
Rukia, Renji, and Sado are battling Rudobon and the soldiers he created. But then, another enemy appears before them.
Rukia, Renji, and Sado struggle against the giant Yammy.
Hitsugaya is doing everything he can to counter Halibel?s sword release, Tiburon. Halibel says she will win against Hitsugaya to avenge her Fracci
While Hitsugaya and Halibel?s battle looks to be coming to a close, Omaeda and Soi Fon fight against Barragan.
The battle between the Soul Reapers and the Espada becomes more and more tense. Soi Fon and Omaeda find themselves in a bad situation against Barragan?s Respira.
Kyoraku and Stark are both fighting defensively in their battle. But Stark?s expression changes when he spots Hitsugaya and Soi Fon?s Bankai.
Kyoraku is in a pinch, and Ukitake, who had been watching the battle, steps in.
The Soul Reapers find themselves in hot water against Fura and Wonderweiss when the Visoreds, led by Shinji Hirako, make their appearance.
Hisagi joins Komamura to battle Tosen in hopes of bringing his former captain back to his senses. Meanwhile, the other Soul Reapers form an uneasy alliance with the Visoreds...
Barragan appears to be defeated by the combined efforts of Hachigen and Soi Fon. But the two are shocked to find Barragan forcing open Hachigen?s Shiju Saimon barrier.
Stark shows no sign of getting serious in his battle against Love and Rose. Lilinette begins to mindlessly fire at the two Visoreds without Stark?s permission. But her attacks prove to be ineffective against the two...
Stark splits his own soul and shapes it into packs of wolves and launches them against Love and Rose. Preparing to deliver the finishing blow, Stark is caught off guard by Shunsui, who suddenly appears out of Stark?s shadow.
Las Noches. Long ago, Apache, at the time still an Adjucha-class Hollow, was hunted by other Hollows when Halibel saved her life. Apache soon joins Halibel?s group consisting of Sun-Sun and Mila Rose.
With the Espada gone, the Visoreds are now able to confront Aizen.
Ichigo goes up against Yammy. Rukia notices that Ichigo is acting strange following his battle with Ulquiorra and shows her concern for him.
Ichigo wakes up to find himself in the middle of a desert. Sitting next to a confused Ichigo are Uryu, Orihime, and Chad, all dressed in an Arabian style.
Kenpachi overcomes Yammy?s monstrous size and tough exterior to land a clean blow against the Espada. Meanwhile, Ichigo uses Garganta to return to the World of the Living.
As he holds a dying Hiyori, an enraged Hirako readies himself to confront Aizen in battle. Meanwhile, Hisagi and Komamura battle Tosen in a desperate attempt to bring their former ally back to his senses.