As the battle between Rudbornn Chelute and Rukia Kuchiki, Yasutora Sado, and Lieutenant Renji Abarai inside Las Noches continues, Rudbornn creates more of his subordinates using Calaveras. Sado fires an El Directo at Rudbornn, who uses his subordinates to create a shield against the attack, claiming his powers have no limit.
Rukia tells Sado and Renji her plan: she’ll use Some no mai, Hakuren to freeze Rudbornn’s men, Sado will assault them, and Renji will kill Rudbornn with Hihio Zabimaru. When Renji uses Hikotsu Taih with Hihio Zabimaru against the now-vulnerable Rudbornn, Rudbornn generates more of his solders to halt the attack, forcing Renji’s Bankai to collapse. Rudbornn praises the effort and says he is safe because an infinite army can’t defeat him.
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Rudbornn is about to finish them off when he runs into Rukia’s ice. Rukia’s true aim, she says as his body slowly freezes from the ground up, was to divert Rudbornn’s focus from herself and his vulnerability. Rudbornn’s body is completely covered in ice as he curses at his enemies, and Yammy Llargo, angry but injured, rises to punch him.
Renji and Sado are taken aback by this outburst; the former immediately asks if this is the Arrancar about which Captain Tshir Hitsugaya warned them. Sado agrees, saying the Yammy they confront now is considerably bigger than the one he fought in Karakura Town. Yammy vows vengeance upon Ury Ishida, the man who vanquished him previously.
In the midst of this, a crimson Cero shoots through the dome and causes a massive explosion inside Las Noches. Ichigo, now in his Hollow form, tosses Ulquiorra to the floor.
Ulquiorra is asleep, with more than half of his body missing after the explosion. Uryu grabs Ichigo’s wrist as he approaches Ulquiorra, telling him to halt because the battle is over and trying to convince him that if he kills Ulquiorra he will no longer be considered Human. By thrusting his Zanpakut into Uryu’s stomach, Ichigo promises Orihime Inoue that she, too, will be safe.
Orihime feels responsible for Ichigo’s metamorphosis because she asked him to protect her, and she wonders why she continues to put her trust in Ichigo despite the various precautions she and her friends have taken.
While preparing to charge a Cero, Ichigo has his mask shattered when Ulquiorra appears from behind him and severs one of the Cero’s horns, forcing the Cero to disintegrate and transforming Ichigo back into a human. While Ichigo’s external wounds are healing, his internal organs, which were blown away in the explosion, will not.
Ulquiorra is taken aback as Ichigo’s Reiatsu pours out of his body and back in to seal the wound in his chest. As Ichigo comes to, he discovers his Zanpakut is currently residing in Uryu’s digestive tract, which fills him with dread. Ulquiorra yanks Tensa Zangetsu out of Uryu and demands that Ichigo use it to defeat his opponent.
Ulquiorra remains mute as Ichigo asks whether he is responsible for this and Ulquiorra’s grave injuries. Ury is concerned for Ichigo as he suggests that Ulquiorra sever his own limb and leg to level the playing field for the fight. Complying with the order, Ulquiorra’s body begins to burn up and turn to ash.
Ulquiorra, seeing he has no chance of coming back from this defeat, begs Ichigo to end the fight. When Ichigo declines and says he doesn’t want to win this way, Ulquiorra demonstrates his growing interest in Humans by lamenting the fact that Ichigo never does what he wants or expects, even at the very end.
Ulquiorra asks Orihime if she is afraid of him and reaches out to grab her, but before she can, Orihime says she is not afraid and tries to grab hold of Ulquiorra’s hand, which is now turning to ash. After she made the move, he realised what a heart was and began to think that the fragments of his hand actually represented one. Ulquiorra dissipates into the wind.