As Ichigo and Ulquiorra battle, Loly and Menoly find a golden opportunity to dispose of Orihime. Unable to defend herself, Orihime is attacked without remorse while a new enemy arises. Yammy breaks through the floor of the Fifth Tower as Ulquiorra's reinforcement. The combined attacks of Ichigo and Uryu all seem useless against Ulquiorra and Yammy.

Meanwhile, in the World of the Living, the mysterious Visoreds step onto the battlefield. Will they be friend or foe?