For this episode, Ichigo and Ishida are in the middle of a contest just to see who can defeat the most Hollows. Ichigo has been searching for Ishida, and finally finds him, telling him the contest is no longer about whom can defeat the most Hollows, but a personal fight between just the two of them. That's when Kon notices a crack in the sky while Ishida comments on how Hollows are gathering there. Ishida runs off to fight the gathering Hollows, calling himself "The Last Quincy". Rukia explains to a confused Ichigo about to extermainate the Quincys 200 years ago. We see Urahara begin to explain to Rukia about the balance between spirits in the human world and Soul Society. Rukia then relays the rest of the information she learned to Ichigo -- Quincys, unlike Shinigami, don't purify Hollows. The Quincy had not destroyed; it would imbalance which it could be results to the end of the world.
Ichigo, believing this to be Ishida's reason for fighting, goes to consult him about it. Ishida says that is not his reason for fighting. He fights for his sensei, which died right before his eyes. His sensei wanted to work with the Shinigami, but get refused every time he suggested it. He died while fighting five Huge Hollows because the Shinigami didn't show until it was too late. Ishida fights to prove the strength of the Quincys to the Shinigami. So, of course, Ichigo kicks him in the head and reminds him that his Sensei's wish wasn't to prove the Quincy's power to the Shinigami, but to combine the two powers together. As they fight the Hollows, Ichigo tell to Ishida that his mother is also killed by the Hollows. Ichigo says that he fights so no one will feel the pain his family felt after his mother's death.
Ichigo and Ishida can take care of what Rukia describes as "a gigantic Hollow said to be born when hundreds of Hollows pile atop each other and mingle" - a Menos Grande. Rukia goes to stop the two from fighting, but Urahara uses a binding spell, saying the fight is necessary for both Ichigo and Rukia. When neither Ichigo nor Ishida's attacks work, and Ichigo had thrown back, Ishida grabs Ichigo's zanpakutou to pull him back up. The spirit energy Ichigo is releasing flows through his sword and causes Ishida's bow to grow bigger. Ishida suggests for Kurosaki to "control [his] spirit power and increase it to maximum". However, Ichigo has no idea what he is talking about, saying that maybe his reiatsu (spirit force) is just always on full blast. Chad and Inoue are watching everything that is going on from a distance.