In the Seireitei, as 12th Division Captain Mayuri Kurotsuchi presses dozens of keys, several gauges fill up, and pipes expel steam. Continuing to type, Mayuri leans toward his computer as he notices something and puts his finger to the screen. As electricity crackles from the system, Mayuri turns around and watches as a flower-like machine emerges from the ground and opens to reveal a vial. Appearing next to the flower with Shunpo, Mayuri states he has completed it.
Laughing, he picks up the vial. When the electricity goes out, Mayuri demands to know who is there. As he looks around, a scythe-wielding figure appears behind him and slashes through him. As Mayuri stumbles, the vial drops from his hand and falls to the ground, losing its glow. Looking up, Mayuri sees a massive machine and wonders what it is. Calling out to him, 12th Division Lieutenant Nemu Kurotsuchi runs up to him and asks if everything is alright.
When Mayuri demands to know who she is, she expresses confusion and begins to approach him. Telling her to stay back, Mayuri says she came here thinking she would apprehend him and runs out of the room as Nemu calls after him. Running through the hall, he trips and falls as Nemu asks what is wrong. Screaming in horror, he tells her to stay away and runs to his computer. As he turns around and tells her to stay away, the scythe-wielding boy smiles as the vial glows in his hand.
When the power comes back on, Mayuri backs away in confusion as someone stares at him from an alcove. As the system crackles with electricity, Mayuri grabs his Zanpakutō and releases its Shikai, Ashisogi Jizō, as Nemu appears behind him and grabs him. As she asks what he is doing, Mayuri tells her to let him go. Slashing at the air in front of him, he breaks free and stabs his Zanpakutō into his computer. As several loud pops are heard, a voice states abnormally high levels of Reiatsu have been confirmed inside of building seven of the SRDI.
As the voice says destructive activity has been detected on the top floor and an extremely dense cloud of Reishi is currently spreading throughout the area, dozens of Shinigami gather around the building. As the voice requests emergency assistance from all of the available Shinigami of each division, 6th Division Lieutenant Renji Abarai runs up to 9th Division Lieutenant Shūhei Hisagi and asks what this is all about.
As Hisagi states he does not know, a white substance oozes from the clouds above and coalesces into a snake crackling with electricity, which attacks the Shinigami below. As more snakes form and attack, creating blobs of white ooze everywhere they strike, Hisagi tells the Shinigami to retreat as Renji wonders what the snakes are. As they move away with Shunpo to dodge an attacking snake, 7th Division Lieutenant Tetsuzaemon Iba tells the others to get back and destroys the head of one of the snakes.
Continuing to slash at the snake, he is enveloped by the ooze. As the Shinigami flee from the spreading ooze, several SRDI members surround Mayuri. As one of them begs him to put down his sword, Mayuri tells him to not come near him. Slashing at them, he demands to know what they are trying to do to him. As he pants, 11th Division Captain Kenpachi Zaraki greets him. Turning around, Mayuri slashes at Kenpachi, only for Kenpachi to block with his Zanpakutō.
As Mayuri continues to attack him, Kenpachi says he always wondered when Mayuri would finally lose his mind. Screaming, Mayuri leaps back and activates his Bankai, Konjiki Ashisogi Jizō, which extends blades from its chest and attacks Kenpachi. Blocking, Kenpachi is forced back before being pushed out of the building. As several snakes approach, a grinning Kenpachi sees Konjiki Ashisogi Jizō become covered with the ooze and wonders what happened before seeing the snakes coming at him. Slashing them away, Kenpachi is dragged down by the encased Konjiki Ashisogi Jizō.
As the ooze swells up from where Konjiki Ashisogi Jizō hit the ground, Kenpachi lands and becomes stuck in the ooze. Calling it a nuisance, he looks up as several snakes crash down on him. As the ooze pours through the streets, more snakes rise from it and crash into sections of the Seireitei. As the Shinigami run away, the snakes move toward the center of the Seireitei. Running down the stairs, Rukia Kuchiki wonders what is going on.
Putting a piece of paper in her shihakushō, she begins to run before hearing a girl's voice stating she cannot go. Turning around, she put her hand on her Zanpakutō and demands to know who is there. As she begins to draw her Zanpakutō, a girl rises up from the ledge in front of her. Floating in front of Rukia, she says they came to erase her existence. As she moves away, the scythe-wielding boy appears behind her. As she turns around, he slashes through her.
As Captain-Commander Genryūsai Shigekuni Yamamoto, 4th Division Captain Retsu Unohana, 8th Division Captain Shunsui Kyōraku, 13th Division Captain Jūshirō Ukitake, 7th Division Captain Sajin Komamura, and their lieutenants and 3rd Seats watch the ooze spread, the snakes attack more Shinigami and destroys several buildings. As 6th Division Captain Byakuya Kuchiki watches this as well, the girl and scythe-wielding boy appear on top of a building, with the boy carrying Rukia under one arm.
Crouching down, the girl states it serves them right and she hopes every Shinigami dies. Saying all the Shinigami have ever done is take and all the two of them have ever done is lose, the boy drops Rukia, whose pupils have grown larger. In the Human World, as Ichigo Kurosaki looks out of his window, he senses something. As he states something seems odd tonight, Kon looks at a piece of paper. When Ichigo asks what is so fascinating, Kon reveals he is reading a letter which Rukia left behind.
As he says he has no idea what is written because it is in some kind of code, Ichigo takes the letter and states he will take a look. Saying it is a bunch of gibberish, he asks if the drawing she provided is her clue and states it is ridiculous. When he tosses the letter away, Kon grabs it and tells Ichigo he needs to treat Rukia's message with more respect. When he says it could be something important, Ichigo tells him to not be stupid and asks who this "Rukia" person he keep referring to is.
Expressing surprise, Kon asks what he is talking about and states Rukia is Rukia. When he asks if Ichigo has lost his mind, Ichigo says Kon is the one who has lost his mind and states he is tired. As he says he will call it a day and turns off the light, Kon tells him to wait a minute and states he is not done here. As he says Ichigo cannot just ignore this, Ichigo knocks him off of the bed, sending him flying into the corner.
Lying down and closing his eyes, Ichigo sees Rukia and recalls the time he spent with her. Remembering how he saved her from her execution and how she gave him her Shinigami powers, Ichigo bolts up. Stating he remembers, Ichigo turns the light on and tells Kon to wake up. When Kon tells him to leave him alone and asks what he wants, Ichigo takes the crumpled note from him and looks at it.
Saying he remembers, Ichigo states he has gotten messages like this from Rukia before, and the drawings were used to decipher the code. Reading the decoded message out loud, he says Rukia is returning to Soul Society to take care of some business, and she will be back in a few days. As Kon looks at him, Ichigo expresses confusion. At the Urahara Shop, Ururu Tsumugiya gives Ichigo a cup of tea, which he thanks her for.
As a blushing Ururu takes the plate and leaves the room, closing the door behind her, while Jinta Hanakari watches, Kisuke Urahara states Ichigo wants to know about someone, whose name he does not recognize. When Ichigo says her name is Rukia Kuchiki, Urahara pretends to recognize her before asking who she is. When Ichigo asks what he is talking about, for Rukia is one of his best customers, Urahara asks if he is sure about this, for the name is not familiar to him.
Pulling out his customer list, Urahara states there is such a name on the list. As Ichigo says he told him, Urahara apologizes and states he really does not recall any such person. As Ichigo wonders what is going on, Kon says he does not know and reminds Ichigo he forgot who Rukia was for a period of time. As Ichigo states something may have happened to Rukia, Urahara says he is not sure if this has anything to do with Rukia, but something incredible happened in the Seireitei last night.
As Urahara reveals Mayuri went crazy and destroyed his own lab, Jinta, Ururu, Yoruichi Shihōin, and Tessai Tsukabishi listen outside the door as Urahara states a massive amount of Reishi was released as a result, and a third of the Seireitei has been heavily damaged. Saying he is wondering if the two situations are somehow connected, Urahara states it could explain why their memories are being affected, for they may be under attack.
As Ichigo expresses surprise, Urahara asks what his relationship is with Rukia. When Ichigo asks if this is important, Urahara stares at him. When Ichigo says she is a very close friend of his, Kon climbs up to his shoulder and tells Urahara to help them. As he states they are wasting time and need to go to Soul Society, Ichigo grabs him by the head and pulls him off. When he asks Urahara to open the Senkaimon, Urahara agrees to do so.
In the Seireitei, 1st Division Lieutenant Chōjirō Sasakibe approaches Yamamoto and reports the unusual leakage of Reishi has finally settled. Saying they have begin investigating, Chōjirō states each of the Gotei 13 has begun deploying inside of the grounds. As a hole opens in the sky, Ichigo and Kon fall out. Screaming, they plummet towards the ruined section of the Seireitei, creating a small dust cloud on impact.
As the dust clears, Ichigo coughs as a screaming Kon lands next to him and is propelled away. Spinning several times in midair, he hits a pillar of the solidified ooze and slides down it. Saying he hates this, he sees a screaming face in the ooze and realizes the pillar he hit was an arm, prompting him to run around screaming and calling for Ichigo. When Ichigo appears, Kon tells him to look at this, for it is terrible.
As Ichigo agrees, Kon wonders what happened here and sees a wall composed of the ooze and trapped Shinigami. Telling Ichigo to look, he wonders what kind of joke this is. When Ichigo states it is not a joke, Kon asks if he thinks everyone has been killed. As Ichigo says it does not look good, Kon asks if Rukia is alright. Stating he does not know, Ichigo tells him to stay quiet and says they will try to find her. Moving around a corner, they see a mountain of solidified ooze.
Meanwhile, 2nd Division Lieutenant Marechiyo Ōmaeda and several Shinigami guard one of the four gates. As the boy and girl appear with Rukia, the girl notes they have troops in front of the gate. As the boy states it is too bad for them, Ichigo and Kon approach a group of Shinigami. When Ichigo sees Hisagi and begins to move forward, Kon asks if he knows him. Saying he is a familiar face, Ichigo calls out to him and asks what happened here.
The girl tells the boy to do it, prompting him to shake his scythe, which has the vial attached to it. As the vial glows, electricity crackles in Mayuri's lab. As Ichigo walks towards the Shinigami, the ground rumbles as a ball of ooze floats into the air before turning into a snake. As the snake flies towards them, the Shinigami wonder what it is as Hisagi tells them to get ready. As the snake attacks, Hisagi uses Bakudō #62. Hyapporankan, which embeds itself in the snake.
Continuing to move unhindered, the snake crashes into the group of Shinigami and moves towards Ichigo. Activating his Bankai, Tensa Zangetsu, and donning his Hollow mask, Ichigo cuts the snake in half with a Getsuga Tenshō. Crashing into the buildings behind him, the snake reverts to ooze before two more snakes emerge. As Ōmaeda states it is coming, the other Shinigami run away in fear.
Telling them to come back here, he runs away as the snakes crash into the gate, blowing it off of its hinges. As the door crashes into the buildings on the other side, the boy and girl appear with Rukia before the destroyed gate. As the boy says their future with Rukia awaits them, the girl states they will go and walks forward. When Kon asks what the snake was and says it was weird, Ichigo agrees as several Shinigami surround them.
As Kon wonders why they are doing so, the Shinigami draw their Zanpakutō, prompting Kon to asks what is going on here. When Hisagi tells Ichigo to identify himself, Kon states he thought the Shinigami were Ichigo's friends. Removing his Hollow mask, Ichigo asks what the problem is and says his name. When Hisagi tells the Shinigami to seize him, Ichigo dodges several attacks before jumping in the air and launching a counterattack.
Landing on the back of a Shinigami, he proceeds to disarm and incapacitate five more before being confronted by Hisagi, who attacks him. When Ichigo blocks the attack, Hisagi slashes and stabs at him. As Kon asks how Ichigo's enemies treat him if these are his friends, Ichigo blocks another attack from Hisagi. Stating he does not want to fight him, he pushes Hisagi's blade to the side and leaps away. As Hisagi tells the Shinigami to stop him, Ichigo runs away.
As Ichigo runs through the corridors, Zabimaru crashes down on him, forcing him to block. Retracting the blade segments, Renji says he has caught him. Running up with several other Shinigami, Hisagi tells Renji to not let Ichigo get away. Pointing Zabimaru at him, Renji asks if he is responsible for all of this. When Ichigo asks if Renji recognizes him, Renji states he does not know what he is talking about and attacks him. Blocking, Ichigo tells Renji to stop messing around.
When Ichigo says he does not want to fight him, for he is his friend, Renji asks how he knows his name. Pushing Ichigo's blade aside, Renji slashes at him, forcing him to jump back. As Zabimaru cuts into the ground, Ichigo tells Renji to listen to him and states Rukia is in trouble. Saying he does not know anyone by this name, Renji asks who she is. Expressing surprise, Ichigo states he does not understand what is happening here and asks if Renji does not know Rukia.
Repeating the name, Renji recalls going to the Shin'o Academy with Rukia. When Ichigo says there is no way he could forget about her and tells him to try to remember, Renji tells him to shut up and stop babbling before extending Zabimaru towards him. As Zabimaru crashes into a building, Ichigo lands on top of a roof as Kon wonders what is going on around here. As Ichigo states this is what he would like to know, Renji jumps up and attacks him.
As Ichigo leaps away with Renji following him, Hisagi tells the Shinigami they will follow him. As Ichigo runs, Kon asks what they are going to do, prompting Ichigo to say they will run away for now. Landing in front of him, Komamura tells him to surrender. As Ichigo recognizes him, Renji, Hisagi, and the other Shinigami approach from behind. Telling Kon to hang on tight, Ichigo launches himself into the air with his Reiatsu.
Cursing, Komamura activates his Bankai, Kokujō Tengen Myō'ō. Seeing the enormous warrior, Kon tells Ichigo to get them out of there as Kokujō Tengen Myō'ō swings its blade at them. When Ichigo dodges, the blade crashes into the buildings below. As Ichigo looks down, Kon tells him to watch out, prompting him to move away in order to dodge the giant's hand. Reappearing, Ichigo fires a Getsuga Tenshō, which knocks Kokujō Tengen Myō'ō back.
As Ichigo continues to fire Getsuga Tenshō at the giant, Kokujō Tengen Myō'ō slashes at Ichigo, sending him flying away, before collapsing, forcing the Shinigami on the ground to run away. Elsewhere, Rukia wakes up and clutches her head. Looking around, she gets up and looks out of the window. Seeing she is in Rukongai, Rukia says she remembers this place and recalls helping Renji and his friends steal water by tripping their pursuer and helping them get away.
- Masakazu Morita as Ichigo Kurosaki
- Fumiko Orikasa as Rukia Kuchiki, Dark Rukia & Hisana Kuchiki
- Kentarou Itou as Renji Abarai
- Mitsuaki Madono as Kon
- Ryotaro Okiayu as Byakuya Kuchiki
- Shinichiro Miki as Kisuke Urahara
- Noriko Shitaya as Ururu Tsumugiya
- Akio Ohtsuka as Shunsui Kyoraku
- Aya Hisakawa as Retsu Unohana
- Fumihiko Tachiki as Kenpachi Zaraki
- Hisayo Mochizuki as Yachiru Kusajishi
- Hideo Ishikawa as Jushiro Ukitake
- Nobuyuki Hiyama as Ikkaku Madarame
- Jun Fukuyama as Yumichika Ayasegawa
- Katsuyuki Konishi as Shuhei Hisagi
- Miho Saiki as Rin Tsubokura
- Rie Kugimiya as Nemu Kurotsuchi
- Rintarou Nishi as Tetsuzaemon Iba
- Romi Park as Toshiro Hitsugaya
- Kaya Matsutani as Rangiku Matsumoto
- Satsuki Yukino as Yoruichi Shihoin
- Koki Miyata as Hanatarou Yamada
- the late Masaaki Tsukada as Shigekuni Yamamoto Genryuusai
- Tetsu Inada as Sajin Komamura
- Shouto Kashii as Marechiyo Oomaeda
- Ryusei Nakao as Mayuri Kurotsuchi
- Tomoko Kawakami as Sui-Feng
- Taro Yamaguchi as Chojiro Sasakibe
- Tohru Furusawa as Zabimaru
- Aya Hirano as "Young Sister"
- Hiroshi Kamiya as "Young Brother"
- Johnny Yong Bosch as Ichigo
- Michelle Ruff as Rukia & Dark Rukia
- Wally Wingert as Renji
- Quinton Flynn as Kon
- Dan Woren as Byakuya
- Debi Mae West as Hisana
- Doug Erholtz as Kisuke
- Wendee Lee as Ururu & Yoruichi
- Vic Mignogna as Ikkaku
- Brian Beacock as Yumichika
- David Lodge as Kenpachi
- Stevie Bloch as Yachiru
- J.B. Blanc as Sajin
- Karen Strassman as Sui-Feng
- Dan Woren as Chojiro
- Lex Lang as Marechiyo
- Liam O'Brien as Jushiro & Zabimaru
- Steve Staley as Toshiro & Shuhei
- Megan Hollingshead as Rangiku & Nemu
- Steve Kramer as Shunsui
- Kate Higgins as Retsu
- Laura Bailey as Rin & "Young Sister"
- Terrence Stone as Mayuri
- Neil Kaplan as Tetsuzaemon & Shigekuni
- Spike Spencer as Hanataro
- Richard Cansino as "Young Brother"
- In the movie, Kenpachi Zaraki stands in midair momentarily before being dragged down by Konjiki Ashisogi Jizo, despite not knowing how to use Hohō.
all information on Bleach movie 3 came from http://bleach.wikia.com/wiki/Bleach:_Fade_to_Black