Ulquiorra's Scheme, the Moment when the Sun Sets!

 is the one hundred and fortieth episode of the Bleach anime.

The battles conclude as the Arrancar return to Hueco Mundo.

Summary
In Karakura Town, Kisuke Urahara skids back through the air with a smoking wound on his shoulder away from Wonderweiss Margela, who holds his hand out after firing a Bala from it, and admits that he has never seen this technique before inquiring about what it is called. Suddenly, Urahara is blasted from behind by a Bala from Yammy Llargo, who laughs maniacally and explains that a Bala is a projectile of hardened Reiatsu that trades the power of a Cero for twenty times its speed.

With Yammy firing several more Bala down at a fallen Urahara, who is engulfed by the dust cloud kicked up on impact, and reveling in the latter's inability to dodge them, Luppi Antenor sighs at Yammy having likely already killed Urahara even though he wanted to do so himself and turns his attention back to 10th Division Lieutenant Rangiku Matsumoto, 11th Division 3rd Seat Ikkaku Madarame, and 5th Seat Yumichika Ayasegawa, who are still wrapped up in tentacles of his Resurrección, Trepadora, and the former of whom he mocks for getting captured again so quickly after being rescued by Urahara.

After Luppi snidely admits there is nowhere for them to run while outnumbered eight to three anyway, an unamused Rangiku points out how much Luppi talks and asserts that braggarts like him make her sick, prompting an irritated Luppi to remind Rangiku that her life is in his hands due to his tentacle being wrapped around her and vow to perforate her if she makes him mad. However, when Luppi attempts to bring his remaining four tentacles up, he is astonished to discover and the others have been frozen solid at the ends as 10th Division Captain Tōshirō Hitsugaya rises up behind Luppi with his Bankai, Daiguren Hyōrinmaru, activated.

Hitsugaya criticizes Luppi for being careless enough to drop his guard and ignore his opponent, and when Luppi expresses disbelief at him still being alive, Hitsugaya details how Daiguren Hyōrinmaru being the ultimate ice weapon means that it will always reform so long as water is nearby no matter how many times it is shattered prior to informing a stunned Luppi that the latter's negligence gave him more than enough time to prepare. With Hitsugaya revealing that Luppi's weapon having eight arms is outclassed by his own having all the water in the atmosphere, dozens of large ice pillars appear in the surrounding air to encircle him and Luppi.

After encasing a screaming Luppi in the rapidly converging ice pillars with Sennen Hyōrō, which causes his fully-frozen tentacles to break apart and shatter in individual sections, Hitsugaya observes eight arms was not quite enough for him as Ikkaku and Yumichika break free from their frozen restraints and Rangiku calls out to Hitsugaya while landing in front of them. Watching this from nearby, Yammy is astonished by the latter's defeat and angrily chastises him for underestimating the Shinigami instead of immediately finishing them off. Suddenly, Urahara appears behind Yammy and finishes the latter's claim that Sōsuke Aizen will punish them if they lose here.

A startled Yammy turns around and swing his fist toward Urahara, who evades with Shunpo and finishes Yammy's questioning of how he can be alive by wondering what Yammy thinks. In response, an irritated Yammy demands that Urahara stop making fun of him and fires a Bala at Urahara, who is engulfed in a cloud of smoke upon impact. However, as a triumphant Yammy asks him how it feels to be shattered to pieces, Urahara appears behind Yammy and holds the blade of his Shikai, Benihime, to Yammy's cheek before asserting that he has seen the technique enough times to prevent Yammy from hitting him with it again.

After firing a point-blank Nake, Benihime at Yammy, who is left bloodied, Urahara brings up Yammy's assumption that all of his Balas hit Urahara and his disbelief at Urahara still being alive prior to pulling out a small sphere, which he claims is the secret, and placing it against his lips to blow air into it, causing it to inflate into a Portable Gigai that looks exactly like him. When an astonished Yammy questions what this is since he has never heard of it before, Urahara affirms this since he has never shown it to anyone before and observes that he is probably the only one who could successfully use it as a decoy in combat.

With Urahara mentioning how it is difficult to switch places with while squeezing the air out of the mouth of the Portable Gigai between his hands and Urahara wondering if Yammy could tell when he made the switch, an angered Yammy attempts to fire another Bala at him, but Urahara reiterates that Yammy cannot hit him with this anymore and counters the blast by placing Benihime against Yammy's fist and performing Tsuppane, Benihime, leaving Yammy to stare at him in shock as Urahara details how he analyzed both the Reishi composition of the Bala and the movement of Yammy's muscles when he fires one.

Concluding that knowing these two things allows him to dodge or counteract the Bala at will despite the difficulty of doing so, Urahara invites Yammy to finish this battle. Meanwhile, Ichigo Kurosaki is sent crashing into the ground with enough force to crater it by a heavily wounded Grimmjow Jaegerjaquez, where he comes to a stop after rolling across the concrete and sees Grimmjow approaching him. When Ichigo attempts to summon his Hollow mask, the accumulated matter around his face suddenly disperses, causing a grinning Grimmjow to kick him hard in the chest and send Ichigo hurtling down the street past several houses.

Initially assuming that Ichigo's mask cannot materialize again once it is broken, Grimmjow realizes that this cannot be the case since Ichigo attempted to restore it and theorizes that Ichigo has sustained too much damage, expended too much Reiryoku, or reached a limit for the number of times he can use it. After pinning Ichigo's sword arm to the ground by stabbing his own Zanpakutō through its wrist, Grimmjow concludes that Ichigo's mask is gone now no matter what the reason is and prepares to fire a Cero' from his palm, which he assures Ichigo will blow his head off painlessly at this range.

Suddenly, Grimmjow's hand and his lower legs are encased in ice, dispersing the charging Cero, and he turns to see Rukia Kuchiki standing with her Shikai, Sode no Shirayuki, right before she performs Tsugi no mai, Hakuren, engulfing Grimmjow in a wave of icy air. In the aftermath, Rukia kneels before Ichigo next to Grimmjow, who has been encased in a large and jagged block of ice, and begins attempting to pull Grimmjow's Zanpakutō out of Ichigo's wrist, where she rebuffs Ichigo's question about when she got such a power by asserting that she needs to concentrate since the Zanpakutō is stuck tight in the ground.

With Rukia sarcastically pointing out how useful the power that Ichigo used must have been given his current state and Ichigo telling her to shut up, Grimmjow abruptly breaks out of the ice and grabs Rukia by the head while inquiring about whether she believed that she could defeat him by simply freezing the top layer of his skin before charging another Cero against her head, leading a terrified Ichigo to strain to free himself from Grimmjow's Zanpakutō before Grimmjow's arm is suddenly hit with enough force to push it off of Rukia's head, which causes the Cero to fire and explode several meters away instead.

As Grimmjow stares in bewilderment at this, Shinji Hirako stands on a nearby rooftop and complains about having to get involved in a Shinigami battle, though he notes that he cannot exactly ignore it when they are making a ruckus so close to him. When Grimmjow questions what Shinji is and whether he is with Ichigo and Rukia, Shinji wonders why he would be, and when Grimmjow inquires about who he is, Shinji responds by raising the question of why it matters to Grimmjow, who concedes that he does not really care because he does not need to know who Shinji is in order to kill him and pulls his Zanpakutō out of Ichigo's wrist after shattering the ice.

While Ichigo's wrist wound spurts a large amount of blood from this, Grimmjow leaps toward Shinji and furiously attacks him several times, which destroys part of the roof Shinji was standing on each time. In response, Shinji reappears in the air above Grimmjow and criticizes him for not having any control since his dodged attacks always destroy something and make Shinji think twice about dodging them to begin with, but Grimmjow surges upward to attack, which Shinji evades, and scoffs at Shinji's belief that he is dodging the attacks. However, Shinji calls him a hothead and dons his Hollow mask, shocking Grimmjow, prior to leaping forward and clashing with Grimmjow.

Shinji and Grimmjow proceed to clash several times with rapid slashes throughout the air, with Shinji keeping Grimmjow on the defensive and dodging a thrusting stab from him with Shunpo to reappear beneath him and surge upward to engage Grimmjow in another blade lock that pushes him back even further. Though Grimmjow infers from his mask that he is associated with Ichigo, Shinji reiterates that it does not matter who he is. Sent flying back by an explosive burst of force from the clash, Grimmjow is astonished to see Shinji charging a Cero in front of his sword hand as the latter apologizes for not holding back since Grimmjow seems strong.

After Shinji fires the Cero at Grimmjow, engulfing him in a powerful explosion, a further wounded Grimmjow crashes into the ground below and pants heavily while Shinji lands and praises him for mitigating the damage from the Cero by countering it with his own at the last second. Suddenly, an enraged Grimmjow attempts to activate his Resurrección, but is stopped after he utters its release command by Ulquiorra Cifer, who grabs his sword hand and informs a stunned Grimmjow that they are returning because their mission has been accomplished before a Negación beam engulfs them from the sky above, which Ichigo recognizes.

Simultaneously, Yammy is engulfed by another Negación beam and observes with annoyance that they are done here as a startled Urahara turns to see two more beams engulfing Wonderweiss and Luppi, who is freed from Hitsugaya's Sennen Hyōrō and sarcastically apologizes for the latter being unable to kill him before promising to twist Hitsugaya's head off and crush it next time they meet while Yammy vows to finish this the next time he and Urahara meet in order to fulfill the latter's request. With Urahara cursing at this, Rangiku thanks Hitsugaya for his help, but Hitsugaya notes they still have not defeated the Arrancar, to her, Ikkaku, and Yumichika's disappointment.

Back at Ichigo's location, Ulquiorra notices traces of Reiatsu from Ichigo's Hollow mask and realizes that he has acquired a new power. However, Ulquiorra dismisses it as utterly insignificant and concludes that that there is nothing Ichigo can do since the sun has set and the day belongs to the Arrancar while Orihime Inoue stands solemnly in the Dangai before her Sōten Kisshun.

Arrancar Encyclopedia
As Gin Ichimaru attempts to begin his explanation, Kaname Tōsen cuts through his set from behind and declares that he will be the one to explain the Hōgyoku. Detailing how the Hōgyoku will briefly display its awakened power when temporarily fused with an individual who has the Reiatsu of a captain, Tōsen declares that the product of this union is Wonderweiss Margela, whom he affectionately pats on the head as Wonderweiss cuddles against him.

Fights

 * Kisuke Urahara vs. Yammy Llargo (concluded)
 * Tōshirō Hitsugaya vs. Luppi Antenor (concluded)
 * Ichigo Kurosaki vs. Grimmjow Jaegerjaquez: Rematch (concluded)
 * Good Bye Halcyon Days

Powers and Techniques Used
Zanpakutō Techniques:

Hohō Techniques:

Arrancar Techniques:

Other Techniques:

Zanpakutō released:

Shikai:

Bankai:

Resurrección released:

Other Powers:

Anime Notes
Removed Content= Added/Expanded Content= Censorship= Changes=
 * Yammy Llargo furiously agreeing to Kisuke Urahara's invitation to finish their battle.
 * The Garganta closing behind Ulquiorra Cifer and Grimmjow Jaegerjaquez.
 * Luppi Antenor screaming as he is attacked with Sennen Hyōrō, freezing the remainder of his tentacles solid and causing them to break apart as Ikkaku Madarame and Yumichika Ayasegawa break free of their restraints and Rangiku Matsumoto calls out to Tōshirō Hitsugaya.
 * Rukia Kuchiki running over to Ichigo Kurosaki in concern after freezing Grimmjow.
 * Ichigo wondering what just happened after Rukia is freed from Grimmjow's grasp.
 * Grimmjow leaping up from the rooftop to attack Shinji Hirako in a surge of Reiatsu, which causes the latter to evade.
 * Grimmjow, Ichigo, and Rukia being startled by Shinji holding his hand up to his face.
 * Shinji and Grimmjow clashing over a dozen times through the air after the former dons his Hollow mask.
 * A flashback to Grimmjow countering Shinji's Cero with his own in order to mitigate the damage.
 * Grimmjow's Reiatsu surging as he prepares to activate his Resurrección, only to fade when Ulquiorra Cifer stops him.
 * Yammy bringing up Urahara's invitation to finish their battle and promising to do so next time they meet.
 * Rangiku, Ikkaku, and Yumichika meeting up with Hitsugaya after the battle and expressing disappointment at the Arrancar escaping.
 * Ichigo's face is covered in less blood after Grimmjow initiates his counterattack.
 * Ichigo trying to pull Grimmjow's Zanpakutō out of his wrist, drawing more blood in the process, is not shown.
 * Grimmjow pulling his Zanpakutō out of Ichigo's wrist draws less blood.
 * Grimmjow is not left bleeding heavily after withstanding Shinji's Cero.
 * In the manga, when Luppi's tentacles are frozen, only four are encased in ice and they are all connected to the ground behind Luppi, with the other four remaining unaffected and remaining in front of Luppi to restrain the Shinigami; here, they are instead all encased in ice, and only three of the tentacles are positioned in front of Luppi, with the rest behind him and trailing down to the ground below.
 * In the manga, after Hitsugaya explains the power of Hyōrinmaru to him, Luppi attempts to turn around and attack, which Hitsugaya warns him against trying; here, he instead simply continues staring at Hitsugaya in shock and disbelief.
 * In the manga, Ichigo crashing into the ground from the air is preceded by a spurt of blood from Grimmjow attacking him; here, it is instead preceded by an explosion of energy.
 * In the manga, by the time Ichigo comes to a halt on the ground, Grimmjow is already standing in front of him; here, he instead floats downward and slowly lands on the ground after Ichigo comes to a halt.
 * In the manga, the matter accrued by Ichigo to form his Hollow mask is white like its material; here, it is instead black-red like his Reiatsu, with the white mask transitioning into that same color when it disperses.
 * In the manga, Grimmjow only attacks Shinji once prior to the latter donning his Hollow mask, and Shinji appears in the air behind Grimmjow when lecturing him on his destructive attacks; here, Grimmjow instead attacks and damages three separate buildings, and Shinji appears in the air above him when lecturing Grimmjow.
 * In the manga, Urahara curses at Negación beams enveloping the Arrancar before they do so to Luppi and Wonderweiss Margela; here, he instead does so afterward.
 * In the manga, Ulquiorra verbally muses on Ichigo's new power, insults him for its insignificance, and declares that the Arrancar have won the day; here, he instead does so mentally.