Rukia's Nightmare

 is the forty-ninth episode of the Bleach anime.

Rukia Kuchiki recalls her past with Kaien Shiba.

Summary
In the past, a younger Rukia Kuchiki enters a waiting room through a pair of sliding doors in the Thirteenth Division as a Shinigami behind her instructs her to wait until their captain arrives shortly. When Rukia requests that the Shinigami address her less formally in the future because she is just an ordinary new division member, the Shinigami claims that he will be more careful in the future and closes the doors, leaving Rukia to look down and sigh with melancholy.

In the hallway outside the room, several other Shinigami gossip about Rukia's status as the new pet of the Kuchiki Clan and her exemption from both the graduation and entrance exams, leading them to conclude this is just a game for the noble families and that she has not worked as hard as they have to get here. With a dejected Rukia noting it is the same here after all, 13th Division Lieutenant Kaien Shiba suddenly approaches and berates the other Shinigami for standing around instead of being at their posts before sliding open one of the doors and introducing himself to a surprised Rukia.

When Rukia meekly greets him in return, an irritated Kaien grabs her head and reminds her that the formal way of responding to her lieutenant's introductory greeting is to state her name and properly greet him in return. Intimidated by this, Rukia tells Kaien her name and formally greets him at his further insistence, which prompts a smiling Kaien to let go of her head and assert that she is alright. As she adjusts her frazzled hair, Rukia notes that this was an ordinary greeting, yelling, and subordinate-superior relationship while Kaien reveals he is generally in charge of things due to their captain being sick often and it is okay to address him as Captain by mistake.

A still-frazzled Rukia promises to keep this in mind and observes that this normalcy is exactly what she was looking for. That night, Rukia kneels behind her brother, 6th Division Captain Byakuya Kuchiki, in his personal quarters and reports that her division entrance ceremony concluded without incident. However, upon being asked what seated rank she attained, an apologetic Rukia is forced to admit that her abilities were not enough for her to reach a seated rank on entrance and slides the door closed when Byakuya acknowledges this and tells her that she can leave. Near a stream some time later, Kaien leans over Rukia and questions why she looks so glum.

With Rukia startled by this, an annoyed Kaien questions why she always reacts this way when she sees him and claims that she is going to hurt his feelings before offering Rukia a canned drink and sitting down beside her against a tree. After noting that Rukia probably would not tell him why she is depressed even if he asked, Kaien reminds her that he is on her side as long as she is a member of the Thirteenth Division. However, before a touched Rukia can respond, Sentarō Kotsubaki and Kiyone Kotetsu pop up behind the two of them and begin teasing Kaien for bonding with Rukia like this while visibly intoxicated, prompting Kaien to berate them for getting drunk again.

Addressing Rukia, Sentarō assures her to not be bothered by the other Shinigami because they also gave him a hard time when he joined due to him being from the Rukongai and instructs her to verbally fight back, to Kiyone's amusement. Irritated by Sentarō and Kiyone's antics, Kaien splashes his drink on them so they can sober up, but Kiyone merely claims he is too rough. As she watches Kaien admonish Sentarō and Kiyone for doing this while still on-duty, Rukia smiles and mentally admits she feels comfortable being around Kaien. Later, with several Shinigami having cornered a Hollow in a field, Kaien leaps into the air and cuts through its head with his Zanpakutō.

Watching in astonishment from the ground below while propping herself up on her hand after falling, a scuffed Rukia smiles in happiness as her fellow Shinigami congratulate Kaien on his victory. Afterwards, while sitting apart from the other Shinigami as she examines her light wounds, Rukia is approached by 13th Division 3rd Seat Miyako Shiba, who cleans Rukia's cheek with a damp cloth and inquires if she is alright. When Rukia frantically assumes a formal kneeling position and confirms she does not have any serious injuries, Miyako acknowledges this and states it is good, only for the two of them to be interrupted by Kaien calling out.

When Kaien runs over and admits that he did not know she was here, Miyako asserts that she came here to take care of things in the event that Kaien could not beat the Hollow. After laughing at the idea of being beaten so easily, Kaien asks Rukia to call over Sentarō and Kiyone so they can depart, and after thanking Miyako for her help and having the latter tell her to take care, Rukia runs off. As she stops and looks back at Kaien and Miyako talking from a nearby hill, Rukia details how Miyako was Kaien's wife and the 3rd Seat despite being a woman before walking away while describing Miyako as someone she looked up to due to being intelligent, kind, and beautiful.

Some time later, Miyako is ordered to go on a reconnaissance mission with four other members of the division. Standing with Miyako, the other Shinigami, and Rukia outside the entrance to the Thirteenth Division compound, Kaien explains that they do not know anything about the Hollow that Miyako is tracking down due to none of the Shinigami who have been attacked by it surviving and requests that Miyako be careful, only for a giggling Miyako to note that she never thought Kaien would say such a thing. With Kaien telling her to stop kidding around, Miyako regains her composure and declares that she cannot forgive a Hollow that has disturbed a Soul's peace.

While Miyako concludes that she will stop their evil deeds as a proud member of the Gotei 13, Rukia is left concerned, but Miyako assures her it is just a reconnaissance mission and she will leave the rest to the combat unit before departing. That evening, as the sun begins to set, Kaien sits with his captain, Jūshirō Ukitake, who coughs repeatedly, in his quarters. When Kaien asks him if he is alright, Ukitake assures the former he is fine as Rukia enters the room with tea. With Rukia kneeling and Kaien taking the tea from her, Ukitake inquires if she has heard any word from the reconnaissance team yet, Rukia denies this and states the team has not yet returned.

Suddenly, Sentarō slides open the doors and frantically reveals that something terrible has happened to the reconnaissance team, to the shock of those in the room. Shortly afterward, Rukia, Kaien, and Ukitake are brought to an unconscious Miyako, and as Kaien runs to her side in concern, a Shinigami standing by clarifies that her life is not in danger despite her condition. With the Shinigami revealing that the rest of the reconnaissance team is dead to Ukitake, Rukia approaches Kaien, who looks up with anger in his eyes. That night, while other Shinigami walk around the compound, Miyako suddenly sits up in her room. Outside, three Shinigami discuss the recent tragic event.

With the moon overhead being obscured by clouds, the Shinigami admit the division cannot do without Miyako, who approaches them. As the Shinigami react to her presence and wonder if she should really be up, Miyako suddenly cuts all three of them down with her Zanpakutō. Hearing the resulting screams, Ukitake and Rukia rush to the site of the attack, where Miyako finishes cutting down a fourth Shinigami as the clouds pass to reveal a spatter of blood on her cheek. While Sentarō and Kiyone join the stunned Rukia and Ukitake, Miyako rushes at Rukia with her Zanpakutō held out, only to be confronted by Kaien, who jumps between them and begs Miyako to stop.

Miyako's arm stops mid-swing, and after struggling to stop herself, Miyako leaps over the five of them and through the branches of a tree behind the barracks by springing off the porch and roof, where Ukitake and the others are shocked to hear the screams of more Shinigami being cut down as Kaien runs after Miyako. After the group finds two more dead Shinigami at the entrance to the compound, Ukitake questions what exactly is happening, and when Kaien observes Miyako could not have gotten very far, Ukitake tells him to wait and points out how he will be doing exactly what the enemy wants him to do by chasing after Miyako, only for Kaien to claim he must go.

As Kaien declares that the Hollow took control of Miyako and sullied her honor by using her to kill those who cared about her, Ukitake acknowledges this and decides to join Kaien, who is left stunned. After instructing Rukia to come as well and ordering Sentarō and Kiyone to stay behind so they can prepare the battle stations, Ukitake runs off with Kaien and Rukia. Meanwhile, deep in the forest, Metastacia notes that he can smell new prey while devouring Miyako's body. Soon afterward, Kaien, Ukitake, and Rukia find Miyako's shihakushō hanging on an empty tree branch, where Kaien approaches it despite Ukitake and Rukia's warnings against doing so.

Upon being attacked by Metastacia's tentacles, Kaien leaps away as the tentacles sever the branch and Metastacia himself steps into view. Joining Kaien alongside Ukitake on a tree branch above, Rukia looks down at Metastacia and grips her Zanpakutō while asserting that she will go first, but Kaien steps forward and requests that Ukitake let him confront Metastacia alone as he looks at Miyako's empty shihakushō, shocking Rukia. With Ukitake permitting this, Kaien leaps down to confront Metastacia, who observes that he is the first. As he looks at Miyako's shihakushō once more, Kaien asks Metastacia how many Shinigami he has devoured.

With Metastacia stating that he does not remember the number, Kaien inquires if he has ever regretted doing so even once, and after asserting that this is a silly question because he has a heart just like Kaien does, Metastacia claims that he does not spend a single night without regret after devouring a Shinigami before concluding that right now he regrets not using Miyako more before killing her. When Kaien assumes that Metastacia controlled Miyako and made her kill her comrades, a chuckling Metastacia clarifies that he was inside Miyako at the time and tauntingly bemoans not being able to show Kaien the part where he devoured Miyako from the inside to return to this form.

As an enraged Kaien draws his Zanpakutō and exerts his Reiatsu, creating a shockwave that bursts outward, Metastacia mentally urges him to come forward so he can be eaten, only to be caught off-guard when Kaien appears in front of him with Shunpo and cuts off two of his left arms before leaping on top of Metastacia and grabbing one of his tentacles. Though surprised by Kaien's speed, Metastacia notes the former touched him, and when Kaien attempts to release his Shikai, Nejibana, the blade of his Zanpakutō distorts and shatters, to his shock, prompting Metastacia to reveal any Shinigami who touches his tentacles has their Zanpakutō destroyed.

Metastacia sends Kaien flying with a blow from one of his tentacles, leading Kaien to shield himself while mentally noting that he has never heard of such a power before. Calling out to Kaien, Rukia attempts to draw her Zanpakutō, but Ukitake places his hand on the hilt to stop her. When a confused Rukia question this and asserts that they need to help Kaien, Ukitake asks her what will become of Kaien's honor of they do so. With Rukia stunned, Ukitake elaborates that intervening now will surely kill Kaien's honor forever even if it saves his life, prompting Rukia to demand to know why this matters and what value honor has in comparison to one's life.

Down on the ground, Kaien dodges multiple blows from Metastacia's tentacles before receiving a head wound from one of them, at which point he blasts Metastacia with '''Hadō #31. Shakkahō''', while Ukitake explains that there are two types of battles which the Shinigami must always be aware of the difference between for as long as they fight. Visibly sweating in concern, Ukitake details that there are battles to protect life and battles to protect honor. As Kaien rips off two of Metastacia's tentacles, Ukitake concludes that he is fighting for the honor of his subordinates, himself, and his wife above all others, leading Rukia to slowly remove her hand from her Zanpakutō.

After separating from Kaien, a blood-spattered Metastacia confronts him in a clearing and questions if he is not going to ask his comrades for help, Kaien asserts that he can handle Metastacia by himself. Deciding to do the same thing to Kaien that he did to Miyako upon hearing this, Metastacia describes how he will control Kaien from within and use his body to slay his comrades, which he considers amusing, before firing his tentacles at Kaien. With Ukitake and Rukia watching in shock from above, the tentacles enter Kaien's arm at the wrist, which he had raised to shield himself, while the remainder of Metastacia's body crumbles apart and collapses on the ground.

When an unnerved Rukia calls out to Kaien, Metastacia, now having taken control of Kaien's body, asks her if she is talking to him as he turns to face Rukia with green skin and completely black eyes with orange markings on the skin around them as well as an elongated tongue, frightening her. Upon deducing that Rukia greatly cares about Kaien if she is calling out his name this much, Metastacia leaps up to her and declares that he will devour her first if this is the case. Suddenly, Ukitake appears in front of Rukia and intercepts Metastacia's bite with his Zanpakutō before ordering Rukia to run if she does not want to die, leading Rukia to flee in terror.

As she runs away, Rukia tearfully wonders why this had to happen. On the forest floor behind her, Metastacia runs parallel to Ukitake and inquires if the latter is not attacking him because he is trying to figure out a way to drag Metastacia out of Kaien's body, only to reveal that their fusion cannot be undone because both he and Kaien are spiritual beings whose spirits have been united. However, Ukitake's reaction to hearing this is to swiftly cut through the side of Metastacia's neck, resulting in a large spray of blood, and proclaim that he will simply kill Metastacia alongside Kaien's body if he really has no other choice while Metastacia clutches his neck.

With a shocked Metastacia questioning if he would really kill his own subordinate, Ukitake confirms that he will due to his refusal to let the likes of Metastacia possess Kaien's body before slashing Metastacia once more. Suddenly, as Metastacia leaps back, Ukitake coughs up blood and falls to his knees while attempting to pursue him, leading him to curse his affliction impairing him at such a time. Upon seeing Metastacia leaping toward Rukia, who stands in the forest several meters away with her Zanpakutō drawn, Ukitake demands to know why she came back, only for Rukia to mentally admit that she did not even have a plan when she returned.

While Ukitake runs toward them, a terrified Rukia sees a cackling Metastacia falling toward her as tentacles emerge from his left arm, mouth, and right eye, causing her to raise her Zanpakutō, which Metastacia is subsequently impaled on. Blood spatters on Rukia's cheek as rain begins to fall on the forest around them, and after his consciousness is restored, Kaien thanks Ukitake for letting him fight as the latter stands behind him. With a stunned Rukia wondering if he intentionally impaled himself, Kaien apologizes to her for getting her involved in this fight and hugs her while concluding that he can leave his heart here as his arm begins to disintegrate.

When Kaien's hand falls limply off her back, Rukia begins crying and mentally asserts that she has not done a single thing to be thanked for because she only saved herself. In the present, as she lies on the floor in the Shishinrō within Senzaikyū, Rukia concludes that she is detestable and not worth being saved or having blood shed over her. Elsewhere in the Seireitei, Ukitake runs up to Byakuya and attempts to inform him of the change in Rukia's execution date, only for Byakuya to reveal that he has already heard of this. However, while he acknowledges this, Ukitake is stunned when Byakuya inquires why this matters and states that he will obey this new decision.

Byakuya tells Ukitake to not waste his time with such pointless things and begins to walk away, but Ukitake angrily grabs his shoulder and demands that he stop joking around while pointing out that his sister will be executed tomorrow. With Ukitake suddenly breaking into a coughing fit and backing away, Byakuya instructs him to not shorten his lifespan by getting so excited and points out how Ukitake has already let one of his subordinates die, to Ukitake's further anger, before concluding that Rukia being a member of his clan means that it is none of Ukitake's concern if she dies or is killed. As he walks away, Byakuya requests Ukitake refrain from doing anything rash.

Next Episode Preview
When 13th Division 3rd Seat Sentarō Kotsubaki declares that he plans to follow his captain, Jūshirō Ukitake, anywhere, his fellow 3rd Seat Kiyone Kotetsu asserts that this is not fair because she respects Ukitake as well, prompting Sentarō to reveal that he constantly stalks Ukitake. With Kiyone countering by proclaiming that she checks Ukitake's plans and reaches his destinations ahead of him, a shocked Ichigo Kurosaki points out that this is illegal.

Characters in Order of Appearance

 * 1) Rukia Kuchiki
 * 2) Kaien Shiba
 * 3) Byakuya Kuchiki
 * 4) Kiyone Kotetsu
 * 5) Sentarō Kotsubaki
 * 6) Miyako Shiba
 * 7) Jūshirō Ukitake
 * 8) Metastacia

Fights

 * Kaien Shiba, Jūshirō Ukitake & Rukia Kuchiki vs. Metastacia (concluded)

Powers and Techniques Used
Hohō Techniques:

Kidō Techniques:

Hollow Techniques:
 * Zanpakutō Destruction

Anime Notes
Removed Content= Added/Expanded Content= Censorship= Changes= Errors=
 * The Shinigami who brings Rukia Kuchiki to the waiting room internally noting that he would never address her informally.
 * Rukia noting that the first time she met Kaien Shiba was an ordinary encounter.
 * Byakuya Kuchiki responding approvingly to Rukia's report that her entrance ceremony was concluded without incident.
 * Kaien declaring that it is time for the next mission after Sentarō Kotsubaki and Kiyone Kotetsu interrupt him and Rukia.
 * Jūshirō Ukitake noting that they only know Metastacia is non-migratory and where its nest is, as well as Kaien refusing to sit by until they can assemble a combat unit to confront Metastacia regardless of his abilities.
 * Rukia regretting not stopping Kaien from confronting Metastacia alone.
 * Kaien acknowledging Metastacia's response to his question about regret prior to unsheathing his Zanpakutō.
 * Metastacia's follow-up attack between him slapping Kaien away and Rukia attempting to intervene.
 * Metastacia clarifying that his Spirit Body Fusion is not like Human possession and describing how he will spend all night devouring Kaien from the inside out.
 * Rukia internally admitting that she only came back because she knew she could not run away and had to save Kaien.
 * Ukitake ordering Rukia to kill Metastacia because he is no longer Kaien.
 * Rukia internally asserting that she ran away because she was afraid to fight Kaien, came back because she could not stand her cowardice, and used her blade because she could not bear to see him suffer.
 * Byakuya mentioning that he was informed of the change in Rukia's execution date by a Jigokuchō.
 * Byakuya asserting that it does not matter if Ukitake lets two or three more of his subordinates die.
 * Ukitake wondering what Kaien would have done in this situation and concluding that the latter would have chosen the path of greatest peril as usual.
 * The Shinigami who brings Rukia to the waiting room closing the door and leaving after promising to be more careful in the future.
 * Rukia sliding the door closed after Byakuya tells her to leave.
 * Kiyone claiming that Rukia has Kaien wrapped around her finger when teasing the two of them alongside Sentarō.
 * Kaien dousing Sentarō and Kiyone in his drink in an attempt to get them to sober up.
 * Kaien purifying a Hollow that other members of his division, including Rukia, were confronting.
 * Rukia being tended to by Miyako Shiba, whom Kaien runs up to and begins speaking with after instructing Rukia to find Sentarō and Kiyone.
 * Miyako leaving on her reconnaissance mission and subsequently being brought back seemingly unconscious as the only survivor while Kaien and Ukitake are meeting.
 * Miyako being possessed by Metastacia to slaughter several Shinigami, where she hesitates to attack Kaien and flees into the forest before being devoured from the inside out so Metastacia can return to his original form.
 * Ukitake deciding to join Kaien in his search for Miyako and having Rukia join them while ordering Sentarō and Kiyone to prepare the combat stations.
 * Kaien approaching Miyako's empty shihakushō when he finds it hanging on a tree branch and subsequently being attacked by Metastacia.
 * Kaien dodging Metastacia's tentacles multiple times and firing Hadō #31. Shakkahō at him after being wounded by one of them.
 * Ukitake attacking Metastacia an additional time prior to being impaired by his illness.
 * Ukitake running toward Rukia while Metastacia is falling toward her.
 * Rukia attempting to ask Kaien if he intentionally impaled himself on her Zanpakutō.
 * Neither Miyako's death nor her corpse are shown on-screen, with only crunching sounds being heard when Metastacia emerges from her body.
 * Kaien is not outwardly wounded when Metastacia slaps him away with a tentacle, resulting in no blood being spilled.
 * Rukia's Zanpakutō is coated in substantially less blood when it impales Metastacia.
 * When he hugs Rukia, Kaien's left hand is not rotting apart to expose his bones and instead has small patches of skin flaking off.
 * In the manga, Ukitake and Byakuya's conversation about the change in Rukia's execution date takes place before the flashback to her history with Kaien; here, it takes place afterward.
 * In the manga, Sentarō is the one who laughs about his snot-heads comment; here, Kiyone does so instead.
 * In the manga, when dealing with an intoxicated Sentarō and Kiyone, Kaien eventually calms down and Rukia remains somber; here, Kaien remains angry at them and Rukia smiles at their antics.
 * Miyako's encounter with Metastacia is significantly changed. In the manga, she is killed by Metastacia when her team confronted him and Metastacia devours most of her body, leaving only her head and shoulders for the Thirteenth Division to recover, after which Kaien sets out to avenge her and is joined by Ukitake and Rukia; here, she seemingly survives the encounter and is brought back unconscious, but has actually been possessed by Metastacia, who uses her body to slaughter several Shinigami before fleeing into the forest and devouring Miyako from the inside out in order to return to his original form, and Kaien, Ukitake, and Rukia find only her empty shihakushō after heading out to follow her.
 * In the manga, Metastacia notes that he can smell new prey after wandering out of his cave with Kaien, Ukitake, and Rukia already present; here, he does so after emerging from Miyako's body and confronts the three Shinigami by attacking Kaien with his tentacles when the latter approaches Miyako's shihakushō.
 * In the manga, when Rukia attempts to confront Metastacia first, Ukitake is not standing between her and Kaien; here, he is.
 * In the manga, Kaien prefaces his question about how many Shinigami Metastacia has devoured by noting that he has a question before they fight; here, he simply addresses Metastacia derogatorily.
 * In the manga, after claiming to feel regret, Metastacia proclaims that he regrets not devouring all of Miyako's body; here, he asserts that he regrets not using Miyako more before devouring her, and when Kaien assumes that he simply took control of Miyako, Metastacia clarifies that he was inside her the whole time and eventually devoured her from within.
 * In the manga, Kaien is not visible when he severs two of Metastacia's left arms; here, he is.
 * Kaien severs Metastacia's front left arm below the elbow rather than at the shoulder.
 * In the manga, Metastacia's Zanpakutō only takes effect on the first Shinigami to touch his tentacles each night; here, it applies to any Shinigami who touches his tentacles at any time.
 * In the manga, Kaien expresses his incredulity at Metastacia being able to destroy Zanpakutō after being sent flying by him; here, he does so beforehand.
 * In the manga, when Rukia attempts to intervene, Ukitake stops her by grabbing the hand she has placed on her Zanpakutō's hilt; here, he does so by grabbing her Zanpakutō's hilt.
 * In the manga, Ukitake concludes his speech about fighting for life or honor by asserting that Kaien is fighting for his own honor above all else; here, he instead states that Kaien is fighting for Miyako's pride above all else.
 * In the manga, prior to possessing Kaien, Metastacia praises him for surviving this long without a Zanpakutō and grudgingly decides to use his Spirit Body Fusion for the second time that day after Kaien confidently asserts that his Kidō is more than sufficient for this battle; here, Metastacia tauntingly questions why Kaien is not asking his comrades to help him, and after Kaien angrily claims that he can handle Metastacia by himself, Metastacia details how he will use the same technique he used on Miyako to force Kaien to slay his comrades against his will.
 * In the manga, after Ukitake starts coughing up blood, Metastacia attacks him with tentacles emerging from his left arm, but forgoes focusing on Ukitake in favor of leaping toward Rukia, who is standing in the forest behind Ukitake; here, Metastacia leaps away after the second time Ukitake attacks him and does not attack Ukitake when he begins coughing up blood, instead focusing on Rukia, who is standing in the forest in front of Ukitake.
 * Ukitake does not address Rukia by name when demanding to know why she came back.
 * In the manga, Rukia grips her Zanpakutō with her left hand directly below the hilt when impaling Metastacia; here, the position of her hands on the hilt is switched.
 * When Metastacia possesses Miyako with Spirit Body Fusion, she does not gain green skin and black eyes with orange markings like Kaien does later.