The Despicable Shinigami

 is the forty-third episode of the Bleach anime.

Uryū Ishida and Orihime Inoue are confronted by 12th Division Captain Mayuri Kurotsuchi.

Summary
At night, Orihime Inoue and Uryū Ishida hide inside a warehouse within the Seireitei, where Orihime has Shun'ō and Ayame heal an injured Tsubaki with Sōten Kisshun. When Uryū warns her that she is going to get sick if she does not get some sleep soon, Orihime acknowledges this and states that she just wants to spend a bit more time on Tsubaki, who is not yet fully healed after being slashed by 4th Division 7th Seat Jirōbō Ikkanzaka.

As she recalls the events of that battle, Orihime asserts that she had already lost the will to fight, to Uryū's concern. Apologizing to Orihime, Shun'ō explains that healing one of the Shun Shun Rikka requires more finesse than usual as Lily, Baigon, and Hinagiku stand nearby. With Orihime apologizing to an unconscious Tsubaki, Uryū assures her that it will be alright due to her Shun Shun Rikka having incredible powers, which Hinagiku affirms by explaining how any doubt in Orihime's hearts directly influences their powers.

With Hinagiku concluding that she needs to be strong, Orihime is left uncertain of how to accomplish this, prompting Lily to suggest that they train further so Orihime can use her techniques by simply calling out their names rather than reciting the kotodama associated with each while Baigon clarifies that this will allow them to protect Orihime faster. After opening his eyes and motioning Orihime over with his hand, Tsubaki promises her that he will be better in no time. Some time later, after finishing her treatment of Tsubaki for the night and making sure no one is outside, Orihime exits the warehouse alongside Uryū and runs off with him.

Running through the connecting alley alongside Orihime, Uryū mentally notes that this may have been for the best because spending the last few days with Orihime has convinced him that she is not cut out for fighting due to how she hates seeing someone get hurt even if it is an enemy, which makes her fighting dangerous for both her and her allies. Suddenly, an intoxicated Makizō Aramaki commands them to halt and demands to know what they are doing here as he stumbles out from a nearby alleyway with a waterskin of sake in hand. Upon being asked by Aramaki what division they belong to, Uryū claims they are from the Eleventh Division, but Aramaki notes this is strange.

Aramaki elaborates that he is also from the Eleventh Division and has never seen any of his comrades walking around without their Zanpakutō while approaching Orihime and Uryū, the latter of whom realizes that this means each division has distinctive traits. As he grabs Orihime's collar and inspects the interior, Aramaki observes that the emblem inscribed on the hem is that of the Twelfth Division rather than the Eleventh, though he admits that this is not something they would know anyway. With Aramaki questioning who they really are, Uryū mentally bemoans that they will no longer be able to move through the Seireitei quietly as he prepares to attack.

However, before Uryū can do anything, Aramaki is struck over the head with a wooden rod by a member of the Twelfth Division, who stands behind him with three other members of his division as Aramaki falls over. While the Shinigami berate Aramaki for accusing his fellow Shinigami while drunk and inquire if she and Uryū are alright, Orihime thanks them, leading the Shinigami with the rod to assure her it is the least they could do because the Twelfth Division looks out for its own as one of his comrades claims members of the Eleventh Division are always trying to start trouble with them, with the group dismissing not having one's Zanpakutō as an easy mistake to make.

Despite this, as the Shinigami offer to walk him and Orihime back to their barracks, Uryū narrows his eyes and observes that it is strange for these Shinigami to be helping them due to Aramaki making a valid point despite being drunk. Wondering why the Shinigami would go out of their way to help him and Orihime, Uryū expresses shock upon realizing something and rushes through the Shinigami toward Orihime as he warns her to get away from them. Suddenly, three of the four Shinigami erupt in spires of flame, burning the fourth over his left eye as turns to his captain, Mayuri Kurotsuchi, standing behind him in astonishment and claims that this is not what they agreed to.

The Shinigami details how they were only meant to talk to the Ryoka and lure them back to the barracks, but as the Shinigami tearfully questions why he would do this and approaches him, Mayuri simply asserts that a released bomb should not return and blows him up as well by pressing a detonator in his hand. As his lieutenant, Nemu Kurotsuchi, stares in surprise at the clearing smoke, Mayuri is shocked to see a cracked Santen Kesshun shielding Uryū, Orihime, and Aramaki. When Orihime tearfully thanks him for calling out, Uryū assures her that they only survived because she has been practicing with using her techniques instantaneously all this time.

With Uryū confirming that the other Shinigami are dead, Orihime begins weeping, leading him to state that this is not something which she should feel guilty about. As Santen Kesshun cracks further and shatters behind him, Uryū declares that Mayuri should be feeling guilty instead. Intrigued by Santen Kesshun, Mayuri inquires if Orihime produced it, and as Uryū refuses to answer this, Mayuri ignores him and approaches them as he offers to make Orihime a research subject of his due to never having seen such a technique before. While an angered Uryū proclaims that this will not happen, Mayuri promises that he will treat Orihime right if she works for him.

Lying on the ground in front of Orihime, Aramaki is confused to see her crying and dismisses the idea of her being afraid since fear would have prevented her from risking her life in order to save him prior before realizing that she is weeping for the Shinigami who just died. While Aramaki is also left bewildered by Orihime saving him, Mayuri decides to offer Orihime his best working conditions by restricting the daily drug regime to only eight doses and biomechanical experiments to only five hours per day, as well as trying hard to not perform any modifications which might kill her, which he considers to be exceptional terms for an experimental subject.

Suddenly, Mayuri finds Uryū standing next to him with his Heilig Bogen, Kojaku, fully formed and a Heilig Pfeil pointed at his head. After looking at where Uryū was standing and mentally noting his speed, Mayuri describes him as a rarity due to not having seen a live Quincy in years before claiming to no longer be interested in his kind after completing his research on them and requesting that he step aside. When a confused Uryū picks up on his mention of completing his research and asks him who he is, Mayuri admonishes him for storming into the base of his enemy without at least identifying the thirteen strongest Shinigami present within.

Mayuri exerts his Reiatsu and introduces himself as the 12th Division Captain and President of the Shinigami Research and Development Institute, visibly intimidating and shocking Uryū, though he observes that Uryū does not need to commit this to memory because he will not know anything very soon. Calling out to Orihime, Uryū instructs her to run away, and when Orihime refuses because she wants to fight as well, Uryū orders Aramaki to take Orihime and run as he attempts to sneak away. Upon being asked by an incredulous Aramaki why he should do this, Uryū angrily asserts that he will be killed in the crossfire if he stays here.

After demanding that Aramaki force Orihime to come along if necessary, Uryū promises to shoot him if he does not comply, leading an unnerved Aramaki to grab Orihime and begin running away. As he asserts that he did not give Aramaki permission to run away, Mayuri uses Jabarakaina to greatly extend his arm with a cable and fire it at a fleeing Aramaki in an attempt to grab him, only for Uryū to destroy it with a Heilig Pfeil that blows through the nearby wall in a large explosion, frightening Orihime and stunning Mayuri. With Uryū declaring that he did not give Mayuri permission to go after them, Mayuri reiterates that he is not interested in Uryū.

While running through a nearby alley with Orihime under his arm and attempting to free herself from him, Aramaki refuses to let her go and explains that he is a ten-year veteran of the Eleventh Division whose compassion prevents him from leaving women and children behind even when asked. Suddenly, Orihime bites into Aramaki's shoulder, causing him to shriek in pain and chop his hand into the back of her neck, knocking her out. Apologizing to an unconscious Orihime as she slumps backward, Aramaki admits that he does not want to get caught up in Mayuri's fight or be shot by Uryū, only to realize afterward that he may have been too rough with his response.

Aramaki resolves to apologize to Orihime when she wakes up as he resumes running away. Meanwhile, Mayuri notes that it takes a long time to set up his extended arm, and upon seeing Mayuri grasping his arm stump, an alerted Uryū leaps back as Mayuri squeezes and pulls on the stump, blowing off the extended portion of his arm below the elbow and leaving the cable to writhe on the ground. With Uryū shocked that he would blow off his own arm like this, Mayuri injects a small tablet of Hojiku-Zai into his arm through his sleeve, causing it to rapidly regenerate, and describes the pain this causes as being severe enough to melt his mind.

As he observes Orihime has gotten away, Mayuri dismisses this due to being able to track her down through even a single hair left on the ground and expresses excitement at the idea of examining her until only mincemeat is left because every second of experimentation is precious. Disgusted by Mayuri's monstrous desires, Uryū mentally theorizes Nemu is Mayuri's lieutenant and assumes her combat abilities are low due to her lack of intervention even with a weapon pointed at her captain. Concluding he should start with Mayuri, Uryū fires a Heilig Pfeil at him, and as a surprised Mayuri dodges it and sees Uryū has disappeared, Uryū fires another one at him from behind.

With his Heilig Pfeil creating a large explosion on impact as he watches from a nearby rooftop, Uryū is startled when Mayuri appears unharmed on the connecting roof nearby and praises his speed as he approaches. After concluding that Uryū is using Hirenkyaku and describing it as a Quincy technique that allows one to move at high speed by creating a current of Reishi beneath their feet while Uryū aims another Heilig Pfeil at him, Mayuri admits that he did not expect someone as young as Uryū to be so proficient in it and commends how talented he is as Uryū mentally wonders how Mayuri himself moved so fast in turn.

Mayuri explains that he cannot have Uryū running around him like this because he is a busy man who needs to conduct his research on Orihime before deciding to kill Uryū using the lowest-effort method available to him as he glows with pink Reiatsu, draws his Zanpakutō, and releases his Shikai, Ashisogi Jizō, transforming the blade into a golden, deformed trident with the design of a baby's face emanating vapor. As Mayuri begins running toward him, Uryū wonders what the abilities of Ashisogi Jizō are and mentally asserts that he cannot attack directly if it can absorb attacks. Suddenly, Nemu leaps between Mayuri and Uryū on top of the roof.

Grasping an astonished Uryū's Heilig Pfeil even as it burns her hand in order to turn it aside, Nemu grabs Uryū by the collar and pulls him off the roof, and as he tells her to let go, Uryū sees Mayuri leaping down after them before the latter slashes both him and Nemu with Ashisogi Jizō. Uryū lands flat on the ground while Nemu lands on her feet and Mayuri lands in front of him, and with Uryū shocked that he would attack someone who is on his side, Mayuri walks over to Nemu, who smiles at him, and punches her in the face, sending her crashing to the ground as he berates her for not holding on even if her arms were ripped off as he taught her to.

While Nemu apologizes as Uryū sits against a nearby wall, Mayuri claims that he was not expecting much from her anyway and notes that it does not matter because killing Uryū now will be easier than strangling a baby. Approaching Uryū, who is still stunned over his sacrificing Nemu, Mayuri observes that he is sweating profusely and not crying out despite the pain he must be in before inquiring if this is not the first time he has been cut by a sword, prompting Uryū to confirm that it is his second time. As he comments on Uryū being experienced, Mayuri is interrupted by Nemu coughing up blood and collapsing behind him, which leads him to call her noisy.

Nemu apologizes once more and requests some of Mayuri's Hojiku-Zai due to her wounds extending to her lungs and threatening to kill her without treatment. However, after walking over to Nemu, Mayuri begins violently and repeatedly stomping on Nemu, who cries out in pain, while demanding to know if she is mocking him by claiming that she could be killed by such a cut. When an astonished Uryū tells him to stop attacking one of his comrades and and points out how she is going to die, Mayuri lifts Nemu up by the collar and questions if Uryū is mocking him as well by assuming Nemu would die from such injuries despite having a body he created himself.

With a stunned Uryū picking up on his mention of creating Nemu, Mayuri introduces Nemu to him and explains how he melded the technology of Gikon and Gigai in order to create her as he preemptively dismisses Uryū's righteous indignation over this. Proclaiming that it is none of Uryū's business how he treats such an object, Mayuri slams Nemu against the wall, and when Uryū attempts to get up and stop him, he discovers that he cannot move his limbs. As he mocks Uryū for only just noticing this, Mayuri reveals that Ashisogi Jizō immobilizes whatever it cuts. Though Uryū assumes it releases a paralyzing poison, Mayuri decries this as primitive.

After clarifying that Ashisogi Jizō synthesizes a far more complex drug that selectively blocks only the neural impulses involved in movement, which means Uryū will only lose his ability to move and still feel pain, Mayuri stabs Uryū in the arm with Ashisogi Jizō, causing him to scream in pain as blood trickles down his arm. Mayuri pulls out Ashisogi Jizō and notes that no pain is lost this way before ordering an unresponsive Nemu to deal the final blow to Uryū, only to realize that she cannot move either due to also having been cut by Ashisogi Jizō. Upon seeing Mayuri preparing to stab Nemu with Ashisogi Jizō, Uryū desperately tells him to stop.

Mocking Uryū's concern for women even when they are his enemy, Mayuri questions if this is the pride that the Quincy are all so fond of. With Uryū confused by this, Mayuri asserts that this is what all Quincy talk about until the moment they die and expresses irritation at how they refuse to perform certain actions on their pride as Quincy, only to conclude that a single thrust of Ashisogi Jizō makes all their claims worthless. As Uryū expresses his revulsion at this, Mayuri decides to relay his own hardship as he notes how difficult it was to perform this research due to the Quincy being a rare breed by the time he became President of the SRDI.

Mayuri details how the Shinigami were monitoring the few Quincy left and reveals that he persuaded the Shinigami assigned to each Quincy to delay their rescue when they were attacked so he could turn the Quincy Souls that they brought back into research subjects. After bemoaning how hard it was to arrange this, Mayuri claims that this did not produce any decent specimens and recounts how the last Quincy he experimented on was an old man who kept calling out the name of either his apprentice or grandchild the whole time, which Mayuri found creepy, before pulling out a photograph of his remains after the experiments were concluded and tossing it to Uryū.

Looking down, Uryū is mortified to see the bloody head of Sōken Ishida in the photograph, and as he recalls past with Sōken as a child, Mayuri tries to remember what the name of Sōken's apprentice was, only to give up due to losing interest after finishing his experiments. Suddenly, Mayuri is startled to feel a powerful Reiatsu pressing down on him as Uryū stands up behind him with the aid of Ransōtengai, cratering the ground in the process, and reveals that Sōken was his teacher and grandfather. Though Mayuri does not understand why this matters, Uryū asserts that he is glad Orihime is gone because he does not want her to see this battle and swears to kill Mayuri on his pride as a Quincy, to the latter's intrigue.

Next Episode Preview
When Ichigo Kurosaki observes that his appearances seem to have been decreasing in frequency lately, Yoruichi Shihōin informs him that he will not be appearing in the next episode either because Uryū Ishida will be doing his best by himself, and as Uryū asserts that he can handle it, Yoruichi warns Ichigo that he may never get another turn if he cannot master Bankai, prompting an alarmed Ichigo to promise to do his best.

Fights

 * Uryū Ishida vs. Mayuri Kurotsuchi

Powers and Techniques Used
Hohō Techniques:

Quincy Techniques:

Other Techniques:
 * (flashback)
 * (flashback)

Spirit Weapons:

Zanpakutō released:

Shikai:

Other Powers:

Anime Notes
Removed Content= Added/Expanded Content= Censorship= Changes=
 * Orihime Inoue discussing the slow recovery of Tsubaki with Uryū Ishida while they run through the Seireitei, with Uryū responding to her claim of not being much help by reminding her that she is integral to the group due to her healing and defensive powers.
 * Uryū noting that Orihime is better suited for focusing on healing and defense at the rear where the enemy is less likely to target her.
 * The expression of disbelief from one of the Twelfth Division Shinigami at Makizō Aramaki being drunk.
 * One of the Shinigami affirming another's claim of it being easy to forget one's Zanpakutō.
 * Uryū mentally reiterating Aramaki's discovery that they are wearing the insignia of the Twelfth Division despite claiming to belong to the Eleventh and admitting that this is suspicious.
 * The short backstory of one of the Shinigami that Mayuri blows up, who wanted to serve under Momo Hinamori one day and was approached by Mayuri alongside his comrades with a plan to capture the Ryoka after they infiltrated the Seireitei.
 * Uryū specifying that Orihime managed to use Santen Kesshun in time due to her training to use her techniques without reciting the kotodama associated with each.
 * Mayuri promising to feed Orihime orally and give her clothing when she sleeps if she agrees to become his research subject.
 * Uryū repeating Mayuri's claim of no longer being interested in Quincy.
 * Aramaki threatening to leave Orihime behind and Orihime agreeing to the idea of this.
 * Aramaki commenting on Orihime being nice for a Ryoka after knocking her out.
 * Yachiru Kusajishi appearing behind Aramaki as he runs off.
 * Uryū mentally noting that the unstable nature of Mayuri's Reiatsu is a sign that Uryū can hold him off long enough for Orihime to get away before escaping as well.
 * Uryū observing that he cannot shoot both Mayuri and Nemu Kurotsuchi at the same time.
 * Mayuri explaining that the Shinigami have their own equivalent of Hirenkyaku called Shunpo.
 * Uryū realizing that Mayuri has released his Shikai, recalling Jirōbō Ikkanzaka doing the same, and mentally admitting that he cannot tell what Ashisogi Jizō does from its shape, unlike Tsunzakigarasu.
 * Uryū wondering what Ashisogi Jizō is and mentally declaring that there is no time to think when Mayuri rushes toward him.
 * Uryū cursing when Nemu grabs him.
 * Uryū's first stunned mental reaction to seeing Mayuri following him and Nemu off the roof.
 * Mayuri raising Ashisogi Jizō to attack prior to being distracted by Nemu coughing in pain.
 * Mayuri commenting on how he prefers to listen to the screams of women rather than men due to finding them more appealing.
 * Uryū questioning what Mayuri is talking about when the latter mentions Quincy always talking about their pride before dying, and Mayuri detailing all the atrocities he inflicted upon his Quincy research subjects to clarify what he meant when he said that he had completed his research on them.
 * Orihime healing Tsubaki as the other spirits of the Shun Shun Rikka either watch or assist, with her claiming to have lost her will to fight after the encounter with Jirōbō, leading Uryū and her spirits to assure her that she has the strength to do this and use her techniques without reciting the kotodama associated with each, as well as Hinagiku directly stating that Orihime's doubt influences her powers.
 * Orihime and Uryū leaving the warehouse they were resting in.
 * Aramaki telling Orihime and Uryū to wait where they are after confronting them.
 * The Shinigami offering to walk Orihime and Uryū back to the Twelfth Division barracks.
 * Mayuri verbally recognizing Santen Kesshun as a shield when the smoke clears to reveal it.
 * Orihime reacting to being told that the other Shinigami are dead.
 * Orihime calling out to Aramaki when leaping forward to protect him from the blast.
 * Mayuri mentally referring to Uryū upon seeing that he has disappeared from where he was standing.
 * Flashbacks to Uryū spending his childhood with Sōken Ishida and seeing the latter's demise.
 * A scene of Mayuri studying a Quincy corpse with the members of the Shinigami Research and Development Institute.
 * Aramaki being hit over the head with a wooden rod does not draw blood.
 * When three of the Shinigami are blown up, there is no gore, and the remaining Shinigami has his left eye burned rather than being splashed with blood and organs as he was in the manga; additionally, when he is blown up, the last Shinigami's body is not shown swelling up and distorting beforehand.
 * Uryū completely obliterates Mayuri's extended hand and forearm instead of just destroying his hand and leaving a bloody stump.
 * Mayuri's arm is not bleeding when he severs it, and when the severed portion falls to the ground, electricity emanates from it rather than blood; additionally, the end portion of it is cable rather than bloody and damaged flesh.
 * When it regenerates, Mayuri's arm does not bulge and deform before reaching its proper shape.
 * Nemu does not cough up as much blood after being slashed by Mayuri.
 * When Mayuri stomps on Nemu, blood does not spurt out from the wound on her back.
 * Ashisogi Jizō is not directly shown stabbing into Uryū's arm, with the focus instead being on the blood trickling down from the wound.
 * In the reflection of the photograph that Mayuri shows to Uryū, Sōken's head is less bloody and most of his neck is obscured to hide his lack of a body.
 * In the manga, Orihime describes trying to heal Tsubaki and learning that it is harder to heal one of her own spirits than it is a normal being; here, it is shown, and Shun'ō is the one who informs her of this.
 * In the manga, Orihime trains to use her techniques without reciting the kotodama associated with each and spends time healing Tsubaki during the night prior to acquiring Shinigami uniforms for her and Uryū, which is shown after she instantly protects Uryū and Aramaki from Mayuri's explosives; here, she does so during the night after acquiring Shinigami uniforms, the idea is suggested by Lily rather than Orihime thinking of it on her own, and it is shown prior to the confrontation with Mayuri.
 * The confrontation with Mayuri and the events leading up to it take place at night rather than during the daytime.
 * In the manga, Aramaki first inquires which division Uryū and Orihime are with, then demands to know what they are doing here; here, the order of his questions is reversed.
 * Aramaki does not toss aside his waterskin full of sake as he does in the manga.
 * The Twelfth Division Shinigami stand around Aramaki in different positions here than they do in the manga.
 * In the manga, Mayuri blows up one Shinigami at first, then detonates the remaining three when they attempt to run away; here, he blows up three of the Shinigami, then detonates the fourth when he tries to run away.
 * The surviving Shinigami recounts the details of Mayuri's plan out loud rather than mentally.
 * Aramaki carries Orihime off underneath his left arm rather than underneath his right.
 * In the manga, Aramaki runs up a set of stairs after knocking out Orihime; here, he continues running through an alley.
 * In the manga, Nemu grabs Uryū's Heilig Pfeil with her right hand and grabs Uryū himself with her left; here, she grabs the Heilig Pfeil with both hands, then removes her left hand to grab Uryū.
 * Mayuri punches Nemu on the right side of her face instead of hitting the left side of her face with the side of his fist.
 * Mayuri refers to Nemu as his masterpiece and an object rather than as his daughter when explaining how he created her.
 * Mayuri only stabs Uryū's arm once instead of multiple times.
 * Mayuri attempts to stab Nemu with Ashisogi Jizō instead of stomping on her head after realizing that she has been incapacitated by his attack.