In this episode, Mabashi uses his doll to control the Shinigami and make them attack others. Captain Unahana tries to heal them but discovers that the only way to save them is by capturing the puppet master (who is Mabashi).

Mabashi poisons Soifon who weakens, and then leaves her to die. Mabashi comes back to torture Soifon more before she dies, but Soifon has a big surprise for him that ends his life.

The episode ends with Sawatari and Mayuri meeting each other and getting ready to fight.