Rukia talks with Aaroniero Arruruerie, whose face is that of Kaien Shiba. Aaroniero says that he is Kaien and explains how he got there after Rukia killed him. Aaroniero then asks Rukia if she would offer her life for the man she killed. Rukia wants to accept, but she says she can't until she rescues Orihime.
Aaroniero then says he will forgive her if she kills her friends and brings them to him. Rukia immediately realizes that this is not Kaien and she attacks. However she is at a disadvantage because Aaroniero has Kaien's memories of her training and fighting skills.