Nnoitra recalls his past encounters with Neliel, in which Neliel sparred with Nnoitra and easily defeated him. In one session, Nnoitra demanded that she continue the fight until one of them died, and Neliel refused. As a result, Nnoitra attacked Neliel's subordinates, Pesche and Dondochakka, and with Szayelaporro's aid, paralyzed Neliel long enough for him to land an attack on her. He left her outside Aizen's palace, where she transformed into an amnesiac child, in which Pesche and Dondochakka vowed to protect her. In the present, Nnoitra taunts Neliel about their past and Neliel prepares to release her zanpakutō.