Team Guy, who were out on a mission, make their way back to Konoha when Neji spots the wounded Gamabunta, recognising the toad as Jiraiya's personal summon. In the village, Hinata is able to spot the pinned Naruto with her Byakugan and recalls memories of first encountering Naruto when she was younger. Her guardian, Kō, had told her to stay away from him as she heard the villagers gossip about the Nine-Tails. However, after a group of thugs pushed her around, Naruto came to her defence. Remembering how Naruto had protected her, Hinata leaps into the battlefield in order to protect Naruto for once.
Naruto asks why she would enter the fray and attempts to convince her to leave, telling her that this is his battle. Hinata then proceeds to confess her love for Naruto and pulls out one of the black receivers that Pain has embedded inside Naruto. Using his Shinra Tensei, Pain's Deva Path pushes Hinata away. Hinata manages to stands up and activates her Gentle Step Twin Lion Fists, and proceeds to run towards and engage in combat with Pain, who tracks the movement with his Rinnegan and is able to evade being struck. However, when Nagato begins to cough blood, he loses his concentration for a brief second, allowing Hinata to land a blow. Seeing the dazed Pain, Hinata pulls out another receiver, and is pushed even further away, this time through the air.
As Hinata lands across the crater, she begins to bleed from her head. Naruto cries out for her safety, as Hinata crawls her way back towards Naruto, remembering how Naruto cheered for her during her battle with Neji, and how he had told her that he liked people like her. As she makes her way to Naruto, Pain asks her why she would attempt to fight him or try to save Naruto if she knew she would die as a result, and Hinata claims that she would never give up, as it is her nindo, stunning Naruto. Pain then uses his Shinra Tensei to send Hinata upwards through the air and pulls her back down. As her falling impact cracks the ground, he proceeds to take his blade and stabs her, killing Hinata. As Naruto sees the blood seeping out of her, Pain merely remarks that this is the same way his parents died, being murdered by shinobi from Konoha. Enraged at Pain's callous murder of Hinata, Naruto unleashes the power of the Nine-Tailed Fox and enters into his Version 2 form.
This episode heavily expands the scene from the manga. In the manga, Hinata only initiated the Gentle Step Twin Lion Fists technique, but Pain stopped her from using her technique while she was running towards him. In the anime, she battles him for quite some time: as a result, the extended battle demonstrates that the Six Paths of Pain are effectively dolls who become completely vulnerable if the caster is distracted for any reason. She also made no attempt to remove the black receivers in the manga unlike in the anime, instead choosing a more direct approach in opting to try and force Pain away from the pinned Naruto and buy him some time.