Satsuki returns to her mansion to recover from her battle with Ryuko. Impressed by her daughter's prowess with Junketsu, Ragyo shows Satsuki a chamber in their mansion containing the original Life Fiber, a parasitic extraterrestrial that produces other fibers to feed on mankind. She then instructs Satsuki to organize a school festival as the final step in her plan to distribute COVERS, an army of Life Fiber clothing, across the world. Meanwhile, Aikuro and Tsumugu guide Ryuko and Mako to an undamaged section of their underground base. Aikuro reveals that Life Fibers are what induced humanity's evolution into Homo sapiens and the instinct to wear clothes. He further explains that Isshin, who founded Nudist Beach, created Senketsu for Ryuko to wear and fight the Kiryuins when she came of age, as she displays a high resistance to Life Fibers. Ryuko becomes outraged that Nudist Beach sees Senketsu as little more than a weapon and takes him off, refusing to let him kill his own kind. Deeming them of no more worth, Tsumugu prepares to kill Ryuko and Senketsu.