The covers in the sky began to string people up then consuming them whole which causes them to change form. The Elite Four were helping people out while Mako led them to the exits. Superman laid on the ground useless he was slowly getting his powers back but it wasn't helping the fact that the covers aren't allowing him to get much sunlight. He stared in horror as Ragyo just held on to Ryuko's heart as he was scared she will crush it or something worst.

Ragyo: Beautiful...

Mako: Ryuko!

Ragyo: Very few humans are merged this perfectly with Life Fibers. Truly, you are my daughter.

Mako: No way! Ryuko's the daughter of the director?!

Mako was being pulled up by one of the covers which Superman saw. He shot a  beam out of his eye but missed.

Mako: I'm being pulled up!

Barazo: Mako!

Mataro: Sis!

Sukuyo: Mako!

Barazo, Mataro and Guts tried to get her but failed miserably. Then Gamagoori tried to save her too.

Gamagoori: Cut the thread! Escape, Mankanshoku!

He was tackled by the covers knocking him to the ground.

Gamagoori: Mankanshoku!

Superman: Mako!

Mako: Some-bo-dy-help!

Mako was swallowed up by the clothing and everyone could only look in horror, Superman punched the ground seeing that he got some strength back.

Superman: Grrrrrrggggh... Dammit!

(F/N) gripped the ground ripping off a chunk of dirt, the dirt seep into his finger nails. He slowly got up as he shot a hole through a cover that tried to engulf him with his heat vision.

Ryuko: Shut up!

Ryuko sliced off Ragyo's hand after doing that Ryuko was breathing very heavily.

Ryuko: My dad is Isshin Matoi! You can't be my mother! That's impossible!

Ragyo: If I'm not, how else do you explain your body?

Ragyo reattached her hand while Ryuko's heart went back in her chest.

Ryuko: I said, shut up!

Ryuko slashed at Ragyo again but this time she missed. Ryuko was now swing viciously trying to hit Ragyo.

Senketsu: Calm yourself, Ryuko!

Ryuko: Stay out of this!

Nui: How very, very interesting! I knew there was something special about you! You're the greatest, Ryuko!

Nui was behind Ryuko and this was a unfair advantage for Ragyo since Nui was there to help her.

Superman: Hey... you one eyed bitch!

Nui: Huh?

Superman: That old man you killed in the hospital, tell me why did you do it?!

Nui: It was fun to kill that old man he was dying anyways. Why does it matter to you?

Superman: Why does it matter? It means everything to me?!

Superman sucker punched Nui hard enough to cause a shockwave throughout the school sending her flying into a wall. Superman walked over to the crater he made, he was cracking his knuckles and had a menacing look upon his face with the red glowing eyes. While this was going Satsuki was on the ground barely able to get up.

Satsuki: I'm... not... done just yet...

She pressed a button which causes the whole area to blow up as a lot of people were sent flying except Superman who just covered his face.

Sanageyama/Inumuta: Lady Satsuki!

Jakuzure: Satsuki!

The whole stadium explodes as Superman was flung back to the bottom of the town since he was weak right now. (F/N) stood there crying as he punched the ground repeatly.

Superman: DAMN YOU!

(F/N) takes off his costume only to be in boxers as he throws the suit away.

Superman: The world doesn't need a hero who can't protect the ones he love! I'm done with it I'm getting out of here!

(F/N) walks down an alley way disappearing into the shadows.

One Month Later

The covers have overtaken the town searching for more people the sky was cloudy and raining a lot. Mataro and Guts were sneaking past the covers trying to get food when one of the covers almost spots him. He was stuffing tomatoes in a bag while Guys with bread.

Mataro: Hurry, Guts!

After they gotten the food they tried to sneak away but they ran right into one of the covers.

Mataro: Get out of my way, you stinking business suit!

He threw a tomato at the suit running away from it. A figure in the shadows was watching them as they ran into a another cover. The covers wrapped up the two as this looked like the end for them.

Mataro: Oh, crap! Is this the end of the line for Mataro Mankanshoku?!

The threads were cut by something as Mataro and Guts were let go. It was revealed to be Jakuzure.

Jakuzure: Turn into a rotten dust cloth!

She cut the thread that held the covers making them drop to the floor.

Mataro: You're that Elite Four chick!

Jakuzure: Oh, you're that underachiver's...

More covers have appeared from the sky surrounding them.

Jakuzure: The streets are crawling with these scraps of cloth... let's get out of here!

Mataro went into the sewer holding the manhole cover open for Jakuzure.

Mataro: Then follow me!

They both escape into the sewer while a stranger wearing a cloak watched from afar eating an apple. The cover tried to snatch the man but he sliced them with a blade that was handcrafted.

???: Nudist Beach is here?

The man walked into the shadows while covers searched the area. After escaping through the sewers the three get to a camp where kids are doing there best to survive.

Jakuzure: So you kids have survived on your own this past month, huh? You're that underachiever's kid brother, all right. Your ability to survive is the one impressive thing about you.

Mataro: The name's Mataro!

Jakuzure: Come on, my ride' s waiting over there.

NORTHERN KANTO, SUSUKIGAHARA

Sanageyama was escorting people to an escape chopper while the covers were invading.

Sanageyama: Run! Run! Hurry! Just across this hill there's a chopper waiting! Damn, they caught up, huh? Hold together...

Sanageyama transformed in his Goku Uniform: Blade Regalia MKII.

Sanageyama: Blade Regalia MKII!

The covers unleashed a ton of threads trying to get Sanageyama but he chopped them all down. But his Goku Uniform couldn't hold the transformation so he reverted back to normal.

Sanageyama: Damn, it's finally reached its limit?

Suddenly a bunch of students appeared in front of him as they were willing to protect him.

Student: Boss! We'll hold 'em off here!

Sanageyama: You guys...

Student: The Northern Man to Gang Leader Alliance has some pride, too!

Sanageyama: Understood. Show those scrap cloth bastards what human beings will do when their backs are against the wall!

Student: Okay, guys, cut loose!

The covers tied them up in a red thread engulfing them but the Kanto gang members were trying to cut them up from the inside.

Sanageyama: Hurey! Get aboard while they're keeping them busy!

The helicopters were finished loading people up. Sanageyama was the last person to get on as the covers had consumed the Kanto gang.

Sanageyama: I'm sorry, guys...

Meanwhile in a hut

The cloaked man walked into a hut that looked kind of worn down but it was still roomy.  A dog came up to him as he pet the dog behind the ear then he fed the dog some meat.

???: Good boy.

The man took off the cloak revealing (F/N) who now has a beard and mustache. Since the month has passed he hasn't smiled to anything except for his dog Krypto. A knock could be heard at his door and when he went to open it he saw a man who was from Nudist Beach.

(F/N): For the last time Superman is done for, I am just regular (F/N) (L/N)! Nothing more nothing less! Good day.

Male: But we really need your help!

(F/N): I said, good day!

He closed the door then (F/N) heard Krypto whining so he went up to him and sat next to the dog. (F/N) was sad enough as it is since his father's death. (F/N) unsheathes his blade that he made but he just stares at it as he thinks of some things. Ever since the funeral (F/N) hasn't been the same. (F/N) was sharpening the sword he had crafted then began shining it.

(F/N): Why can't people understand that Superman is no more... I can't do it because the people I care about get hurt! I have all this power and I couldn't save my father. They don't need a failure for a hero.

(F/N) drinks some water out of a canteen he had from his bag. Krypto was in a deep sleep as (F/N) decided to cut his long hair to a short length but kept the beard. He sighed when he thought about the times he spent with his friends and family then he began to cry.

(F/N): I miss you pa... Ma is safe and sound.

4 Weeks Ago

Pa (L/N)'s Funeral

(F/N) say down with his adopted mother holding her as she cried into a tissue. The Kryptonian felt anger and sadness when he was asked to speak a couple of words about his adopted father, he went up there and tears fell from his eyes.

(F/N): I would like to thank all of you for coming, friends and family. He would have loved to see all of us together... Dad was always there for us, always putting others before himself. Growing up to his wise words have gave me a sense of direction in this world, how to get back up when the world pushes you back. (FD/N) (L/N) was a man who I always went to when I needed to know from right or wrong. All I left to say is goodbye dad I'll miss you, we'll all miss you.

He sat back down with his mother hugging her then later they put the coffin in the Hearse. (F/N) and his mother drove the cemetery following the cars in front of them. When everyone was there (F/N) and the other pallbearers help unload the coffin taking it to the grave they have dug up, he held the urge to cry when they brought the coffin to the burial site. After they lower the coffin in the grave (F/N) put his arm around his crying mother and they walked to the car.

Ma (L/N): He always wanted to be buried in this exact cemetary.

(F/N): Yeah...

Ma (L/N): I'll bake us a pie...

(F/N): No ma, I'll cook for us you need to sit down.

Ma (L/N): Oh thank you.

You: No problem.

Current Day

NUDIST BEACH SECRET BASE

Gamagoori: Show the people we to the living quarters area!

Jakuzure: Good work. Looks like you guys had it rough, too.

Sanageyama: Yeah.

Gamagoori: Is that Mankanshoku's little brother?

Jakuzure: He said he and his friends had been living in the sewers under Honnou Town. They're an impressive pack of rats.

Mataro: I said the name's Mataro Mankanshoku, Elite Four chick!

Jakuzure: I'm Nonon Jakuzure. Call me Lady Nonon, underachiever junior!

Gamagoori: If you want others to call you by name address them properly first, Jakuzure.

Jakuzure: I'm ever so sorry, Mr. Disciplinary Committee Chair.

NUDIST BEACH COMMAND CENTER

Inumuta: Northern Kanto Gang Leader Alliance has now fallen, too. This means that all academies that were under Honnouji Academy's control have all been destroyed by the COVERS.

Aikuro: Which means that the bastions of the resistance movement Satsuki built to fight the Life Fibers have been lost.

Inumuta: Sanageyama also lost Goku Uniform, which was the last we had left.

Inumuta: Sanageyama also lost his Goku Uniform, which was the last we had left. All we have left now at Jakuzure's Bakuzan-Gako and Gamagoori's Bakuzan-Kouryu. Both were reformed from Lady Satsuki's shattered Bakuzan.

Tsumugu: And my Tailor's Glove and your Dotonbori Robo.

Aikuro: DTR.

Inumuta: Whatever.

Aikuro: "DTR," got it?

Inumuta: I only hope that the item that Iori is frantically working on is ready in time.

Aikuro: If they hadn't been destroyed by you people, we would have more proper facilities. If you were planning to rebel against Ragyo, I think you could have at least considered the option of joining forces with Nudist Beach.

Inumuta: When many people know a secret, it's going to get out. Even at Honnouji Academy, the only people who were aware of her real intentions were we of the Elite Four, the Sewing Club's Iori, and her butler, Soroi.

Aikuro: Well, considering that I never caught on that you guys knew that I was undercover as a teacher, I can't really brag.

Tsumugu: But why isn't there any uproar among the media and the populace even though COVERS are attacking academies all over Japan?

Aikuro: They're already being mentally influenced.

Inumuta: Clothing made by Ragyo Kiryuin's REVOCS has reached the entire population. The Life Fibers woven into them are manipulating the minds of their wearers and devouring any unnecessary information from their brains.

Tsumugu: "They have eyes but fail to see and ears but fail to hear," huh?

Aikuro: Well, they do use human psychogalvanism as their energy source.

Inumuta: Honnouji Academy's students have been building up a resistance to Life Fiber manipulation by wearing Goku Uniforms.

Aikuro: Pretend to be obedient to Ragyo, and use her money to create soldier to defeat her... That Satsuki Kiryuin girl is a real piece of work. What's even more impressive is Mr. Soroi here, who played dumb as he served Satsuki as her butler.

Soroi: I merely made tea. As I do now.

Soroi served them tea which they all drink calmly.

Soroi: However, I have not given up on making more tea for Lady Satsuki.

Inumuta: You're right. After all, even we Elite Four survived. But we failed to get Superman on board.

Aikuro: What about the other one?

(BACK-ALLEY) INFIRMARY

Ryuko laid there in a comatose state but by her side was Senketsu, Barazo and Sukuyo.

Senketsu: Ryuko... Why won't you wake up, Ryuko?

Sukuyo: I'm so sorry that we can't speak with you, Senketsu. The rest of us can't tell what you're saying.

Senketsu: Mrs. Mankanshoku...

Sukuyo: But it's plain as day that you're alive, that you're Ryuko's Sunday best, and that you're worried sick about her.

Senketsu hugged Sukuyo crying about Ryuko being in that state.

Senketsu: Mrs. Mankanshoku!

Sukuyo: Now, now... If I were 20 years younger, I'd  wear you in a heartbeat.

Aikuro walked in the room acting like he usually does.

Aikuro: How is Ryuko today?

Barazo: I can't tell one way or the other. But the wound from when her heart was pulled out is already healed. It's... how to put it? Downright inhuman.

Senketsu: What did you say?!

Aikuro: Calm down! You carried Ryuko's unconscious body to us. Even if we can't talk to each other, we understand how you feel.

Barazo: Well, when a patient wants to sleep, it's best to let them sleep. After all, she had a few nasty shocks.

Sukuyo: I still can't believe that Ryuko's mother was Ragyo Kiryuin...

Aikuro: I hadn't heard anything about it from Dr. Matoi, either. If I'd known soonee, maybe I could've done something to soften the blow.

Barazo: What's done is done. Sometimes things work out just by being alive.

Mataro: Dad!

Barazo: You're alive! You're a Mankanshoku boy, all right! See, sometimes things do work out.

Aikuro: True. Maybe it work the same for (F/N)...

Mataro: I'm sorry. I never found Sis.

Gamagoori: Boy, you were searching for Mankanshoki?

Mataro: Yeah. I thought that if I stayed in Honnou Town, I might be able to find that cloth bastard that swallowed Sis, but before I knew it, it was all I could do just to stay alive. A mysterious man would leave us food sometimes.

Sukuyo: I'm proud of you for trying, Mataro

Barazo: Don't grieve just yet! Mankanshoku girls don't die that easy.

Suddenly Gamagoori grabbed Mataro which hurted pretty badly due to his big hands.

Gamagoori: Listen, boy! I will rescue your sister, no matter what! Ira Gamagoori will devote body and soul!

Mataro: Ow! You're breaking my collarbone! Dad!

Barazo: Oh, that's broken, all right. That'll be 10 million yen in damages, buddy.

Gamagoori: Ten million?!

Aikuro: When I look at your family, it gives me hope that the human race can still survive. Maybe, we may have the hope we need after all.

HONNOU TOWN

(F/N) walked through the alleyways searching for any food and water to give to people. He wasn't a hero anymore in his eyes he just wanted to do the right thing. (F/N) held his blade over his shoulder, the sword was a long sword that was made with good quality metal that (F/N) found.

(F/N): This is just the best damn day ever, the rain just never stops does it?! Well I'm just gonna get food to the survivor camps then back home for me. I mean Nudist Beach doesn't need me when they have Ryuko Matoi. They think I'm gonna make a difference when I couldn't save my own father...

(F/N) swung the blade behind him cutting up a cover that tried to sneak up on him, due to the quality of his blade it was able to dice up the cloth.

(F/N): I could've saved him...

The Kryptonian found a bunch of food grabbing all he can for survivors. After he got all the food he can (F/N) brought the food to a camp nearby and he dropped it off. A woman and a man walk up to thank (F/N) who was not really wanting the thank you.

(F/N): I don't have time to stay just enjoy your food.

Man: We have to thank you, you are our guardian angel!

Woman: We can't thank you enough for delivering this to us! You're a superhero!

(F/N): No I'm not a hero, I just want to do all I can.

(F/N) walked off going back to the hut to protect Krypto from the covers since Krypto was getting weaker by the day.