The counter attack fails and the Elite Four, Nudist Beach and Ryuko (who falls into a coma later) are forced to retreat while Satsuki is captured by her mother. A month passes and Ragyo's forces have oppressed near all of Japan. But Nudist Beach, which now include the Elite Four, haven't given up the fight yet.
Tropes in this episode include:
- Badass in Distress: Satsuki is stripped naked and hung from chains on a giant cage. Ragyo takes this opportunity to gloat about it, and molest her again by stroking/spanking her bare buttocks.
- Big Damn Heroes: Just before Mataro and Guts are absorbed by a Cover, Nonon shows up to slay the alien and get them to safety.
- Brainwashed and Crazy: Nui managed to use her own mental stitching on several Honnouji Academy scientists to help her kickstart her ultimate project.
- Cliffhanger: Ryuko awakens from her coma only she's pissed beyond belief and declares that she wants nothing to do with Senketsu anymore.
- Damsel in Distress: Mako ends up being captured by the invading Covers and is used as a life source for a month.
- Defiant Captive: Even after being held captive for a month and molested by her mother, Satsuki retains her stoicism and shows no signs of giving in to what Ragyo wants.
- I Did What I Had to Do: Inumuta defends his friends' actions in destroying the Nudist Beach base as they needed to commit to the act of being loyal allies to Ragyo.
- Fan Disservice: Satsuki being naked is decidedly less titillating to look at when she's being tortured and is covered in wounds.
- Giant Mook: The Cover that absorbs Mako becomes bigger and significantly stronger compared to the other Covers.
- Godiva Hair: Satsuki's breasts are covered by long strands of her hair when she is naked and hung up inside the cage.
- Heroic Sacrifice: Several of Sanageyama's old gang buddies fight against the stronger Covers to help a group of civilians get to safety.
- Hypocritical Humor: Nonon takes offense to Mataro calling her "Elite Four Chick", only to be reminded by Gamagori that she should refer to others by their true names if she wants the same respect.
- I Am a Monster: When Ryuko recovers, she is more than a little pissed about her Life Fiber origins. She refuses to wear Senketsu and yells this word for word.
- It Runs in the Family: Much like how Mataro and Masaro are shameless perverts, Suyuko can't help but lust over Aikuro's naked body.
- Nice Job Breaking It, Hero: Downplayed. Aikuro brings up that because the Elite Four took part in destroying Nudist Beach's main base, they're without sufficient resources and have a harder time fighting the Covers.
- Nothing Is the Same Anymore: Ragyo turns the tables on Satsuki's rebellion and her Life Fiber assimilation plan proceeds without a hitch. A month passes and it is shown that the Elite Four have joined forces with Nudist Beach to fight the Greater-Scope Villain.
- Secret Weapon: Satsuki is fully aware that Ragyo is plotting to create an ultimate weapon known as Shinra Koketsu to complete her invasion of Earth.
- Ship Tease: This was a good day for Mako x Gamagori shippers.
- When Mako is slowly taken by the Covers, Gamagori makes a vain but desperate jump to save her.
- He later promises Mataro that he'll devote his heart and soul in to rescuing her.
- And when he does rescue her, he presents Mako with some Nudist Beach gear while he looks away in embarrassment. It doesn't help that Nonon and Sanageyama tease him for it.
- Time Skip: A month after the previous episode passes.
