I do not own Kill La Kill. Kill La Kill is owned by Trigger and its respectful owners.

Philia groaned as she opened her eyes, there she saw a bright light shining down on her.

'Hm, I guess I died...' she sighed, 'Though I assumed I'd be going down rather than up.'

"Philia? Are you awake?" a voice spoke. She assumed it was God, though God sounded familiar.

"Yeah, I guess." the girl grunted. A figure appeared above her, casting a shadow. "Though I expected eternal fires and torment rather than paradise." The figure moved closer revealing Ryuko's face.

"Oh, it's just you, Ryuko. Well, I guess that's the same as hell." Philia closed her eyes in acceptance before she was punched in the gut.

"Son of a-!" Philia threw a punch back at the punk, hitting her wounded side.

"GAH! DAMN IT!" Ryuko punched the shorter girl back, hitting the hole in her stomach.

What the hell was that for-, Augh!" Both idiots hissed as they held their wounds, glaring at each other. Philia raised her shirt revealing her whole body was bandaged. Red began bleeding through the gauze. Ryuko rushed to her friend's side, she also hissed in pain. Philia's side was bandaged and held a stain of red. Most of the girl's bandages were slowly turning red.

"Ah, damn it, Philia! You opened your stitches!" Ryuko heaved the shorter girl onto a cot. She checked her wounds before the door slammed open. Mako and her family rushed in, everyone asking questions and being a bother.

"So, what happened while I was out?" Philia held back a yell as Mako's dad redid her stitches. Ryuko sat next to her, Sukuyo reapplying the dressing on the girl. It seemed like the punk got into a fight she couldn't handle. But she didn't seem too hurt.

"Oh! Ryuko got her butt handed to her by some mohawk dude!" Mako answered. Ryuko shoved the coconut away, trying to avoid eye contact with the older girl.

"I did not! He cheated!" Ryuko growled as Mako hugged her. "He used a buncha of special weapons that worked against Senketsu and me!"

"He didn't even have a Goku uniform!" Mako added before Ryuko grabbed her in a headlock and gave her a noogie.

"Wowwwww... I leave for a one day, and ya get yer ass kicked by a practically naked man," Philia mocked but hissed with her stitches were done. "Thank ya, Mr. Mankanshoku. How'd ya manage that, girl? Ain't cha supposed to be superhuman with yer Kamui?"

"Like I said, he cheated!" Ryuko growled. "He didn't fight me fair and square! He used missiles and guns, and he kept on running away like a coward! Reminds me of someone else."

"Hey, I'm just surprised that it took someone that long to use their heads instead of their brawns to get ya. I mean, I would have done the same thing if I fought ya." the older girl wearily stood up, her body was sore as all balls and she felt exhausted, but she was otherwise fine. "But ya said he used special weapons? Like infused with Life Fibers?"

"I dunno, it was some shit like needles he fired from an Uzi." Ryuko walked over to a table where Senketsu lay. Philia could see numerous cuts and holes in the fabric, and that wasn't to mention the giant gash on the side. It was stitched together haphazardly but seemed to be healing. Injuries that would have normally healed or have been stitched back together remained. He looked rather rough, to be honest.

"He's alive, just knocked out, I think," she mumbled the last part. "I know he looks rough, but he's getting better. He was a helluva lot worse yesterday."

"What happened? Who did this to ya?" Philia turned to Ryuko, noting how tense she was. "I swear I'll find the bastard that did this and I'll kick his ass! For Senketsu and ya!"

She hissed as her side ached.

"Whoa! Listen Phil, I know you're tough and all, but trust me you don't wanna meet this guy. He's a real tough bastard. If Senekstu and I couldn't beat him, what makes you think you stand a chance?"

"Cause I ain't ya," Philia rubbed her side. "I just took on nightmare blobs and their mom, so ain't no random guy gonna run yer fade and make ya bail like a wimp!"

"Wha-! I ain't no wimp!" Ryuko was offended. "And I didn't bail! It was that guy who took me to Mikisugi's hideout."

"Mikisugi?" Philia paused before her brow furrowed. What did this man and Aukiro have to do with each other? "Wait, it wasn't one of the clubs that kicked yer ass? Oh, speaking of clubs I can finally join."

"They didn't kick my ass! And, that's what I was thinking! See I asked Mako's little bro, Mataro, if he knew anything about that asshole. Check it out." Ryuko showed Philia some images on her phone, the smaller girl having to stand on her toes.

"Well, I'll be prime minister on a questionnaire! Why I oughta find that bugger and ram my foot up his ass!" the woman kicked her foot, but yelled from her side. "Let's get to the bottom of this! Come on!"

"Damn straight!" Ryuko followed before pausing. "Um, actually..."

"Huh? Whazzup?" Philia paused at the front door.

"Well, don't you think it's dangerous to go to school?"

"Ryuko, it's always dangerous to go to Honnji Academy. It's a school filled with superhuman students and everyone's after our heads."

"I know that!" Ryuko scratched the back of her head, trying to avoid eye contact. "It's just, since we're both injured then maybe we should take some time off? You know, heal up a bit?"

Philia paused before turning to the punk and putting her hands on her hips. Was Ryuko really acting like this? Her hesitation to look her in the eyes, the way she was chewing on the inside of her cheek and the way she was playing with the ends of her hair told her bright as day she was right.

"Matoi Ryuko, are ya afraid that mohawk guy will be there?" Philai couldn't believe it. She was glad the scarf had her smile or else Ryuko would have punched her in the face.

"Wh-Wha?! NO! I am not afraid!" Ryuko stared at the smaller girl with a look. How dare Philia even think that she could be afraid?! She's taken on whole gangs of thugs, crazy students with superhuman uniforms, and taken on Satsuki! She was Matoi Ryuko and she was not afraid!

"Oh really? Then why don't ya wanna go to school?" Philia had to keep a straight face.

"Well, cause it... because it's school, y'know! Learning's for chumps, me and Mako don't even pay any attention to the teachers." Ryuko was just spitting bullshittery. "Besides I'd rather skip class and go hang out with my friends!"

"Ryuko," the older woman gave the girl a 'really?' look. "Everyone's trying to kill us. The only friends ya got are me, Mako, and yer uniform ya talk to like a crazy person."

"I am not a crazy person! Tell 'em Senketsu!" Ryuko turned to the Kamui but forgot that no one else could hear him.

"Riiiight... Look Ryuko," Philia put a hand on the taller girl. "I can only guess that the fight with that naked man showed ya that yer not invincible. And that must have spooked ya. And now ya feel like without Senketsu, you're weak."

"I mean, ya kinda are against Honnoji Academy. Yer like me, except I got better hair and I know how to fight and I ain't a wimp, and-"

"Are ya going somewhere with this or is my foot going in yer ass?" Ryuko glared at Philia. The woman cleared her throat.

"My point, Ryuko, is that it's okay to be scared. Being scared is just a natural feeling. But sometimes ya gotta overcome that fear. So, why don't ya, Mako, and I all go to the academy and see Mikisugi so we can all shove our feet in his ass?"

Ryuko still wasn't convinced.

"I... I dunno. What if we're attacked or Mako's taken hostage or-"

Philia cut the girl off by lightly clapping her cheeks. No, not those cheeks you pervert. The older girl held Ryuko in her hands, her mismatched red and blue eyes staring into Ryuko's cobalt blue.

"Ryuko..." Philai said with a certainty. "We will be fine. I'll watch yer back and ya watch mine, and we'll both watch Mako's, okay? Nothing's gonna happen to us as long as we're together. I won't let anything happen to ya or Mako."

Ryuko stared into Philia's ruby and sapphire colored eyes, the firm conviction and fierce determination calming the irrational fear in her brain. The taller girl felt her cheeks warm up as she relaxed. Things have always been against her and her friends. Just because she couldn't wear Senketsu didn't mean she was weak.

"Yeah, I suppose you're right." Ryuko put a hand on Philia's, a smile gracing her lips.

"So are they gonna kiss or what?" Someone whispered. The two girls turned to see the entire Mankanshoku family peeking from behind the wall, spying on them. The parents had video recorders and the two siblings were taking photos with their flip phones. Guts was also staring with his massive dinner plate eyes, waiting and watching.

The two girls looked to see that from their position it seemed like they were about to kiss. They both turned as red as cherry tomatoes and they leaped from each other.

"It's not what it looks like!!" the two blurted as they aired out their shirts. Was it hot in here or what?

"Damn it Mataro, why'd you have to ruin the moment and blab your mouth!" Mako bonked her brother on the head. Damn! Her ship was ruined!

"And why the hell are ya recording?!" Philia yelled.

Quit taking photos!" Ryuko strangled the siblings.

~ ~ ~

A truck was being unloaded, a forklift pulled out a massive crate as One Stars made sure everything was in order. A blond with a mask over his mouth signed some paperwork before Sanageyama checked up on the boy.

"Everything's in order?" he asked looking at the shipping crate. It was a highly specialized made to house the cargo. Air hissed as the crate was depressurized before another crate, just as big, was pulled out.

"Everything seems to be," Shirō Iori signed the last of the papers. The One Star nodded before they followed the forklift. Heading deep underground and into a lab within the academy, the crate was once again depressurized and opened revealing a smaller, albeit still giant, container. Within the container was a tightly wrapped bundle of red threads.

"Huh, that's a whole lotta Life Fibers," Sanageyama commented as he looked at another container within the second crate. "And what's that supposed to be? An instruction manual?"

"If only it was," Iori said as the second container was unloaded as well. Inside the container were several wooden beakers and test tubes. Many more One Stars all dressed in hazmat suits began taking out the glasses.

One of the One Stars tripped and his glass was thrown from his hand.

"WATCH OUT!!" Iori screamed as the glass fell to the floor, but Sanageyama was quick to catch the beaker.

"Look what you almost did you fool!" Iori screamed as he took the container. He turned to the One Star who was on the floor prostrating himself and begging for forgiveness.

"I'm sorry club president-!" he didn't get to finish before Iori slammed a foot on his head. The glass visor cracked as the blond yelled at him.

"Do you realize what you almost did?!" he screamed, "These vials and beakers contain some of the most dangerous materials known to man! If you were to expose us to this we'd all be dead!"

"Get him out of here!" he ordered students and they complied. The One Star cried and begged as he was dragged away. Tears and snot dripping down his face. Iori held the glass vial as if he was holding a bomb, his hands trembled and he examined the materials inside.

"Sheesh, what's all the fuss? That a bomb or something?" Sanageyama watched as the One Star was dragged away, never to be heard from.

"I'd rather be holding nitroglycerin than this thing." Iori gently placed the vial into storage before letting out a massive sigh. He turned to the other students. "If any one of you EVER treats these materials like that fool... Then you'll never be heard from again."

"What is so special about this material, Iori?" Inumuta leaned down to examine the vials. He made sure not to touch the containers as the tailor seemed tense.

"As you know, the Life Fibers are an amazing material. They are what Goku uniforms and Kamui are made of. Superhuman athleticism, stronger than steel, able to give people amazing powers if used properly."

The boy grabbed a remote control and turned on a monitor. Images and photographs revealed the vibrant scarlet red Life Fibers. The screen changed showing the vials lightly filled with a mystery black power.

"Just like the Life Fibers, I have no idea where this material comes from. It comes in clumps of petrified Life Fibers, essentially fossilized Life Fibers." he showed another image. What looked like the inside of a tree revealed the ashen black and gray remains of Life Fibers. The wood of the tree was dried and dead.

"Unlike the Life Fibers, this material is highly dangerous and should not be handled so carelessly." he gestured to a one way window where in a testing chamber, that same clumsy One Star was strapped to a table. His hazmat suit was still on, but it appeared that didn't matter.

"Any living organism that comes into contact with these petrified Life Fibers suffers rapid and near immediate decay. As you can see, it will even go through protective suits."

A machine was lower, positioning itself right in the boy's face. The student's head was held in place as a solid chunk was very slowly ground. The minuscule bits and grains of the fossilized Life Fibers fell on the mask. The boy cried and screamed as the crack on the visor was shattered and the dust entered the suit.

https://youtu.be/kMpRVY1imzM

"Christ on a stick! Shut that damn thing off!" Sanageyama covered his ears as Iori turned off the speaker.

"As you can see, that is why I am so strict on the handling of these materials. Any and all organic material just dies. The flesh is turned into ash and the bones are turned to dust. So if even a minuscule amount of this were to touch us, we'd all end up like that poor bastard."

"Why not wear better suits?" Inumuta didn't tear his eyes from the body. The suit obscured the corpse inside, but he could already see splotches of black and grey forming on the yellow.

"Even inorganic material begins to deteriorate. Steel rusts, glass grinds to powder, and plastic is just eaten away." Several students entered the room, all of them equipped with massive heavy flamer throwers. Without hesitating, they blasted the body. Fire and flame screamed as they scorched the floor and table. They held the flame, never letting up, only stopping to replace their fuel canisters.

"We've found that the only proper containment is the fossilized wood fashioned into vials and beakers."

"What use could one use for this?" Inumuta tore his eyes away. The researchers continued to burn the corpse.

"That's what I'm here to find out." the blond led the two to another lab, there robotic arms ground the chunks of fossilized Life Fibers into a powder. The powder was then mixed with chemicals, the fluid turning pitch black.

The two Elites watched as another set of machine arms holding spools of Life Fibers ran a string through the foul tar. The beautiful crimson red thread began losing its color as splotches of grey and black began forming.

"Living Life Fibers seem to resist the decay of the tar we made, but not for long." the thread was run through the tar again and again, the red fading more and more as the black was sucked into the thread.

"But rather than completely breaking down, something else happens." the black Life Fiber then dried immediately, leaving a dried outer shell. The ash grey coating cracked and fell off the thread revealing a pitch black thread. The Life Fiber was as black as night, seemingly absorbing the life of the room.

"What is this Iori?" Inumuta turned away from the thread. The blond opened his mouth before someone else spoke in his place.

"So ya wanna know what they're called, huh?" Everyone turned to the new arrival. A tall lanky man dressed in a tattered lab coat stood before them. His hair was black, with graying strands, his glasses were cracked and he had a wicked smile that was just a tad too wide.

"Who the hell are you? And how did you get in here?!" Iori yelled as several One Stars came out of nowhere. They all rushed the man but their hazmat suits and Goku uniforms were suddenly shredded into pieces. Deep cuts and lacerations littered the students' bodies, severe enough that they would soon need medical attention.

"Me? I'm Dr. C and these new fibers... I call them Death Fibers."

~ ~ ~

The trio of girls made their way to their class where Mikisugi resided. Despite being the shortest, Philia led them with Ryuko behind her and Mako last. The older girl kept an air of confidence, trying to make up for the anxiety Ryuko had. The punk was looking everywhere, her eyes scanning the place. Students walked along, minding their own business, though there were a few that sent dirty looks at them. Ryuko doubled the filth and returned glares twice as nasty. Mako hummed mimicked her friend and gave harsh glares at anyone that looked at them funny.

Inside Mikisugi's classroom, the man was signing papers and grading tests. Most of his students barely put any effort and would stay in their positions. There were a few though that tried their best hoping to rise up in Star rank. Not that it'd mattered. Rank was determined by your value and strength to Satsuki and Honnoji Academy. The poor fools.

"If only the Kiriyuins were to be toppled soon." That was his plan though. Hoping Matoi would be that to take down Satsuki. Or at least soften her enough for Nudist Beach to finish the job. If only some-

"BODY ONCE TOLD ME!!" the bulkhead was slammed open only for it to bounce back close in whoever's face. However, Aikuro had a hunch about who was knocking on his door this late.

"The world was gonna roll me!" Philia opened the door, making sure not to kick it open. "I ain't the sharpest tool in the shed."

Aikuro was blessed with the three troublemakers in his doorway. Philia stood proud and tall, though that wasn't saying much. Ryuko, in contrast to her usual demeanor, was guarded, eyes scanning the room. Mako also stood proudly, ready to jump anyone if needed.

"Why is it whenever there's trouble it's always you three?" Aikuro tried to greet them with a joke, but apparently, none of them were having that.

"Why were you and Mohawk seen together?!" Ryuko slammed a foot on his desk.

"And why was Mohawk sent after Ryuko?!" Philia slammed a foot on his desk too.

"And why does Mohawk want Ryuko's uniform?!" Mako slammed her foot on his desk as well.

"What? I have no idea what you ladies are talking about?" the teacher tried to feign ignorance, but the three of them slammed their fists on his desk.

"We know you're lying!" Ryuko growled.

"We know ya know him!" Philia snapped.

"We haves proof!" Mako accused.

The girl showed him images of the mohawk man and Aikuro eating noodles and laughing. The agent cursed. He knew he shouldn't have asked Tsumugu to stay longer. He couldn't help it though!

The man dropped his head, his hair shadowing his face. The three leaned in, all of them frowning before the man jerked his head up. The three girls jumped back and fell on their asses. Aikuro slicked his hair back before he posed.

"Not here. Too many eyes and ears with you three yelling." Suddenly there was a knock on the door. The three turned to the bulkhead before urging Philia to open it.

"Why me?!" Philia turned the valve on the door.

"Because you said you watch my back!" Ryuko held her scissor blade out.

"Mem mem mem mem mem," the wanderer mumbled before opening the door. The two girls readied for a fight but found only a wooden board. Carved into it were the words 'CHALLENGE MEET AT GYM' followed by three stars. It was obviously directed at Ryuko who stared at the board.

"Ryuko, ya know ya don't have to," Philia said.

Ryuko bit her lip as she pondered. The three stars must have meant that one of the Elite Four, the only four people with Three Star Goku uniforms, was challenging her. Her mind went back to her fight with the mohawk man, but she crushed it. She needed to overcome her fear. She wouldn't lose like last time.

"She's right, Ryuko." Aikuro stood up. His hair was down, back to that shaggy mess. "I don't want you to fight whichever Elite Four is challenging you. Though from the suddenness, I'd have to guess its Sanageyama. The boy does love to always fight. You haven't fully recovered and you'll just end up getting your behind given to you."

Oh... oh so he didn't think she could do it huh? Well, now she had to accept this challenge! She ain't no pussy! She was gonna beat this Elite jerk and show this pervert who's boss! No more pissing her pants.

"Uh oh, I don't like that face." Philia saw Ryuko getting pissed. The punk walked right up to the teacher and got up in his face.

"Screw you! I'm gonna beat that Sanagaymama whatever his name is and then you're gonna tell me everything I wanna know!" she turned and stormed off. "And you better be ready!"

"Ryuko, wait up!" Mako and Philia chased after the vagabond, but not before sending an inquisitive glare at the teacher.

~ ~ ~

Ryuko entered the gymnasium where Sanageyama awaited her. The mass of students all surrounded them, waiting in anticipation. They were all mumbling and whispering, wondering who would win. Some said that the punk would never beat the Three Star Elite. Others hoped that the green haired bastard would get what was coming to him. In the end, everyone was waiting for the battle.

"Well, well," the green monkey smirked as rolled his shoulder, "I was beginning to think you wouldn't come."

"Please, I was called out by one of the Elite Four! I can't in right mind refuse a good challenge." Ryuko grinned as she stood against the boy.

"More like cracked mind," Philia mumbled to Mako.

"I heard that!"

"That's great!" Sanageyama popped his knuckles. He got ready as did Ryuko. "I like that kind of attitude. Come on, let's do this!"

And with that, the three stars on the uniform's collar flashed. Lines of arrowed threads opened up. A triangle surrounded the boy's muscled form, his body was absolutely shredded like an artist masterfully carving his body out of an oak log with a chainsaw. The boy opened his arms wide as he embraced the three stars rushing him. The threads all then tightened around his body, the arrows locking in perfectly like the scaled armor of a pangolin.

And what an armor it was. A giant green gauntlet was formed as shoulder pieces and armored leggings revealed themselves. A massive chest piece held up what looked like two shoulder mounted missile launchers. The head of this green armor was a yellow helmet with a grilled visor.

THREE STAR GOKU UNIFROM: BLADE REGALIA

"Kamui's aren't the only things that can transform."

"That's a uniform?!" Philia's jaw dropped. That thing was more like an armored mecha suit! He looked like he could shoot missiles out of his shoulders too. If she got a Goku uniform, could hers transform like that?

"Thanks for pointing out the obvious Einstein!" Ryuko grinned as she yanked her trigger. She transformed into her revealing suit, and everyone went wild over tits and ass. However, there was a visible wound on the girl's side. And now that Philia got a good look at it, she felt her stomach drop.

It was honestly quite nasty. Mako's dad did a damn fine job fixing her up, added with Ryuko's weirdly insane healing, but there was still fresh scaring and a bit of red too. Philia made a mental note to talk to Ryuko later.

The fight began and the two fought. Ryuko lunged at the armored boy and slashed him down the middle. But it was a mirage as, somehow, the massive uniform had dodged faster than everyone could see.

Startled, Ryuko lunged at the boy and slashed at him. But with surprising agility, Sanageyama dodged and weaved in between swings. Ryuko continued to attack but failed to land even a single hit.

"How pathetic! All of your attacks are so predictable." The boy made a fist and a bamboo sword shot out. It struck the girl in the gut, knocking the wind out of her. Not letting up, the boy struck again, hitting her in the back, before striking once more in the face.

"Oof!" the girl fell to the floor. She spat out some saliva before she sprinted. Suddenly several Ryukos appeared, running circles around the boy. It was impressive if the boy didn't manage to keep up. He ran alongside the punk, bonking each and every one of her afterimages on the head.

"You can't dodge my blade! You wanna know why? I'll show you!" Slots on the armor's breastplate and down his back opened up. Pink eyes bounced around the open slots, rapidly moving as it took in each and everything.

"TENGANTSU!"

The rest of the Elite Four were speaking to each other in their stand. Philia tried to listen in, but the cheering of the crowds and the roar of the battle drowned them out. Luckily the monkey did a well enough job of explaining his super ability.

"With these eyes, I can see any move you make, before you make it!"

"You can what?!"

Philia pondered this information as Sanageyama wailed on Ryuko. He then stuck his hands into his shoulder mounts and pulled out more bamboo swords on each of his fingers. His hands twirled like drills and began finger blasting Ryuko without mercy.

"Blind him..." Philia mumbled as Ryuko did just that. Slicing on one of her shoulder pads, the layers of fabric flew out and covered all of Sanageyama's eye slots. He yelled as he tried to pry the off, but this gave Ryuko the chance to finish him off.

"Finishing move! Sen-i-hoshi!" And with that, Sanageyama's Goku uniform exploded as he was left naked. A thread of Life Fiber was absorbed into Senketsu as Ryuko turned and faced her friends.

"You did it Ryuko! You defeated one of the Elite Four!" Mako leaped in joy at how amazing her friend was.

"Hot damn girl! You actually beat him." Philia was surprised but glad for Ryuko.

"You should have never doubted me!" Ryuko grinned in pride.

"I never did," she joked, getting a punch in the shoulder.

"Now come on, let's go find Mikisugi before he runs off." the trio went to leave but Sanageyama blocked their path.

"I'm not done with you yet! Come on Matoi! I'll fight you naked!" the green haired boy shouted. And he was indeed naked as both his swords were out, though one of them was significantly smaller than the other.

"YOU'RE PATHETIC SANAGEYAMA!!" Gammagori's voice boomed as a whip snapped at the boy's ass. Multiple whips struck the boy, hitting all of the tender spots. "YOU ARE A DISGRACE TO THE ELITE FOUR!!!"

And with that, everyone left, leaving Uzu Sanageyama kneeling on the floor in shame and defeat.

~ ~ ~

THE NEXT DAY...

It was the next day and the trio of girls were entering the school.

"Whoa, it's the next day!" Mako said as she followed her friends. "Who do you think is challenging you, Ryuko-chan?"

"I dunno, it's the next day so, maybe another Elite Four?" Ryuko hummed, "Maybe one of the others got cocky and thinks they can do better than marimo?"

"Could be, but I'm sure you'll kick their ass Ryuko!" Philia patted the punk on the back.

"Someone's awfully supportive?" Ryuko smiled, "Are you sure you're the real Philia? Cause she's always 'Ryuko watch out', 'Ryuko be careful', and 'Ryuko doesn't just rush into things!'"

"Okay, okay! I get it," the wanderer laughed as the dumb faces Ryuko made mocking her. "I dunno. Watching you beat that Sanageyama guy made me realize I should believe in you more. It's obvious you can handle yourself."

Ryuko smiled warmly at the girl. "Aw gee, cut it out! You're gonna make me blush!"

The mood was burnt out as the three entered the school. The clouds were grey and brown, signaling rain approaching. The courtyard was completely empty, and not one student was present. The only thing in the courtyard was an arena that looked like it was made for the apocalypse. Giant stone spikes with spikes on them jutted out of the ground. Barbed and razor wire was littered around and Czech hedgehogs surrounded the platform.

And standing right in the center was the green haired boy, Sanageyama.

A sense of dread developed in each of the girl's guts, but they all silently squashed it. Ryuko needed to be confident. Mako believed in her friend. Philia needed to trust Ryuko. But that anxiety still sat at the bottom of their stomach.

"I didn't think the big bad Kiriyuin Satsuki gave second chances to failures!" Ryuko shouted to the dictator as she walked to the arena. "Don't wanna lose your toys, so I guess you're just a big ole softie huh?"

"You will see how soft I really am, Matoi." Satsuki gave a chilling smile. That sense of anxiety grew more.

"Mako... go to class," Philia told the girl. The coconut haired girl hesitated but relented after Philia reassured her. The wanderer glanced at Satsuki who was staring at her as well. She huffed before turning to the arena.

"I'll show you what happens to a man when you push him too far." Activating his transformation, Sanageyama stood in his green armor, but he did not move.

Ryuko shoved that growing anxiety in her gut down once more before transforming herself. She apologized to Senketsu before she sliced off her shoulder pad. Following her plan from before, she covered the eye slots of the armor before she lunged from above behind Sanageyama.

"Now you can't use your Tengantsu-!" Ryuko wasn't ready as she received a bamboo sword to the gut. She was shot down and crashed into the ground.

"What the...?"

"Ryuko! Look at his eyes," Senketsu told his friend.

"What the-?!" Both Ryuko and Philia's eyes widened as Sanageyama revealed that his eyes were sown shut. He had gone to Iori and asked him to sew his eyes closed so that he may remove his reliance on his Tengantsu. This allowed his other senses to be heightened. From the smell of sweat dripping down Ryuko's neck, the shaking of her breath, the noise the ground makes when the girl shifts her footing, and even the shifting of the wind.

Ryuko stared at the hulking armor that approached her. Each footstep boomed as the Three Star student grew closer.

"This isn't good," Ryuko fixed her grip on her scissor blade before Sanageyama swung at her. She blocked the strike, but the other sword came at her side. It struck her and she stumbled before another strike hit her. The green monkey didn't let up as Ryuko did her best to block and dodge. But it seemed like the boy knew exactly how to attack and where to strike.

"You can't escape!" The boy expertly struck the girl. He swung his sword and the girl went to block, but he feinted and struck elsewhere. His attack was true as the girl yelled. Again and again, he attacked and struck, never letting up nor showing mercy to Matoi. He needed to prove his worth to Lady Satsuki and amend for his failure.

Contrary to popular belief, Sanageyama wasn't just some feral maniac who swung like an animal. He had honed his skill and technique in kendo. Again and again, he trained and practiced until he couldn't. Any poor soul that had the misfortune to gain his attention he struck them down with glee but discipline. He supposed he had gotten arrogant, but now he was focused.

Despite this, he never once struck Matoi on her injured side. While it would have been the perfect advantage for him, to do so would only shame him. He may have fed off the pain and suffering of his opponents, but he had honor. And he would not strike Matoi Ryuko in her wound while she healed. But she decided to continue fighting despite her injuries and for that he would respect her, but would show no mercy.

"Take this!" with a sharp thrust, Sanageyama struck Ryuko. She tried to parry the thrust and did so, but the force knocked her blade out of her hand. The chrome red scissor blade spun through the air before stabbing the ground.

"You are beaten!" the boy went for a strike.

"Not so fast!" Ryuko jerked a string and her scissor blade was flung through the air. With a yank and slight of the hand, Ryuko shot her blade at the boy. She hoped it would strike him, but he deflected the blade.

"I told you," he swung his bamboo sword, "I can see everything!"

Ryuko spun on her foot and leaped away, but Sanageyama jerked his sword and accidentally hit her side. That same pain struck Ryuko like a bolt of lightning and she was sent flying across the ground. She screamed and yelled in pain, holding her side.

"Ryuko!" Philia went to check on her friend, but a katana suddenly stabbed in front of her. The wanderer looked up to see Satsuki glaring down at her. The dictator's arm was extended, showing she was the one who threw it.

Satsuki retracted her arms and held them behind her, her glare never wavering nor breaking.

"This duel is between them, Fauche." Philia grits her teeth before she lowers her head. Not in submission but in reluctant understanding. "Interfer and I will have your head."

Ryuko punched a fist on the ground as she picked herself up. Her lips were painted red and her nose dripped red as well. No way this bastard got so strong just by closing his eyes! And not to mention he was deflecting all of her attacks!

"Screw you, you green hair cunt!" Ryuko spat as she stood up. She wasn't giving up! Not after she came so far! "You think that'll save you?! Just cause you can see everything?!"

The girl's hair grew wild and unruly as her blood dripped down her body. Her Kamui, the uniformed dress so skimpy and scandalous grew threads as they began covering her. Just like her battle with Tsumugu, her uniform formed a tight suit around her as the girl grew furious.

"I won't give up until my body is dry of every last drop of blood!!" Kicking up her scissor blade, Ryuko dashed forward, steam shooting out of her as her transformation was complete. Everyone was stunned and shocked at the sudden burst of speed, but Sanageyama wasn't.

"Eat this!" Ryuko leaped and lunged with a downward strike. The chrome red blade smashed down and met the bamboo sword. A small deadlock was made before a great rush of air exploded.

"Hm," Sanageyama looked at his sword. The punk had left a small cut in the bamboo, but it was inconsequential.

Ryuko flew back, spinning wildly but she caught herself. Without missing a beat, she dashed forward, ready to slice the green boy naked.

But the delinquent was ready. Ryuko struck and swung rapidly, faster than before. She left after images that Philia struggled to keep up with, but not one swing landed true. Sanageyama may or may not have had a little trouble with the girl's speed, but his skill and talent kept him in the lead.

A deflect here, and he sent a thrust right at the girl's stomach. Air blew out as it connected, but Ryuko did not falter as her body was fully protected. She punched away the sword and continued her attack, her strikes growing faster and fiercer.

"Whoa, I've never seen her like this before!" Philia held onto Satsuki's blade as leverage. The force from the strikes was enough to knock her away if she didn't hold on tight. The young woman watched as Ryuko roared in fury as she swung. Despite her sudden rise in power, all of her movements and attacks were still deflected. She had no skill nor technique, just wild slashing.

"That's enough!" Sanageyama grew tired and with a burst of speed he disarmed the girl once more, her scissor blade flying off towards the entrance. But Ryuko did not stop. She reared a fist back, ready to throw hands if need be, but with all ten of his bamboo swords, Sanageyama destroyed the girl. He left her no chance or time to react let alone defend as he slapped her around like a ball.

"This oughta finish you!" Pulling his hands together, the samurai thrust all of his swords at the girl. The bamboo met and the force exploded through Ryuko it forced her out of her transformation. She rolled across the ground, her body pink and steam coming out of her.

"You've lost," Sanageyama swung his blade down, intent on crushing Matoi. The bamboo sword slammed down, the ground and cement breaking as a crater was left.

"What?!"

To the side, Philia rolled and stopped. She held Ryuko in her arms, the girl barely conscious. Her skin was hot to the touch and she was covered in welts and bruises. The woman stood up to her full height and stared up at the Elite who looked down at her.

"I thought I told you what would happen if you interfered, Fauche C. Philia!!" Satsuki shouted. "Sanageyama!!"

"Prepared to be destroyed, weakling!" The samurai thrust his bamboo sword, intent on obliterating her organs, but with a fast hand, Philia drew out a sword and swung.

The blade and bamboo met and clashed with each other. A small deadlock was made before Sanageyama's sword was blown back. Philia grits her teeth as she is thrown back. She flew above the ground for a moment before she rolled across the ground.

She stabbed the blade into the ground, stopping herself. She huffed and puffed before she rushed forward. She stood in front of Ryuko as Sanageyama swung again.

Biting her teeth, Philia swung her blade once more. The blades met again and a pop was made from the force. Sanageyama held his stance and so did Philia, albeit with great difficulty. Her arms trembled as she held Satsuki's katana in her hands.

"Come on!" Philia spat out some blood, her gums bleeding. "You wanna keep hitting her?! You'll have to beat me first!"

"You think you can make up for what Matoi can't? I'll beat you in one strike girl." Philia slowed her breathing as she focused on her heartbeat. She took a stance, rearing back Bakuzan. Her pupils shrunk as her hands tightened on the grip.

"Oh? Do you intend to break my sword with a single strike? You really wanna take that gamble when I can see you every move?" The green haired boy moved into a stance, readying himself. "But maybe you already know that..."

"I got one shot..." Philia's breathing and heartbeat soon matched. The veins on her hands bulged as her feet tensed tightly. "And I'll make sure you know where it's coming from."

The silence between the two was deafening. The wanderer's mismatched eyes stared into the shut eyes of the samurai. Satsuki and her Elite watched on with baited anticipation as did Mikisugi from his classroom. Senketsu's single eye watched as Ryuko barely held on. The silence dragged on longer than it should have before Satsuki clicked her heel.

"BE GONE!!!" Sanageyama roared as he swung his kendo sword with all his might.

Philia screamed as she lunged at the samurai. Her knuckles turned white from how hard she held the dark katana. Metal met bamboo in a clash and for a moment a deadlock was made before it shattered. The katana sliced through the bamboo and Philia dashed through.

The wanderer and the samurai stood opposite of each other, their blades out. The piece of bamboo flipped through the air before it fell and clattered to the ground. And with that, Sanageyama's Goku uniform began shaking and spewing steam.

"W-What?!" The boy exclaimed in surprise before his uniform exploded. He flailed in the air naked before falling to the ground. All that was left was his destroyed kendo sword.

"But how?!" The boy looked at his sword and saw it had been sliced where Ryuko had left that tiny cut in the bamboo. "Even after all that, I still failed?!" he dropped his head in shame, but the golden light of Satsuki shone on him.

"Do not drop your head in shame, Sanageyama!" The dictator exclaimed. "This is no failure, your power simply surpassed that of the Goku uniform. And besides..."

The young woman turned her glare to the two girls down below. The wanderer stood over the vagabond, her eyes hard and firm. Bakuzan, her beloved katana, could cut through anything, but only a master swordsman, such as herself, could bring out its true potential. And it seems Philia had proved she was a master herself.

"This duel is invalid."

The short girl gave a frown, despite her mouth hiding underneath her scarf. She swiped the blade, flicking off any pretend blood, before she slid it between her arm, cleaning it of any fibers.

"There will be consequences, Philia." Satsuki declared. The woman simply stabbed the blade into the ground before going to pick up Ryuko. And without a word, she walked off.

6,952 total words excluding Disclaimer and Author's Note.

Oh boy! Ryuko got her ass handed to her and Philia almost got her arms ripped off! And now the wanderer is going to suffer the wrath of Kiriyuin Satsuki! Let's hope she can survive!

I'm still writing! Just because I have another book doesn't mean I've abandoned this one. I'm keeping a weekly update with a True Hero, but I'll just be posting a chapter for this story every now and then. Maybe once every other week. Don't wanna burn myself out like I did with my RWBY fanfic.

Anyway, things are picking up, but they'll take a slow drive through the kindergarten and then speed up to 60 right before we leave the school zone! Oh, damn speed bumps. They always scream and yell when I hit them.