Utena Tenjou is a schoolgirl in the eighth grade of Ohtori Academy. She has the strange memory that, when she was very young, she met a mysterious "prince" and was given a ring with a rose signet. One day, Utena finds guys are making fun of a love letter somebody posted, and she finds it was written by her best friend, Wakaba, for the captain of Kendo Club, Saionji. For the sake of her best friend, Utena challenges Saionji to a duel. Then, Saionji tells her to come to the forest of the Duel Arena.

Winning the duel with Saionji, Utena is now the Victor of the Duel and is to be "engaged" to the Rose Bride, who is Anthy. Next day, Utena and Anthy start living together in a dorm. Saionji, who is actually really in love, asks Anthy to get back on good terms with him, but Anthy refuses. Then, he challenges Utena to a rematch. Feeling the whole thing is just crazy, Utena decides to lose the Duel on purpose.

Utena unintentionally unleashed the Power of Dios in the last Duel with Saionji, which attracted Touga's interest in her. Touga sends Utena a dress for the upcoming ball. On the other hand, Touga's sister, Nanami, thinks her brother likes Anthy, and in a fit of jealousy, she sends Anthy a water-dissolvable dress.

Utena and Miki are about to begin a duel. The rest of the episode and the following one are flashback to show what has caused this duel. Miki often plays a particular tune on the piano. He says he cannot truely play the tune as he wishes because he has lost a "glow". Nanami thinks that Miki likes Anthy, and from jealousy, she tries to tease and razz her. Taking advantage of that, Miki makes a good friend of Anthy, and then Utena. Finding Anthy and Utena got poor grades in the previous math exam, Miki offers to tutor them. However, Nanami won't leave them alone.

In the tune Anthy just casually played, Miki found a "glow" that he had been seeking. He has a twin sister, Kozue, who used to play a tune with a "glow". However, she does not play the piano anymore because (he thinks) of his fault. Miki wishes to protect Anthy's "glow" in her tune; however Anthy tells him that, because she is the Rose Bride, by the Rose Signet Code, she must obey the Victor of the Duel, or Utena at the moment. She even says that, if Utena told her not to play the piano anymore, she would not. Since he thinks it is his own fault that he lost Kozue's "glow" in the past, not to lose a "glow" again, Miki challenges Utena to a duel and tries to set Anthy free and protect her with his own hands

Lately, someone has been trying to take Nanami's life. Overhearing a conversation between Anthy and her brother Touga, Nanami misunderstands that Touga is the one who is trying to kill her. After that, someone saves Nanami out of a danger and she falls in love with him, who turns out to be a young boy. Nanami asks him to be her boyfriend, but she does not seem to know the difference between a lover and a henchman.

Juri believes there are no miracles. In the past, she secretly loved someone, but she couldn't win the person's heart. She thinks if there were miracles, she could have achieved her love. One day, Juri talks with Utena, and she gets enraged by Utena's words that she believes in miracles for the destiny between her "prince" and herself. Juri challenges Utena to a duel and tells her to show that there are miracles by defeating Juri by a miracle.

Somehow, Anthy's curry and rice explodes and that shock switches Utena and Anthy's personalities. Now Utena is feminine while Anthy is tomboyish. The cause of the incident seems to be Nanami's practical joke, trying to mix in the curry the "100X Curry, an Indian Specialty Hot Enough to Make You Breathe Fire". which has mistakenly been replaced with the "Super Spicy 900 Billion X Curry, So Hot It Will Blast You to Smithereens and Make Phantom Elephants Trumpet Loudly". Scolded by her brother, Nanami flies to India to obtain more of the same spice.

In the Kendo Dojo, Saionji and Touga are fighting a Kendo duel. Touga defeats Saionji by a narrow margin. Utena hears from Saionji that they has fought hundreds of duels in the last ten years. Saionji also tells Utena that he wants to win the duels and take Anthy to the midair castle above the Arena. A memory crosses his mind about that raining day when he was a young boy... One day, he receives a letter from the Ends of the World, in which they say the castle will fall down to the Arena today. On the other hand, Utena gets a phone call from someone and he says Anthy is being kidnapped at the Forest of the Arena.

Taking the Rose Bride to the Arena without a duel besides inflicting a wound to Touga, Saionji is now expelled from school. Nanami blames Utena for Touga's wound. Utena apologizes, but Nanami doesn't forgive her. A memory crosses her mind that she gave a kitten to Touga as a birthday present when they were very young, and later, from jealousy she killed the kitten. At Touga's birthday party, Utena brings a bunch of flowers to express her gratitude. But Nanami is very upset. Touga suggests them fighting a duel on the Arena by the code of the

Having observed the last five duels, Touga is now positive that he has completed collecting sufficient data to defeat Utena. Touga has been implying to Utena that he is the prince she has been looking for. One day, in the rose garden, Touga shows Utena that he is her prince in concrete terms. However, he challenges Utena to a duel. Believing that Anthy wants to quit being the Rose Bride, become an ordinary girl, and make many friends, Utena decides to beat her prince for Anthy's sake.

Utena was defeated. But the real shock for her was not the fact that she was defeated, but the fact that from Touga's explanation, she learned that Anthy was just playing the role of the bride around Utena, which means Anthy pretended she wanted to quite the bride, become an ordinary girl, and make many friends, *because* Utena, or the Victor of the Duel, so wished. Utena now loses herself. Wakaba, although she knows nothing about what's going on with Utena, she tries to cheer her up. Gradually, Utena gets back to herself. Utena goes to the rose garden to see Touga. Touga thinks she's come to accept his date offer. However, she challenges him to a duel.

In this episode, we review episodes 1 through 12 with Ohtori Akio's monologue (In the next episode, we will learn he is Anthy's brother). When he appears in the Arena, the midair castle falls down. Akio talks to Dios sleeping in the castle. He calls each of Utena's duels as follows: 1. friendship (amitie); 2. choice (choix); 3. reason (raison); 4. love (amour); 5. adoration (adoration); 6. conviction (conviction); 7. self (soi). Akio says Utena might be the one they (Akio and Dios?) have been looking for. At this rate, she could reach to the duel called "revolution" and Dios could be released.