Utena never knew that Anthy meets her brother Akio, every Saturday night --- nor did she even know that she has a brother. Anthy lets Utena meet Akio. Akio has been engaged to Ohtori Kanae whose father is the chairman of the board of trustees of Ohtori Academy. Her father is deseased, so Akio is doing the acting chairman. In advance, Anthy has asked Utena to keep secret from Akio about everything about the duel stuff. Mikage Souji is a twelfth grader who orginizes Mikage Seminar, aka the Black Rose Association. He is such a genius that he even writes papers for professors. The building of Mikage's office is called Nemuro Memorial Hall, where it is said that one hundred boys were buried alive long ago. Chida Mamiya has a right to become the Rose Bride. Mikage says he will do whatever it takes to make Mamiya the Rose Bride, and will obtain the Power of Dios and the eternal secret. Mikage says the Ends of the World admited Mikage and Mamiya. They say they need a duelist good enough to

Mikage and Mamiya figure that they can make use of the Student Council members to make duelists strong enough to defeat Utena. They say they were defeated just because they couldn't control their minds, not because of their skills. They say if they arrange someone whose mind they can control and make him/her draw the sword and skill from a student council member, then maybe it is possible to make a duelist and have him/her defeat Utena by mind-controlling. Miki's twin sister, Kozue, deliberately does things Miki doesn't want her doing (such as making boyfriends Miki wouldn't like), because when Miki's mind hurts about her, she feels she has filled Miki with herself. Besides, Kozue doesn't want Miki getting along with anybody. She says she won't forgive anybody who tries to get too friendly with him. She even has pushed a (gay) music teacher off a cliff. She knows Miki likes Anthy. One day, Miki asks Anthy to play the piano with him. Kozue is very jealous against Anthy. Kozue feels Mik

Nanami holds a party to show off her designer's brand pendant. However, Juri shows up with a more gourgeous pendant. Luckily for Nanami, a packet comes for Nanami and according to Juri and Miki, the designer's brand is the top class. Nanami decides to wear it. However, the thing appears to be just a cowbell. Not knowing what a cowbell is for, from then on, Nanami is always wearing it and showing it off. Other people are aware of it, but can't bring themselves to tell her the truth. What's worse, Nanami is gradually turning into a cow because of the curse of the cowbell.

Shiori, who Juri got a secret crush on, has transferred back to Ohtori Academy. Juri, however, is so cold to her. Shiori thinks the reason is that she took a guy she thought Juri had a crush on away from her. But Juri tells her that she didn't even care about that. Shiori wonders then whose picture is in Juri's locket. One day, Juri finally decides to throw her locket away. However, someone picks it up and puts it in Shiori's dorm room so that Shiori will find what's inside. Now Shiori knows that Juri has been suffering from the secret crush on her. Shiori feels relieved from the sense of inferiority that she has been suffering from and struggling to get over with for a long time. Besides, she even feels a sense of superiority to Juri. However, she is also upset with the way Juri has been looking at her. "I understand." says Mikage to Shiori "I suppose you have no choice but to revolutionize the world. The way before you has been prepared."

Tsuwabuki has still been serving Nanami as if he were her servant. Tsuwabuki's friend, Mari, isn't happy with him for being like that. She says Tsuwabuki is just being taken advantage of because he is just a child. Later, he begins to realize that he is treated as a child by Nanami. He wishes he were Nanami's age. Tsuwabuki asks Utena what he has to do to become a grown-up. Utena says it is probably to experience various things. Tsuwabuki tries to "experience various things" by watching kiss-scenes in films. Mari makes a fun of him, saying it is obvious that one who has experienced a real kiss is more grown up than one who has seen a hundred kiss-scenes. Tsuwabuki tries to do it with Mari and gets slapped. Nanami witnesses. When she asks him about the affair, Tsuwabuki realizes that he is treated as a child after all. At Nemuro Memorial Hall, he confesses that he wishes to grow up right now. Mikage takes advantage of him.

One day, Utena receives a love-letter from a guy. And the guy turns out to be Wakaba's childhood friend, Tatsuya, who she calls "Onion Prince". The reason why she named him "Onion Prince" is that when they were very young and she was made fun of her hair as "Onion Headed", he helped her out as "Onion Prince" (but the flashback doesn't look like...). Gradually, Utena figures out that Wakaba is still in love with him. Utena tells Wakaba to be more honest. Besides, Utena also finds that Tatsuya is actually still in love with Wakaba and the reason why he sent Utena a love-letter is to get close to Wakaba. Then Utena tells Tatsuya that it's worth confessing his feelings to Wakaba because Utena is sure that they are both in love with each other. Now what's left is that Tatsuya confesses to her on the hill with the legendary tree. So far such a beautiful story! However... Wakaba's "prince" appears to be someone else... Oh, well. C'est la vie. Tatsuya consults at Nemuro Memorial Hall. But Mik

Lately, Wakaba has been acting so brisk. And she goes home straight right after school. Actually, Wakaba has a secret at home. She is hiding Saionji, who got expelled from school. Since she has a secret crush on him, she is so happy with him. Besides, Wakaba feels so special of herself, being with a kind of special guy. However, she knows this life with Saionji won't last so much longer. She thinks once he returns to school, he won't even remeber her at all. Saionji is making a hair ornament for Wakaba to show his gratitude. Mikage suddenly appears before Saionji and makes a deal that Saionji will return to school. What Mikage wants Saionji to do in return, was to give the hair ornament to Anthy. Seeing Anthy wearing the hair ornament, Wakaba realizes that Saionji's mind has always been with Anthy and she can never be special. At Nemuro Memorial Hall, Wakaba confesses that she wants to beat special people.

The reason why Nanami's followers, Keiko, Yuuko, and Aiko, are with her even though Nanami is so bad-natured, is that they all have crush on her brother, Touga. One day, Nanami throws a party to cheer up Touga, who hasn't been himself ever since he was beaten by Utena. At the party, Nanami orders Keiko to go to school and do some Student Council paper work for her. Keiko didn't get to attend the party. Keiko realizes that unlike Nanami and Touga, she is in such a low-society that she will never get Touga to look at her. One day, Keiko finds Touga walking in the rain without an umbrella. Keiko gets him under her umbrella. Nanami happens to see it. After this, Nanami tells Keiko that she never knew there was a bad bug so close to her. Nanami says she will exterminate this bad bug, i.e. Keiko. Keiko consults at Nemuro Memorial Hall and she confesses her feelings.

There is only one black rose left now. Akio is wondering if Mikage will finally fight Utena himself. But instead of fighting, Mikage decides to include Utena in his side, and asks Utena to join his Mikage Seminar, but Utena turns it down. Mikage talks about Nemuro Memorial Hall, where Mikage now holds his seminar. Decades ago, there was a professor called Professor Nemuro, who was doing some research at the hall. One day, there was a fire, and the hall burned down, which took away 100 lives of his students. Professor Nemuro was actually Mikage himself. He used to work with 100 brilliant schoolboys on Project Rose Signet, which was a research to revolutionize the world and obtain eternity. Since it was only a contract with the academy, or Akio himself, Professor Nemuro was indifferent about the objectives. One day, an inspector from the trustee, Chida Tokiko, came to Professor Nemuro's office. Later, Tokiko invited Professor Nemuro to her home. And Mikage met Tokiko's brother Chida Mam

Mikage asks Utena to join his seminar again, actually trying to include her in his side, the Black Rose Association. This time, to convince her, he also offers himself as a consultant so that Utena can ask him when Utena or her friends have any problem. Thinking about Anthy's Rose Bride problem, Utena decides to see Mikage. But at Nemuro Memorial Hall, Utena finds photographs of Duelists, Kozue, Shiori, Wakaba, and others. Utena notices that Mikage is behind this whole thing. Utena challenges Mikage to a duel. During the duel, Mikage tells Utena that Utena is the same as him in the sense that Utena met somebody who completely changed the life, and can't get over it. That's why she is a Duelist first of all. Later in the middle of the duel, Mikage suddenly hears Mamiya's voice, which says Mikage will be beaten. Mikage finds in Mamiya's position of the photographs someone he doesn't know --- He finally recalls this boy was the real Mamiya for the first time after decades. The real Mamiy

Tsuwabuki heroicly rescues Nanami and ends up spending time in the infirmary. While he is recovering Utena and Anthy have an usual opportunity to read a secret diary he's been keeping on Nanami. But when Nanami's schemes are uncovered chaos arises and the bashful Tsuwabuki can't do anything to stop it.