On the Rose Garden Platform, Anthy kneels before Dios. A moment later and he is gone.

Utena, a recent transfer to the strange Ohtori Academy, sits quietly in her classroom until Wakaba greats her and offers her a tour of the school. While exploring the school, she spots Touga through a window on the opposite side of the dueling area. She abandons her guide and runs to meet him. She insists that she didn’t come to Ohtori to find him, but was drawn there for other reasons. Utena notices a ring on his finger and notes that he is engaged. He replies that the ring led him to the academy.

After he leaves, she wanders towards the rose garden and is surprised to see a pure white blossom among the red roses. The rose begins to twirl and reveals a ring just like Touga’s. As she examines it, rose petals from a platform high above her shower down in a swirl of red. She takes the elevator up to a long staircase which leads to the landing from which the roses are falling. She is surprised to find the platform covered in a blanket of perfect red roses. Suddenly a voice from behind her asks if she is not afraid, and when she turns she sees Anthy, the owner of the rose garden. Anthy explains that she is the head master’s sister and gets special treatment, but she is actually a captive of the roses. Utena does comment, so Anthy asks her what she came to the academy to do, and Utena begins to answer her, but pauses, examining her new ring. Anthy appears surprised to see the ring in her hand and lunges for it, but Utena is stronger and she manages to pull Anthy to her as she insists that the ring is her property. She refers to it as the “mark of the rose” and Anthy asks her how she knows that name.

Before Utena can answer, someone else approaches the two girls and demands to know what Utena is doing with the Rose Bride. He is Saionji--the current duel victor and the person to whom the Rose Bride presently belongs. Utena lets Anthy go and Saionji informs her that only authorized persons are allowed on the rose garden platform. As she turns to face him, he notices the ring in her hand and believes her to be one of the duelists there to challenge him. Utena doesn’t understand what he is taking about, but he tells her to stop playing dumb. She notices that he has the same ring so she demands to know what the ring is. He responds that the ring is the mark of those who duel for the Rose Bride. She finally begins to understand and he pulls Anthy to him to illustrate his point. Her arm falls limply to her side, like the arm of a doll.

Utena looks away for a moment as she remembers her conversation with Touga. As she slides the ring on her finger, heavy gates fall, blocking the platform exits. Anthy prepares the duel by placing a red rose on Saionji’s chest and then walking over to Utena and placing a white rose on her chest. She explains that the person who loses his rose loses the duel, than asks if Utena has a sword. Utena asks, “Sword?” and Anthy wonders if she knows anything about the ring at all and offers her a chance to take it off. Before Utena can comment, Saionji remarks in a condescending tone that one isn’t permitted to duel without a sword. Undaunted, walks out into the roses and picks up a broom.

Giant bells start to ring in the distance, and the duel begins. Anthy tries to stop the duel, but Saionji slaps her hard across the face remind her of her place. Utena is furious that he hit his girlfriend, but Saionji replies that she is the Rose Bride—a possession, not his girlfriend. This only infuriates Utena further and the two begin to fight—Utena’s bamboo pole against Saionji’s very real sword. As his sword crashes down on her pole, she demands to know if they really trade a girl around as a prize for these duels, despite how she may feel. Saionji responds that the Rose Bride as no feelings and that Utena knows nothing about the duels. Utena retorts that he is the one who doesn’t understand. Is there any girl who is happy as a possession? As they fight and argue, Anthy, who has been holding her cheek and not watching the duel, turns to look at them.

One of Saionji’s strikes cuts Utena’s blouse, reveling a bit of cleavage. Saionji is surprised that she is a girl, but Utena insists that she never said she was a boy. He attacks have cut her pole down to almost nothing but she is still willing to fight. He knocks the rest of it out of her hand and goes to make his victory strike, when Anthy pushes Utena out of the way. As they fall, she kisses her on the mouth, much to Utena and Saionji’s surprise. Anthy’s school uniform transforms into her Rose Bride gown and a sword begins to emerge from her breast. As Utena draws it from her chest, her hair falls down into long, wavy cascades of pink, and her uniform transforms into her duelist outfit. Saionji lunges to attack, but Utena is ready for her him and knocks the rose from his chest. The bells toll once more, and Saionji stares ahead in shock. Utena turns from him to Anthy who watches her silently.

Back in her dorm room, Utena opens up her closet and sorts through some clothing—mostly tacky dresses. On the top shelf is a picture of her and Touga as children which she pulls down and examines longingly. At that moment, Anthy arrives and sits down on the edge of Utena’s bed, commenting that the room is very tidy despite the fact that Utena just moved in. Utena tells her she should leave, but as she stands up, Utena grabs her and the two girls fall onto the bed. The light clicks off and Utena asks Anthy about the ring once more. Anthy explains that it is the mark of the rose and those who bear it are qualified for the duels. Utena asks what people get when they win the Rose Bride, and Anthy responds by moving in closer to her and kissing her hand. Utena, clearly thinking about her conversation with Touga earlier, asks if she does this with everyone who wins her, and Anthy replies that she always obeys the one who possesses her. As she says this, her other hand sensually caresses Utena’s body.

Angry, Utena jumps up from the bed and tells her to go back to her room. Instead, Anthy goes to her closet and pulls out a yellow dress, commenting that she has a lot of cute clothes. She holds the dress up, than steps in close, pressing her body against Utena, who pushes her away, clearly uncomfortable. Anthy quickly recovers from the push and smiles blankly, until she sees the picture of Utena and Touga behind Utena’s head. Utena calls her weird, but Anthy is no longer paying attention.

In another part of the school, Touga and Shiori are talking about Utena. Touga says she is weird and that she is probably still dreaming about the prince and the castle. Shiori begins talking about her own prince and the friend who killed him. Touga sighs as she begins to talk.

Sometime later, the girls of the academy clean the empty school pool. As Utena pauses to take a sip of water, Touga walks over to her and notes that she has been chosen as a duelist. He flashes his own ring again, and Utena recalls his earlier remark that the ring led him to the academy and asks if he is also trying to win the Rose Bride. He replies, “You could say that,” and Utena wonders why. Touga replies that she is attractive. Utena calls her weird tries to say that she will sleep with whoever wins her, but can’t quite form the words and Touga replies that she is the Rose Bride. Utena finally gets to the point and asks if he has ever won a duel and had the Rose Bride, and he chuckles, saying that it isn’t be any of her business.

Touga calls down to Anthy, who has been down with the other girls cleaning the pool. She runs to where Utena and Touga are talking and asks what Utena wants to that night. Utena responds by yelling that she has no use for the Rose Bride and Touga teases Anthy by saying that her prince is “so indifferent.” At that moment a hose breaks from its nozzle, showering the three of them with water. As Touga uses a handkerchief to dry Anthy’s face, Utena walks away with a very sad look in her eyes.

While Shiori paints her nails, Akio tells Touga the story of the Rose Bride over the phone. As the mob stormed the castle, demanding the return of the prince and calling her a witch, young Anthy slammed the door shut. Akio explains that she is a witch and had magical powers, but there was another secret. The prince was not a prince at all, but “The Lord of the Flies.” His sister used her powers to make him a prince, and when her powers faded, the prince returned to his true self. He set up the dueling game to regain the lost magic.

That night, Utena sees Anthy waking past her window and wonders where she is going at that time of the night. She follows her to the rose garden platform, where she finds Anthy standing on the edge looking down. A moment later though, she is standing in the middle of the garden, with a gold watering can in her hand, tending to the flowers. When Anthy sees Utena watching her with an angry look in her eyes, Anthy wonders if she has done something to offend her. Utena asks if she does “those things” with everyone who wins the duels and Anthy asks if she is referring to “Kiryu”.

Utena grabs Anthy by her blouse, sending the watering can flying, and pulls her close to her and yells in her face, “It was you, wasn’t it! Touga started acting strange because of you!” She throws Anthy to the ground and continues to yell at her. She begins to cry, saying, “I always thought he would be beside me. He was when my father and mother went away. I thought he would always be beside only me. We said that we’d gaze at the stars together forever.” As she cries, Anthy leans forward and kisses her face, and says, “Stars?” Utena replies, “There is no prince.”

Utena, who is now lying down in the roses as Anthy sits, stroking her hair, sleeps quietly, exhausted by her sorrow. Anthy rises, taking care not her wake Utena, and pulls out an ax from among the roses. She lifts it above her head and chops open a water pipe. The water bursts out and all the lights suddenly go out, leaving the platform completely black.

A while later, Utena wakes up to find the platform flooded with water. In the dark water she can see the reflection of the stars so it looks almost like she is standing in the sky. The two girls watch each other for a moment with silent understanding as the water continues to gush from the broken pipe. The water parts the roses, and in the reflection in the water, Utena appears with long hair and her dueling uniform and Anthy wears her Rose Bride dress. The two girls reach for each other and begin to dance. The water and the rose blossoms begin to spill off the side of the platform. As the girls dance, it becomes difficult to tell the sky from the ground.

The next day, Utena sits in class looking thoughtful. The teacher announces that their assignment is to choose a partner and draw that person, paying attention to their essence rather than detail. Since the weather is so nice, he allows them to go outside to do the drawing. Anthy, who comes to pair up with Utena, takes her up several flights of stairs to the Chairmen’s tower. Utena runs after her as fast as she can, but Anthy always seems to be far ahead of her. Finally the two girls take an elevator to the top where there is an observatory. Utena wonders if they are allowed up there, by Anthy replies that no body comes there. The room has a beautiful view of the blue sky.

Anthy poses as Utena draws her. She apologizes for getting so emotional with Anthy the night before, but confesses that she feels better. Although she thanks Anthy for what she did for her, she tells her that she isn’t going to duel anymore and takes off the rose seal. Anthy’s eyes widen and she says, “You don’t like me after all, do you.” Utena replies that it isn’t that she doesn’t like Anthy, but that she wants to be proper friends with her. She felt better after last night and wondered if helping each other and talking about their problems was just what she needed. Now that she had opened up to Anthy, Utena hoping that she would open up a bit to her. She wants to be her friend, and doesn’t want them to have secrets from each other, like the Rose Bride stuff.

Anthy interrupts her, suggesting that they switch places. She takes Utena’s place and pulls out her own drawing pad. Utena, however, is rather uncomfortable with the situation since Anthy has insisted that she pose nude. As Anthy draws her, Utena protests, but she reminds her of her past statement that they shouldn’t keep secrets from each other. She then protests that it isn’t fair that she is the only one who is nude, so Anthy begins to undress. When Utena turns around to look away from her naked friend, she sees a series of Rose Bride paintings. Suddenly all the paintings change into a large painting of Anthy in the nude. The only one that remains a Rose Bride painting is a picture of the Prince, the castle, and a wrecked ship, positioned in place of Anthy’s chest where her heart should be. Although all the viewer sees is her shadow, a large hole in her chest is clearly visible in the light.

The shadow girls, who function as a gossipy school announcement service, proclaim that they have acquired a scandalous tape. The first one they play is of a cow (who bears a great resemblance to the Nanami cow) and Chuchu. The actual scandalous tape is of Akio and his fiancé getting out of his fancy car. The person doing the interview asks about his car, but he replies that the car won’t run because he doesn’t have a key. Instead he must take a taxi. The scandalous part begins when they show him drugging his sister, but the tape stops running.

While the tape is airing, a duel between Utena and Juri begins on a stretch of the school’s high rafters. Juri, who is in love with Shiori, allows herself to be manipulated into dueling the current champion. Utena draws the sword from Anthy’s chest. Shiori hands Juri her sword and the duel begins. Juri is a fabulous duelist, and while Utena struggles to catch her breath, Juri manages to taunt her for being a “fake prince.” Shiori, who set up the duel, appears to lose interest and walks away. Juri doesn’t notice and keeps fighting. Juri continues taunting her and mentions Touga. Miki wonders who she is talking about, even though he is standing right next to him. This is a major clue to something that Utena will soon realize. In a voice over, Anthy explains that winner her means gaining access to the castle that hangs in the sky. Although Anthy has never been there herself, the castle promises everything you could desire—miracles, shining things, eternity. This is the speech that convinced Utena to continue dueling.

Although only Anthy seems to notice, Utena turns transforms into Dios. Anthy is shocked, and shows emotion for the first time since the duel began. Juri, who hasn’t noticed the transformation, taunts her for her terrible stance. Still Dios/Utena lunge forward and makes a victorious strike which cuts off Juri’s rose. Juri appears to be completely stunned at her loss.

Everyone’s attention is quickly diverted when Akio’s body is discovered in the courtyard rose garden. Kanoe sobs over his body, but Anthy only frowns. She shadow girls wonder who could have done such a thing, and Shiori shows up holding the scandalous tape and announces that the person responsible is the owner of the rose bed. After hearing this, Utena looks towards Anthy, but finds that she is gone. As she runs to find her, Juri sees her as Dios.

Akio poisoned his sister’s drink to put her to sleep so that he could sleep with her, but he is horrified to find that she was awake the whole time. She doesn’t mind him using her because he is her prince and he can do anything to her. Appalled, he insists that he isn’t that way. Guilt redden and half mad, he starts tearing apart the room, looking for the key he lost, saying that if he can’t find the key, the car will go to rust. Anthy tries to help him, but he takes a tool and stabs her in the heart. He then stumbles towards the window and falls to their death.

While the tape revealing these events runs, Utena continues her search for Anthy through the many halls and staircases of the academy. She runs as fast as she can, but every door she goes through seems to lead to another hallway filled with doors. Finally she starts finding road signs directing her where to go. Finally, walks into a dark room which turns out to be an elevator in which Touga waits for her. She is going to have to face the truth that she has been avoiding.

When she asks Touga to tell her where Anthy is, he replies by asking if she now wants the power of miracles. Utena asks if such a power really exists, and Touga asks her if she understands the meaning of the duels. Everything is built around the prince, yet there is no prince so the duels exist to fill the void. When she killed her brother and became the Rose Bride, the castle appeared. Utena disagrees, saying there never was a prince to begin with. Touga turns to see a video of their past. Utena confesses that she is finally starting to remember.

When they were young, they were sitting on a bench by a river until Touga got up and started to walk away. Juri, who had been sitting in a boat in the middle of the river, fell into the water and began to drown. Frightened, Utena called out for help and Touga ram back to her side. When he saw Juri in trouble he jumped in to save her, despite the fact that Utena implored him not too. Although someone was able to rescue Juri, Touga died in trying to save her.

Utena wonders why she couldn’t remember that until now. Touga asks her to come with him, promising to love her for all eternity. Utena remembers how he said that before when her parents died, but now realizes that that isn’t enough. His side of the elevator, which now appears to be separated from her side by a glass wall, begins to fill with water. Utena thanks him, calling him her prince. As his side fills completely with water and he starts to float a way, he and Utena share one last kiss before he disappears forever. The elevator stops, and Utena continues her search for Anthy.

She finds that she is once again on the rose garden platform, where Anthy is waiting for her. Anthy tells her that she is her true prince and now she is the prince of the academy. She can have any miracle and all of eternality, as long as she stays at the school. Utena, however, has realized that that is not enough and tells Anthy that they should leave for the outside world. Anthy objects, but suddenly a car wash appears and pulls Utena inside. Anthy tries to hold on to her, but she ends up alone, holding the rose seal ring.

The car wash, in a rather complicated fashion, turns Utena into a bright pink car as the rose platform lowers itself to the ground. She immediately starts to rust over and Anthy remembers her brother saying that a car with no key with go to rust. She looks at the rose seal and realizes that it has transformed into a key. She gets inside the Utena car, causing the rust to disappear, and begins the drive which will take them to the outside world.

On the radio, the shadow girls begin a commentary advising Anthy on the dangers that lie ahead. At first it is only Anthy on the road but soon Shiori appears, and she has been turned into a car, although her upholstery is quite tacky. She brags about her ability to become a car as well and tries to run Anthy and Utena off the road. She insists that she will never let them do anything as “spiffy” as escape to the real world. She is only one special enough to do that. Fortunately, her attempts at sabotage result in her crashing into the wall and exploding.

The journey isn’t over as other danger lie ahead. Hundreds of black cars flood the track, trying to destroy the Utena car. Anthy enters a tunnel and loses contact with her radio assistants. The locus cars begin a ruthless attack against the Utena car. They climb up the walls of the tunnel and then collapse either in front of or on top of the Utena car, doing considerable damage. Things look very grim for Anthy and Utena until she cries out for help. A giant locus car positions itself over the Utena car with the intension of crushing it when suddenly, a hook catches the Utena car and pulls it to safety. The huge car smashes down stopping the other locus cars.

A small Wakaba jeep holds the remaining members of the Student Council—Juri, Miki, and Saionji. The have tools with which they fix the Utena and the shadow girls, who are once again able to transmit, announce that friendship saved the day. Miki tells Anthy to take the next bypass. When Anthy asks them why they are helping her, Juri replies that high goals attract good company and Miki says they too will one day seek the outside world. Saionji promises to seduce her in the outside world. Once Utena is repaired, they wave good-bye and exit the track.

When it looks like the exit may be in sight, another obstacle appears. A giant castle car overtakes them while the locus cars follow close behind. The shadow girls tell Anthy to take the next exit and return to their world, but Anthy knows she must take Utena to the outside world. She drives forward, under the giant castle and a red cloth covers the car, then disappears reveling a completely restore exterior. The wheels inside move back and forth, trying to crush anything the Utena car, but Anthy, with help from the shadow girls, dodges them. As they exit the palace, giant barriers appear on both the left and right side, smashing the car together. As the barriers press into the car, large pieces begin to brake off.

As Anthy struggles to keep the car together, her brother appears on the road before her. He tells her that he is her prince and that she needs to return to the school. He offers her a closed world where she can be a living corpse. She, in turn, gives him her condolences since he can only be a prince in that imaginary world, but she and Utena will leave for the outside world. He tells her not to, since they will only end up at the end of the world. She replies that, while that may be true, they are leaving of their own free will. “Goodbye my prince.” He replies that she will have to go back to the fairytale world and makes the barriers smash the Utena car even tighter. Anthy, in spite of her fear, cries out, “Grant me the power!” The barriers begin to break up, and Utena and Anthy burst through Akio’s empty prince uniform, yelling, “To revolutionize the world.”

Naked, the two of them ride the frame of the of the Utena car. The castle crumbles in piles of debris and roses, and the Shadow girls collapse into straw figures with the labels Utena and Anthy. The outside world is barren and littered with the remains of cars that have failed, but Anthy and Utena will face it together.

“So now we are headed into a world without roads. Perhaps we won’t be able to make it out there.”
“Utena, I understand now. We were born in the outside world.”
“Then we are returning to the place where we came from. I understand now too. Why you sought me and why I didn’t reject you. We were together in killing the prince. That’s why we must go. As we travel, the world will get that much bigger, I am sure.”

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