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.

An old friend named Ruka returns to the Academy after a long leave. He takes over the Fencing Team again, and then challenges Utena to a duel, using Shiori as a Rose Bride!

Touga tells Utena the truth. About his true feelings, and that he's always loved her.. Unfortunately for Touga, Utena loves someone else. Touga then challenges Utena to a duel, while placing a bet. If he wins, she becomes his girlfriend.. if she wins, the Student Council no longer aims for the Rose Bride.