Tsuwabuki feels like he can't keep up with Nanami. If only he were an adult.*

There is one way to speed run adulthood: pull a sword out of Nanami's heart, then defeat an adult and take their place.

* No one in this show is an adult.

Wakaba's childhood friend returns and (eventually, kind of) confesses to her.

She turns him down, and he goes to the Black Rose for counseling.

They diagnose him as a truly good person, and send him home.

There's no place in the Black Rose for people like him.

Wakaba has a secret. She's been hiding Saionji in her room since he was expelled.

The Black Rose arranges to get him reinstated, and Wakaba pulls a sword from his heart.

Utena can't bring herself to draw a sword against Wakaba and defeats her without it to save her.

Keiko, one on Nanami's three sycophants, reveals an individual personality. She's in love with Touga, and when she approaches him Nanami has her snubbed from her social circles.

The Black Rose picks her up, and she draws the sword from Touga's heart to duel.

An extended flashback shows us the origin of the Black Rose.

There was a prior research project into World Revolution and/or Seizing Eternity. The Black Rose betrayed them and burned down the research facility with all the researchers inside.

Souji Mikage, head of the Black Rose, tries to recruit Utena directly.

But it becomes clear that he's not acting in real time. In place of Utena, he sees the woman he loved back in the day. His partner in the Black Rose has been dead for over a decade.

Utena cones to visit him to see if there's something she can do to help Anthy, but when she discovers photos of the Black Rose duelists, she realizes Mikage is the mastermind and challenges him.

He fights to keep his memories alive. When he is defeated, they crumble...

Even down to the building he was working out of, which is a charred ruin.

Everything the Black Rose did was the strength of his will to bring his memories back.

But he was being manipulated from behind the scenes.

Anthy was the one he mistook for his partner, and she was put up to it by her brother.

So adjust your map of who is on whose side accordingly.

Time for a humorous recap/clip episode.

Tsuwabuki is injured and while he is recovering, the girls snoop in his diary/day planner and see his records of Nanami's plots and plans for interfering if something similar happens again.

Anthy's brother, Akio Ootori, chairman of the school and the mover behind much of what's going on would like to keep his sister closer.

He convinces her and Utena to move in with him.

The passage to the dueling arena grows a gondola and a new animation sequence.

Saionji returns. He's out of this whole dueling thing. Akio reveals something to him that changes his mind.

He duels Utena again, and the sword of Dios vanishes. But Anthy saves Utena and draws a new sword out of her, which she uses to win.

Akio takes Mickey and Kozue for a drive and convinces them to duel again.

As Anthy draws the new sword from Utena, so Kozue draws the sword from Mickey.

While Mickey and Utena duel, Kozue attempts to seduce Anthy.

Mickey is distracted by this, allowing Utena do win.

Nanami lays an egg. This is never explicitly revealed to be a dream or fantasy.

We don't learn WTF is actually going on here, but we do learn:

Nanami is terrified of being seen as weird.

Touga thinks homosexuality is against God's plan.

Juri is an avid bowler.

Ruka Tsuchiya, the third leg of Juri's love triangle, returns to school. He and Shiori go for a ride, then challenge Utena to a duel.

This is the new shape of duels: the duelists bring their Brides, who draw the swords from their hearts.

When they lose, Ruka blames Shiori.

Ruka and Shiori have an ugly breakup. Juri asks him to reconsider, to help the woman she loves. He challenges her to a duel, with the loser to do what the winner wants.

This is why Juri goes for a ride, then challenges Utena, with Ruka as the Bride.

Utena can't beat Juri; we know this. But when a lunge cuts not the rose from her breast, but the locket from her neck, she forfeits.

It turns out this was a deathbed plot by Ruka to help Juri and Shiori get together. (???)

Akio seduces Utena, at least enough for some serious kissing.

Utena is concerned that this is a betrayal of her Prince.

(Not to be held back, Akio also seduces his mother-in-law. He's a cad.)

Nanami discovers that Tougua isn't her brother by blood.

And since they haven't invented "no chromo" yet, this throws her for a loop.

She moves in to the chairman's residence to hide.

Then she walks in on Akio and Anthy together.

(Not even "no chromo" there.)

Nanami is appalled that Utena doesn't notice what's happening around her. She goes for a ride, and challenges Utena to a duel.

P.S. She and Touga are blood siblings; they were adopted at the same time. Touga knows but doesn't tell her because he likes the no chromo aesthetic.

Some people like to skip recap episodes. You shouldn't skip this one, because at the end of it, Akio takes Utena for a drive.

I don't know if he shows her whatever convinced the others, but they do fuck.

Long ago, the Rose Prince was trapped in a floating castle by a witch, who was also his sister.

Or

Long ago, Prince Dios was overwhelmed from saving all the girls in the world and his sister, Anthy, sealed him away to protect him. For this she was condemned as a witch.

Or

When Utena was depressed from her parents' death, Prince Dios came to her, and showed her his sister Anthy, trapped in torment, but unable to die. He could not save her, because he was no longer a prince she could believe in. Utena swore to become one and save her.

I'm pretty sure Akio is sleeping with Touga too, and at this point, I'm going to guess all the duelists and all the brides have had sexual relations with him as part of the revelation.

It just seems like the right bet.

Akio escalates his courting of Utena.

Touga intends to break with End of the World's instructions. He takes Utena to the dueling arena and confesses. To test his own feelings.

He concludes: he does care for her.

So he must defeat her to keep her from End of the World.

He makes her an offer she can't refuse.

If she wins the duel, the student council will stop going after Anthy.

If he wins, Utena has to become his woman.

(Conveniently, if she wins, he calculates she will acquire the power, so he's not actually putting anything on the line.)

Utena agrees.

For this battle, Saionji will play the Bride and draw Touga's sword.

Also, Utena cuts a car in half, so there's that.

Touga gives her a last piece of advice: don't let your guard down around End of the World or the Rose Bride.

That night, Utena walks in on the two of them.

Utena gets a letter from her prince: come to the phantom castle and gain the power to bring the world revolution, and meet him again.

She takes off her ring, tears up the letter, and asks Akio on a date where she dresses girlishly.

Utena explains to Juri that she and Anthy don't have what Juri and Shiori have; they're just good friends.

Basically, she tries everything she can to freeze things where they are right now.

What pushes her over the edge? Probably Anthy's suicide attempt.

She goes.

Utena and Anthy ascend to the castle where the meet the prince, who is Akio and End of the World.

He draws the sword from her and turns her into a princess. Now they will live happily ever after in the castle. Forever.

Wait. What about Anthy?

Oh, she'll stay the Rose Bride.

Utena rejects this, so Akio reveals the truth.

They're in the planetarium. All the fantasy visions? Illusions, projected by the planetarium.

Anthy will stay the Rose Bride because at this point, she likes it. And she is a witch.

No, Utena says, now we will duel.

This isn't like the pretend duels, Akio responds. You've never really fought.

But Utena presses him hard, and he draw her attention by throwing Anthy at her.

She stops to make sure Anthy is okay, which is when Anthy stabs her in the back.

You remind me so much of Dios when I loved him.

But you can never be my prince.

Because you're a girl.

Dios takes Utena's sword to break through the Rose Gate to where his power is sealed.

Meanwhile, Anthy is pierced BT one million swords. The job of the Rose Bride is to draw hate away from the prince.

He hacks mightily at the door, but the sword shatters.

Oh well, maybe the next one will be good enough. Clearly they've tried this many times.

But Utena is not through yet. She drags herself to her feet and to the gate. With her bare hands, she pulls it open just a crack.

And it's not a door anymore, it's a coffin.

And Anthy is inside.

Take my hand, she cries. But just as their fingertips reach each other, Anthy, and the coffin and the whole Rose Gate fall into the void.

Utena despairs. Her playing at prince was not good enough.

Next semester and people barely remember who Utena is.

She got hurt and had to be hospitalized, right? Or was it a bad breakup and she transferred away? I heard she angered the chairman and got expelled.

Akio evaluates it like so: she's just another failed revolution.

But Anthy says: you don't really know what's happened. Stay in your coffin and play prince, but I'm going.

Utena isn't gone. She's just vanished from your world.

No matter where you are, I swear I'll find you. Wait for me, Utena.