Akio is determined to conquer Utena and with her the power of Dios. He tells Anthy he will need her help. Anthy obediently agrees (like she always does). The following morning Touga knocks on Utena’s bedroom door in an attempt to wake her up for school. However, Anthy tells him that it’s her duty to wake Utena up and adds that he has an important student council meeting that requires his immediate presents. With Touga out of the way Anthy leaves for school. Utena wakes up only to find herself alone in the house and late for school. Outside Akio is waiting in his sports car and offers Utena a ride to school. Instead of dropping her off at school he takes her to the beach. Utena is a little apprehensive about skipping out on school; however, Akio assures her that as long she’s with him she won’t have any problems with her teachers (after all he is the absolute authority at Ohtori Academy). The “date” goes well and he takes her back home. Once home Utena feels overwhelmed by her date with Akio and realize her strong attraction towards him. Despite this she can’t admit to Anthy that she has fallen for a man who’s engaged to another woman.

The next night Akio meets with Anthy to tell her about the next step in his scheme; he plans on getting Utena to go through with a symbolic engagement ceremony with Anthy in order to make her into his new rose bride. He assures Anthy that Utena will agree once she has completely fallen for him. In the meanwhile Utena worried about Anthy’s absence, heads out to look for her. She bumps into Touga who insists on accompanying her in her search for Anthy. She tells him that she doesn’t need his protection but appreciates his concerns. Her search leads her to the planetarium where she encounters Akio. He’s please to see her and telsl her that he was just thinking about her. He talks about his hobby of watching the stars at night and explains the meaning of his name (Akio=”the morning star” or “Lucifer”). Utena is impressed by his charms. Akio: “ your brilliance is the strongest and most beautiful among all the stars . . .I want you”. All this time Anthy has been observing the two.

Utena is back in her room dreaming about her time with Akio. Anthy gets up and climbs onto her bed and starts to cry. Utena who’s still half-asleep thinks it’s a dream but promised to protect her…The next morning at the breakfast table, with Anthy and Touga, things seem to be normal except Utena is still confused by Akio’s declaration…At school she wonders why she never felt this way about Touga’s or Miki’s kiss. The student council members, particularly Juri, notice a change in Utena. She comments out loud that Utena was spotted riding around town with Akio. Touga is disturbed by this…Later on that morning he sees Utena running toward Akio’s car. However, he tells her that Akio’s in an important faculty meeting therefore she wouldn’t be able to see him. He then drags her into a room and demands to know what Akio have done to her. Utena tells him to mind his business but Touga won’t hear about it and kissed her. She slaps him and demands to know what he wants from her. Touga: “my desire has always been to protect you; now I want to protect you from Akio…the end of the world”. Utena can’t believe Touga’s words…Touga tells her that he too used to obey Akio’s orders because he respected him. But he realized that Akio only used people for his selfish gains. Utena is distraught because if what Touga said is true, that means that Akio’s feelings towards her weren’t sincere and that he’s been forcing his sister to play the submissive role of the rose bride.

In the next scene Akio invites Utena for a ride from school. He orders Anthy to get down and offer her seat to Utena. Utena gets in the car and orders Anthy to stay in too. However, Akio tell Anthy to stay out (which she does) and before Utena could get out to follow her, Akio sped off. Utena is upset and demands to know if he really is the end of the world; Akio simply laughs. Then she asks if Anthy is truly his sister. He says, “yes”. Utena: “Then why do you force her to play the role of the rose bride?” Akio replies that Anthy does all that he asks her on her own will. Utena tells Akio that he’s evil and only uses people. She refuses to be part of his game…Akio tells her he loves her and needs her…He continues to accelerate the car until it seems that they would go flying off a cliff. Utena is terrified and starts to cry. Akio stops the car and comforts her. At this point Utena is scared from the near miss and accepts his embrace and kiss. He tells her that he knows how to get to the castle in the sky. In order to get there she will have to perform a brief ceremony with Anthy. Utena, whose greatest dream is to see her prince, agrees (Score 2 for Akio).

Utena returns home still thinking about the promise she made to Akio. It’s set she’ll go through with the ceremony…Touga arrives downstairs to meet her. Utena is surprise to see him and finds it hard to look him in the eyes. She tells him that she’s sorry but can’t help loving Akio even if he is bad or “the end of the world”. She realized that she’s probably fallen into a trap but it’s too late…Touga is disappointed and tells her that he can no longer protect or serve a girl who obeys Akio Ohtori. With that he walks away from her…(in the anime Touga is overly involved in Akio's plans and knows much more than he does in the manga;he's pretty much Akio's right hand)

A while later, Anthy walks into their room to tell Utena that Touga has packed his stuff and left. Utena feels guilty about this. Anthy tells her that it’s natural to fall in love at some point in life and that she is after all a girl. Utena asks Anthy what she knows about the engagement ceremony. Anthy tells her she only follows orders from her brother and knows nothing. For him she could even die because he has done so much for her during all these years. . .The next day after school Akio arrives to pick the two girls up and head for the duelist arena. By the end of the ceremony Utena has become the new rose bride and Akio the Prince (Score 3 for Akio). In the meanwhile the Student council members, including Touga, have convened within the Arena; however, it may be too late. . . Touga demands to know why Akio has the sword of Dios instead of Utena (the final victor) Finally Akio’s reveals his true intentions to all the duelists including Utena. From the very beginning the only one that was destined to use the power of Dios was him. In addition the final victor was destined to end up as his bride (what a nice consolation prize neh). Anyways, Utena is still in a trance (possible side effect of her transformation?) and doesn’t understand what’s going on around her. Akio puts up a barrier between him and the student council members to prevent them from coming near Utena. From Akio we learn that Dios has been shut up in the castle in a trance for countless years while Akio spent most of his life looking for a way to get to his power. . Akio states that Dios lifeless existence is no different from the girl lying in the coffin. Utena and the others realize that the girl is Anthy. At this point Saionji goes into a fit and demands that Akio give him back Anthy. Akio ignores him and tells Utena that Anthy only purpose in life was to guard the sword of Dios in her breast and that her duties are over. Utena is his new bride and would be a better one than Anthy. At this point Utena has snapped out of her dazed state and grabs the sword from Akio’s hands. Akio orders Utena to give back the sword. Of course, she refuses and tells him that he never cared about her or Anthy…Akio grabs her and forces the sword from her hand: “A sword is not befitting you; there’s no longer any princess to safe so let’s go together in the castle for all eternity”. He kissed her but this time Utena fights back by biting his lips! That’s her final answer. He leaves for the castle above…

Utena breaks down in tears at Anthy’s coffin and begs her forgiveness for not being strong enough to guard herself from Akio’s lies and failing her as her prince. She starts to rip off her rose bride outfit and then throws away her rose signet in disgust. At that point Dios descends from above and put the ring back on her finger. With this, Anthy’s glass coffin shatters and Utena is back into her male uniform. Utena is happy to see Anthy. Anthy warns Utena that Akio plans on killing Dios in order to obtain his power. Utena decides to head towards the castle with Anthy by her side. The rest of the student council member decides to tag along. So they all enter the castle gates. The interior of the castle has a medieval/Romanesque look to it. It seems a place fit for a deity. Saionji is apprehensive and tells Anthy to return with him to the real world. With a mysterious power Anthy locks Saionji in a coffin. His coffin symbolized his vice (arrogance). She then proceeds to lock Juri and Miki into their respective coffins (stubbornness and gullibility). She assures Utena that they would be fine and safer in these coffins while they rescue Dios. As for Touga he’s the only member that Anthy didn’t put into a coffin. As they proceeded through the castle, Anthy tells Utena a little about her past. Anthy was fated to die but Dios rescued her, and thus became fated to take on the role and the power of the Prince. Anthy was a princess who once loved and respected him. Akio was Dios’ friend and like a younger brother to him. However, over time he became jealous of Dios’ power and attacked him. Dios refused to hand over his power and shut himself up into the castle. A portion of his power became a sword and remained confined in the breast of his lover Anthy **Someone commented that the story had a familiar theme to it; yeah you know the bible's account of the fall of Lucifer from heaven after challenging God’s authority** Utena comments that her story sounds like a myth or a fairy tale. . .Anthy agrees. Nevertheless, Utena tells Anthy that she really want to understand and help her. After all they are friends. At that point the castle begins to crumble. They head quickly to see what Akio had done only to find Dios asleep on a giant globe. In reality Dios is dead (murdered at the hands of Akio). His body disappears and in its place is a ring. Akio arrives on the scene and tells Utena not to weep because her prince is not dead. Dios was him in the past (Sounds confusing right?)….

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