Event Year: 1997

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."

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.

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.

Utena meets Anthy's brother, Akio. Akio has been engaged to Ohtori Kanae whose father is the chairman of the board of trustees of Ohtori Academy. Her father is deceased, so Akio is the acting chairman. Mikage Souji is a twelfth grader who organizes 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 End of the World admitted Mikage and Mamiya. They say they need a duelist good enough to beat Utena. In the elevator of Nemuro Memorial Hall, Kanae confesses she is suffering. She can't get along with Anthy no matter how hard she tries. Taking advantage of that, Mikage makes her a Black Rose Duelist.