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.

Nanami finds out that her and Touga are not true siblings, and becomes overly depressed by this. To the point of running away from home... and suddenly being invited to live with Anthy and Utena by Akio! This is gonna more troublesome then a duel for Utena.

Utena is invited to a theater play, and takes Akio and Anthy. Unfortunately, she doesn't know that the play is about the truth behind the Rose Bride and the prince.