You seem almost dangerous.

This is far more intense than a duel episode, because Akio has set his sights on seducing Utena.

We begin with a conversation between Wakaba and Tetsuya (remember the Onion Prince?) about lies and relationships.

Tetsuya: Anyway, I said it was my first kiss, but she still just ran away.

Wakaba: Saying it’s your first kiss is really shameless.

Tetsuya: But it sounds better to say it’s your first time, doesn’t it?

Wakaba: Look, lies like that are totally transparent. And it sets a pattern of mistrust.

I guess she was right about him being a bit of a player after all.

And then Utena thinks back to her encounter with the Prince…

Utena: A first kiss…maybe that’s what it was…

That doesn’t seem to be how she interpreted it at the time — she just seemed to take it as an act of compassion. But now that she’s older and bombarded with expectations that she should find a man already (even though she’s ONLY IN MIDDLE SCHOOL), she’s rethinking all sorts of things.

Anyway, Akio baked a cake for her, which is clearly meant to be interpreted as a birthday cake (even though they never spell it out). So….fifteen now? And still obviously underage!

Utena: Amazing! You can do anything, can’t you, Akio-san?

Akio: Shouldn’t the compliments wait until after you’ve tried it?

Utena: But it’s so rare to find a guy who can bake a cake!

Then Wakaba shows up, adding to the birthday party vibes.

Wakaba: Wow! Akio-san, you made this cake?

Then she just repeats the lines Utena said before regarding a man who can bake, which Utena points out to her.

Utena: I told you before that he has a fiancée!

Wakaba: Oh, please! That doesn’t matter when love’s involved!

Utena: Oh, really?

Akio: What are you talking about?

Note that the “birthday candles” have now been transferred from the cake to this candelabra…

Since they were discussing the prospect of him getting together with Wakaba, naturally, they deny it.

Akio: Typical wicked girl’s plots, eh?

Utena: No way!

Wakaba: Utena! If you don’t loosen up once in a while, you’re never going to fall in love!

And Wakaba’s not calling her “Utena-sama” anymore, indicating that she’s turned her thoughts toward getting an actual boyfriend now. Note also that the word that’s being translated as “love” or “in love” here is “suki”, which is often translated as “like” instead –it’s more often indicative of a crush, while the stronger “ai” refers to “true love” or a steady relationship.

Anyhow, the next scene is Utena being chewed out by the staff again.

Guidance Counselor: Start acting more like a girl! I’m saying this for your own good! There’s nothing “cool” about wearing a boy’s uniform!

Utena: But everyone thinks this style is pretty cool…

Counselor: I don’t care what “everyone” thinks! What’s important is the good sense your guidance counselor is trying to impart! […] Vice Principal, talk some sense into her!

Vice Principal: You have to follow the rules! Girls should wear nice ruffly skirts!

Utena: (internally) Who thought that one up?

yeah, the other adults around here aren’t all that great, either

So when Akio shows up to “rescue” her by buttering them up, she’s happy enough to accept his help.

Akio: In any case, I have some business with this young lady. I’m taking her with me.

Counselor: Wonderful! The chairman’s looks, his fashion sense…!

Akio: Oh, and try not to constrict the students so much with the rules. I expect you to offer them guidance which stresses their independence.

But at the same time, she consistently takes him at his word, even with as obvious a lie as “I need her for something”. Which doesn’t bode well for her…

Akio: Silly girl. I didn’t really need you. I happen to be a fan of your gallant style, that’s all.

Utena: Aw, c’mon…

Akio: Besides, when I saw you cornered by those annoying teachers, and still standing up for your beliefs, it seemed somehow very strong and noble to me.

Utena: Should the chairman really say things like that?

Akio: I don’t care. Because you’re my sister’s…no. Because you’re my very special friend.

and anthy does nothing to thwart her brother’s advances, while we keep cutting back to the candle flames wavering…

Utena: Idiot! What are you thinking?! Akio-san is…

and she’s clearly just thinking that “akio’s engaged”, not “he’s twice my age” or “FACULTY”!

and she clearly recognizes the car, but accepts his explanation that “it’s just a popular model”.

There’s also a lot of orange in this episode, the color of desire…

Wakaba: U-te-na!

Utena: Huh? Wakaba?

Akio: Ah, Shinohara-san.

Wakaba: Hi there! You know, you can call me Wakaba, not Shinhara-san, if you want to. (aside) Okay, why’re you guys sneaking around together?! Maybe you two are on a date, right?

Utena: Of course not! We just happened to be together.

and once she confirms there’s nothing “romantic” going on, she takes her shot

Wakaba: Hey, Akio-san! In that case, can we go for a drive together? […] It must be fate that I ran into you today like this.

Utena: She says after dropping by every day to visit…

Wakaba: Um, please! It’ll be a memory I’ll treasure my whole life!

Akio: I see…If you have two hours to spare, I can spend some time with you.

Wakaba: All right!

And Utena goes to join her in the car, but Wakaba stops her.

Wakaba: Oh, no you don’t! You stay here, Utena.

Utena: Why?

Wakaba: Because three’s a crowd with dates! Right, Akio-san?

Utena: Uh, right. See you later.

Wakaba: Uh-huh. Later! Buh-bye!

I only just caught this, because I take it for granted as an American, but this car is an American model (since the driver’s seat is on the left), even though Japan drives on the left side of the road (like most overseas roads). It serves to subtly imply his disregard for societal norms, while also alluding to the inherent masculinity and coolness of the American muscle car.

And of course, Wakaba can’t stop talking about it, much to Utena’s chagrin.

Wakaba: I’ll treasure this memory…

Utena: Yeah, sure.

Wakaba: The sea was so pretty, and the wind felt so good! It was the perfect date!

Utena: Right, right. Look, I know you know, but Akio-san still has-

Wakaba: Yes, he has a fiancée. God, you can be such a killjoy…it was just a drive. Don’t overthink things!

Utena: You think I am?

Wakaba: You’re jealous, aren’t you?!

Utena: That’s not it at all!

And then Anthy walks in, seemingly reminding Utena of why she came here in the first place: her prince.

Utena: It’s not true…it’s not true…The only one I love is the prince…the prince who gave me this ring…so, then, why…?

BECAUSE HE’S TRYING TO SEDUCE YOU! And he also included a nod to her “strength and nobility” earlier, clearly establishing that he either knew about her encounter with the Prince, or he actually IS her prince…

Utena: Why? Why…why is my heart…pounding like this?

Then she thinks she sees Akio while she’s playing basketball, which distracts her, causing her to fall and sprain her ankle.

Basketball Captain: What just happened? It’s not like you to mess up like that.

So Anthy helps her over to the infirmary.

Utena: (internally) Something’s definitely wrong with me…

Utena: By the way, Himemiya…

Anthy: Yes?

Utena: There’s something I…

but akio shows up in his car before they can talk about anything

And the first candle goes out, indicating that Utena’s giving into the pressure to “become an adult” by entertaining a physical relationship with Akio.

Akio: What’s wrong? Here, get in. We should have that examined at the hospital.

Utena: Sorry about this…

Akio: See you later.

Anthy: Right.

Utena: Himemiya can come, too!

Akio: Oh, no, she can’t. Three’s a crowd with dates. Your friend told us that, remember? See you, Anthy!

because of course akio uses this as an excuse for a date

And, to be fair, Utena is still obviously uncomfortable about the idea of this as a “date”.

Utena: I’m really sorry. Having you drive me to the hospital like this…

Akio: Relax, all right? You’re practically family at this point.

Utena: Sure…

And, perhaps reminded by the phrase “practically family” (or else as an attempt to remind both of them that he has a prior commitment), she brings up Kanae.

Utena: Say…your wedding, it’s next spring, isn’t it? She’s a wonderful girl. Kanae-san, I mean…

Akio: Yes, she is.

Then, after they get back, Akio offers to help her out of the car…

Akio: Does it hurt?

Utena: I’m fine, really.

Akio: The doctor said you should stay off it today.

Utena: N-no, it’s fine! I can walk!

Akio: Now, don’t be unreasonable. I’ll carry you on my back.

Utena: Akio-san, you’re…a real playboy, aren’t you?

Akio: Why?

Utena: Because…you’re so good at making girls feel good.

Akio: Am I?

Utena: You don’t act like a school’s chairman. You seem almost…dangerous.

and yet, there are no other adults in her life she can turn to. just the one who’s preying on her

Akio: You defy the rules by wearing boys’ clothing, right? We’re similar, you and I.

And defying societal norms by crossdressing is NOT the same thing as SEDUCING CHILDREN THAT ARE YOUR STUDENTS!

Utena: But, I do it for my prince.

Akio: Your prince?

Utena: I met a prince long ago that I loved. And now…

Akio: I’ll carry you on my back. Or perhaps my arms would be better…

because he took her on a “date”, and refusing a kiss after a romantic date would just be prudish, right?

And the second candle goes out, while Anthy observes from a distance.

Then, the shadow play is about the fairy tale “The Red Shoes”.

Girl A: Get those shoes off now!

Girl B: Why should I? They’re my beloved red shoes!

Girl A: If you wear them, you’ll be dancing until you die!

Girl B: I know I shouldn’t, but I can’t stop! You’re like that, too! You’ve got a pair just like mine! Your own red shoes!

Girl A: B-but, I just carry mine around. I don’t put them on!

Girl B: Ah…never wears them, yet she still carries them…You’re a fool who carries them but won’t wear them! Life’s too short to never dance!

This is Utena’s dilemma: Does she embrace her (hetero)sexuality and have fun, even if it has consequences down the line, or stick to her principals and be perceived as a prude? Akio attempts to frame “breaking the rules” as ACTUALLY sticking to her principles, but Utena still has the sense to question that.

And then she chats with Anthy in bed, as usual.

Utena: Wakaba told me something…[…] She told me that there was no such thing as “wrong” love. That you can’t help it when you fall for someone. But there are some people you shouldn’t fall in love with…

Anthy: I don’t know much about that. Still, I think Wakaba-san may be right, that there’s a part of love that you just can’t control.

Utena: You really think so? By the way, is there someone who you love?

Anthy: Yes, there is. I have a prince of my own.

Then we see Akio and Touga in the car, essentially talking about how they’re both after Utena now. At least Touga has a decent reason.

Touga: Losing the duel was a shock to me. I don’t simply mean my being defeated. It was finding a girl who shook my core beliefs. It was the only time I’ve reconsidered how I live my life.

I mean, he still has to learn about consent, but at least it would be better than AKIO!

And the next morning, Akio asks her what’s wrong, and OF COURSE she can’t tell him, because he knows full well!

Then Kanae and her mother pay an unexpected visit.

Anthy: Good morning, Kanae-san.

Kanae: Good morning, Anthy-chan. Honestly, are you ever going to call me “big sister”? Hm? You’re Utena-san, right?

Utena: Good…morning.

And then her mother heads up to Akio’s “office” to talk.

Akio: What do you want to discuss? I believe I’ve been performing my duties well enough. Could it be something we can’t discuss on the phone?

Mrs. Ohtori: Akio-san…have you been avoiding my daughter lately? Your position at this academy depends on your marrying her. And don’t forget, engagements can be cancelled at any time.

Akio: I’m good to Kanae-san, aren’t I? I’m even considering naming a comet after her if I discover one. Besides, you see? I even wear her favorite fragrance. I’m always sure to wear it, and when we’re alone…And how is your husband, the chairman?

Mrs. Ohtori: Who cares about him?!

And naturally, he gets off the hook for fooling around with everyone at school by fooling around with her mother!

it’s bad

Then, in the classroom, Wakaba tells Utena about finally seeing Kanae.

Wakaba: Hey, Utena! Guess what?! I finally saw her! Akio-san’s fiancée, Kanae Ohtori-san! She’s wonderful! So pretty and smart-looking…and really rich, too. I get the feeling I could never compete against her.

But Wakaba finally acknowledging that she doesn’t actually stand a chance with Akio only seems to highlight to Utena how wrong it is for her to have feelings for him, and to actually have kissed him (even though she clearly wasn’t in the wrong, HE was the one who instigated it!).

Utena: It’s not true…the only one I love is the prince!

and the last candle goes out, indicating she’s finally given in

until next time