A girl who cannot become a princess is doomed to become a witch.

Finally, we get Utena’s full backstory…just when it seems like it might be too late.

This episode has a lot of exposition from Yoji Enokido which goes down easy thanks to Junichi Sato‘s storyboards.

We open with Akio doing Anthy (although Sato is more discreet about it).

Akio: I discovered a comet earlier. It’s new. A star no one else knows about yet. But I won’t tell anyone else about it. I won’t even name it. It’s amazing, the feeling of discovering a new star. You feel as though doing that makes it your property. But the stars are the stars. They belong to no one. They belong to no one.

Anthy: Good night, Big Brother.

Akio: Must you still torture me?!

This episode reveals that Anthy still has some form of agency, and she exercises it against Akio as much as she can.

And meanwhile, Utena’s in bed, starting to process the position she’s in.

Utena: I’m going to become a prince!

The next day, the Shadow Players (who turn out to actually be schoolgirls at Ohtori Academy) try to recruit Utena to the drama program, despite her activity with the sports clubs. But they invite her to a little play called “The Tale of the Rose”.

And Wakaba shares screenshots photos from the year that are evidently for the yearbook or something, and asks Utena to pick her favorites.

Utena: There aren’t any of Himemiya.

Wakaba: Well, she’s not very sociable. She doesn’t participate in many school events.

True enough — that time at the ball seems to have been her only significant outing this year, and that might not be something she wants to be reminded of.

But this seems to prompt Utena to take some photos with Anthy (which was much more work in the 90s).

but akio’s the one she gets to take them

Akio: It’s been a while since I’ve taken pictures of something besides stars. But why do you suddenly want a keepsake photo?

Utena: Um, no reason. Get in the picture too, Akio-san.

Akio: You value memories a lot, don’t you?

Utena: Not really, but…

Anthy: Stop that, Chu-Chu.

Akio: That ring of yours also carries memories of your childhood, doesn’t it?

Anthy chides Chu-Chu for getting in front of the camera just when Akio is making to put his arm around Utena’s shoulders, and when she returns, she stands between Akio and Utena. She seems to be trying to mitigate the harm her brother does to Utena as much as she can, even if she’s unable to resist his will entirely.

Utena asks them to attend the play with her, which they do.

Akio: I haven’t seen a play in ages.

Anthy: Isn’t this fun?

Utena: Do you like plays, Akio-san?

Akio: All life is like a play. You’re either an actor or a spectator.

This is an interesting comment, because Shakespeare’s line “All the world’s a stage” is meant to imply that everyone is an actor. The inclusion of the role of “spectator”, an implicitly passive role, seems to allude to the roles of the “Brides” vs. the Duelists — gendered roles, even if not all “Brides” have been female (and obviously, not all Duelists are male). Honestly, the “Brides” aren’t totally passive, either — like a good audience, they have a hand in what happens on stage, too.

Anyhow, the play finally begins.

Girl A: Extra! Extra! Extra! At last! At last, it’s begun! The light sealed away. The sad prince. What could not be told until now…The Tale of the Rose!

Old Man: Beware! Beware! They still exist somewhere in this world, so you, too, must beware!

Girl A: Do you know? Do you know? Have you heard this tale? This story takes place when all the girls of the world were princesses. The world still hadn’t fallen completely into darkness then. The reason for this was because there was a Rose Prince.

It shifts focus to Utena at the mention of the Rose Prince…

The play shows that the Rose Prince often fought monsters, but sometimes the princesses would cry out to be saved from the monster of a lonely romantic holiday (in this case, Christmas Eve, which is more of a romantic holiday in Japan).

Princess: Yes! The girls of the world were all princesses! All because we were always protected by the Rose Prince. The world overflowed with light! However…

Old Woman: Hello? Hello? Are you the Rose Prince?

Prince: What’s wrong, Old Woman?

Old Woman: Calamity is overtaking this world! Someone is plotting to steal the light and plunge the world into darkness!

Prince: Who are you talking about?

Old Woman: A witch!

and naturally, they turn to focus on anthy here (complete with cackling)

Prince: A witch?!

Old Woman: Yes! Surely you know about it. The castle that floats in the sky. That is the witch’s castle. The witch who lives in there now is planning to steal the light from this world!

Prince: What do you mean, “the light of the world?”

Old Woman: Don’t you know what the light is? It is…that which is eternal…that which shines…the power of miracles…the power to bring the world revolution.

And here, they show the silhouettes of the Duelists as their thematic throughlines are mentioned. And of course, the prince heads to the floating castle, resulting in the closest thing we ever get to flying horses in the OP (but in shadows).

Witch: Welcome to my castle…

Prince: Oh my…! You’re that old woman!

because i guess princes always have to be thick

Witch: You fool! This was all a trap to seal you into this castle! […] It is you who is the light!

Prince: Why are you doing this?! Witch, who are you really?!

Witch: You still haven’t figured out who I am?

Prince: You’re my…my…my little sister!!

Little Sister: Yes, yes, Big Brother! It’s me! You are the prince who protects all the girls of this world! The one who makes every girl in this world a princess! The Rose Prince! But all I am is your little sister. I’m the only one you can’t make a princess!

Prince: But even saying that…!

After this reveal, the focus shifts to Akio, implying that he is the cynical remnants of the prince.

Little Sister: And that is why I have become a witch! A girl who cannot become a princess is doomed to become a witch!

Girl A: The witch imprisoned the prince, and the world fell into total darkness. The witch still wanders our dark world even now. She searches for young, noble souls to sacrifice anew! She seeks to keep another from bringing light to the world! All so darkness will reign…

and that line about princesses and witches is basically the whole premise of madoka magica

Old Man: Beware! Beware! She’s still around, somewhere in this world. You, too, must beware!

Meanwhile, Touga invites Saionji to spar with him, because he’s the last Duelist (again).

Touga: The fact she continues to win, even without the Sword of Dios appearing, is causing someone some concern.

Saionji: Why? Why do we always lose to that girl?

Touga: She’s no ordinary girl. When she was a child, she was shown something eternal.

This sets the stage for a key flashback…

but first, anthy leaves her alone with akio

But for once, he’s beating around the bush a bit, seemingly because he’s so frustrated with Anthy.

Akio: It must be hard. Being with Anthy. I know all about it. It must be tiring, being friends with her for this long.

Utena: No, not really…having her around has been really helpful for me.

Akio: Oh?

Utena: Himemiya is…a very important friend to me.

Akio: What is a “friend” to you?

Utena: I mean…well…it’s someone…who’s important to me.

Akio: Then, what about us? Are we friends, too? You always wear this ring.

Utena: Because…the prince gave it to me.

Akio: I recall you didn’t even take it off on that night.

Akio: Then, what about us? Are we friends, too? You always wear this ring.

Once again, she’s clearly uncomfortable, but doesn’t know how to get out of this.

Utena: We shouldn’t!

Akio: Duty to your prince?

Utena: I…I think I want to be true to him.

Akio: You think?

Utena: It’s just, when I look at this, I remember. he told me to never lose my nobility. I honestly don’t remember much from that time.

Akio: That time? What time was that?

Utena: I…don’t really remember.

It’s not necessarily that she wants to stay “pure” for her prince, but that she feels that being with Akio is making her lose her nobility.

And Anthy is in bed, knowing what her brother is trying to do to Utena, and being unable to stop it.

Then, we shift to a flashback, and finally see what really happened between Utena and the prince.

Utena: Tell me…are you the Angel of Death?

Dios: No. I do not serve Death.

Utena: You’re so pretty…

So, he leads her to something eternal…

Utena: Who…is that?

Dios: A witch. […] The Rose Bride.

Utena: Rose Bride…?

Dios: Those who can die are lucky. She cannot die. She simply lives on in agony.

Utena: But why?

Dios: It is her punishment, for taking the prince away from the girls of the world. They still tell the story, even now. It is the Tale of the Rose…Anthy…

Then, he proceeds to tell the true Tale of the Rose…

The time period is intentionally vague, as the fax machine was a very modern technology at the time, but people also wield swords.

Dios: Anthy…

Anthy: I’m right here!

On top of the fax machine seemingly overflowing with distress calls, there’s a mob of people literally banging at the door.

Man A: Prince! We know you’re in there! Please, fight! You’re the only one who can save my daughter!

Man B: My daughters are waiting, too! Come out of there, now! Fight! Prince!

Anthy: No! Don’t move!

Dios: But…they’re calling for help…I have to go!

Anthy: Stop, please. Don’t fight anymore. You’ll die.

And after she puts him to sleep, little Anthy goes out to confront the crowd…

Man: Who are you?

Anthy: Dios is no longer here! He belongs to me alone now. I’ve sealed him away where you can never touch him again!

Man: You witch! What have you done?!

Dios: Anthy…

and then she’s almost literally crucified for daring to come between the world and the prince. methinks that’s enough to make her fear of crowds very understandable

Dios: She sacrificed herself to save her beloved prince. Even though she was the only one who truly loved him. And yet, the prince she loves is no longer the prince she knew. Now anymore…he is now End of the World…

Utena: This is…

Dios: All she has left is her suffering!

Notably, this seems to be the first use of “ai” in this show –when Dios is referring to Anthy’s feelings for him in comparison to those of the rest of the world. Because they never really knew him or cared about him, hence why they would work him to death.

Utena: Please! Help her! The poor girl…! Help her, please!

Dios: She’s beyond my help now.

then the prologue theme kicks in

Dios: The only one who can save her now is a prince she can believe in.

Utena: But you’re a prince, right?

Dios: I can’t become her prince.

Dios: You’re a gentle-hearted girl. Thank you for your tears.

Utena: Then I’ll become a prince! I’ll become her prince and save her!

Dios: If you never lose your nobility, even when you grow up, then you may be able to save her from her eternal torment

Dios: And yet, I’m sure…I’m sure you’ll forget all about what you’ve seen tonight. And even if you do remember this, you’re a girl. Eventually, you’ll become a woman.

Utena: I’ll do it! I swear, I’ll become a prince! I swear!

Dios: If so, that ring will lead you back here, one day.

So this is a lot to unpack. First of all, it confirms that Akio (or some part of Akio) may have saved her, but Dios is distinct from Akio. Akio is the person who grew up without power, hating Anthy for taking it from him, but needing her around because she’s the only one who can access the power of Dios now. And speaking of Dios, this also signals that Anthy hasn’t given up on herself just yet, because only she could have released the spirit of Dios like this to draw Utena to her in the first place. She’s trapped in agony, but some part of her longs to escape.

Utena: I feel like…like I was dreaming of something familiar. I can’t remember it now. Can’t you sleep?

Anthy: I was looking at your face as you slept. Who are you?

And now, the trouble is that Utena still thinks it’s the prince that she’s been looking for all these years, when really it was Anthy. And of course, Akio has a vested interest in ensuring that she never remembers.

Until next time…