Utena is introduced to Anthy's brother, the charming Dean of Students, Ohtori Akio. She also meets his fiance, Kanae.

Meanwhile, in a building called Nemuro Memorial Hall, something is afoot. A genius student named Souji Mikage has started a seminar, but it is not what it seems.

Kanae is having problems getting used to Anthy. She can't bring herself to like her, despite her efforts, and enters the Mikage Seminar for this reason. Little does she know that the seminar is really a method of selecting Black Rose Duelists to oppose Tenjou Utena for the Rose Bride, whose death is the goal of the duelists. Kanae becomes the first of these duelists, but inevitably loses to Utena.