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Mikage's past and that of the Nemuro Memorial Hall are revealed.
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[[caption-width-right:350:Your attention here, please]]
Mikage recalls his first meeting with Mamiya and the tragedy that
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* AllOfTheOtherReindeer: The other researchers exclude Nemuro and talk behind his back about how they intend to take advantage of him while leaving him in the dark about their true purpose.
* AmbiguousSituation: At many points the episode tells the viewer one thing only to show something different.
** Mikage tells Utena that Nemuro died in the fire, but at the end of the flashback Nemuro is safely outside of the burning building. Mikage probably meant it figuratively, suggesting that the events surrounding the fire led him to [[ThatManIsDead abandon his identity as Nemuro]], but that's only ever implied.
** Mamiya becomes UsefulNotes/SchrodingersCat in this episode. He is dying in the flashback; in the present, he is dead by the attestation of his sister, and yet the audience has seen him alive with Mikage many times. It is worth noting that the viewer only gets the barest glimpse of present-day Mamiya--his hand as he plucks the final black rose.
* BlatantLies: When Nemuro asks one of the researchers about the rose signet rings they all wear, he smiles and says they're just a fashion trend. This lie doubles as DramaticIrony since the theme of the student council meeting this episode is the significance of the rose signets.
* TheCaretaker: Tokiko acts like a surrogate mother to Mamiya, managing his medications, trying maintain his strength, and keeping him as comfortable as possible.
* ColorWash: The flashback scenes are all in shades of yellow, green, or red. The characters are depicted in muted colors with pale shadows, with the exception of Nemuro himself.
* CynicismCatalyst: One possible interpretation of what happens to Nemuro after seeing Tokiko in Akio's arms. Tokiko inspired him to make the project a success, and if she is on Akio's side, then perhaps Akio is right. Perhaps the only way forward for Nemuro is to take the path that Akio prepared for him.
* DealWithTheDevil: Akio offers Nemuro a contract; the audience does not get to see what the terms are, but Nemuro clearly finds them unacceptable and appalling. Akio is not deterred by this and implies that he controls the whole research project from the shadows. The offer is still on the table.
* FindTheCure: In the flashback, Tokiko explains that doctors have given up on curing Mamiya's illness. However, she hasn't resigned herself to fate yet, and if the medical field won't help her she's willing to explore outside-the-box possibilities. She is interested in the research project since its goal is purportedly to "obtain eternity," and if she can make Mamiya eternal, then his illness would no longer effect him.
* GraveMarkingScene: Present-day Tokiko, who has aged into a mature woman unlike the other characters in the flashbacks, leaves a bouquet of roses beside Mamiya's grave.
* HappilyMarried: Present-day Tokiko tells Akio that she is married to someone who is good to her.
* IronicEcho: Mikage spent the arc manipulating others by telling them "your only option is to revolutionize the world," but an even earlier use of it occurs in flashback--said by Akio to Nemuro, the future Mikage.
* NoDoubtTheYearsHaveChangedMe: Present-day Tokiko is decades older than she is in the flashback, and Mikage walks right past her without even a hint of recognition.
* OnlyInItForTheMoney: Nemuro is good at his job, but he doesn't know or care what the purpose of the research is. By his own admission, he only accepted the position because it paid well.
* PaintingTheMedium: This episode represents a new high bar for surrealism in the series, and most of the content is open-ended. The most remarked-upon element is the pointing finger symbol. It's been in the background throughout the arc as part of the creepy vibe of Nemuro Memorial Hall, but now it's different. It's superimposed over the action and certainly weird, but not exactly creepy. It screams ''notice this!'' while directing the viewer's attention to seemingly trivial details. But there are common threads to the images. Belonging (one cat becomes a group of cats.) Longing (Tokiko's lipstick on the teacup.) Becoming (the butterfly regressing to the leaf when Nemuro finds motivation.)
* RobotsAreJustBetter: The shadow play focuses on a robot that can work endlessly without tiring or wondering why, which, for reasons taken entirely for granted, frames its capabilities in terms of catching monkeys. Nemuro likens himself to a machine earlier in the episode, so the parallels between the never-ending work of the shadow-robot and Nemuro[=/=]Mikage are easy to make. Present-day Tokiko watches this shadow play and reflects sadly on what has become of Nemuro.
* TropeyComeHome: Utena meets Mikage while searching for Chu-Chu, who apparently got lost, snuck into the kitchen at Nemuro Memorial Hall, and got caught in a mouse trap.
* UnexpectedlyAbandoned: Utena drops by the chairman's office, but unlike every other episode so far this arc, Akio isn't there.
* VictorianNovelDisease: Mamiya is terminally ill, but neither the condition nor it's symptoms are ever made clear and he is never shown in any obvious discomfort.
* WhileRomeBurns: Nemuro and Mamiya are both nonchalant about the high-casualty arson of the building-that-will-become Nemuro Memorial Hall. Nemuro even suggests the sacrifice was necessary.
* AmbiguousSituation: At many points the episode tells the viewer one thing only to show something different.
** Mikage tells Utena that Nemuro died in the fire, but at the end of the flashback Nemuro is safely outside of the burning building. Mikage probably meant it figuratively, suggesting that the events surrounding the fire led him to [[ThatManIsDead abandon his identity as Nemuro]], but that's only ever implied.
** Mamiya becomes UsefulNotes/SchrodingersCat in this episode. He is dying in the flashback; in the present, he is dead by the attestation of his sister, and yet the audience has seen him alive with Mikage many times. It is worth noting that the viewer only gets the barest glimpse of present-day Mamiya--his hand as he plucks the final black rose.
* BlatantLies: When Nemuro asks one of the researchers about the rose signet rings they all wear, he smiles and says they're just a fashion trend. This lie doubles as DramaticIrony since the theme of the student council meeting this episode is the significance of the rose signets.
* TheCaretaker: Tokiko acts like a surrogate mother to Mamiya, managing his medications, trying maintain his strength, and keeping him as comfortable as possible.
* ColorWash: The flashback scenes are all in shades of yellow, green, or red. The characters are depicted in muted colors with pale shadows, with the exception of Nemuro himself.
* CynicismCatalyst: One possible interpretation of what happens to Nemuro after seeing Tokiko in Akio's arms. Tokiko inspired him to make the project a success, and if she is on Akio's side, then perhaps Akio is right. Perhaps the only way forward for Nemuro is to take the path that Akio prepared for him.
* DealWithTheDevil: Akio offers Nemuro a contract; the audience does not get to see what the terms are, but Nemuro clearly finds them unacceptable and appalling. Akio is not deterred by this and implies that he controls the whole research project from the shadows. The offer is still on the table.
* FindTheCure: In the flashback, Tokiko explains that doctors have given up on curing Mamiya's illness. However, she hasn't resigned herself to fate yet, and if the medical field won't help her she's willing to explore outside-the-box possibilities. She is interested in the research project since its goal is purportedly to "obtain eternity," and if she can make Mamiya eternal, then his illness would no longer effect him.
* GraveMarkingScene: Present-day Tokiko, who has aged into a mature woman unlike the other characters in the flashbacks, leaves a bouquet of roses beside Mamiya's grave.
* HappilyMarried: Present-day Tokiko tells Akio that she is married to someone who is good to her.
* IronicEcho: Mikage spent the arc manipulating others by telling them "your only option is to revolutionize the world," but an even earlier use of it occurs in flashback--said by Akio to Nemuro, the future Mikage.
* NoDoubtTheYearsHaveChangedMe: Present-day Tokiko is decades older than she is in the flashback, and Mikage walks right past her without even a hint of recognition.
* OnlyInItForTheMoney: Nemuro is good at his job, but he doesn't know or care what the purpose of the research is. By his own admission, he only accepted the position because it paid well.
* PaintingTheMedium: This episode represents a new high bar for surrealism in the series, and most of the content is open-ended. The most remarked-upon element is the pointing finger symbol. It's been in the background throughout the arc as part of the creepy vibe of Nemuro Memorial Hall, but now it's different. It's superimposed over the action and certainly weird, but not exactly creepy. It screams ''notice this!'' while directing the viewer's attention to seemingly trivial details. But there are common threads to the images. Belonging (one cat becomes a group of cats.) Longing (Tokiko's lipstick on the teacup.) Becoming (the butterfly regressing to the leaf when Nemuro finds motivation.)
* RobotsAreJustBetter: The shadow play focuses on a robot that can work endlessly without tiring or wondering why, which, for reasons taken entirely for granted, frames its capabilities in terms of catching monkeys. Nemuro likens himself to a machine earlier in the episode, so the parallels between the never-ending work of the shadow-robot and Nemuro[=/=]Mikage are easy to make. Present-day Tokiko watches this shadow play and reflects sadly on what has become of Nemuro.
* TropeyComeHome: Utena meets Mikage while searching for Chu-Chu, who apparently got lost, snuck into the kitchen at Nemuro Memorial Hall, and got caught in a mouse trap.
* UnexpectedlyAbandoned: Utena drops by the chairman's office, but unlike every other episode so far this arc, Akio isn't there.
* VictorianNovelDisease: Mamiya is terminally ill, but neither the condition nor it's symptoms are ever made clear and he is never shown in any obvious discomfort.
* WhileRomeBurns: Nemuro and Mamiya are both nonchalant about the high-casualty arson of the building-that-will-become Nemuro Memorial Hall. Nemuro even suggests the sacrifice was necessary.
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Mikage's past and that of the Nemuro Memorial Hall are revealed.
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