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An OVA loosely based on the Magic Knight Rayearth saga. While there were similar elements that were in the original show, it was executed differently enough to be another story altogether.

Our three heroines, Hikaru Shidou, Umi Ryuuzaki and Fuu Hououji, attended the same school this time around. They made a vow under a cherry blossom tree together that they will stay as friends together even if they're apart. Said tree was rumored to have a certain fairy that granted wishes, but rumors would stay rumors. Their school life was almost at an end... but unfortunately Umi and Fuu would have to leave due to their parents making plans to live in another place, leaving Hikaru alone. All three, especially Hikaru, were fearing that they would never see each other again.

And suddenly, weird things started to happen. The rumored fairy, taking form of a fluffy rabbit-like creature called Mokona, make an appearance, and only the girls could see them. Then time suddenly stopped and people started disappearing except the girls. And then there's this man with weird clothing named Clef appearing and while he's friendly, there is a hostile sorceress named Alcyone trying to kill the girls; and that was just the beginning. According to Clef, his dying homeland of Cephiro has made an attempt to merge with the real world, and in order to stop them, the girls have to revive the Rune Gods sleeping somewhere within Earth (and one of them, Lexus, already contacted Hikaru) and stop the merging of two worlds.

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Provides examples of:

  • Adaptational Angst Upgrade: Hikaru isn't a Genki Girl, instead being a target of mockery from her classmates (before eventually gaining their respect as she became the adored captain of the gymnastic club) and sad over graduating, as it will separate her from Umi and Fuu. She still tried her best to be the optimistic Hope Bringer of the trio, however.
  • Adaptational Heroism:
    • While she is still quite nasty in this adaptation, Alcyone has some heroic qualities. Despite intentionally torturing the Magic Knights in her battles with them and enjoying it, her reason for aiding the villains is out of genuine concern for the welfare of Cephiro. In addition as opposed to the source material and most adaptations, she is loyal to Emeraude to the end and before Eagle executes her, her last words was requesting a second chance so she can continue battling for Cephiro.
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    • Zagato, being a Posthumous Character, didn't seem to have any bad bones within him anymore. He's no longer sending minions to kill innocent girls, and sacrificed his own life in an attempt to stabilize Cephiro, even if it proved futile. This is also shown with his color scheme, rather than his usual predominantly black outfit, it's now white.
  • Adaptation Personality Change: Eagle has gone from trying to save his country to being willing to destroy Earth to save Cephiro. He's also Emeraude's brother instead of Ferio. Hikaru has gone from a Genki Plucky Girl from a kendo family to a particularly Broken Cutie in the gymnastics club.
  • Adaptation Name Change: The mascot Rune God's name was changed to Lexus. The fact that Rayearth no longer has anything to do with the Rune Gods but instead refers to planet Earth and its unique place is telling.
  • Adaptational Nationality: Although the girls are all still Japanese, Hikaru this time was stated to be a transfer student from Hokkaido, whereas she's a mainland native Japanese in the original.
  • Adaptational Villainy: The main villain of this OVA? Eagle Vision, who in the original story was only an Anti-Villain.
    • Ferio also becomes a bad guy in this OVA. Though he does do a Heel–Face Turn near the end.
    • Ascot is more of a blood knight in this OVA, with no redeeming qualities, and not even a Heel–Face Turn before dying.
  • Adaptational Wimp: Downplayed. The Magic Knights can fight... but only when they're in their Rune Gods. Outside that, they're completely defenseless and had to depend on either Clef's magic or Lantis' swordsmanship.
  • Adapted Out: Amongst the first season characters of the original manga, Presea, Caldina and Lafarga do not appear. While Eagle is given an Adaptational Villainy, his Autozam compatriots Geo and Zazu were written out; and so do the Chizeta and Fahren people. And it goes without saying that the anime-exclusive characters (Inova, Nova and Debonair) do not appear.
  • Alas, Poor Villain: Even though he's a gleeful killer with no redeeming values, Umi and Fuu are still disturbed and upset when Ascot is killed by the destruction of his Rune God.
  • Alternate Continuity: This is described as a shortened retelling of MKR. That is really inaccurate. There are so many changes to the plot, it's another story entirely.
  • Art Shift: Given that it's a remake of the story, this was bound to happen. While youthful-looking characters such as Emeraude and Clef look their age, Hikaru, Umi, and Fuu resemble their manga designs more than they did in the TV series.
  • Barbie Doll Anatomy: The "control panel" in the Rune Gods usually obscure their anatomy, but when it's unavoidable to cover them up that way, the animators use this.
  • Be Careful What You Wish For: The girls attend the same school and don't want to be separated after graduation. They wish to stay friends forever, and this story really tests that wish.
  • Big Bad: Eagle Vision is responsible for all the danger in the OVA as its main antagonist.
  • Bittersweet Ending: Emeraude takes the others back to Cephiro, which is still dying, and the girls' wish remains uncertain.
  • Bond Creatures: Even worse than in the mainline series. Physical injuries while in Rune God form translate directly on the summoner's body.
  • Broken Bird: Emeraude, who is sort-of The Ophelia too.
  • By the Power of Grayskull!: The key phrase to get into the Rune God this time is "Cynos", instead of calling out their name.
  • The Cameo: Primera only appears as a random, nameless fairy that lived in Cephiro in peace (with a new Spear Counterpart next to her too) before everything went to hell for them.
  • Cherry Blossoms: There is a large cherry tree on the school grounds that is in the midst of shedding its petals. Supposedly, any wish made beneath it will come true. At the end, Hikaru, Umi, and Fuu meet beneath it one last time and then go their separate ways.
  • Chest Blaster: Hikaru can unleash a fire blast from Lexus' chest in a similar manner to Breast Fire, something that she never had in the original series (presumably to replace her lost Ruby Lightning).
  • Cowardly Lion: Umi is shown to be the most hesitant and deathly scared of dying, but the moment she dons with Selece, she ended up having the biggest advantage in battle against their initial opponent, beating down Ascot without even taking any wounds (contrasting with Hikaru and Fuu, who got hit and bled against Alcyone and Ferio respectively). She even gave him one Trash Talk to compound on this.
  • Darker and Edgier:
    • Cephiro is dying; Zagato sacrificed his life in a vain attempt to avert this. Emeraude is alive, but is clinging to a dream that Zagato is with her. The actual story has more violence, some blood, and about half the characters from Cephiro are killed off (although Emeraude lives).
    • Also, remember how the anime and the manga have these moments where our three heroines and their friends go into chibi-mode? Well, they're gone. In fact, while most of the first half of MKR is bright and adventurous, and the second half had a very strong message of optimism and cheer despite the exterior atmosphere, the OAV is relentlessly bleak and the girls fight desperately to cling to any kind of hope.
    • The Mashin no longer look like animal-themed armored knights, but rather like gigantic, vaguely humanoid living beasts and demons, and their hand-to-hand combat is not pretty —especially when they lose limbs.
    • Time passes normally on Earth as the battles escalate, and literally half of Tokyo is flattened to a ruin, thus leaving its citizens suddenly destitute when they return from the pocket dimension.
  • Dead Hat Shot: Ascot's ruined hat flutters to the ground after his Rune God explodes.
  • Death by Adaptation: Ascot didn't make it to the end unlike the original series, but with his change of personality to a much sinister one, probably no one minded that much. In the end of the series, however, Lantis also perished on his own choice to give the girls a chance to repel Eagle, unlike in the original where he survived and continued to become Hikaru's main Love Interest.
  • Enfant Terrible: Ascot isn't in to save his friends in this version. He just wants to kill everyone.
  • Everybody Hates Hades: Eagle this time is given the position as the spirit who governs the dead, much like the Trope Namer. And he's the Big Bad this time.
  • Exact Words: Alcyone's last request is to be given the chance to fight for Cephiro again. While Eagle delivered a You Have Failed Me and offed her, he also commanded the spirits of the dead in Cephiro, which he used later in the OVA. So, technically Eagle is giving Alcyone what she wanted, a chance to fight for Cephiro... as one of the spirit of the dead he controlled.
  • Family-Unfriendly Violence: The Rune God battles are bloody and nasty.
  • Fan Disservice: Yes, the girls ride the Rune Gods while naked. No, it's not hot because the injuries that the Rune Gods sustain are translated directly to their bodies.
  • Fictional Counterpart: Sabway referring to the Subway restaurant. Toyo Dome referring at Tokyo Dome City a Stadium widely used by Toei Company.
  • From Bad to Worse: The Darkest Hour keeps getting darker far past pitch-black.
  • Hates Being Alone: The crux of Umi's character development. Over the course of the OVA, she saw her friends leaving her one by one (Hikaru committed a Senseless Sacrifice in the first episode, Fuu left her to search for Windam against her concerns, Clef put her away to safety while facing (averted) doom against Ascot) and it shows that she's just as fearful of separating, just like Hikaru, and then Ascot attempts to kill her which in turn would make her die alone. Overcoming this without going the loner path is what allows her to awaken, connect with and don Selece.
  • Heel–Face Turn: Ferio decides to turn against Eagle and help Earth instead after Lantis tells him the truth about Emeraude and Zagato.
  • Heroic Sacrifice: Lantis sacrifices himself to empower his sword, to be used by the Knights. Doesn't make much sense.
  • Hope Crusher: Because Cephiro was destroyed and his sister was heartbroken, Eagle decides to bring despair to Earth as well.
  • Hope Spot: Nearly every time one of the girls starts feeling hopeful, or they get the upper hand in a battle, their foe rallies hard against them to knock them even further down than they were before, both physically and in spirit.
  • Humongous Mecha: Again, the Rune Gods. This time all of the Cephiran characters get them too.
  • Ma'am Shock: Originally, while Umi constantly called Alcyone an old hag, she's either ignoring it or not in the right mind to reply. In this OVA, Alcyone finally showed a startled reaction when Umi called her an old hag.
  • Older Than They Look: Averted. There is no mention of appearance-changing in this story, so Clef looks like a grown man, and Ascot is actually a young boy.
  • The Ophelia: Emeraude sings and makes flower chains at the feet of Zagato, oblivious to his death and the destruction that's carried out on Earth in her name. It was Eagle who put her into this state, however—the girls are able to reach her, and she comes back to reality in time to stop him.
  • Our Dragons Are Different: Selece in this continuity has the default form of the Eastern Dragon, the long, legless kind; while in the original, he has the Western Dragon form; the legged, winged one. When Umi donned with him, Selece gains limbs, but not wings.
  • Out-of-Clothes Experience: While "piloting" the Rune Gods, the girls appear entirely naked (their foes are never shown, however.) Also, their invocation of the final attack starts with them floating naked in the void.
  • Pest Controller: Ferio's primary ability is conjuring a swarm of insects to attack.
  • Pimped-Out Dress: Emeraude's dress is far fancier than in the main story.
  • Pink Means Feminine: The outfits worn by Emmeraude and Alcyone are pink, when they were white and red respectively in the series.
  • Product Placement: There is a Subway restaraunt, but it's actually used for an important scene in the story.
  • Ship Tease: Ferio gets a little flustered around Fuu after he decides to help Earth instead, alluding to their status as an Official Couple in the original canon.
  • Shock and Awe: Lightning magic became Umi/Selece's secondary power aside of water, while Hikaru/Lexus can no longer use the Ruby Lightning from the original series.
  • Shout-Out: The school uniforms are that of the CLAMP academy.
  • Spared by the Adaptation: Emmeraude lives in this story.
  • Star-Crossed Lovers: Emeraude and Zagato are this in every universe, it seems. Though she is less of a Fisher King than the original, her status as master of the spirits that maintained Cephiro still forbids her from loving High Priest Zagato. When it was discovered, the spirits slowly deserted the land.
  • The Tokyo Fireball: Large sections of Tokyo receive a pretty thorough trashing in the duration of the OVA.
  • Tokyo Tower: As the Cephiran invasion begins, it is magically replaced by Emeraude's Castle. Ironically, it is the only thing standing amid the ruins of the city when Cephiro leaves Earth at the end of the story.
  • Trapped in Another World: Inverted. Instead of being sent elsewhere, the girls are the only living things on Earth after Clef whisks everyone else to another dimension, for safekeeping.
  • You Have Failed Me: Eagle executes Alcyone for failing to defeat the girls.

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