The movie doesn't retell the TV series, it tears it down and rebuilds it as a fever dream that knows exactly what you thought you understood. Every frame is a symbol fighting every other frame, and the film refuses to explain which one wins. By the end, Utena's sword and the duels and Anthy's "power" dissolve into something that hits you in the chest instead of the head, and you realize the show was always about something happening to you, not to her.

Utena Tenjou transfers to Ohtori Academy and is quickly drawn into a string of duels. The winner of each duel claims Anthy Himemiya, the Rose Bride, and whoever wins them all is said to receive the power to bring revolution to the world. Among the students, Utena finds a familiar face: Touga Kiryuu, a friend from her childhood. Touga knows about her past and understands the Mark of the Rose, the rings worn by the duelists, and he seems to hold the secrets behind the fights. Utena has to uncover those secrets herself before the force that rules Ohtori takes hold of her and her friends, while her tangled history with Touga threatens to pull everything apart. This feature film is a loose retelling of the Revolutionary Girl Utena TV series, mixing drama, fantasy, mystery, psychological tension and romance.