قسمت 3: اوتنا در ناخت‌بیس با لئوپارد انفجاری روبرو می‌شود که منجر به قرار ملاقات و نبرد جادویی با ترس ماگیا می‌گردد.

3

Venalita takes Utena to Enormita's hideout, Nachtbase, to meet another Enormita member, Kiwi Araga aka Leoparde. Having joined Enormita out of spite of Tres Magia's popularity and feeling annoyed with Utena for sparing them, Kiwi fights against her using an array of explosives and weaponry. However, Utena, accepting her sadistic nature, manages to use a lightbulb to trap Kiwi and subject her to electrical shocks, leading Kiwi to fall in love with Utena and transfer to her school. On another day, Utena and Kiwi go on a date together which culminates in Kiwi transforming the both of them, attracting Tres Magia's attention. While Kiwi fights against Magenta and Sulfur, Azure becomes subjected to more of Utena's punishment. When Kiwi runs out of magic, however, Utena saves her by using her whip on an Azure figure she had bought to distract the magical girls and allow them to escape. (Source: Wikipedia)