The generous 33 tracks of this soundtrack cover a sizeable chunk of the show, combining the Akio and Apocalypse Arcs, episodes 25-33 and 34-39 respectively. Virtual Star Embryology appears here in the TV ending version, as well as the duel chorus version used for Saionji’s duel in episode 25. Also featured here are two duel choruses from the Utena Sega Saturn video game. Herzen’s Head and Me and My Room, Upside-Down. This soundtrack has the honor of being the only one without a version of Absolute Destiny Apocalypse. What it does not have is the last ‘duel’ chorus, Missing Link, used in episode 39; look to OST 4, Angelic Creation, Namely, Light for that one.

The background music on this soundtrack is varied, and tends to stretch genres even more than the previous two since there’s a jazzy ongoing theme to music used for Akio scenes. The real stars of the show are the duel choruses, as far as I'm concerned. Starting with Mikage’s, J.A. Seazer takes over their production entirely, bringing in his theater group, 'Theater Laboratory - Universal Gravitation' [Engeki jikken-shitsu - ban'yū inryoku] to record the songs. The resulting pieces are much heavier sounding, with a sense of them being live compared to the more studio processed previous duels. They’re also, like the Akio Arc duels, a lot longer and a bit slower, befitting each Student Council member's last turn in the ring.

When I was fourteen years old, I hated school. No, to be more specific, what I hated was my own situation in the world of my school. Back in those days, what they call "school violence" was the talk of the town all over Japan; I think the school I attended was no exception, and was considerably degenerate. For instance, it was common for students to grab their teachers by the collar in the middle of class and disrupt their lessons. Schools are the Garden of Eden, but they are also self-contained societies as well as being modern society in miniature. And in my society, I was a boring person. I didn't have the courage to smoke cigarettes in the bathroom during breaks, or the courage to seize my teachers by their coat lapels either. I may have been a child, but I still understood that the idea of meekness as a virtue was a bold-faced lie. What sort of future could await me if I was already unremarkable even in this miniature society? My premonition that I would lead a boring life filled me with a despair beyond my ability to express in words. ...It's been decades since then. Reality is cruel, and I've become a plain and unremarkable adult after all. Out of the many people I knew I must not betray at all costs, I've let several of them down horribly. And after all of that, the only thing I've come away with is my own mediocre self. But even in this world that forbids us to dream, I am still dreaming away in secret. I'm still secretly clinging to that grace period, the unformedness of my youth.

I wonder if I've been able to convey that through Revolutionary Girl Utena the way I wanted to...