Although the girls are happy that Chiaki is there to conduct S-Oke, the boys are doubtful he can do it. Where is Strezemann? Nodame recalls what happened when she begged Strezemann to accept Chiaki's request to transfer to the conducting department. Convinced that Chiaki would go off to Europe if he couldn't study conducting at the academy, Nodame accepted Strezemann's condition of giving him a kiss to approve the transfer. They both puckered up, but as he stepped forward, she suddenly punched him, knocking him out.
When Chiaki discovers that S-Oke is playing Beethoven's Symphony No. 7, the piece he had just been studying, he feels confident that he can conduct. The girls rush over to offer him batons to use. Chiaki is shocked to find out that Strezemann appointed Mine as the concert master.
Nodame piggybacks the unconcious Strezemann to the practice hall, telling him that Chiaki is going to conduct. When she realizes that he has revived and is touching her chest, she promptly knocks him out again.
Chiaki begins the practice and wonders if Strezemann just gathered all the weird and incompetant students on campus; everyone is playing terribly. Hashimoto (oboe) and Tamaki (clarinet) scheme to play each other's parts to test him. Chiaki shouts corrections at everyone, and Nodame is surprised to see that Strezemann has revived and is watching the proceedings closely.
Chiaki gets fed up with the lousy S-Oke. They don't listen to his instructions, have no ability to learn, and even pull a trick on him. Strezemann takes over, telling Chiaki that he's failed, pointing out that he made a girl cry. Sakura (contrabass) rushes in late and takes her seat.
Strezemann resumes telling Chiaki that he has missed something and goes on to correct everyone from a different angle. He tells Mine to let out fun sounds, the horn player to blow his nose, one of the clarinet players to change his reed, and the Suzuki sisters to let out sexy sounds. The members respond in a positive way. Chiaki watches and concludes that Strezemann must really respect music and people, so he's respected in return. That is a true maestro.
Chiaki submits a transfer request and Strezemann tears it up. Chiaki responds by saying he will keep submitting requests. Strezemann accepts him as his pupil, but he must stay in the piano department. He deems Chiaki interesting, it's a shame he is Vieira's student. In return for accepting him, Chiaki must spend all his time with him. Then he suggests going to Shibuya. With Chiaki by his side, they'll easily get women!
Maki and Reina notice Sakura struggling under her contrabass. Meanwhile, Nodame steals Maki's lunch. She makes a quick escape, but Sakura bumps into her and sends the bento flying. Nodame mourns over the dirty food, but Sakura asks if she can eat it. When she realizes she's late to orchestra practice, though, she runs off.
Strezemann announces that S-Oke's debut will be at the concert review being held in two weeks. Mine leads all the members in a cheer. Chiaki's doubts are drowned out, but he reassures himself that at least he's not the one who has to conduct it. Then Strezemann names him vice-conductor. He gives Chiaki the baton and score, and says he's going to a nightclub.
The members grumble because they expected Strezemann to conduct them, but he quiets them by saying he has to take care of A-Oke as well as the conducting department. He leaves Chiaki in charge to start his partying.
Ookouchi comes in incensed that he was passed over to conduct S-Oke, but gets interrupted by Sakura who rushes in and bowls him over with her contrabass.
Saiko finds out that Chiaki is now Strezemann's student. Suganuma overhears and wonders why Saiko didn't already know, she asks her if they aren't close. Saiko congratulates her on landing the leading role in their production and wishes her luck in dieting. Nearby, Professor Eto is surprised when he hears Saiko's friend inform her that Chiaki is participating with the S-Oke underachievers, not the elite A-Oke.
Chiaki sees the members cringing when he starts shouting corrections, so he changes his tone and gets a better response. Last of all, he tells Sakura to practice before rehearsals.
The rest of the contrabass players are annoyed with Sakura. Iwai tells her that after coming in late, she lacked practice and their section was reprimanded for it. When she asks for notes on the bowing changes, he refuses to help her.
Nodame rushes up to Chiaki to give him a towel and lemons in honey. The boys are surprised that the lemons are left whole, not sliced. Then she professes her love for him at which point Masumi threatens her with death and they shuffle off grabbing each other by the face.
The rest of S-Oke's members come to consult with Chiaki. Ookouchi thinks that Chiaki is getting carried away, but even Hashimoto and Tamaki feel that their conductor is kinder and more approachable.
Nodame feels left out and leaves by herself. She finds Sakura crying in the street and takes her home. Sakura reveals that her family is poor so she has to work to pay for her tuition. As a result, she doesn't have a lot of time to practice. The girls look for food, but Nodame doesn't get her allowance for two more days and all she has is a rotten carrot.
Chiaki is irritated after getting barraged with phone calls from S-Oke members who are even seeking personal advice. Then his doorbell rings and he finds Sakura and Nodame begging for food. They are delighted with the dinner he serves them, though Nodame feels that Chiaki slacked off by using instant soup. While he chokes her, Sakura amazes them by slurping up the entire plate of pasta in one go.
Sakura tells them that her father's business isn't doing well and he's in a lot of debt. Her mother works part time, but it's not enough, so Sakura works to pay tuition and doesn't have time to practice her contrabass for the orchestra.
Chiaki tells her to quit her job if she wants to practice more, and if she can't pay her tuition, then she should drop out of school. If she doesn't want to improve, then she can just continue as she's doing now. Sakura insists that she wants to improve, but Chiaki points out that if she's crying here instead of practicing, then she's already hopeless. Sakura runs out and Nodame follows her. Sakura comes to the conclusion that she should probably quit school.
Mine runs out to practice on time without his father waking him up, proving (somewhat) that he's growing up. He goes to A-Oke's rehearsal with Masumi and finds Kiyora giving out notes and instructions. Afterwards she comes over and is glad to see that Masumi is still in school. She tells them that Strezemann isn't coming to A-Oke's practices either, so she is busy taking care of the orchestra. She assumes that S-Oke's concert master must be having a hard time as well. Masumi introduces her to the self-concious Mine.
S-Oke wonders where Strezemann is (Chiaki knows he's at a club somewhere) and remark that Sakura didn't come to practice either. Iwai doesn't care because Sakura is no good and is easily replaceable. Nodame runs in and tells Chiaki that it's his fault that Sakura didn't come to practice because she was shocked after he told her to quit school. Mine tells Chiaki that someone like him, always in the center of the crowd being depended upon, wouldn't understand Sakura's situation.
Eto interupts Strezemann's study of girly magazines to ask what he's planning, leaving the orchestras to mere students.
Nodame runs into Sakura at her convenience store job, eating expired bento. Sakura says that Chiaki is right, that not having time is not an excuse. She's just not good and S-Oke is better off without her.
Chiaki realizes that Strezemann hadn't given him the notes for the second movement. He finds him playing at a club, as usual. Strezemann asks him what he's doing there when the orchestra needs to be improving, and when one member isn't attending rehearsals. The hostesses go wild for Chiaki to Strezemann's dismay.
Nodame shows up at Chiaki's apartment, asking to use his bath because her gas is cut and she doesn't receive her allowance until the following day. On top of that, she's run out of shampoo. Chiaki tells her to use soap and stop relying on him for everything. Nodame says that someone like him wouldn't understand. Chopin and Beethoven became great after fully experiencing poverty, but Chiaki is ignorant about destitution. She wonders if he can really understand real music and Beethoven.
Chiaki's imagination conjures up Nodame as the little match girl (Hans Christian Anderson) and Nello from Dog of Flanders (Maria Louise Ramé).
As a result, Nodame gets her warm bath. While she's busy, Chiaki looks at Nodame's locket and sees that his photo is in it. He tries to break it with no luck.
Then Chiaki notices the contrabass book in Nodame's bag. It's marked through with notes, obviously written by someone serious about the subject. Nodame comes out and tells him that Sakura left the book in her room. Chiaki reflects that he's never had to worry about living expenses or tuition; never had to think about giving up music.
Nodame offers to lend Chiaki her manga featuring Kazuo. Chiaki yells at her and says she's poor because she spends money on these things.
Nodame goes with Chiaki to find Sakura's house. He explains that he's not going to apologize, he's just going to tell Sakura not to skip rehearsals because he doesn't want to be blamed for her dropping out. Mine and Masumi meet them and the four of them are stunned when they see how magnificent Sakura's residence is.
Inside the house, everything is covered with the red tags of debt. Saku (Sakura's father) serves them tap water and explains that due to the recession, his furniture importing business isn't going well. Chiaki asks him to tell Sakura to come to school. Saku wonders what instruments everyone plays, and when he finds out Mine plays the violin, he becomes very excited. He opens a secret door and leads them to a room full of rare violins.
Saku plays one of the violins and the screehing that ensues has everyone writhing in pain. Mine exclaims that the instruments aren't happy in his possession. Masumi suggests that he sell the violins to cover his debt. Saku, however, regards his collection as more important than his own life. Chiaki asks if it's even more important than his daughter who wants to study music.
Saku tells them that he doesn't like the contrabass, that he always wanted his daughter to play the violin. Sakura comes home and overhears the conversation. She comes in and tells her father that she loves the contrabass because it's a bigger, cooler instrument. (Her reasoning astounds everyone.) She wants to become a professional musician and join the Vienna Philharmonic Orchestra one day. Her father is impressed with her big dreams, and Chiaki thinks the dream is a bit too big considering her abilities.
A brighter, happier Sakura brings a deluxe lunch box from her mother in appreciation for Chiaki and Nodame's help. Her father sold his violins and his company rebounded. Apparently there had been a cursed violin in his collection.
Sakura is early for the next rehearsal and her playing is much improved since she was able to practice. Iwai's attitude completely changes and he offers Sakura the bowing notes from when she was absent.
Chiaki wonders if maybe Strezemann had been trying to convey to him that in an orchestra, there are many types of people in different situations.
Nodame asks Chiaki if he's going to be lonely since after everyone improves, he'll have to hand the orchestra over to Strezemann. Chiaki says he won't be lonely because everyone needs to do a lot more work.
Strezemann arrives and announces that he is withdrawing from S-Oke to concentrate on A-Oke. He says that S-Oke already has a conductor who is almost as good as he is. Chiaki asks him if he's holding a grudge because of what happened at the nightclub. Strezemann says that Chiaki trampled on his harem and he will never forgive him. Therefore, they will have a duel at the concert review.
Strezemann tells the students to do their best, and takes his leave. Kaoru (clarinet) says they've been discarded because they're no good. Other members vote to disband and Chiaki thinks it's for the best. Going up against A-Oke, they'll just embarass themselves. But Sakura expresses her desire to play. It's the first time she's been chosen to be in an orchestra, and the others can relate.
One by one, the rest of the members agree. Masumi and Mine get everyone fired up, and Chiaki's negative voice is drowned out in everyone's enthusiastic cheering. Mine declares that the "S" in S-Oke now stands for "Special" instead of "Strezemann". They vow to overthrow Strezemann at the concert review. Chiaki is horrified that he is now S-Oke's official conductor.
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