A cutely sleepy Utako talks to 20 Masks over tea during a flashback to how they met. She is heartbroken that her teacher doesn't take her love seriously. 20 Masks tries to comfort her by suggesting that she needs to find a new love. He didn't expect her to pick him!

This cel is from episode 11, shortly after this one of Akira. Interestingly, Utako's hair bow was originally painted yellow, and has been fixed with a correction layer.