Shark awakens in the hospital and looks out the window, seeing the Duel Tower with the Sphere Field atop it. He mutters Yuma's name. Vetrix tells Yuma he has to praise him for once, impressed that he evaded that attack. However, he adds that this is as far as Yuma will get. He asks if the "ZW -" card wasn't his trump card. With that defeated, he'll have no chance of winning. Yuma tells him he won't give up - not until he's delivered the feelings everyone has entrusted him with to Vetrix, at least. Vetrix draws and tells Yuma this is the end for him. He activates the effect that "Number 69: Heraldry Crest" stole from "Chaos Number 39: Utopia Ray", detaching an Overlay Unit to increase the ATK of "Heraldry Crest" by 500 and decrease the ATK of "Utopia Ray" by 1000. He asks Yuma to allow him to exterminate him using the effect of "Utopia Ray". Vetrix declares "Dark Matter Demolition" as "Heraldry Crest" attacks. It fires a beam into a portal, which exits the portal as a purple fireball. Yuma activates his face-down "Half Unbreak", encasing "Utopia Ray" in a bubble, preventing its destruction by battle and halving the Battle Damage. Yuma is pitched against the edge of the Sphere Field by the force of the attack, but survives with 50 Life Points. Tori yells Yuma's name, while Flip says he has only 50 Life Points left. Vetrix calls Yuma troublesome, with Yuma insisting it's not over yet. Vetrix derides him, saying that his persistence reminds of him of Kazuma - and that was an aspect of Kazuma that Vetrix considered to be truly annoying. Yuma angrily yells he won't allow Vetrix to insult his father. Astral urges him to calm down and reveals that he sees the winning formula. Vetrix asks Astral if he thinks they'll win just because "Heraldry Crest" is out of Overlay Units. He activates the effect of the "Heraldic Beast Twin-Headed Eagle" in his Graveyard, banishing it to attach two monsters from his Graveyard to "Heraldry Crest" as Overlay Units. Two spheres spring from a portal and begin to circle "Heraldry Crest". Vetrix says the time has come for them to give up, Sets a card and ends his turn. Bronk remarks it's now 3800 Life Points to 50 and Flip adds that Yuma is no match for that. Caswell wonders if Yuma will really lose and Tori mutters Yuma's name. Vetrix laughs, while Yuma says the situation has really gotten bad now. Appearing bent over in pain, Astral asks Yuma what's wrong, as Yuma's stomach growls. He says he's really hungry and Astral asks how he can think of something like that right now. He remembers Tori giving him some Duel rice. He digs it out and starts eating. Flip wonders what he's doing and Caswell asks if this means he's forfeiting the Duel. Cathy says he couldn't do something like that and Bronk adds that he's not given up yet. Tori urges him on. Vetrix laughs, not expecting that even someone like Yuma would eat during a Duel (This scene is cut from the dub). Since Yuma and Astral are fused, it's as if Astral is also eating the rice. It's an unfamiliar feeling for Astral, who says he can feel the fighting spirit bursting in his body. Astral comments that this must be what it feels like to be truly alive and says it's fun to stay with Yuma. Yuma tells him they must win, but Astral is still focused on food, saying he'd like to have three bowls of rice next time to feel more alive (in the dub, Astral says that Yuma has an appetite for enjoying life). Finally, he refocuses and tells Yuma he has the winning formula. Yuma and Astral speak in unison, Yuma's hand glowing with power. They tell all the light and power to gather on their right fist and illuminate the path towards hope once more. Yelling "Final Shining Draw!", they draw "ZW - Tornado Bringer". Yuma equips "Utopia Ray" with "Tornado Bringer", causing it to glow green with its new energy. Vetrix is taken aback, calling it "ZEXAL Weapon Twin Sword Style" (This scene is cut from the dub). The ATK of "Utopia Ray" increases by 1300, to 5000, shocking Vetrix. Yuma reveals that the equipped monster cannot be targeted by card effects that destroy cards, adding that the effect of "Zexal Weapon - Lightning Blade" will prevent Spell and Trap Cards on his field from being destroyed. Therefore, neither the Equip Cards nor "Utopia Ray" can be destroyed by card effects, making the destruction effect of "Heraldry Crest" useless. Yuma says that "Utopia Ray" in "Twin Sword Style" could be described as invincible. He orders "Utopia Ray" to attack with "Rising Sun Double Chaos Slash". The two "ZW -" monsters transform into their monsters forums and stand next to "Utopia Ray". Vetrix activates his face-down "Heraldry Burst", returning both "ZW -" cards to Yuma's hand. Thus, the ATK of "Utopia Ray" falls to its original value of 2500. Vetrix's hand glows with energy as he reveals that at the End Phase, "Heraldry Burst" will inflict 500 damage to Yuma for each card returned to his hand. Vetrix says that with their Battle Phase over, all they can do his end their turn - and lose. Yuma insists he won't give up, but Astral asks what he plans to do. Yuma has no plan, but Astral says he's still right for not giving up. Vetrix asks Astral what he'll do, who again says he already has the winning formula. Together, Yuma and Astral declare they are activating "ZEXAL Catapult". This lets them Special Summon a "ZW -" monster from their hand. They Special Summon "Lightning Blade" in Attack Position, who is launched from the catapult back to the field. Vetrix asks if they've forgotten the effect of "Heraldry Crest", which immediately negates the effects of "Lightning Blade" and allows "Heraldry Crest" to use them itself. Unphased, they declare they are activating the effect of the "Amarylease" in their Graveyard, banishing it to allow them to Tribute Summon once this turn with one less Tribute than would usually be required. They Summon "Tornado Bringer" with no Tributes, whose effects are drained by "Heraldry Crest". Bronk thinks they've failed - Yuma already had no chance of winning. Flip says it's over and Tori mutters Yuma's name again. Vetrix says they are just struggling futilely now. Astral points out that the Levels of "Lightning Blade" and "Tornado Bringer" are both 5. Yuma adds that the conditions are met and Vetrix realizes they plan to overlay the "ZW -" monsters. They overlay them to Xyz Summon "ZW - Leo Arms" in Attack Position. "Utopia Ray" attaches the armor of "Leo Arms" over its own armor, as Yuma reveals he can equip it to increase the ATK of "Utopia Ray" by 3000, adding that that effect cannot be negated. They chant "The raging impact from warrior's golden armor will shake the ground, the blitz of lightning, please inject the force of God-slayer to the warrior! Beast-Armor Fusion, Lion King Hope Ray!!! (This chant is cut from the dub)" Vetrix asks if they've forgotten their Battle Phase is already over. Yuma says that "Leo Arms" will let "Utopia Ray" attack in Main Phase 2. Vetrix insists that's impossible, with Yuma saying that this it the ultimate "ZW -" monster. Vetrix chides them, saying that as the weapons were overlaid, they lost their original effects. Therefore, the effect of "Heraldry Crest" can affect "Utopia Ray" again. Vetrix detaches an Overlay Unit and "Heraldry Crest" changes form again as it prepares to destroy any card on the field. He adds that the form that "Heraldry Crest" has taken on due to its effect is its true form. Vetrix targets "Utopia Ray" with "Shatter Stream". Yuma reveals the final effect of "Leo Arms" - once per turn, he can negate the effect of his opponent's monster and halve that monster's ATK. "Utopia Ray" cleaves the tail of "Heraldry Crest" off and its ATK falls to 1550. Vetrix again yells this is impossible and Yuma and Astral order "Utopia Ray" to attack with "Rising Sun Triple Chaos Slash". "Heraldry Crest" is destroyed in a massive explosion (during the explosion the "X" from the Yu-Gi-Oh! ZEXAL logo can be briefly seen) as Vetrix is pitched to the ground screaming, his Life Points falling from 3800 to 0. Tears in her eyes, Tori leaps to her feet and yells that Yuma did it. Bronk and Cathy both cheer as well, while Flip and Caswell say that "Zexalura" did a great job. Mr. Heartland mutters Yuma's name in astonishment. Realizing where he is, he announces the winner of the first World Duel Carnival as Yuma Tsukumo. Dr. Faker muses that Byron lost, but it didn't matter who won - he'll recover the "Numbers" here and now. Electricity pulses around the Sphere Field, hitting both players. "Numbers" fly from the chests of both Yuma and Vetrix and are absorbed into the Sphere Field's core. Vetrix's crest glows in his eye, but it vanishes as he screams in pain. Electricity spreads to the whole Duel Tower, which begins to crumble before an explosion wracks the base of it. The crowd streams from Duel Tower Stadium in a panic. Tori yells Yuma's name, while Shark exits the hospital as he sees the tower base explode, also saying Yuma's name. Faker laughs, saying that Byron's power is no threat after the "Numbers" are gone. Vetrix is pitched to the edge of the Sphere Field before the core begins to blow him towards it. Faker yells "Disappear, Byron!" Yuma flies towards Vetrix and grabs his hand, materializing "Zexal Weapon - Lightning Blade" in his other hand. Driving the blade through the edge of the Sphere Field, he enables both of them to hang on. Vetrix remembers Kazuma saving him in a similar fashion years ago. Yuma asks what on earth is going on. Vetrix tells him that the Sphere Field is dedicated to collect the "Numbers". Now every "Number" that appeared in the World Duel Carnival was gathered in the finals. Faker would not pass up that opportunity. Yuma asks if it was a trap then and Vetrix confirms it, saying Faker let them Duel here and waiting until the power of the "Numbers" expanded. The grip of the sword begins to break a bit. Vetrix urges Yuma to let go of him - the Sphere Field has classified him as an "unwanted object". If Yuma does not let go, both of them will fall. Yuma refuses and Vetrix is confused as to why he would save him. Yuma insists he's already explained it - anyone that Duels him is his friend. Yuma says he does not understand complicated things, but insists that Vetrix can gain friends and bonds through Dueling as well. Vetrix tells him he finally understands why Yuma wouldn't give up and calls Yuma's Dueling already beyond his own power of revenge. Still, Vetrix says he cannot live as Yuma and Kazuma do. Vetrix continues that he can't let Faker have his way and that he will release the souls he has captured. Blue light streams from Vetrix, which exits the Sphere Field and hits Heartland Tower. Kite and Hart awaken. Vetrix tells both Yuma and Astral "good-bye" before releasing his hand. As he falls towards the Sphere Field's core, Vetrix opens his other palm. Three orbs of light of three different colors sit in it - yellow, red and blue. Remembering his family, he vows never again to forget and asks for forgiveness. The three orbs fly off and Vetrix descends into the core. Yuma yells Vetrix's name and elsewhere, Quinton, Trey, and Quattro awaken. The Sphere Field flies off the Duel Tower and hits the top of Heartland Tower. Shark begins running towards it. Inside the Sphere Field, Faker finally appears, laughing. He tells Yuma and Astral it is time for the final cleaning - the elimination of the Astral World.

Since the announcement of the World Racing Grand Prix, crimes involving Duel Runners have been rising throughout the city. Jack and Carly do some investigating one night and while waiting, they then witness a gang steal a number of Duel Runners and attempt to make their getaway. Jack tries to stop them, but the gang members are not afraid and its leader, Syd, tries to shoot him. However, one of the gang members shields Jack, resulting in him crashing and the rest of the gang fleeing. Jack is also abruptly stopped and instead goes to where the gang member is. While trying to question him, Trudge appears shocked as he recognizes who the man is. Later at the hospital, Trudge reveals that the injured man was actually an undercover Sector Security officer investigating the thieves named Kaz. Thanks to Jack's interference, he is now in critical condition. After hearing all of this, Jack takes a card from Kaz's Deck and decides to go after the thieves himself. In Satellite, Jack meets an informant, Gus, who tells him where the thieves' base is. However, it turns out to be a trap, as Jack is assaulted by a number of thugs and ends up in the hospital himself after being hit in the head with an iron rod. His friends try to talk him out of it, but Jack states that finding these thieves is something that he has to do himself. Jack confronts the thieves once again and is again beaten for his trouble. This time, however, he manages to plant a tracking device on one of them and finds their base at the city docks as they plan on leaving. There, he confronts Syd and tells them that Security is on their way and that they cannot escape. Syd admits defeat and suggests that the two have a Duel while they wait for Security to come. Syd reveals a special set up for their Duel: Each participant is chained to a conveyor belt and as each player loses Life Points, the conveyor belt moves backwards and upon defeat, they are dropped into a trash compactor. Syd gets off to an early lead thanks to his the piercing effect of "Assault Wheel", while Jack summons "Vice Dragon", "Archfiend Interceptor" and "Multiple Piece Golem". However, Syd activates "Nightmare Wheel" to neutralize "Multiple Piece Golem" while inflicting burn damage and then he activates "Plunder Decoy" to force "Vice Dragon" to destroy "Archfiend Interceptor". Syd then reveals that their base has actually set sail, as it is really a disguised tanker ship and that Security won't make it after all. He then Synchro Summons "Combat Wheel" and brings Jack to the edge of his conveyor belt. However, Jack manages to Synchro Summon the monster card that he borrowed from Kaz, "Chaos King Archfiend" and thanks to its effect, it is able to destroy "Combat Wheel" and drain Syd's Life Points to 0. Jack saves Syd from being crushed in the compactor and then knocks him out with a single punch to the face. By the time Security finally arrives, Jack has already taken out the entire gang. Back at the hospital, Jack returns "Chaos King Archfiend" to the recovering Kaz and thanks him for his efforts. The two then agree to one day have a Turbo Duel together.

After entering the portal from last episode, the group find themselves on a floating island above the clouds. After a little banter, Joey asks how they get off and Téa assumes that they just need to pass the test. Yugi collapses from the strain of using the armor in the previous trial. Tristan says that he needs a doctor, but Solomon reminds them that they have better than that and take Yugi to a cave to be healed by Happy Lover. Afterwards Yugi states that he feels like a new man, but Téa insists that he sit this trial out. Yugi protests and tries to get up, but he collapses, completely out of energy. Tristan says that poor Yugi is sleeping like a baby. They make Yugi a make-shift bed with a rolled-up towel under his head Solomon's vest acting as a blanket. Solomon believes that the armor takes more of a toll on Yugi than they know of. Joey thinks it's time to pay Yugi back for saving them in the last trial by completing this one while Yugi rests. A bright light suddenly shines from the entrance, leaving behind another scroll. Joey gives it to Solomon to translate it. It says: "Once a day the unbreakable stone appears in the Valley of Light. To achieve the impossible, fight with a power that's greater than physical might." Solomon feels that it'll be quite a challenge, but Joey says that it'll be fine. Téa wishes to stay with Yugi, so the three guys walk off and Tea re-enters the cave and we see Yugi asleep. Joey thinks there's someone down in the giant crack, despite it only being the echo of his call. Tristan corrects him, but Joey is adamant. Solomon thinks they should find a way down. The three scale along the cliff edge, eventually making it to the bottom. Joey and Tristan think that maybe Solomon read the scroll wrong as it's very dark at the bottom. Solomon says that it's the only valley for miles. Just then, the sun rises over the valley, lighting it up. Solomon explains how it all makes sense. Tristan then asks where this unbreakable stone is, and Joey points to a large monolith. Joey asks what they're meant to do. Solomon states that the ancient text read that this was an unbreakable stone, so the trial is to break it. Tristan wants a hammer and chisel, but Joey suggests using their monsters instead. Tristan summons forth Thunder Kid and attacks the Monolith. Despite the strength of the bolt of lightning, there's not even a scratch on it. Joey hears a sound and feels there's more to the trial than just the monolith. The group turns and looks up to the cliff edge to see a strange ball of glowing light, from which appears a Prisman. They all think the monster is pretty small, so Joey summons forth Flame Swordsman. Both he and Thunder Kid attack, knocking Prisman far away, but yet undamaged... Joey orders Flame Swordsman to attack again, but ends up running out and standing between the two monsters. Prisman grabs Joey, but Joey knocks him back down with a punch to the face. Joey and Tristan start arguing over who gets to beat up the little guy. Solomon, angrily, tells them to stop fighting as they're on the same side. Both call for an attack, but as they do, the sun shines brightly overhead. Prisman raises its arms, glowing with a rainbow-colored aura before firing a massive beam of light at the gang's monsters. Solomon explains that, because of what Prisman is, he's able to focus the sun's light into a massive energy beam and because they're above the clouds, the sun is stronger than ever. As the gang hides and tries to think of a plan, Prisman's attacks destroy the rocks they're hiding behind. Solomon is hurt and as Prisman powers up an attack, Tristan sends in Thunder Kid to help, tackling Prisman and making him fire up at the cliff edge instead. Joey tells Tristan to work on breaking the rock while he deals with the glassy foe, narrowly avoiding a beam to the face. Tristan doesn't like the plan, but avoids a blast directed at him, the beam hitting the monolith instead. Tristan feels he's lucky to be alive but realizes that the beam made a hole in the stone. Acting on this, he tells Thunder Kid to follow his lead. Joey and Solomon are running for their lives as they're being constantly shot at. Tristan shouts an insult to Prisman, goading the crystal terror to attack him and Thunder Kid instead. Prisman takes a shot that Tristan and Thunder Kid sidestep away from. Both make a face at him, only to sidestep his shot again. Joey doesn't think much of what they're doing, but they continue to insult Prisman, who starts rapidly firing at them. Meanwhile, Yami is running from the mysterious shadowed being again. He meets up with Dark Magician, fusing with him, but as he turns to face the new foe, the armor cracks and disappears. Yugi awakes with a start, realizing it was only a dream. Téa is wetting a cloth when she notices the boys left the scroll behind. She starts as Yugi asks what it was they left behind. Yugi asks where everyone is and Téa explains to him how they went off and gives Yugi the scroll, hoping he can read it. He can't, but switches to Yami so he can read it. Yugi appears in spirit to Yami, asking what it means. Yami says that it's only half the riddle as the riddle should say something about shadow as well, but it only talks about light. Not knowing of where to find the rest of the riddle, Téa asks if they can look for it in the shade. Yami suddenly realizes about the riddle, and they go inside as Téa asks how she solved it. Yami says it's because she suggested to read it in the shade, the act of which shows the second half of the riddle. Yami reads it to himself, saying how the others are in trouble... Prisman manages to hit Thunder Kid in the shoulder, so Tristan also feels the pain. Joey wants to come help, but Tristan tells him to trust what he's doing, although tells Joey to pull down on his right eye. Joey does so, only to have Tristan tell him that he's officially a distraction. Joey bounces around as he's shot at by an angry Prisman. Tristan tells Thunder Kid to attack the now greatly widened hole in the monolith, cracks shooting all over the monolith, shattering it to pieces, causing Prisman to stare in shock. Joey congratulates Tristan on breaking the rock, making Tristan start to gloat, but Joey shoots him down with a well-timed insult. In the background, Prisman is flailing about. Picking up a large piece of the monolith, Joey, Tristan and Thunder Kid run at Prisman using a monolith piece as a shield to get close enough for Flame Swordsman to swoop in and destroy it. As they rejoice, the base of the monolith cracks and breaks apart, a shadow standing in the dust emerges from the rubble. Yami and Téa are scaling the cliffside as Yami explains how the second part of the riddle says that once the creature of light is destroyed, a new and more dangerous monster is born. They need to find the others first, but it's too late as they arrive just as the creature of shadows appears. It turns out the creature of shadows is a Skull Guardian, leaping toward the others and slashing at them, its sword-arms hitting the ground as they manage to avoid the attack. Flame Swordsman rushes in to attack, only to have it be parried. Thunder Kid fires a bolt of lightning but also gets blocked. Skull Guardian throws out waves of dark energy that knock the two monsters away, hurting Joey and Tristan. Solomon tells them to fall back as Skull Guardian slams its swords on the ground. A wave of energy is released that follows close behind the gang as they run away. Yami summons forth Dark Magician, fusing with him. Charging in for an attack, Yami blocks the counter strike with his capsule launcher and uses a dark magic attack to knock Skull Guardian away. As the being falls to the ground, a light glows where the monolith once stood. Joey calls for an attack with Flame Swordsman, but Yami blocks that too. Joey asks what he was doing as they have to defeat this creature to clear the level, however Yami disagrees. Téa notices a box in the light from the monolith as Yami leaves his fused form. Yami says that they already passed the trial and that the rest of the riddle explained it all. The others say that they read the whole thing, but Yami explains about reading the scroll in both light and the shade. The second part said: "When light is extinguished, the true test begins for a creature of darkness it brings. But only the righteous and peaceful shall pass and receive the endowment of wings." Yami opens the chest to reveal many pairs of white-feathered wings. As Yami finishes explaining, the masked figure from Yami's vision from the last episode appears to them, explaining that this test was a test of their character. If they'd have continued their attack, they'd have failed. The masked man doesn't say his name but assured them he's a friend. He states that he oversees the trials and congratulates them for completing the second one but warns them that the next three are much harder. As the figure goes to leave, Yami asks what will happen if they fail or win over the trials. To fail means to be stuck in this world until the next warriors arrive. To win will prove Yami is a true king and the power they deserve will be theirs. Yami protests that he doesn't want any power, but the masked figure says there are those who do and Yami must claim it, lest those with evil intentions get to it first. The gang all has the Icarus-style wings on, and they decide to fly for the door that's floating in the sky. Téa is concerned for Yugi, but he reassures her that he's never felt better. Solomon wishes he had half the gusto Yugi has. Tristan apologizes to Yugi for them having to rely on him again. Joey disagrees, saying that it was a group effort, reminding Tristan about all the ideas he came up with. The gang leaps off the edge of the island, flying towards the door. Alex, still waiting on the steps, smiles darkly, saying that it's only a matter of time before the greatest power in the world is his...

With phoned-in assistance, Mokuba manages to stabilize the plane and contact KaibaCorp to come to help. But the vision of the KaibaCorp choppers and planes enrages Alister, convincing him that Kaiba really is exactly like his step-father. The "Seal" breaks the plane's windows and damages the autopilot controls again. Alister empties Kaiba's field and hand and then Summons his ace monster, "Air Fortress Ziggurat", a monster based on the Dyna Dude action figure that Alister keeps as a memento of his brother. Despite the odds, Kaiba is able to bring out "Blue-Eyes White Dragon" and counterattack with "Tyrant Wing". Kaiba claims that if he'd been in Alister's place, he'd definitely have done the impossible to save his brother. Alister, confident of his victory and the demise of all three of them, ends his turn early. Kaiba draws "The Fang of Critias" and fuses it with "Tyrant Wing" into "Tyrant Burst Dragon". Then he uses it to power up his "Blue-Eyes" into the "Blue-Eyes Tyrant Dragon" form to win the Duel with seconds to spare, and "The Seal of Orichalcos" claims Alister's soul. Moments before falling, he smiles after a look at Mokuba, seeing instead the brother that he protected so long ago. Kaiba rushes to the controls after the Duel. His determination to save his brother calls the the Legendary Dragon in his deck and the three Legendary Dragons appear to help safely land the plane. Yami Yugi and Téa encounter Joey and Tristan, all four having witnessed the plane spectacle and rushed to the scene. The plane manages to land in one piece and Kaiba disembarks, surprised to meet Yami Yugi in a such a place. He declares that they might be "useful" for his purposes, after hearing from Roland, who lands with one of the choppers with bad news for Kaiba: Doma has bought the whole of the company and taken it over. Meanwhile, a computer reports to Dartz that the takeover has been completed.

A flashback, two years prior to 5D's current events shows Yusei dueling Jack. Jack mocks Yusei for thinking that he can defeat the King. Yusei reacts by recklessly attacking Jack's "Mad Archfiend" with "Junk Warrior", only to fall into Jack's trap, "Shadow Spell". Jack then attacks "Junk Warrior", defeating Yusei in the process. Yusei falls to the floor and punches it out of anger. Blitz, Tank, Nervin and Rally are shocked that he lost. Jack then approaches Yusei and tells him that he can't win with monsters alone. Back to the normal timeline, Jack is shown observing Satellite through the window in his penthouse, he then looks at the "Stardust Dragon" card in his hand. Rex Goodwin arrives and questions Jack on why he's thinking about the past to which Jack launches the card into his deck, with it perfectly wedging in the center, surprising Goodwin. Jack explains the humiliations he felt having lived in such a place and suggests it should be wiped off of the face of the earth. But Goodwin states that without Satellite, New Domino City wouldn't prosper as the civilians of Satellite recycle the trash sent from New Domino. He then states that he believes that Jack being from Satellite was a test from God. Meanwhile, back in Satellite in an abandoned and destroyed subway, Rally times Yusei on his Duel Runner. Rally excitedly screams that Yusei has beat his best time and that breaking through the pipeline should be extremely easy for him. Yusei asks him to test him again before speeding down the tunnel again. At the same time, Blitz, Tank and Nervin have just finished working in a recycling plant are are exiting, carrying several boxes full of trash. Seeing this, Lenny sticks his leg out, tripping Tank over in the process. Seeing this, Blitz and Nervin drop their boxes to assist Tank as he was injured in the process. Lenny jokes about how it was an accident as his legs are so long and mocks the three from being from Satellite, to which his goons Lug and Larry laugh at. Blitz sarcastically replies about how Lenny has a Criminal mark which angers him and as a response he grabs Blitz by his shirt collar and punches him. The three are then shown back at Yusei's hideout bruised and being tended to by Rally. Blitz is angered by the fact that even though he's been banished to Satellite, he still mocks Satellite-borns for being such. He then questions Yusei about the officer he dueled and that any self respecting Duelist ought to uphold the outcome of a match, to which Yusei said "I wouldn't call him a Duelist! But for a dog of the establishment, it seems he can accept his losses." Trudge is then shown receiving his "Special Pursuit Deck" from a Security chief who informs Trudge that he should put his job before dueling and that he can use that deck to capture Yusei. Trudge thanks him and asks a Security clerk to inform him when Yusei's Duel Runner shows up again. While working on his Duel Runner, Yusei discusses his plan of sneaking into New Domino City to reclaim his "Stardust Dragon" and Duel Runner that Jack stole. His friends reminisce about the first time they saw a Turbo Duel and because of it, Yusei was inspired to build his own Duel Runner. They then remember the first time Yusei Synchro Summoned his "Stardust Dragon" and discuss whether or not Jack was plotting all of that time against the three of them. Yusei then states that his Duel Runner has past all expectations and ran through the escape simulation perfectly. Just then, Lenny, Larry and Lug arrive and insult the group, stating that people from Satellite shouldn't own such luxuries. Lenny then suggests that Yusei give him the Duel Runner if he doesn't want his friends to be beaten up again. Yusei then proposes a duel to which Lenny agrees to. Yusei takes his Turbo Deck out of his Deck holder and swaps it with his Ground Deck from a deck box on his belt. He then detaches his Duel Disk from his hybrid Duel Runner which Lenny compliments him on. His friends protest, but Yusei ignores them. The group then walk further down the subway and begin their duel. Lenny begins his turn by Normal Summoning "Chainsaw Insect" in Attack Position. Yusei's friends are shocked at how powerful it is for a Level 4 monster. Lenny then continues by activating "Retribution of the Ant Lion", explaining how if their monsters are destroyed, they'll take 800 damage. Yusei's friends wonder on Lenny's strategy which he replies that he uses a "Power Insect Deck". Yusei begins his turn by Normal Summoning "Shield Warrior" in Defense Position and setting 1 card. Lenny mocks Yusei for his defensive tactics then Normal Summons "Pinch Hopper" and activating "Insect Costume", adding "Doom Dozer" from his deck to his hand, destroying "Pinch Hopper" in the process. This triggers "Retribution of the Ant Lion", inflicting 800 damage to Lenny. This shocks him as he doesn't know what inflicted the damage to him. Blitz replies that it was due to the effect of his own card. Lenny continues on by using the effect of "Pinch Hopper" to Special Summon "Metal Armored Bug" from his hand. Nervin comments that the monster is huge. Lenny states that it isn't all he has in store for Yusei. He removes from play "Insect Knight" and "Pinch Hopper" from his Graveyard to Special Summon "Doom Dozer" from his hand. He begins his assault by attacking "Shield Warrior" with "Chainsaw Insect", but Yusei activates his set "Scrap-Iron Scarecrow" to negate the attack, shocking Lenny. It then sets itself back on Yusei's field. Lenny continues by destroying "Shield Warrior" with "Metal Armored Bug" with "Retribution of the Ant Lion" inflicting 800 damage. He finally assaults Yusei directly with "Doom Dozer", dropping his LP to 400. He then mocks Yusei as he can't stand up to his "Power Insect Deck". Yusei calmly begins his turn, Normal Summoning "Speed Warrior" in Attack Position. He then activates "Double Summon", additionally Normal Summoning "Junk Synchron", also in Attack Position. Yusei's friends cheer as they know what Yusei is planning. Yusei then tunes "Junk Synchron" with "Speed Warrior" to Synchro Summon "Junk Warrior". This shocks Lenny as someone from Satellite owns a Synchro Monster, but his friends cheer him on regardless. Yusei then equips "Junk Warrior" with "Fighting Spirit", increasing its ATK by 300 per monster on Lenny's field; therefore it goes up to 3200 ATK. Yusei then activates "Domino Effect" and attacks "Chainsaw Insect". He then chains the effect of "Domino Effect", sending his set "Scrap-Iron Scarecrow" and "Fighting Spirit" to the Graveyard to cause "Chainsaw Insect" to topple over into "Doom Dozer" which then falls onto "Metal Armored Bug", destroying all of Lenny's monsters in the process. This chains the ability of "Retribution of the Ant Lion", decreasing Lenny's LP to 0. Yusei then walks over to Lenny, and tells him about the lesson that Jack taught him how duels can only be won by utilizing all types of cards with one another. Lenny compliments Yusei's dueling abilities and tells him that the next time they duel, he won't be so lucky. Jack is then shown racing around a duel track. He suddenly stops and looks up at the sky. Rex walks over and wonders what Jack is up to. Jack tells him that the moon is clear, just like the night when he escaped from Satellite to New Domino City. Yusei is also shown observing the moon through a crevasse in the road above.

One night, Jack Atlas is suddenly arrested by Sector Security in relation to a series of incidents, which involve a man who looks like Jack, riding a Duel Runner that looks like the Phoenix Whirlwind. Jack pleads that he's innocent, while Yusei and the others are puzzled. While Jack is in prison, a small machine crawls to the lock on his cell and explodes, freeing Jack. He immediately fetches his Duel Runner so he can hunt down and expose the imposter. When they meet, the other Jack speaks as Jack did in his days as the King, boasting that he is the true Jack and that the other has lost his strength. They duel, and Jack draws "Trust Guardian", a card he had drawn but not used in a practice run with Crow and Yusei. Crow had scolded him, saying the card was part of their team strategy, but Jack had insisted that he need not limit himself to such things. In the same way, Jack does not use "Trust Guardian" but goes for a more destructive strategy instead. The enemy, unfazed and disappointed, goes on to summon a copy of "Red Dragon Archfiend", wiping out all of Jack's Life Points in one turn. Jack is sent flying from the highway, devastated at such a manner of defeat. Yusei and Crow show up, only to find Imposter Jack riding away and leaving behind shards of broken glass.

Episode starts with Yugi running along the beach As he's running, Yugi is talking to Yami about the giant lightning bolt they saw. As they see Tristan and Tea, Solomon says hi and asks if anyone has a headband, only to have Yugi jump into the old man's arms. The group is telling Solomon about all that's happened so far, saying how Joey is there too, but they couldn't find him. Tristan blames their being there on him. Scene change to Joey flying on Baby Dragon Complaining he's hungry, Joey notices a campfire and moves in for a closer look. Noticing his friends, he calls to them but falls off Baby Dragon. Tea reassures Yugi that Joey will be alright, Tristan agreeing. Tea says that Joey will probably be dropping in any moment... only to have him fall in front of her, stopping and hanging upside-down in front of her, causing her to scream in his face. Yugi thinks that's weird. The screen flicks to showing that it was Baby Dragon who caught Joey. Joey starts wolfing down something that looks like bread, Tristan complaining (Sarcastically) how attractive the scene is. Tea thinks they should start looking for a way out of the world and Tristan thinks Joey should be the one to guide them since it's his fault they're there in the first place. Yugi switches places with Yami. Yami believes that even though entering this world was simple, it'll be harder to leave. Since they're trapped in the game, the only way out is to win. Joey then reveals the map he found. As they look over the map, Tea notices the flowers getting closer. Joey thinks differently, but they realize the flowers really are getting closer till they're surrounded. Eyes start to light up in the bushes. Joey picks up a log from the fire and throws it into the crowd, revealing that these are a pack of Flower Wolf. As the wolves get closer, Yami decides to "play the game". He summons Celtic Guardian, Joey summons Baby Dragon and Tristan summons Thunder Kid. Solomon goes to summon Summoned Skull, but notices his capsule is silver, rather than the usual gold. He thinks that higher level monsters take longer to "recharge". Joey doesn't think the wolves can't be tough. As the wolves attack , so does the gang, taking a few down. Being severely outnumbered, the wolves quickly start to attack, causing pain to all 3 players. Solomon tries to hold the wolves back with a flaming stick. Yami comes up with a plan to blind the wolves to make their escape. He orders Celtic Guardian to throw his sword in the air and gets Tristan to have Thunder Kid shoot lightning at it. The resulting flash allows them to escape, leaving their backpacks behind. Téa says she'll now know what to do if she comes up against a garden of man-eating wolves growing in it. Joey realizes they just won a fight, so he and Tristan do a "Victory Dance". Tea wonders what that was about, and the 2 explain. Solomon reminisces about being young, while Yami explains how he's worried about the rest of the gang not realizing how much danger they're in now they're a part of the game. Joey and Tristan collapse after their little dance. As everyone else rushes over, their stomachs growl. They need food. Tea is sarcastic about it all. Solomon tells them they can last weeks without food, much to the dismay and anger of the two boys. The two run off, straight into a tree branch. Joey and Tristan state that if they find food, they're not going to share. Téa agrees with that policy and gets a bag of chips from Solomon's bag. Tristan and Joey are very upset how they weren't told, to which Solomon just replies that they never asked nicely. Yugi hears a rumbling noise, but as they look around, no one can guess what it is or where it's coming from. Joey points out that the mountains around them are moving. Yugi realizes it's THEM that's moving and they all rush to the edge of a cliff (Tristan and Joey nearly falling off). A giant turtle head appears out of the water in front of them and they realize they're on the back of an Island Turtle. Despite Tristan and Joey acting tough, Yugi says that Island Turtles are pretty docile. The two fools go off on another Victory Dance. Téa's dismay at her lack of female friends shows through just as the Island Turtle starts to dive. They all dive in the water just outside of a temple ruin. Téa is reluctant to enter, but the doors open by themselves and after a moment's wondering, Yugi switches with Yami again, who leads them inside. As they enter, the doors close behind them. Inside is an Ancient Lamp, out of which La Jinn the Mystical Genie of the Lamp appears. Solomon states that none of their monsters are powerful enough to take out La Jinn. Yami tells everyone to stand back as he'll take care of the problem. Yugi speaks to him and he tells Yugi that he feels the whole situation is his fault. Despite everyone's worries, Yami carries on forward, walking towards La Jinn. He summons forth the Celtic Guardian. La Jinn laughs and lets out a battle cry as Celtic Guardian rushes forward. A battle commences between the two. As Celtic Guardian slices a down thrust, La Jinn catches the sword, flinging the Celt to the floor, harming Yami in the process. Yami orders his monster to attack again, only to be flung away again. Joey and Tristan want to help, but Yami tells them to stay back. La Jinn goes to attack Yami directly, who barley gets out of the way of a thunderous punch. The doors swing open as they place begins to flood, the water freezing around Tea and Solomon, freezing them solid. A huge spout of water appears through the ice, freezing into a pillar and shattering to reveal Neo Aqua Madoor. Firing off an icy barrage at the group, La Jinn swipes at them again. Yami tells the others to get out while they can, saying he doesn't want to see them hurt, only to have Joey turn the argument on him, saying they don't want to see him hurt and stop being a hero. They summon Baby Dragon and Thunder Kid, saying they'll take on Neo Aqua Madoor while Yami takes on La Jinn. All 3 attack. Neo Aqua Madoor fires off another barrage, holding Thunder Kid and Baby Dragon back as La Jinn pushes Celt away, shooting a blast of fire from his mouth. After a bit of dismay, Yami realizes they're against Fire and Ice. He tells the other 2 to be ready to get out of the way. As they get ready, Neo Aqua Madoor fires a barrage of ice as La Jinn breathes fire again, the gang diving out of the way in time for the 2 attacks to hit the opposing monster, destroying both opponents at once. They all rejoice as the ice dissipates from around Solomon and Téa. Yami switches back to Yugi just before a giant stone block pushes up from the ground revealing Egyptian hieroglyphs. They go and investigate. Joey "suggests" that Solomon reads it. Before the shadows blanket the land, go to the Fortress of Fear. Locate the place where the Spirit sleeps, and the pathway you seek will appear. As they wonder what the riddle means, Joey remembers the house on the map, thinking that's the Fortress of Fear. Yugi tells them that they've come way too far to be doubting themselves now as they're dismayed at how far the building looks from where they are before leading them off.

Kaiba and Joey continue with their Duel, while Tristan and Duke give Joey their support; they start wondering why both Yugi and Téa aren't back yet. Meanwhile on top of the Duel Tower while Téa is still passed out from Marik's mind control, Ishizu tells Yami Yugi that her brother is growing weak and he will until he is no more and tells him that he can destroy the evil within Marik's dark side by defeating him in his next Duel but if Yugi loses it would be the end of everything. Just then Téa finally regains consciousness and awakes, Yugi immediately notice and rushes over to her Téa had no idea why she was up at the tower, with the last thing she remembers was watching Joey's Duel with Kaiba. During the Duel, Kaiba eventually managed to defeat Joey. Kaiba, having nothing that matters to him anymore decides to leave the island and detonate it, though Ishizu tries to convince him to watch the final Duel as well as help Yugi beat Yami Marik. Kaiba refuses to do anything as the only point of his tournament was so that could be the #1 Duelist again, but because of his loss against Yugi, that's no longer possible, so his only option now is destroying the island. Mokuba, after remembering what Yugi and Joey said about his brother in their Duels against him, states to Seto that destroying the island won't do any good for anyone, including themselves. Due to this and remembering on how his brother was in the past compared to now, Mokuba reveals that he really wants to see his brother as he used to be. Instead of causing more damage, Kaiba should try and help Yugi beat Yami Marik since Kaiba did figure out a way to beat "The Winged Dragon of Ra" and was planning on using it against Yami Marik before he lost. Kaiba is left conflicted, but he ultimately decides to do so. As the final Duel begins, Kaiba gives Yami Yugi the card he planned to use to defeat Yami Marik.

Jack and Dragan start off the duel with plans to settle things between them once and for all. To their shock, their hand is the extact same as it was during their first duel as well as the order of their deck. Both speculate that fate wants them to have a true rematch, thus enabling them to truly settle things between them.

As the episode starts, Yami is calling out for the rest of the gang, trying in vain to warn them how dangerous this new world they've arrived in is. Hearing growling noises, he looks around when he's suddenly attacked by a Trent. As he hops around, avoiding blows, the strange armlet he's wearing pops open. Realizing what it's for, he places the capsule that he gained in the previous episode in and fires it, summoning Celtic Guardian to defend him. Telling his captor to let him go, Joey suddenly realizes how high they're flying and asks not to be dropped. Still, the Kurama drops him into a nest full of 3 chicks, who proceed to attack him. Falling backwards out of the nest, he lands in yet another nest with (5) chicks in it. Jumping out, he manages to land in yet another nest with even more. Jumping out again, he mumbles how he can't wait to see who's on the next cliff, only to realize there ISN'T another cliff. Scrambling in vain to fly, he lands (rather painfully looking) on a tree branch. Looking up, he notices one of those capsule shaped rocks that rolls down and hits him square in the face. Grabbing hold of it as they fall, it explodes in a flash of light, summoning forth Baby Dragon to help him in his plight. Looking over Thunder Kid and Happy Lover, Téa and Tristan are talking about how their new monster friends hatched out of the capsule rocks. A flashback occurs, showing how Téa and Tristan both touched the rocks as they were running from the Gokibore. Tristan assumes the hatched monsters are friendly and that they're safe, while Téa wonders what happened to Yugi, Joey and Solomon. Thunder Kid and Happy Lover suddenly start to get agitated just as Téa notices sounds coming from behind them. Tristan thinks there's no point in panicking, moments before a giant Root Water appears from the sea. Huddled against a cliff, Tristan asks Téa if it's her fault this new beast appeared, but she denies it and notices that Happy Lover and Thunder Kid are standing in front, protecting the 2 of them. Tristan realizes why the Gokibore didn't follow, pointing out that they also have nowhere to run to this time. Realizing there no escape either way, they choose to fight the Root Water. Thanking Baby Dragon for saving his life, they realize they're being chased by a flock of Kurama. Turning in mid-air, the duo decide to attack the Kurama flock head on. Realizing there's more than they thought, Joey decides to teach Baby Dragon in his form of combat. "If you can't beat 'em... run for your life!". After a direct blow from Celtic Guardian, Yugi appears in spirit form to Yami and asks what the problem is, since in Duel Monsters, Celtic Guardian has way more attack points (which is a lie... Trent has 100 ATK MORE than Celtic Guardian). Yami sees that his Celt's attacks are having no affect at all. Yugi makes a casual observation, thinking that the Trent has super-powers. Then Yami realizes that maybe it gets some kind of field advantage for being in the forest. They realize that the game of Capsule Monsters uses the same principles and that this world based on the game. Yami thinks that maybe it was the other way round. Trent continues its assault on the Celtic Guardian and makes a blow against it, knocking him to one knee. Yami feels the pain from this and also drops to one knee. Knowing that he gets hurt when his monsters are attacked, Yami feels that the whole world they're in is just one big Shadow Game. As the Kurama are catching up, Joey tells Baby Dragon to fly into a small ravine in the clifftop. Flying through the cliff, Joey looks for some way to evade the beasts. Flying through a narrow tunnel, they manage to get away through a small hole the Kurama can't fit through. Yugi asks what they're going to do now, before Celt is destroyed. Yami wonders what'll happen if they lose as they're in a Shadow Game. Suddenly, all the trees in the forest start to change into Trents. Yugi states that this must be Trent's special ability. Celt tries hard to protect Yami, who realizes there are too many to defend against. Celtic Guardian and Yami are both captured by the Trents. Yugi spots another capsule stone sitting against the roots of an unchanged tree. Yami can't reach for it, and Yugi says that the Celtic Guardian can help, who then throws his sword, cutting the limb holding Yami and allowing him to reach the stone. Yami touches the stone, summoning forth a Hinotama Soul. Yami makes a cliché quip as the Trents start to back off. He then orders the Hinotama Soul to attack (which it does), piercing 3 of the Trents and setting the rest aflame. Yami makes another cliché quip, and then explains how fire always beats wood. The scene fade-changes to a burnt out forest floor, Yugi (now back in his body rather than Yami), sighs and assumes they're safe for now and wonders how the others are doing, hoping they know they're not in India any more. Joey still thinks they're in India. He's sitting behind the waterfall and complains that he's lost and his trip is a pain in the butt, but cheers up when he finds a treasure chest sitting on a rock. Thinking he's rich, he sticks his arms in the air, Baby Dragon just looking at him cluelessly. Joey starts to dance, telling himself he'll be richer than Kaiba. He then claims he'll get to be a spoiled brat. The suspense killing him, and Baby Dragon's lack of an answer as to what might be in there leaving him at a blank, Joey decides to open it. It starts to open itself, a bright light shining inside it. An ancient looking scroll comes out of it and wrapping itself around Joey and tying him up. Calling for it to save him, Baby Dragon blasts Joey with its fiery breath. Joey runs to stand in the water as a smaller scroll (that turns out to be a map of the world they're in) appears. Thunder Kid shoots off an array of lightning bolts at the beast, only to have a massive wave of water block the attack. A hole opens in the wave and Root Water blasts a ball of water at Thunder Kid throwing him into the cliff and hurting Tristan as well. Tristan realizes that they feel the pain as much as their monsters do. Powering up another attack, Root Water keeps firing at Thunder Kid, making Tristan keel over in pain. Tea builds up the courage to help out, but Happy Lover is reluctant to attack. Tristan wishes he'd payed more attention to Yugi so he could work out some strategy to defeat the monster. A flashback occurs, showing Yugi explaining to Tea how the game works. He also explains that Happy Lover has the ability to heal friendly monsters. Back in reality, Tea orders Happy Lover to heal Thunder Kid. Tristan gets up and starts dancing because he feels so good, only to have Téa get angry at him for his poor timing. Tristan orders Thunder Kid to attack again. As Thunder Kid is hit by an attack, Tristan runs over and uses him as a volleyball, flinging him high into the air so they counter with a blast of electricity while Root Water is blinded by the sunlight. Tea rejoices as Tristan catches Thunder Kid. As the smoke clears, Root Water appears to be cracking, evolving him into a stronger form, the High Tide Gyojin. Tristan gets over-confident, saying Thunder Kid can take it on, only to turn back and see Thunder Kid and Happy Lover hiding behind a small rock. as High Tide Gyojin powers up an attack, sucking the gang and their monsters into a giant watery tornado, a mysterious person appears on-scene and calls for a Summoned Skull to attack with Lightning Strike, destroying High Tide Gyojin in the process. It's Solomon!

As Mai loses more memories under Marik’s relentless assault, she loses confidence in her dueling abilities. Will Yugi and friends’ never-ending support bring her back to victory, or will her shattered mind be trapped in the Shadow Realm for eternity?

It’s the first duel of the Battle City finals as Yugi squares off against the evil spirit of the Millennium Ring who possessed Bakura. Yugi quickly disposes of Bakura’s grotesque ghouls, but Bakura has a sinister strategy straight from the graveyard.

After Marik's attempt to defeat Yugi and the Pharaoh by using his Millennium Rod to control his friends backfired, he sets his sights on defeating the Pharaoh at the Battle City Finals. Within Bakura's mind, Marik convinces Yami Bakura to also enter the Battle City Finals. Yami Bakura takes over his vessel, the good Bakura's body, steals a Duel Disk and Locator Card from a random duelist and heads to a graveyard, following a rumor there are Duels being held there. Because Yami Bakura disliked the deck that the random duelist had and threw the cards back to him, it is unknown how he got his ghostly deck, although stealing it from another random duelist is the main possibility. There is also the possibility that when Yami Bakura and Marik first met and made their deal, Yami Bakura created a deck before injuring himself and kept it in his pocket, since Marik asked him how good his Dueling skills were while making their deal. He finds Bonz, Sid and Zygor dressed in Halloween costumes, terrorizing random duelists in order to obtain Locator Cards without even dueling. Even though they'd already obtained five Locator Cards this way, Yami Bakura is not impressed and challenges Bonz to a duel in the Shadow Realm. Not knowing any better, Bonz accepts. Meanwhile, Yugi and Joey Wheeler have both qualified for entry into the Battle City Finals. By putting the Locator Cards on the Duel Disk (5 in the Monster Card Zones and the last in the Field Spell Zone) they receive instructions to go to a stadium which would be the location of the finals. By losing the duel, Bonz, Sid and Zygor are banished to the Shadow Realm.

After the Duel between Yami Yugi and Rafael is over, the building they are on top of begins to shake and crumble. A KC Chopper arrives to rescue them, but Yami Yugi is unable to carry Rafael (who is still weakened from their previous Duel). Rafael falls into a chasm, but not before handing Yami Yugi an SD memory card. The whole building gives way to an ancient structure; the modern building was just an outer shell built around it. Yami Yugi hands Kaiba Rafael's SD memory card, and Kaiba uses a PDA to check it: it's a map, signaling the location of Dartz's temple. While flying away and after seeing a swarm of locusts fly across the skies, four military choppers intercept the KC Chopper and redirect it. Duke Devlin and Rebecca Hawkins, driving across the city, stumble upon some Orichalcos Soldiers. Rebecca jumps out and tries to challenge them, but they ignore her and look towards the sky. Dartz chants a spell and they disappear into the air, being recalled from all over the world. Meanwhile, Rafael can be seen emerging from the smoke at the base of the building, holding Mai's soulless body. The choppers land on an aircraft carrier. The commander in charge explains that their country's politics are under the control of Doma and that they don't have the authorization to strike. Nevertheless, they offer to refuel the chopper and take them as close as possible to Dartz's island. The KC Chopper has trouble making it through the typhoons and the storm that surrounds the island, but Dartz chants a spell to make a twister pull them closer. They land in front of the temple and disembark. They stumble upon the main chamber and feel like something lingers on the air, a kind of collective sadness. Discovering a passage, they find another room containing tablets depicting the imprisoned souls. Yami Yugi recognizes Yugi, so he rushes forward when Dartz's voice booms out. Two torches form an arch of fire and from it Dartz emerges, claiming that he's waited for them and welcoming them to his temple. He claims, as always, that he will get his souls and the blessing of his God. He erases two tablets to set apart "special seats" for both Kaiba and Yami Yugi. Kaiba and Yami Yugi tell him that the Three Swordsmen have been defeated, so he's the only one left. Dartz looks unfazed. He had always planned to have them be sacrificed as well. Yami Yugi demands the release of the souls, and Dartz challenges them to try to defeat him. He makes the whole set of torches light, thus revealing the whole room. Yugi and company gasp; the floor, walls and dome-shaped ceiling are filled with tablets of sealed souls. Mokuba recognizes that some of them are from other eras, even. Dartz explains that he's existed for over 10,000 years. He then forms a Chaos Duel Disk and steps forward. Kaiba announces that he shall be his opponent, but Yami Yugi refuses to let him go solo. They decide to do a Tag-Team Duel, and Dartz agrees. Elsewhere, Rafael picks up Valon's body and loads into a jeep along with Mai's. He mutters that there's something he still needs to do. Both Yugi and Kaiba begin their turns by Summoning high-Level monsters: "Blue-Eyes White Dragon" and "Black Luster Soldier". Dartz begins with the "The Seal of Orichalcos" following this, he manifests his fighting spirit, which was so strong even the ones observing the duel felt it. He then Summons an "Orichalcos Gigas" and one back-row Monster: "Orichalcos Kyutora". In the next turn, both Yami Yugi and Kaiba work in unison to bring out "Master of Dragon Soldier" and Yami Yugi uses a Trap Card to inflict "piercing" damage to Dartz. However, their attack is somehow blocked by "Kyutora", and Dartz claims that it is not possible for them to defeat him. The energy of the attack provokes for the "Seal" to warp them into the World of Memories of the Orichalcos. Dartz then makes a speech about how everything is born from the Dark. They float over the Earth as they speak. They then descend below the clouds until they float atop a city: Atlantis. Dartz announces that he was the ruler of that city and the destroyer of it: it was a beautiful city, but, alas, it was walking upon the road of destruction.

Sherry reveals to Yusei that she has come to recruit him, with the desire to win the WRGP, as well as for another unmentioned motive. Once saying that their duel is a formal way of greeting, they recommence the duel. However before they continue, Yusei says to Akiza to get off his Duel Runner, as the duel might be dangerous. Thus she refuses, stating that she has to see their Turbo Duel all through the end. The duel then furthermore goes on; with Yusei pulling out his strategy in order to finally bring down Sherry’s Chevalier de Fleur. However it costs him, as his Life Points are down to 100. Sherry points this out, as she’ll use Speed World 2´s damaging effect to finish the duel. Telling him that the outcome will be decided depending on what she Draws, she continues, however without getting the necessary card. Because of this, Sherry tells them that she needs him even more. Akiza got a little shocked when hearing what Sherry said. She then questions Yusei, as to what’s the reason for him behind dueling and why is he entering the WRGP. Thus Yusei then tells her that, he wants to enter the Grand Prix to find that motive. So Sherry concludes that in the end he’s dueling without any purpose at all. However, for Sherry there is a motive and that is of revenge. At the moment Sherry recounts the time her parents were still alive. As she was their only daughter, she mentions that there were also card players, whom live happily at the time. However trouble and tragedy came for them, as soon her father’s company was being bought by a rival company. Though having a daughter around they tried to their bests not to show any signs of trouble. However one night everything changed, as Sherry being in her room heard gunshots and upon inspecting came upon a gruesome scene. She found her parents along with other people dead in the dining room (In the dub, they were abducted by Iliaster and were sent to an unknown location). Thus upon being saved by Elsworth, Sherry escapes with him as they were still after her. All while traveling she learns about another organization behind their death, Iliaster. Upon mentioning their name, both Yusei and Akiza recount having heard of it before. Sherry mentions how powerful and devious this group is and that she discovered why there were after her. This involving a mysterious card hidden within her teddy bear and later discovered by Elsworth. Sherry claims that Iliaster is also somehow involved in the World Racing Grand Prix. She wants Yusei to win it so that he can come closer to the truth of what Iliaster are after and also the reason behind her parents death. Akiza objects to this, reflecting on the promise Yusei made to win the Grand Prix with Jack and Crow and noting that she doesn't know him. However Sherry states otherwise, claiming that due to the accelerated speed and uniqueness of their duel, she knows Yusei's emotions as well as hers. Such a concept can only be understood by Turbo Duelists. The duel between Yusei and Sherry continue at its climax, while Akiza herself reflexes about what Sherry said before, about being able to understand what each duelist emotions and feelings are while Turbo Dueling. Coming to that conclusion, while analyzing some of Yusei´s past duels against rivals and friends, all of those aspects exist only on the highly accelerated world of Turbo Duels. Much later after this, as Yusei is about to summon Stardust Dragon through the effect of his Starlight Road, the duel is abruptly interrupted. As suddenly a truck comes crashing down from a bridge that’s above them. As this occurs, Yusei and Akiza both then spot a familiar figure standing on the bridge also. That of Boss, along with his masked thugs, who wants to punish Yusei for going against him. As it seems no way out, Akiza quickly acts telling Yusei to let her handle the situation. As she quickly takes the Dragon card from his hand, Yusei asks what she is going to do. Telling him that she’ll summon it of real, even with Yusei´s concern over what she is going to do. Still as Akiza summons Stardust on his Duel Disk, they are able to escape the situation, as the dragon uses its enormous body to detain the truck long enough to secure their passing. However because of this action, Sherry acknowledges her as being a Psychic Duelist. Still because of Boss's act, the duel is automatically called off. Boss and his thugs then see what has just happened and they try to leave the scene, however they are confronted by Elsworth, who quickly and effortlessly gives them a good beating. After this, as he gets to where they are on his own Duel Runner, Sherry and Yusei disclose upon the possible outcome of the duel (in which Yusei could've attacked with both "Stardust Dragon" and "Speed Warrior", reducing her to 50 Life Points). However Sherry doesn't take interest as to, stating that the accelerated world in which they live on doesn't end there. Expecting to meet again with Yusei, as well as with Akiza, who because of the occurred situation finds her somewhat interesting. Though Akiza herself is surprised by that comment, Sherry along with Elsworth leaves the scene. Still as a result of their duel and intrigued by Sherry's words about the uniqueness of Turbo Dueling, Akiza resolves to try and become a Turbo Duelist. As for Yusei, ponds on Sherry's question that is, the reason of why he's dueling for.

Yami Yugi, Téa and Tristan are still trying to navigate the city, and the map says Joey should be nearby. Yami is lost in thought, remembering that his "Timaeus" card had glowed when Joey used "Hermos", but it stopped reacting some time ago. They consider what that might mean about his condition, and he insists that they must find him soon. At that moment, Joey and Valon are both bruised and gasping for breath, down to only a handful of Life Points each. Joey remarks that he thought he'd had Valon beat with his most recent attack. Valon replies by complimenting Joey as the most tenacious opponent he's ever faced. Mai listens to this, wondering how such a fierce Duel could still have both of them insistent to keep going. Her desire to fight returns, and the Seal appears on her forehead before she winces, suppressing it. Joey pays half his Life Points to maintain the "Aura Armor", and he places two face-down cards to finish his turn. With Valon's turn, he draws "Phoenix Gravitation", which lets him Summon a new suit of Armor monsters from his Graveyard. All at once, he is armed with his strongest weapons. He compliments Joey on getting so far, but it's because of this strength that he must fight back with all his power. Joey agrees, but clarifies that Valon will be the one defeated. He uses both his Face-Downs to put into play a chosen card from Valon's Graveyard and a random one from his own. The one he chooses from Valon is "Big Bang Blow", and for his own, he closes his eyes in preparation to Draw. Both Duelists have one card in mind, and after a silent wish, Joey picks and holds the card high. This card is "the Claw of Hermos", to Joey's elation and Valon's amazement. Joey immediately fuses his two new cards to create "Big Bang Dragon Blow", commenting that this time, he will be the one using Valon's weapon. Valon laughs, affirming that this is the Duel he's wanted, one to push him to the limits. The time has come for the last attack, which Joey confirms. Both Duelists lunge at each other, fists colliding precisely in an explosion so strong the shockwave knocks Mai off her feet. From several blocks away, Téa stops running, signaling the others to look. A spiraling white column of light is blasting up to the sky, and Yami sees Timaeus glow once again. At the very center of the energy storm, Joey and Valon struggle for for the upper hand. Both are happy even as they fight, and outside, Mai gets back to her feet and says the duel it look a draw. All of a sudden, Joey gets the advantage by activating the effect of "Big Bang Dragon Blow": by sacrificing his "Red-Eyes Black Dragon", he is able to Destroy all of Valon's monsters and then inflict damage to Valon equal to the total ATK of those Monsters. The power of Joey's Attack gathers, and with one final yell, Joey sends Valon flying back, all of Valon's armor breaking apart even as he brakes himself to a standing stop. The rest of his Life Points drop to zero, and he admits defeat, dropping to one knee. He turns to Mai, who is very shaken by the outcome, and he tells her not to look like that. No matter who she's thinking of, he believes they'll come back together in the end. Even though she saw the awful side of him and he still lost, he has no regrets. She moves closer to him, stepping within inches of the border. Valon then turns to Joey and leaves Mai in his care. Just after Joey nods to this, Valon slumps to his side, and Mai calls out his name. But he's already unconscious, and the Seal closes in on him, beaming to the sky before leaving his body. Within Dartz's temple, a new tablet appears with the image of Valon, crouching and quiescent. He announces that Mai is next, sounding sure of it so he can revive the Great Leviathan. He challenges her to show him her heart's darkness. Mai bends down and hugs Valon's body, crying and whispering his name. She remembers him telling her how he was like her, unable to live without winning. But then he found someone he could share his victories with - her. Her eyes clear up, and she regains her breath, setting him down as Joey calls her name. She calls him stupid for talking about Duels like they can be shared, when they're really for oneself. But when she grins and adds that that's why Valon lost, Joey insists that Valon gave his best for that fight. Mai notes his emotion and turns to him, the Seal glowing briefly on her forehead as she asks, "Isn't Valon an enemy?" Joey confirms it, but says he respects people who fight with all they have. She only smirks at him, and he challenges her to a Duel. He realizes that's the only way to reach her feelings, and he encourages her to Duel with no holding back from either of them. With Valon's body set aside, the two prepare their Duel. Yami and the others continue in Joey's direction, guided by Yami's intuition from "Timaeus". Kaiba and Mokuba remark that there's no one around them, and Kaiba's hunch that Doma is responsible is confirmed when ranks of Orichalcos Soldiers appear before them. Mai begins the Duel, and Joey struggles in his response, still feeling the injuries from the previous Duel. His turn is a simple one, which Mai thinks about and realizes is unlike him. But he assures her he's not holding back. He now understands that, in his Duel with Valon, they talked a lot, and not just with words. In doing so, Joey sensed Valon's heart, and that's why he also wants a serious Duel with her. He hopes that she'll understand him by the end of it, and he wants to understand her, too. Speechless for a moment, she laughs at the idea he could understand her, who keeps Dueling just to win. He answers that he doesn't understand that at first, but even so, he's doesn't want to give up. Her response is to keep going, and their Duel becomes a fight to keep a monster in play. Joey gains the upper hand with a high-level monster "Cyber-Tech Alligator", but when Mai plays "The Seal of Orichalcos", it affirms the drive to win in her heart and puts her monsters back in the lead. As a final defense, Joey uses "Scapegoat", but Mai is fully prepared for this move with her "Nightmare Tri-Mirror" trap, flooding her field with high-powered "Harpies". Joey is still hardly closer to reaching through the feelings in her heart, and he has only one turn to prepare for the attack she is still eager to unleash.

As the sun rises in New Domino City, Leo and Luna dash through a medieval-style town to a building called Poppo Time. They shout Yusei's name, but notice he is not around. Instead, they find Akiza standing over a desk. Although neither her nor Luna are getting a reaction from their Marks of the Dragon, Akiza has the feeling that Yusei is dueling someone right now. Yusei continues his Duel with Ghost, while Crow and Jack watch from adjacent lanes. Crow and Jack meet up and notice Yusei is facing a large monster but then see it is 5 smaller ones. Regardless, they believe Yusei should be able to win. Yusei Sets 2 cards in his Spell & Trap Card Zone and ends his turn. Ghost begins his turn, raising both duelists' SPC to 2. He has "Machine Emperor Wisel ∞" attack "Max Warrior", but Yusei activates "Shock Reborn", to halve the Battle Damage. "Max Warrior" gets destroyed and Yusei's Life Points drop to 3150. Using the other effect of "Shock Reborn", Yusei revives "Turbo Booster". Ghost sets 1 card face-down into his Spell & Trap Card Zone and ends his turn snickering. Yusei begins his turn and both duelists' SPC increase to 3. Yusei starts to think about the effect of "Machine Emperor Wisel ∞". Considering his options, he looks at his cards on his field; "Turbo Booster" and a face-down Spell or Trap Card and the cards in his hand; "Gauntlet Warrior", "Speed Spell - Angel Baton" and "Debris Dragon", and devises a way to Summon "Stardust Dragon" and combine it with "Meteor Wave". He activates "Speed Spell - Angel Baton", sending "Gauntlet Warrior" to the Graveyard to draw 2 cards. Next, he Summons "Debris Dragon" and uses its effect to revive "Gauntlet Warrior". By tuning "Turbo Booster", "Gauntlet Warrior" and "Debris Dragon", he Synchro Summons "Stardust Dragon". Yusei then activates his face-down "Meteor Wave", raising the ATK of "Stardust Dragon", making it higher than the ATK of "Machine Emperor Wisel ∞". He has it attack "Machine Emperor Wisel ∞", but Ghost activates the effect of "Wisel Guard" making it the attack target. The arm of "Machine Emperor Wisel ∞" takes the hit and gets blown off, but, due to "Meteor Wave's" second effect, since the monster affected by it had attacked a monster in Defense Position, Ghost receives Piercing damage. Ghost's Life Points drop to 2400, while Yusei Sets a card in his Spell & Trap Card Zone and ends his turn. Ghost looks up Yusei's data on the monitor of his Duel Runner. He sees that Yusei defeated Rex Goodwin and laughs that Yusei is still clueless. Ghost begins his turn and each duelists' SPC increase to 4. He Summons "Wisel Guard 3", which replaces the missing arm of "Machine Emperor Wisel ∞". Ghost laughs that "Wisel" is invincible, but Yusei thinks he should be able to beat if he can take out all the components at once. Yusei asks Ghost why he is targeting Duel Runners, and Ghost replies that it is his purpose. He claims to be the Synchro killer and uses the effect of "Machine Emperor Wisel ∞" effect to equip itself with "Stardust Dragon". "Machine Emperor Wisel ∞" fires a number of energy beams, which strap themselves to "Stardust Dragon". "Stardust Dragon" begins to struggle but is sucked into the machine. Yusei then remembers Trudge warning him not to use Synchros against Ghost. The ATK of "Machine Emperor Wisel ∞" rises to 5000. "Meklord Emperor Wisel" attacks Yusei directly, but Yusei uses "Scrap-Iron Scarecrow" to negate the attack. Ghost Sets 2 cards in his Spell & Trap Card Zone and ends his turn. Yusei begins his turn and both duelists' SPC rises to 5. Yusei Summons "Bicular" in Defense Mode and Sets 1 card in the Spell & Trap Card Zone, before ending his turn. Both duelists' SPC increase to 6 and Ghost activates "Wise A3", Special Summoning "Wisel Attack 3". It folds out into an arm an attaches itself to "Machine Emperor Wisel ∞", raising its ATK to 5400. "Machine Emperor Wisel ∞" attacks "Bicular". Yusei plays "Scrap-Iron Scarecrow" again. However, Ghost activates his face-down, "Battle Return", lowering the ATK of "Machine Emperor Wisel ∞" to 2700, so it may attack again. It attacks and takes out "Bicular", causing Yusei to struggle to maintain control of his Duel Runner. "Machine Emperor Wisel ∞" then inflicts damage to Yusei equal to the ATK of "Stardust Dragon", dropping his Life Points to 650. Using the effect of "Bicular", Yusei Special Summons "Unicycular". Ghost activates "Trap Recycle", returning "Battle Return" to his hand, alongside "Reload" and ends his turn. Jack yells at Yusei to fight back. Yusei begins his turn, drawing "Sonic Chick" and both duelists' SPC increase to 7. Yusei uses the effect of "Speed World 2" to remove his 7 Speed Counters to draw a card. Yusei concentrates and his Mark of the Dragon starts to glow. Crow and Jack notice theirs glowing too. Back in Poppo Time, Akiza and Luna's have started glowing too. The birthmarks all disappear and form the complete dragon on Yusei's back. The top card on Yusei's Deck starts to glow. He dramatically draws the card, "Majestic Dragon" and Summons it. Yusei then activates "Synchro Material" returning "Stardust Dragon" to his side of the field. Tuning "Majestic Dragon" with "Stardust Dragon" and "Unicycular", Yusei Synchro Summons "Majestic Star Dragon". "Majestic Star Dragon", which has 3800 ATK, attacks "Wisel Top", which has 500 ATK. "Wisel Top" gets destroyed decapitating "Meklord Emperor Wisel", which subsequently gets destroyed. Ghost's Life Points drop to 0 and his Duel Runner strays off course, plummeting off the bridge and exploding. Down below in the woodland area, where Ghost crashed, Primo walks over to the charred Duel Runner. He removes a part from the Duel Runner, containing the Deck and looks up at "Majestic Star Dragon", believing Yusei to be responsible. After Primo has left, Yusei, Jack and Crow arrive at the scene. Crow touches Ghost, then jumps back in alarm as his robotic arm falls off. Yusei deduces that Ghost is just a robot. Back at the base, Trudge, who has recovered from his encounter with Ghost, Mina, Luna, Leo, Akiza, Jack, Yusei and Crow gather around a table inspecting photos Trudge tells them that Ghost was a Duelbot. As they wonder who is behind the Duelbots, Yusei gives Trudge a chip from his Duel Runner, saying it was programmed to erase all its data when it lost. Trudge is surprised Yusei can access the CPU so easily, then Crow says it was easy for Yusei and he is better than Security. As they ponder on recent happenings, Yusei thinks to himself that they are about to face a new threat.

Yugi’s friends are petrified into solid stone statues, but their spirits live on! Their combined souls energize Yugi into a noble fight, but is spirit going to win the duel when Yugi’s not drawing the right cards?

With a maniacal laugh, Lester thanks Leo and Luna for setting off his Traps, allowing him to summon his greatest monster. He dares them to bring it on, declaring that "I'll show you what true Dueling is all about!" The Duel is observed by Primo and Jakob from their throne room. Primo remarks that Lester is getting ahead of himself; Jakob replies that it is just the way children are. He admits that he remembers the days when he was just like Lester, but Primo simply looks back at the screen. Observing "Machine Emperor Skiel ∞," Leo says that It's a combination monster. As he wonders if it is the thing Yusei was talking about, he realizes Yusei said something important about it, which he tries to remember. An image of "Kuribon" is shown hiding behind Luna. As she asks if "Kuribon" is scared, an image of "Regulus" appears, warning Luna to be careful; he senses something dangerous from her opponent. Luna wonders if the whole situation is some kind of terrible trap. Meanwhile, Yusei with Jack accompanying him as he is also concern about Luna are racing towards their friend's location on their Duel Runners. As they do, Yusei's Mark of the Dragon begins to glow, causing him pain. Yusei thinks to himself that something is going on with Luna; he can only hope that he makes it in time. He is broken from his thoughts when Crow and Akiza arrive on their Duel Runners; from the looks on their faces, they're just as worried for Luna as Yusei and Jack are. Back at the Duel, Lester asks what the twins are going to do - he gleefully suggests that they surrender. Leo angrily wonders who'd surrender to Lester before setting a "Trap; unfortunately, Lester promptly counters by using "Trap Stun" to prevent anyone from activating Traps on this turn. With Leo's plan halted, Lester commands "Skiel" to attack Leo directly, making him scream in pain as his Life Points drop to 1800. Luna says Leo's name in extreme concern, but Leo rides his way out of the smoke, only slightly injured. Luna smiles in relief as Lester asks how Leo liked the attack of his "Machine Emperor". Threatening to rough him up even more next time, he sets one card Face-down and ends his turn. Luna tells Lester that he won't be hurting Leo anymore, and uses her turn to quickly summon her "Ancient Fairy Dragon." Lester quietly says "There it is!" as Jakob and Primo continue to watch; Jakob simply says the monster's name, while Primo makes no comment. Luna uses "Ancient Fairy Dragon's" effect to Special Summon the level 3 "Fairy Archer" in Defense mode, before using "Fairy Archer's" effect to deal 400 points of damage to her opponent's Life Points for each LIGHT Attribute monster on the field. Leo comments that Luna has two Light Attribute monsters, so that's 800 points of direct damage. "Fairy Archer" forms a bow and hits Lester in the back with an arrow, creating a small explosion that brings his Life Points to 3200 - however, Lester simply brushes off his arm. Leo comments that Lester didn't feel the damage at all and Luna wonders what's going on. Lester sneers that he's not the type to feel such a trifle amount of pain as Luna ends her turn with two Set cards. Meanwhile; Yusei and the others have caught up to the twins and spotted the Machine Emperor. As Crow comments on "Skiel's" appearance, Akiza asks Yusei if that was the monster used by Ghost. Driving up to get a better look, Yusei says that this monster is different, but with the same mark on its chest, it's undoubtedly in league with "Wisel". Crow rhetorically asks how many of these monsters are out there, but Yusei doesn't answer - having spotted the twins, he calls their names. Jack muses that "Ancient Fairy Dragon" has been summoned - and if "Skiel" is anything like the other "Machine Emperor", that can only mean trouble. Sure enough, Lester activates the effect of "Machine Emperor Skiel ∞" on his turn - once per turn, it can absorb an opponent's Synchro Monster! As "Skiel's" chest begins glowing green, Leo realizes that this is what Yusei was talking about earlier. As Yusei says "Synchro prevention!" and Jack muses that this monster is indeed the same as its counterpart, "Machine Emperor Skiel ∞" releases strings of green energy to seize "Ancient Fairy Dragon". To everyone's shock, the bird-like Machine absorbs the dragon despite its struggles - from his throne, Jakob seems pleased. Luna laments that "Ancient Fairy Dragon" has been absorbed, while Crow curses that they were too late. Lester gloats at his successful capture of "Ancient Fairy Dragon". As Leo mutters that he's got to remember things more quickly, he sees Lester flying into the air. Leo gasps as he recalls seeing Lester doing tricks on his Duel Board - he tells Luna that their opponent is the same kid they met back at the academy. Luna is shocked by this new information, while Lester turns to them, saying that they caught on too late. Observing Luna through his visor and thinking "Now I'm going to make you draw the circuit!", Lester explains that "Machine Emperor Skiel ∞" gains attack power equal to the ATK of an equipped Synchro Monster; with "Ancient Fairy Dragon," it's now at 4300 ATK! Leo comments in surprise at its increase in power. Lester's next move is to play "Speed Spell - Summon Close" - when his SPCs are at four or more, it prevents the opposing players from Special Summoning during this turn. Leo curses at his strategy being negated again, but Lester says he sees right through their tactics. He commands "Machine Emperor Skiel ∞" to attack Leo directly, but Luna activates her face-down Trap card, "Twinkle Wall". By taking half the damage of an opponents attacking monster, this card will negate it's attack. Luna's card shields Leo from "Skiel's" attack, but parts of the blast hit Luna - she screams in pain while Leo screams her name. As the smoke clears, Luna is struggling to even stay up as her Life Points go from 2500 to 350. Despite this, Luna thinks that she can handle the pain, blaming herself for trusting Lester and dragging Leo and herself into this situation. The others watch in silence, but look very worried - even Lester mentally encourages Luna to keep fighting as he sets one card face-down and ends his turn. As Leo begins his turn and looks at his hand, he vows to protect Luna from Lester's assault. He summons "Morphtronic Scopen", explaining he can Special Summon a level 4 or lower Morphtronic monster from his hand once per turn as long as "Scopen" is in Attack Position. Leo chooses to Special Summon "Morphtronic Boomboxen," which he tunes with "Morphtronic Scopen" to Synchro Summon "Power Tool Dragon". Lester mocks Leo's move with a sneer of "Synchro Monster? That's why you're no good!" As Leo fumes and "Power Tool Dragon" roars irritably, Yusei looks on in worry. Jack wonders what's Leo thinking; Synchro Monsters won't do any good against Lester's Machine Emperor. Luna calls out Leo's name, but Leo ignores it as he plays "Speed Spell - Summon Speeder". Since his SPCs are above 4, he can Special Summon a level 4 or lower monster from his hand. Leo chooses to Special Summon the level 1 "Morphtronic Vacuumen" to the field in Defense position - he explains that while in Defense mode, "Morphtronic Vacuumen" can equip a monster on the opponent's field to itself. Crow realizes that Leo plans to get "Machine Emperor Skiel Infinity" off the field, leaving Lester open to "Power Tool Dragon's" attacks. Accordingly, Leo announces that he's equipping "Machine Emperor Skiel Infinity" to "Morphtronic Vacuumen". As "Morphtronic Vacuumen" opens up its vacuum and sucks "Skiel" towards it, Lester reveals the face-down Trap card, "Convert Ghost" - when a monster on his field is selected as an effect's target, this card can change the target to a monster in his Graveyard. Leo gasps in surprise as a monster in Lester's Graveyard comes out of his Duel Disk and flies into the vacuum instead. Akiza gasps in shock as Lester says Leo's simple plans just won't work on him. As both twins glare at their opponent, Leo places a card face-down in his Spell/Trap card zone, and ends his turn. Lester smugly begins his turn, prompting Leo to activate the Trap he just Set: "Power Break", which returns all equipped or absorbed cards back to their owner's decks; then, for each card returned, it inflicts 500 points of damage to the opposing player. As Lester gapes in shock, the vacuum on "Morphtronic Vacuumen" lifts up, spitting Lester's monster back into his deck - meanwhile, "Ancient Fairy Dragon" comes out of "Machine Emperor Skiel Infinity", much to Luna's joy. With its absorbed gone, "Skiel's" attack points return to its original 2200. Lester himself groans in pain as he takes 1000 points of damage, leaving his Life Points at 2200. Leo tells Lester he'd never let him have "Ancient Fairy Dragon". He declares, "I'm not a Signer, but Luna, who does have a Signer Birthmark, is my pride and joy! I will protect Ancient Fairy Dragon, who is the proof of that!" (In the dub version, Leo said, "I warned you to stay away from my sister, Lester, but you wouldn't listen! Well, now you see - not only am I going to protect her with all of my might, but I'll also protect the things that she holds dear! Don't mess with my sister!") Luna is touched by Leo's words as the rest of their friends look on. Jack comments that Leo got "Ancient Fairy Dragon" back, while Crow says that it was Leo's plan all along. Akiza and Yusei are equally impressed - elsewhere, Jakob and Primo observe in silence. Infuriated by the loss of "Ancient Fairy Dragon", Lester clenches his fist, declaring, "Now you've done it! I'm going to pound the snot out of you! You'll regret ever making me mad!" He activates Speed World 2's effect paying 7 SPC's to draw one more card; next, he reveals the face-down Trap card "Sky A3", which allows him to release "Skiel Attack" to Special Summon "Skiel Attack 3" from his hand. As he does so, "Machine Emperor Skiel Infinity" gains a new cannon, its ATK rising to 2400. Leo comments it powered up, but Lester isn't finished - he releases "Skiel Attack 3" in order to Special Summon "Skiel Attack 5", giving "Skiel" an even stronger gun that boosts its ATK to 2600! As Yusei asks aloud how many times the Machine Emperor will power up, Lester activates "Skiel Attack 5's" effect; now, it can attack Leo directly. (As "Skiel" powers up its cannon, Lester yells "DIE!", which is removed in the dub). The avian automaton fires a massive red beam at Leo, which destroys all of Leo's monsters and blows Leo himself right off the circuit as his Life Points drop to 0. Luna instantly stops and screams Leo's name as everyone else gasps - suddenly their Marks of the Dragon begin to glow. To everyone's surprise, the Crimson Dragon appears, using a bubble of red energy to stop Leo from falling. Yusei yells Leo's name as the bubble sets him down softly. As the Crimson Dragon disappears, Akiza says Leo's safe, while Crow says the Crimson Dragon saved him. Yusei yells Luna's name and tells her Leo is safe. Luna says "Everyone", and then closes her eyes for a minute, smiling with relief. Luna then puts her hand on her heart and says "But what was that...that feeling I felt from my heart?" (in another sub, she said "But what was that...that feeling that caught my heart beat?" In the dub version, Luna said "Thank goodness for the Crimson Dragon, he'll always save the day."). Lester irritably says "Tch, look at him, narrowly escaping death!" Saying that he won't let that happen again, he vows to defeat Luna, and Luna alone. As Lester plays a card face-down and ends his turn, Luna gets angry, vowing to avenge Leo's defeat. On her turn, she summons "Regulus" and activates the Trap card "Ancient Sunshine". Luna explains that when "Regulus" is on the field, she can remove "Ancient Fairy Dragon" from the game to inflict 2100 points of direct damage to her opponent. As the horn of "Regulus" turns yellow, Jack states that Lester will only have 100 Life Points left if the effect goes through. However, Lester smiles and reveals a Trap of his own: "Infinity Force". He explains when a monster with "Infinity" in it's name is on his field, he can negate effect damage from an opponent's card effect and destroy all monsters on their field. Luna gasps as "Regulus" fires a yellow beam out of its horn, which Lester's trap absorbs. After the card receives the attack, it fires white beams at Luna's monsters, destroying them. Lester laughs, announcing that Luna is out of options. As Luna looks at her deck, Lester commands "Machine Emperor Skiel Infinity" to attack Luna directly. Luna gasps in fright and Yusei yells her name as "Skiel" launches its attack. As the beam approaches Luna, something begins pushing it back, surprising the Three Pure Nobles. As Primo demands to know what's happening, Luna uncovers her face to discover that "Kuribon" and her other Duel Spirits are trying to hold the attack back. Unfortunately, they are unable to overcome "Skiel's" power and the beam hits Luna, reducing her Life Points to 0. Yusei yells Luna's name as she comes out of the smoke, barely keeping her balance and wobbling all over the place. Just as she's about to hit some glass, an image of "Regulus" pushes her out of the way, to which Luna thanks him. The others smile with relief that she's okay, as her Duel Board comes to a stop. Annoyed by Luna's survival, Lester takes his leave as Luna thanks Regulus and the other spirits for helping her. Accompanied by their friends, the twins backtrack to Lester's mansion, but it has vanished. Leo and Luna are bewildered, especially when they ask Bob about Lester and find he has no recollection of meeting anyone with that name. Crow comments that they've seemingly gotten caught up with a group of strange people. Akiza and Yusei agree, but Jack declares that he doesn't care who it is; they will get crushed, courtesy of himself! The episode ends with Yusei thinking to himself, "In order to fight them, I have to complete it quick...a Synchro Summon that surpasses Synchros: Accel Synchro!"

Rex Goodwin, who has been waiting for them, appears at the top of the stairway, where he welcomes and congratulates the Signers for defeating the Dark Signers, although they were unable to close the Doors of the Netherworld. Yusei asks if they have lost and says "The world...". Goodwin finishes his sentence, replying "... is done for". He stares back at the King of the Netherworld coming in their direction, noting its progress. Yusei asks why the King is coming here and he tells Yusei that the stairway is the place for the Divine Ritual. He has used the Crimson Dragon to bring the Signers here for the sake of that ritual. He picks up the capsule containing Roman's arm, with a Mark of the Dragon. The mark begins to glow, causing the Signers to feel pain through their own marks. Jack remembers learning that Goodwin has a mechanical left arm, during the Fortune Cup, and asks if the arm in the capsule is his. As Rex sets down the capsule, he replies that the arm belonged to his brother Roman, prompting Yusei to ask why he has it. Goodwin laughs and turns around. To everyone's surprise, the Condor dark mark appears on his back. Goodwin's jacket then tears as his muscles expand. A purple circle appears on his chest, purple lines start to form over his now muscular body, more of it starts to form on his face, and his sclerae turn pitch black, showing his status as a Dark Signer. He unlocks the canister and rips off his mechanical arm. Using his other arm, he takes Roman's arm from the tank. He announces that, by using the Dark Signers' power, he will make this arm his own and holds it in place of the missing arm, where it attaches itself. The Crimson Dragon starts to resist becoming part of Rex, but he doesn't worry, saying it will just take time. Yusei asks Goodwin what he is trying to do. He replies that he will become the Ultimate God by using both the powers of the Crimson Dragon and the Earthbound Immortals (In the English version he states that with the power of both light and darkness, he will become all powerful and rule the world and recreate it into his image). Goodwin raises his arm and the Stairway rises further out of the ground. Everyone retreats back from Rex's residence, while the Stairway rises higher into the sky. Goodwin laughs manically with his view of the whole city. The Signers and their friends retreated back to the bridge leading to Rex's residence. An alter appears before Goodwin and he announces that the ritual shall be done via a Turbo Duel in the Condor geoglyph. He intends to defeat and sacrifice the Signers to the King of the Netherworld. Crow reminds Rex that it was him who asked Yusei and the others to defeat the Dark Signers. Yusei asks Goodwin what will happen to the King of the Netherworld if they win. He replies that it will disappear, but denies it will happen as he believes he has become a god. Yusei accepts the Duel, Jack vows to disperse of Goodwin and Crow also rises to the challenge; Despite not being a Signer, he'll do anything for the kids in Satellite. Crow thinks in inspiration of the man from the Daedalus Bridge legend. Goodwin grins hearing this. As the three Duelists start their engines, Yusei vows to stop the King of the Netherworld. The others provide encouragement for the trio. The Condor geoglyph rotates, so that it tilts downwards. A compartment on the temple shuffles Goodwin's Deck. To make up for the handicap, Goodwin announces that he shall have triple to usual Life Points, 12000, and nobody may attack on their first turn. The others agree and Goodwin activates "Speed World" into the compartment on the temple. Yusei, Jack and Crow to ramp onto the geoglyph and use it as a Turbo Duel circuit. Crow moves ahead of his allies to take the first move. He draws "Blackwing - Mistral the Silver Shield" with 100 ATK. He Normal Summons it and and follows up with Special Summoning "Blackwing - Bora the Spear" with 1700 ATK to its side. Setting 1 card in his Spell & Trap Card Zone, he ends his turn. Jack moves up in front to make the next move. All the duelists' SPC go to 1. He Normal Summons "Mad Archfiend" with 1800 ATK and Sets a card in his Spell & Trap Card Zone, ending his turn. Yusei takes the lead for his move. All the duelists' SPC go to 2. After drawing, Yusei asks Rex why he became a Dark Signer. Goodwin tells his opponents about the events that caused Roman to become a Dark Signer. A flashback shows Roman becoming host to both a Mark of the Dragon and the Spider dark mark. Rex says that his brother's body was chosen as the first place of battle. The powers of both a Signer and a Dark Signer resided within Roman's body. However, the Dark Signer's mark began to take over his body; the veins around the Spider mark turned purple and the change spread up the rest of his arm and onto his face. His sclerae turn black, his skin turns brown and markings appear on his face, meaning that the power of the Dark Signers had taken him over. Roman believed that by throwing away his left arm, which carried the Signer's mark and leaving it to Rex, fate would take care of everything else. Rex enters a room to meet Roman. Roman now has his left arm torn off and contained in the canister. Apart from his arm detached, his appearance is as normal. He rolls the canister back to Rex, telling Rex that the Signers will someday appear. No matter how long away it is, he demands Rex to gather them and use them to defeat him. He explains that two Gods were residing in his body and he had chosen the path of evil. He instructs Rex to take the canister and leave, while just a small part of his normal self remains. Roman hits a button triggering the Zero Reverse. Rex obeyed fate and gathered the Signers. Up until then, he had reached a certain conclusion as he goes staring at the depths of the depths of destiny. Rex tells them of his recent Duel with Roman; Goodwin fell to his knees and his Life Points drop from 1200 to 0. Roman approaches Rex and sees three Trap Cards Goodwin dropped, which he hadn't used; "Divine Wrath", "Mirror Force", and "Solemn Judgment". Seeing these cards, Roman understands that Rex wanted to lose on purpose. He grabs Rex by the shoulders, asking why he did it. Rex replies that he wanted to be like Roman and that Roman could not win against Yusei. He says that their fates won't change; in another 5000 years those sharing the same fate would appear, use the world as the battleground for their Gods and eventually die. Rex believes it to be his destiny to break this chain. He would do so using what Roman couldn't withstand: he will become a God and overcome fate. He must first die and wish earnestly, then take the arm Roman left him and use it as his own, possessing two Gods like Roman once did. Roman looks at his brother in concern. As Rex dies, a condor with glowing red eyes flies towards him, signaling his rebirth as a Dark Signer. Present day. Goodwin says he will use the powers of the King of the Netherworld to destroy the world and rebuild it using the Crimson Dragon's power. He lifts his arms in triumph, announcing that he will recreate the world. Yusei tells Goodwin not to joke around. Crow points out how Goodwin's selfish desires have affected the lives of people from Satellite, including Martha and the children. Jack refuses to allow Goodwin to do as he likes with his delusions. Yusei points up to Rex, telling him he is mistaken, it isn't God's power that tear down destiny, it's what everyone creates by gathering and fighting together. Goodwin grins and asks what that is they are gathering to fight for. The bonds between their friends, Yusei replies. Yusei Normal Summons "Max Warrior" with 1800 ATK and Sets 1 card in his Spell & Trap Card Zone before ending his turn. Goodwin starts his turn. All the duelists' SPC go to 3. Since he controls no monsters while his opponent's do, he is able to Special Summon "Oracle of the Sun". He then Normal Summons "Fire Ant Ascator". Tuning both monsters, he chants "When the sun arises, all darkness is dispelled. Light, shine brightly. Synchro Summon! Show yourself, Sun Dragon Inti!", as he Synchro Summons "Sun Dragon Inti". He removes "Fire Ant Ascator" from play to Special Summon "Weeping Idol". Next, he pays 1000 Life Points to Special Summon "Dark Tuner Dark Goddess Witaka". "Dark Goddess Witaka" uses its effect to copy the Level of "Sun Dragon Inti". He Dark Tunes "Dark Tuner Dark Goddess Witaka" and "Weeping Idol", chanting "When the path of darkness is opened, the voices of despair can be heard. Become death. Dark Synchro! Show yourself, Moon Dragon Quilla!" as he Dark Synchro Summons "Moon Dragon Quilla". Finally, Goodwin Sets two cards in his Spell & Trap Card Zone and ends his turn. "Moon Dragon Quilla" sinks below its sun counterpart, as its effect activates in the End Phase destroying itself. Crow wonders if all this is part of Rex's plan and begins his turn. He waves his finger, explaining that he doesn't know about God or fate, but he does know he will surpass them like the legendary man from the Daedalus Bridge legend. Goodwin points out that that man lost his left arm. Crow wonders what Goodwin is talking about. He chooses to ignore this and starts his turn. All the duelists' SPC go to 4. Crow activates "Speed Spell - Tune Up 123", which raises the Level of "Blackwing - Mistral the Silver Shield" Level based on a dice roll. The word "dice" appears on Crow's monitor, while an animation of a dice spins around. A chart containing an index on how much the Level will increase by appears on the right side of the screen. The dice stops on 2, so "Mistral's" Level goes from 2 to 3. He Tunes "Mistral" and "Blackwing - Bora the Spear", Synchro Summoning "Blackwing Armor Master" with 2500 ATK. He then Special Summons "Blackwing - Elphin the Raven" with 2200 ATK to its side due to its effect to be Special Summoning if they are face-up Blackwing on Crow's field. "Armor Master " attacks "Sun Dragon Inti" with its "Black Hurricane" attack. "Armor Master" shoves a Wedge Counter into the face of "Sun Dragon Inti" and survives the counter attack, due to its effect. Next, Crow uses "Armor Master's" effect to remove the counter. The sun cracks up as the ATK of "Inti" drops to 0. Crow orders "Elphin the Raven" to attack the damaged "Inti". "Elphin" leaves huge scratch marks in the monster, causing it to explode. Goodwin's Life Points drop to 8800 and his SPC drops to 2. Goodwin laughs slightly, saying how it is an unforgivable offense to retaliate against a God and that the man from Daedalus Bridge legend learned this by losing his left arm. Yusei asks Goodwin if he's the legendary man. Goodwin plays on as normal. He uses the effect of "Inti" to destroy "Elphin" and inflict damage to Crow equal to its ATK. Crow's Life Points and SPC drop to 1800 and 2 respectively. Now that the Sun, "Inti", is gone, the Moon, "Quilla", comes out again. The legendary man failed, Goodwin tells them, he couldn't go against destiny because he was a normal person and a useless human; in order to change fate, one must surpass humans and become a God. Crow refuses to believe it and let Goodwin shatter the legend he believed in. Goodwin raises his arm and causes the Marks of the Dragon to disappear from the arms of the Signers and join together as the full dragon symbol appear on his chest. Goodwin laughs that he is the ultimate God.

The episode starts with Yami in a strange armor-like chest plate walking through a dark, misty area... pillars on either side of him. A shadowy being with many arms chases after him. The force of the dream makes Yugi fall out of bed, crashing to the floor. As he walks past the Game Shop, Yugi notices it's closed and thinks that his Grandpa (who is apparently on a "secret" mission in India) should have been home by then as his flight was supposed to have arrived in the night before. Tea and Yugi are playing a new game called Capsule Monsters (a game where they use Duel Monster characters, yet seem to forget the names of the monsters they actually play in their Duel Monster decks) Tristan walks up... Tea offers he place in the game before she gets her butt kicked (as she puts it) Joey runs into the classroom, very excited as he won 4 tickets to India... the gang proceed to make fun of him. As they walk along after school, Téa Gardner has a bad feeling about the trip and complaining to herself about wanting just a normal trip without magic and dangers etc. The Pharaoh interrupt her thoughts asking if she's ready to go. Tristan and Joey make a stupid song and dance about it all. Joey brought everything... A pilot comes to take them in their own private plane, which then takes off. Yugi notices that Tea is enjoying herself when they suddenly have "minor engine trouble"... and crash. Tristan and Joey agree to go exploring, Yugi and Tea reluctantly following. the gang comes across and unconscious blonde-hair man. After he awakes, the man has a bandana fall from inside his jacket. Yugi recognizes it to be his grandpa's. The man reveals that he's a colleague of Solomon's, and that Solomon is currently missing. He also mentions his name is Dr. Alex Brisbane and takes the gang to a pyramid where Solomon Moto disappeared. Yami appears in spirit form to Yugi, stating how he thinks the whole situation is too coincidental. They arrive at the Pyramid. Alex explains to the gang that the pyramid was built for Alexander the Great. They enter the pyramid and Joey complains about the trip is turning out bad, stopping just short of being impaled by spikes springing out from the floor. They scoot their way around the traps and arrive in a small room with 2 stairways. Alex states to Yugi that this was the last room he saw Solomon. A flashback shows how the 2 split up. Alex went up stairs and arrived at some door with a weird lock to it but couldn't open it, so he returned to the previous room. When he arrived, Solomon was nowhere to be seen. Alex then went down the other stairs to try and find his colleague, only to find just the bandana. The gang agrees that Solomon MUST be in the pyramid somewhere. They come across a map-like imaging on the floor of a massive room. As Joey steps on one of the tiles of the map, he falls through it in a big flash of green light. Yugi notices that the map looks like something he's seen before and Alex says that the pyramid is meant to contain some ancient game. Yugi decided to go into the game to rescue his Grandpa and Joey, Téa and Tristan agreeing. Yugi tries to talk them out of coming, but they tell him not to bother. They then pull Yugi onto the map and all disappear. The 3 appear out of nowhere, falling onto a path in a forest and find they're all wearing a strange armlet and belts. As they're walking along, Yugi finds a strange, carved rock and notices there's a lot of them about. Just as Yugi is about to touch it, the gang is attacked by 3 Gokibore. Yugi recognizes them (not from Duel Monsters, of course... but from the Capsule Monsters game) and Yugi is separated from the others as they're attacked by another giant insect, a Kamakiriman. As Yugi calls out for Téa and Tristan, Joey (up on a cliff edge) hears him. He calls for Yugi but is taken by Kurama. Yugi jumps into a lake to escape the Kamakiriman that is chasing him while Tristan and Tea, still being chased by the Gokibores, duck into a small cave in a cliff side, only to eventually land head-first in the sand on a beach. As they're wondering about the beach, Tea notices Happy Lover and Thunder Kid monsters, also with their heads stuck in the sand. The 2 seem friendly enough. He's attacked by the Kamakiriman again, changing into Yami to leap out of the way and hand-planting over one of those weird shaped rocks. The rock suddenly explodes in a flash of light, summoning forth a Celtic Guardian (whom now Yugi seems to know the name of...) Celtic Guardian defends Yami from the beastly insect as Yami starts to realize that they're inside of a Capsule Monsters game. The Celtic Guardian pledges his loyalty to Yami for the length of this game, turning into a green light and going into the armlet that Yami is wearing, a capsule popping out of it afterwards that Yami takes.

Previously on Yu-Gi-Oh: Yugi, Tristan, Tea, Joey, and Solomon Moto defeated the "Five Dragons of Darkness". Yugi unlocked Black Luster Soldier and merged with him. After merging, Yugi was able to pull out the Sword of Divinity and power it up to the point where it defeated all of the five dragons in one slash. Everyone was happy, everyone except for Tea, because the final stone of her necklace didn't turn red like the others. Everyone began to ponder when Yugi turned around and saw that the dragons hadn't been fully defeated yet... Strangely enough, the Tyrant Dragon Yami faced earlier wasn't down, but rather its eyes were glowing and it let out a cry. Suddenly, all five dragons began to glow and they began to shoot up into the air and merge together. As the dragons flew higher into the sky, they started to become one and grow larger. When the glowing ceased, the Five-Headed Dragon stood where the other dragons were. Each head of the Five-Headed Dragon stood for each element the five dragons had: Fire, Wind, Dark, Water, and Earth. Solomon notes how the Five-Headed Dragon can only be defeated by a Light Monster, and Yami Tells Tristan and Tea to send out all of their Light monsters. All of the monsters attack the Five-Headed Dragon but couldn't leave a scratch on it and the Five-Headed Dragon defeated them with one attack. Yami remembers the Sword of Divinity he is holding and slices the Five-Headed Dragon across its chest, leaving a huge gash. As Joey compliments Yami, the gash begins to heal quickly and in a few seconds, it is gone without a scratch. Yami begins to doubt himself saying, "Perhaps I'm using this sword the wrong way". The Fire Head of the dragon shot a fireball at Tristan and Tea, but Yami pushed them out of the way, only to be hit by it instead. Yami barely can get up and the little girl who almost gave up her life as an offering ran up to the Blue Eyes White Dragon statue and pleaded for it to save Yami. Outside, Yami is deflecting an attack by all of the heads of the Five-Headed Dragon while the others are standing idly by. As he advances forward, the Dark Head shot a powerful beam and knocked Yami back. Slowly, the villagers begin to go to shrine and pray for the Blue Eyes to show. The Five-Headed Dragon begins to charge up one final attack, when the girl begins to cry. Her tear unlocks the Blue Eyes White Dragon and it comes out of the tablet. The dragons shoot their charged attack, but the Blue Eyes White Dragon comes in at the last second and deflects the attacks. It flies over Yami and a cylinder of light envelops around him. He merges with the Blue Eyes White Dragon and everyone is shocked speechless at the Yugi/Blue Eyes combo. The five heads attempt to shoot a beam at Yami, but Yami easily fends it off with his sword. The Dark Head tries to bite Yami, but Yami closes its mouth shut and flips over the whole dragon on its back. He then picks up his sword and chants: "From darkness you came and from darkness you shall return!". White Energy transfers to his sword as he yells out "White Lighting Attack" and thrusts his blade toward the Five Headed Dragon, sending out a huge stream of energy and destroying it. Everyone is happy and cheerful and Yami remembers when he was Pharaoh and everybody cheered him on. Blue Eyes White Dragon disappeared back into the tablet from which it came and later the town congratulated Yugi (Yami went back into the Millennium Puzzle) and ignored Joey's attempts at getting credit. The mysterious masked man which helped Yugi and his friends informed them they have one more task to complete, getting ultimate power. Yugi repeats that he doesn't want power, he just wants to get home. The masked man takes of his mask and reveals that he is Alexander the Great and gives more background information about him. He found the Millennium Ring and at that moment he kept it, his Dark Half was created. The dark half eventually led him to a lust for power and Alexander the Great lost it all. His good half got sealed in the Capsule Monster World while the darker half got sealed in the pyramid. Yugi and his friends came back to the pyramid and Alex (Solomon's friend) met them. Alex told them that he waited for them to arrive and hinted that he wanted to see something from the Capsule Monster World, something like a necklace. Solomon lured Alex (Alex was possessed by the dark half of Alexander the Great) with Tea's necklace and the good side (who also came with Yugi and his friends back into the real world) came into Alex's body and tried to retake it over. Unfortunately, it failed and the dark side stayed dominant, but the dark side tried to act nice like the good side. Once Solomon gave Alex Tea's necklace, he revealed his evil side was actually dominant and ran away with the necklace. Alex ran up the stairs to a room with a door at the end that was sealed off. He put the necklace into an indent on the door that was just as big as the necklace and the door opened to reveal a huge empty void filled with stars. Yugi and Tristan tackled Alex, but he managed to throw all three of them into the opened door. Joey and Tea grabbed onto Tristan's leg but they eventually all fell into the huge black void. They fall and fall until they stopped falling and began to float, saying they must be in space. A person begins to form in the space and reveals to be Shadi, the one who imprisoned Alexander the Great.

In outer space, a giant stone tablet tumbles down towards the Earth in the direction of Japan. An infinity symbol is shown and fades away as a shot of the city appears. In the background construction continues on one of many bridges. Yusei rides his Duel Runner along one of the bridges, narrating that it has been six months since the battle against the Dark Signers and that the city and Satellite are now connected. At Sector Security headquarters, Lazar starts to panic that the new Director of the Public Security Bureau has not shown up and the possibility of the Ghosts. After receiving a phone call, his panic starts to amplify. Three white hooded figures arrive at the crater formed by the tablet and gaze up at the stone structure, which remains intact. The trio consists of a old man, a young adult, while the third looks more child-like. Each of them have something covering one of their eyes except for the old man, who has a thing covering his mouth. Sirens are heard, as Lazar and a group of Securities pull up in squad cars. Lazar makes his way over to the trio, demanding to know their identities, but the younger adult member points a sword at him. The child-like one speaks a bit and starts to titter. Lazar realizes who they are and drops to his hands and knees, bowing to them, seeing that they are members of Iliaster (in the dub, the child informs Lazar that they will all act as the new Directors). At night time, a man on a Duel Runner gets chased by a monster, who is barely visible in his visor. Later that night, Security are investigating the incident, where they now have the man in a body bag (cut from the dub). Mina and Trudge, who has been promoted to chief, arrive at the scene and show their IDs, granting them entry. They are shown the man's now very mangled Duel Runner. Later over at Yusei, Crow and Jack's basement, the boys are working on a new Duel Runner engine. Crow, dressed in his Blackbird Delivery outfit, challenges Jack to a race. Jack is mounted on the new Duel Runner, which is fixed in its spot. He says he won't lose to Crow and continues to push the speed of the Runner. Yusei warns him to stop before it overloads, but Jack can't hear him over the noise and continues to accelerate, resulting in an explosion. Outside, clouds of smoke burst out of the building, startling many people in the area. Inside everyone is okay, but the Runner is now in pieces. As Crow and Jack start to bicker, people gather around an overhead window, starting down at them. An old lady named Zora appears at the entrance to the basement and starts yelling at Jack and Crow for causing such a commotion. After spotting Yusei, she calms down and starts to act more affectionately. Trudge and Mina's squad car pulls up outside the residence. They start to talk with Yusei, Jack and Crow. Yusei shows the remains of the Duel Runner, they'd been working on, while Crow and Jack tell them of their plans to enter the World Turbo Grand Prix. Trudge tells them about the Ghost, prompting Crow to mention the rumors he's heard of how the Ghost forces people into Duels. Trudge tells them about the tournament's new rules, which means they'll be using "Speed World 2" instead of the standard "Speed World". Trudge wants Yusei, Jack, and Crow to help in the capture of the Ghost but Crow refuses and rushes Mina and Trudge out and bolts the door shut behind them, saying the three of them have much to do with getting ready for the tournament. While leaving, Mina and Trudge continue to discuss the Ghost matter in their car. That night Trudge orders a group of Duel Chasers to spread out over the bridge in search of the Ghost. Trudge rides his Duel Runner, along a highway, remembering his first Turbo Duel with Yusei. The Ghost shows up on the monitor of Trudge's Duel Runner. Trudge notices his "Speed World 2" has been activated by the Ghost and he engages in the Turbo Duel with the Ghost. The barriers along the road light up, saying it is now a Duel Lane. Trudge goes first and Summons "Samurai Sword Baron" and ends his turn. The Ghost Summons "Wise Core" and Sets two cards, ending his turn. Trudge questions this Duelist, as he played a monster with 0 DEF. Trudge Summons "Jutte Fighter" and tunes it with "Samurai Sword Baron" to Synchro Summon "Goyo Guardian". Using "Goyo Guardian", he attacks "Wise Core", but Ghost stops the attack with "Negate Attack". Trudge activates "Speed Spell - Count Up", sending the "Gonogo" in his hand to the Graveyard to up his Speed Counters to four. He removes four of them from "Speed World 2" to inflict 1600 damage to Ghost as Trudge has two "Speed Spells" in his hand. Trudge slows down and his Duel Runner falls behind Ghost's. Trudge also reveals that "Speed World 2" no longer reduces Speed Counters due to damage. Ghost activates "Spark Breaker" destroying "Wise Core" and Special Summoning "Machine Emperor Wisel ∞" (which is later revealed to be made of 5 separate monsters). The effect of "Machine Emperor Wisel ∞" absorbs "Goyo Guardian" and gain ATK equal to the ATK of "Goyo Guardian", raising its ATK to 5300. "Machine Emperor Wisel ∞" then attacks Trudge directly. Back at Yusei's basement, the screen on his computer goes fuzzy. Back on the highroad, there's a explosion, where Trudge was dueling. Crow later passes by and hears Security sirens. He looks over and sees Trudge wrapped in bandages being put into an ambulance. Yusei and Jack rush into the hospital, where Crow and Mina are already waiting. Trudge is wheeled past them on a stretcher. He warns Yusei not to Synchro Summon against Ghost, before being taken into a operation chamber. Back at their basement, Crow slams his fists off the wall in annoyance with what the Ghost did to Trudge. Yusei tells him to stop whining and chucks him his helmet. The three of them ready their Duel Runners and take off in search of the Ghost. They split up at a highway. At 3:10 a.m., Yusei comes into contact with the Ghost. He alerts the other two and activates "Speed World 2". The road become a Duel Lane and other traffic pulls out of the way. Security notes the Duel and grants authorization. They set up the circuit, by raising the roadways and adding side ramps. The Ghost goes first and Summons "Wise Core". He Sets one card in his Spell & Trap Card Zone and ends his turn. Yusei Summons "Max Warrior" and uses it to attack "Wise Core". "Max Warrior's" ATK raises to 2200, due to its effect. Ghost activates "Labyrinth of Kline", reducing the Battle Damage to 0 and preventing "Wise Core's" destruction. "Max Warrior's" ATK drops to 800. Yusei Special Summons "Turbo Booster", using its effect and Releases it to destroy "Wise Core". Ghost laughs and uses "Wise Core's" effect, Special Summoning "Machine Emperor Wisel ∞", "Wisel Top", "Wisel Attack", "Wisel Guard" and "Wisel Carrier". Using the effect of "Wisel Infinity", Ghost combines the 5 components.

In Satellite, people discuss the appearance of the Earthbound Immortal and the disappearance of the people used to Summon it. One guy states that it's at least got nothing to do with them. In an abandoned building overhead, Crow shouts down that it has everything to do with them. He introduces himself as an ally of justice, who's passing by, before mounting his Duel Runner and soaring over his audience in the direction of the B.A.D. The spectators advise against it, as he could get offered to Summon a monster. Crow advises them to go somewhere safe, and warns the Dark Signers that he is coming. Yusei reflects on what Goodwin said about the Dark Signers; that they are no longer of this world and worries about Kalin. Luna looks at him in concern. Sitting nearby, Akiza observes that he's suffering. Luna is surprised to hear Akiza too knows how Yusei is feeling. Akiza explains that since Yusei cherishes the bonds between friends, having someone close become a Dark Signer is difficult for him. Akiza inquires if Luna is ready to fight. Luna feels she'll be okay, she tells Akiza while remembering Ancient Fairy Dragon, since she has a reason to fight. Akiza finds it remarkable for someone Luna's age to feel as such. Yusei walks by and Luna approaches him to say something. Yusei tells her he'd rather be alone and exits the room. Akiza gets up to leave somewhere else. Luna stands alone to worry over Yusei, while Jack watches from the stairway overhead. In Goodwin's office, Lazar contacts him via monitor to say everything is running smoothly. Outside Yusei sits on a bench, moping about Kalin. He sees Jack approach him and admits to feeling responsible if Kalin is really dead. He continues to blame himself and comes close to crying as he wonders what he's going to do. Jack seizes Yusei by the collar, says he'll tell him what to do and delivers a massive punch to Yusei's stomach. Akiza walks through a garden admiring the roses. She reflects on a conversation she had with her parents. Back then Akiza decided to fight the Dark Signers as a Signer. Setsuko would have preferred if she didn't undertake such a dangerous tasks, as they have just become a family again. Akiza had been happy they had accepted her without turning back, that's why she felt she couldn't turn away from this either and considered it her duty. Setsuko didn't understand how it was her duty. Akiza explained the Arcadia Movement's motives to bring the world into chaos and she had been one of their members. Setsuko argued back that it wasn't her fault, she was being used. Although Akiza agreed, she can't let things pass, as a disaster is about to hit New Domino City. If her powers have a purpose that involves helping people, she thinks this is it. Hideo was concerned about her powers, if she can't fully control them, they may turn against her. Since she wants to do something she wholeheartedly believed in and will have Yusei on her side, Hideo gave his blessing. Setsuko was still concerned, but Hideo encouraged her to have faith in their daughter as she had found what she truly must do. In the present, Akiza thanks her father. Inside the mansion's dining hall, Leo excitedly helps himself to plenty of food, towering it up on his plate. Luna finds him and dashes over. Leo invites her to have some of the food, but she tells him off for being the only one who's relaxing. While he argues that it would be waste of good food otherwise, Luna tries to tell him there's no time for that. Leo counters all Luna's points saying he doesn't care since he's not a Signer. Luna gives up and tells him to go picnicking in Satellite for all she cares, and begins to walk away. Leo lowers his head and ashamedly admits that he won't be going. Luna stops walking and turns her head slightly. Leo then repeats what he said, but this time says he won't be going to the Satellite. Luna fully turns to face him and asks what he means. Leo then turns away from her. Luna says his name worriedly (in the dub she stays silent, and Leo says "I think It's time we part ways. Crow paces through the B.A.D. planning to take care of one or two Dark Signers before Yusei returns. He spots Lazar making his way up a stairs below him. Mistaking him for a Dark Signer, Crow fires down a lasso tying him up. After jumping down to meet him, Crow finds the rope is now around a pipe, with Lazar nowhere in sight. Lazar emerges from behind a large piece of debris, snickering that Crow can't catch him with that. Lazar continues to laugh as he runs away, having Crow chase him into a warehouse. On entering Crow has lost Lazar, but the man appears on a crane gradually lowering itself. He says he is neither hiding nor running and that Crow shouldn't be here right now. Crow laughs that he was right about Lazar being a Dark Signer. Lazar stats that has been a misunderstanding; he had thought Crow to be the Dark Signer with his criminal markings. The crane reaches the ground and Lazar hops off. He slides a projector out of his sleeve that contains info on marked criminals. Glancing at Crow's profile, he sees he is acquainted with Yusei and Jack. Crow now believes Lazar is not a Dark Signer (in the dub he still does), but demands to know who he is. Lazar apologizes for not doing so earlier and introduces himself as the right hand man of Director Goodwin of the Security Maintenance Bureau, Lazar. He advises Crow not to approach the hole in the area and turns to leave. Crow launches a Duel Disk cuff onto Lazar's Duel Disk, forcing him into a Duel. Crow demands to know why he's here and hadn't his boss told Yusei to defeat the Dark Signers. It being classified information, Lazar says he is not obligated to tell a sewer rat such as Crow. Crow yanks at the cuff and asks who he's calling a "sewer rat" and being a "demon clown", Lazar is in no position to talk. Remarking that Crow is quite a fool, he agrees to Duel. Crow attaches the other end of the cuff to his own Duel Disk and remarks that this will serve as warm up before beating the Dark Signers. Lazar snickers and both players ready their Duel Disks. Crow goes first and Summons "Blackwing - Bora the Spear" in Attack Mode. Whipping out his projector, Lazar reads that Crow's Deck is centered around the "Blackwings". Crow Special Summons "Gale the Whirlwind" in Attack Mode. He Sets a card and ends his turn. Lazar observes that Crow has played both a Tuner and a non-Tuner, but hasn't performed a Synchro Summon. Crow laughs and invites Lazar to take his turn. Jack punches Yusei again and claims that seeing Yusei look at him like an abandoned pet dog for losing to Kalin makes Jack sick. He asks where the Yusei Fudo that dragged him off his throne as King and humiliated him has gone. He claims it wasn't Kalin that died, but Yusei. Although Kalin was once their friend, Jack says he is now their enemy and they must fight him. He orders Yusei to deal with it. Jack makes another swing at Yusei again, but both end up simultaneously punching each other in the cheek. Yusei grasping his pride, claims he is not dead. Jack smiles to see Yusei this way. Luna asks Leo why he said he isn't coming to Satellite. Leo turns to her and says that he get's carried away sometimes, and says that's why when people start saying he needs to be a hero and protect his little sister, even he starts feeling that way, and finishes by saying It's stupid. He then says that after he lost to Sayer, Leo admits sadly that he doesn't think he can be a hero. Luna begins to tear up, and says his name. He turns from her, and discloses how he'd used to feel Luna was a pain, since her frailness prevented him leaving the house, so he couldn't go to tournaments or any of the King's autograph sessions. Luna admits that she had knew and had always wanted to apologize. She apologizes (In the dub, Leo interrupts her before she can her apology through.), but Leo tells her there is no need and she'd only be putting him to shame, since she's "awesome", she's a Signer, a reincarnation of an ancient warrior, completely different from him, which causes Luna to widen her eyes in shock. He explains that he now feels that he is the one who is holding Luna back and if he went, he'd only be getting in the way. He tries to cheer up the mood, saying he'll still be cheering her on, but Luna starts to cry; as she is also scared and had hoped to have Leo with her when she needs him. She doesn't expect Leo to be a hero, but just there to protect her, like he has always done (in the dub Luna says "I don't care if you're not a signer. You're my brother, and that…that makes you my hero). Outside Yusei and Jack sit around on the grass. Yusei thanks Jack for opening his eyes. (In the dub, Yusei adds that Jack's words hit harder than his punches.) With the Dark Signers pushing the world into danger, Yusei is concerned about his friends in Satellite and what he holds dear. Jack is familiar with Yusei's same old routine and acts unmoved, but takes Carly's glasses out of his jacket and thinks to himself that he also has things to protect. A distance away, Mina watches the two. Seconds later, Akiza approaches the boys to tell them she shall fight with them. She is followed by Luna, who is glad to hear Yusei will be going. Next Leo approaches the group. He says that he now knows Yusei is cool because he always fights with belief in himself. He approaches Jack, saying he's also cool, even if he's not King anymore. That's why he plans to be cool just like them. Jack is upset by Leo's comment and tells him off, remarking that a brat like him can never be cool. But to no avail, as Leo repeatedly says that he will. (In the dub, Leo say's Jack's awesome, even if he isn't the best anymore, to which Jack replies that "Just because I lost doesn't mean I'm not the best." Even if Leo assures that he will keep looking up to him, Jack then adds that he will always be the best. Leo then continues to pester him about not being the best anymore.) Lazar sets 3 cards in his Spell & Trap Card Zone and ends his turn. Crow is surprised that he didn't even Summon a monster and asks did he not have any monsters in his hand. Although he did have monsters, Lazar snickers and passes play to Crow. Crow wants to wrap things up quickly, but remarks that Lazar's 3 face-downs will pose an issue to that. (In the dub, Crow thinks that Lazar's expecting Crow to attack, hence the face-downs.) Regardless, he tries to initiate a swift attack. He first attacks with "Bora the Spear", but Lazar activates "Imperial Manners", which is why he had Summoned no monsters. Both of Crow's monsters are about to be destroyed, but Crow activates his own face-down, "Urgent Tuning" in the hopes of using his monsters for a Synchro Summon, rather than have them destroyed. Although he sees it as a waste of his trump card, it looks to be his only option. Lazar however chains "Discord", disallowing Synchro Summons. "Imperial Manners" resolves, destroying Crow's monsters. Crow is shocked at Lazar's tactics, but Lazar had guessed he was planning to perform a Synchro Summon, judging by Crow's first move. Crow tells him not to get cocky and Sets a card, ending his turn. As Lazar begins his turn, he asks Crow, why he has entered such a dangerous area. Crow retorts back that it's obvious; his surefire combos are going to beat the Dark Signers. Lazar instructs him to drop the matter, as he is no match for the Dark Signers. Crow argues back that it's the duelists with a heated fighting spirit that win in the end. Lazar compliments him in a patronizing way, before declaring that he will show him where he stands. Lazar Summons "Jester Lord" and has it attack Crow directly. Crow finds this odd as "Jester Lord" has 0 ATK, but Lazar explains that since "Jester Lord" is the only monster on the field, it gains 1000 ATK for every Spell and Trap Card on the field, giving it 3000 ATK. Crow plays "Dust Tornado" targeting "Discord", in the hopes of having the 2 Traps removed, hence dropping the ATK of "Jester Lord" to 1000. Lazar chains "Imperial Custom", preventing the destruction of "Discord". With "Dust Tornado" gone, "Jester Lord" has 2000 ATK and attacks Crow, dropping his Life Points to 2000. Crow laughs that Lazar is good and wouldn't have expected such crazy dueling from someone in the Bureau. Lazar thanks him and complements him on decreasing the ATK of "Jester Lord". Crow embraces himself to enjoy the Duel, for what it's worth.

Yami Yugi enters the Doma building. The lobby is empty and one elevator is descending there: when it opens, Mai's soulless body collapses on him. He notices a ghostly feather and a fog. He wonders if it's a feather from "Harpie Lady" but he seems to realize it isn't the case. He then enters the elevator and ascends to the roof to meet his opponent. As Yami Yugi suspected, the feather belonged to "Guardian Eatos". Yami Yugi accuses Rafael of having defeated both Mai and Joey, given how he hands Yami Yugi "The Claw of Hermos". Rafael corrects him: Joey lost to Mai. Mai then came here and confronted him demanding to know Dartz's whereabouts. Rafael challenged her and used "The Seal of Orichalcos" against her. Even though she'd been wielding "Hermos", she apparently wasn't able to use it. Rafael is not moved by the losses of his two companions and he doesn't seem to be moved by anything as well as affirming that everything is a part of Fate. As they talk, a strange ghostly serpent-like shape flies across the world's skies, obscuring the stars: it is being noticed by people around the world. Kaiba and Mokuba meet up with Tristan and Téa, who are carrying Joey's shell. They suddenly are forced to climb up some emergency stairs to escape a swarm of rats rushing across the streets. Everyone wonders if it's a sign of something. Within the depths of the ocean, the Orichalcos god is growing in strength and opens an eye: it seems to be gazing at something. Rafael tells Yami Yugi that he will fight him for the sake of the "new age" and it being a part of Fate. Yami Yugi shots back that he also wants to Duel Rafael but that's not "Fate", it's because Rafael is a true Duelist. Rafael keeps on insisting everything was arranged by Fate: this time, Yami Yugi's soul shall be seized to revive the Orichalcos god. As if to prove his point, he brings out a "The Seal of Orichalcos" card and shows it to Yami Yugi. Rafael then puts it on his own Deck and he and Yami Yugi shuffle each others' Decks. Yami Yugi claims to Rafael that he won't fall for the same trick twice. Rafael employs the same strategies in the Duel as he did in his previous Duel with Yami Yugi. Yami Yugi tells Rafael that he's sure that he won't use "The Seal" because he wants to protect his monsters. Rafael admits that though Yami Yugi's right about him wanting to protect his monsters, when you accept the "Dark" of your heart, then "Light" shines in the "Dark" and the answer (to Fate) comes out. Since Yami Yugi can't use it properly, Rafael will show him the true power of the "Seal". He plays the "Seal" just as Kaiba and company reach the scene.

Sherry, while on the run for her life due to the card she possesses, decides to break into Sector Security's headquarters. At the same time, Yusei and Bruno are at the headquarters as well. While Yusei talks to Trudge and Mina about Bruno's situation, a report reaches them that a time bomb is inside the building, while everyone is still in the building. An evacuation is announced, but Yusei and Bruno see Sherry and run after her. As Sherry proceeds to the central computer terminal, Elsworth begins to shut the door. Bruno gets through, but the door is locked before Yusei can follow. Elsworth then wires his Duel Disk to the door, announcing to Yusei that it is now impossible for the door to be unlocked unless he is defeated in a Duel. Yusei accepts this. During the Duel, he finds Elsworth's tactics to be aimed at eliminating enemies, regardless of cost to self. When he asks Elsworth why he is so devoted to supporting Sherry and her mission, Elsworth refuses to answer. Meanwhile, Sherry has activated the computer for analysis of the "Z-ONE" card, in an attempt to find any clue as to why this card was so important as to drive someone to murder her parents. Before she can begin, Bruno confronts her. She attacks Bruno, who can only dodge, insisting he does not want to fight her. However, her determination to find the motive behind her parents' murder won't let her stop without analyzing the card. When she is about to administer a lethal attack, his eyes glow red and he parries it, throwing her across the room with ease. Though she lands ready to continue the fight, he seizes her by the throat, stopping just short of punching her when he sees the "Z-ONE" card. He takes the card and she asks for it back, as it has the truth she's been searching for. At these words, Bruno returns to normal and releases her. He volunteers his expertise with computers to conduct the analysis, sympathizing with her search for the truth about herself. After Yusei wins the Duel, he and Elsworth go to rejoin the others. The analysis has finished and Bruno and Sherry are surprised to find that no anomalous features have been discovered in the card. But even this surprise is surpassed when the terminal surges with a storm of energy and Yusei runs to them as they are enveloped in a burst of light. The three find themselves in a cyber-like plane. Looking around, they see a strange mechanical object with an eye staring right at them. Even as they look at it, they are scanned with a strange frequency and are rendered unconscious. They wake up back in their world, though they are now far from the headquarters. Elsworth, who knew nothing after the burst, acknowledges his debt to Yusei for not turning them in to Security. He carries the still-unconscious Sherry away, leaving Yusei and Bruno to wonder what just happened.

An announcer introduces the King of Turbo Duels to an excited crowd to which Jack Atlas then rides out onto the track, announcing his arrival to his fans. In the meantime, Yusei rides through the deserted and destroyed ruins of a subway. Throughout New Domino City, the MC is announcing Jack's current Duel through various means to anxious audiences. Back at the track, both Jack and Hunter Pace begin the Duel by activating their "Speed World" Field Spell Cards, turning the stadium a bright lilac color upon activation, amazing the audience in the process. The MC explains the rules of Turbo Duels to the audience, informing them that due to "Speed World" being active, ordinary Spell Cards cannot be activated and that Duelists must rely on their Speed Counters. The Duel then begins with the MC announcing that Hunter takes the first move. As time passes, Hunter is shown to have an advantage with "Skull Flame". However Jack makes a quick comeback, easily Synchro Summoning his "Red Dragon Archfiend" and attacking "Skull Flame", winning Jack the Duel. In the meantime, Yusei's Duel Runner's engine has failed, causing it to break down. The MC announces Jack's victory to the audience, stating how he is still undefeated. Yusei then looks up through a crevasse in the road above at the moon. Yusei pushes his Duel Runner back to his hideout to see his friends Nervin, Blitz and Tank are watching an interview with Jack after his current Duel on Yusei's television. The MC questions Jack on an instance in the duel where he struggled against Hunter's Trap Cards. In response, Jack snatches the microphone off of him and replies that if he went full-throttle at the beginning and defeated Hunter easily, the Duel would not have been entertaining for his audience, which received positive feedback from his fans who cheered. As his friends are fixated with the interview, Yusei revs his Duel Runner's engine, causing them to quickly turn the television off and talk to him. Tank apologizes for interrupting Yusei in his own home. Yusei's friends inform him about Jack's Duel and how easily he toyed with Hunter. Yusei responds by saying he must have been a weak Duelist. They then question Yusei about his previous Duel Runner which Jack stole three years prior. Their conversation is swiftly interrupted by Rally, who excitedly runs down to the hideout, asking his friends for Yusei's whereabouts. He then runs to Yusei and hands him a brand new Duel Runner chip. Blitz questions Rally about where he found it and Rally responds that he found it among the garbage in Satellite, but is not believed. Yusei then programs the new chip into his Duel Runner and tests it out, amazing his friends with how much it powered up his Duel Runner. Just as Rally tells Yusei to try it out, Sector Security appears above the hideout, telling Rally to come out as he stole the chip. They also explain that his marker allows them to track him where ever he goes. This causes Yusei's friends to begin arguing, but Yusei quickly intervenes, using his marker jammer to prevent Security from tracking Rally so they can escape whilst he draws them away on his Duel Runner. As Yusei exits, he is quickly followed by several Security vehicles. Whilst driving, Yusei is amazed by the speed output of his Duel Runner thanks to the new chip. He leads the Security officers to a desolate tunnel entrance. One officer, Tetsu Trudge steps out of his car and questions Yusei on who he is and where he got his Duel Runner from, to which Yusei proposes a Duel. Trudge questions Yusei on whether or not he even has cards to which Yusei shows him his Deck and slots it into his Duel Runner. Yusei states that if he loses, he will go with him willingly. The other officer protests, but Trudge tells him to be quiet and agrees to Yusei's offer. The other officer then tells his colleagues that it is no use and they leave. Yusei tells Trudge that even though he is an officer, he respects him as he is a Duelist to which Trudge calls Yusei "trash". They then both get onto their Duel Runners, prepare "Speed World" and drive off into the tunnel. The duel begins with Trudge Normal Summoning "Assault Dog" and Setting one face-down card, ending his turn. Yusei then begins his move, with both of their Speed Counters increasing to one. He Summons "Speed Warrior" which dashes forward from Yusei's Duel Runner. Trudge mocks Yusei for Summoning a weak monster as it cannot defeat his "Assault Dog". However Yusei speeds up, with the effect of "Speed Warrior" activating, doubling its ATK to 1800. Trudge again insults Yusei by calling him "trash", which annoys him before attacking Trudge's "Assault Dog", inflicting 600 damage. Trudge Special Summons another "Assault Dog" from his Deck as one was destroyed by battle. Yusei Sets one card and ends. Trudge Releases his "Assault Dog" to Summon "Handcuffs Dragon". He attempts to attack Yusei's "Speed Warrior", but Yusei responds with "Scrap-Iron Scarecrow" in an attempt to negate the attack. Although Trudge is surprised, he was prepared and activates "Wiretap", negating the effect of "Scrap-Iron Scarecrow" and returning it to Yusei's Deck. He then continues his assault with "Handcuff's Dragon", which traps and destroys "Speed Warrior" within its cuffs. Trudge then turns around, and mocks Yusei's Deck whilst overtaking him. Yusei follows him, turning to defensive tactics, Summoning "Sonic Chick" in Defense Position and Setting 2 cards. Trudge begins his turn by discarding "Tactical Espionage Expert", "Guard Dog" and another copy of "Assault Dog" to Special Summon his "Montage Dragon" whose ATK becomes 3000, shocking Yusei. Trudge orders "Handcuffs Dragon" to attack "Sonic Chick", crushing it with its cuffs. Trudge then skids across the track, ordering "Montage Dragon" to attack Yusei directly with "Power Collage", decreasing his LP to 100 and Speed Counters to 1. Trudge swerves around a corner, insulting Yusei and his Deck again. Yusei closes his eyes and believes that his Deck will help him make a comeback, drawing "Junk Synchron" in the process. He Summons "Junk Synchron" and Trudge is shocked to see that he owns a Tuner monster. Yusei then activates "Graceful Revival", resurrecting "Speed Warrior". He tunes his two monsters to Synchro Summon "Junk Warrior". Yusei then activates a Speed Spell Card, "Vision Wind", reviving "Speed Warrior" causing the ATK of "Junk Warrior" to increase to 3200. Trudge is twice more shocked to see someone from Satellite with a Synchro Monster and Speed Spell. Yusei orders "Junk Warrior" to attack "Handcuffs Dragon", to which Trudge laughs as "Handcuffs Dragon" decreases its ATK to 1400 and prevents it from changing its battle position. Trudge tells Yusei that his victory is ensured as the two drive onto parallel walkways. However, Yusei responds with his "Equip Shot" Trap Card, attaching "Handcuffs Dragon" to "Montage Dragon" and forcing it and "Junk Warrior" to battle which results in Trudge losing. Trudge's Duel Runner stops, venting steam up into his face. He deprecates himself for losing to that "Filthy scum". Yusei then drives up to him and tells him "Any card, so long as it exists, has the potential to be useful. Someone who'd reject cards by calling them trash like you doesn't have the right to call himself a Duelist." He then drives off, leaving an angry Trudge behind who vows to crush Yusei. Yusei enters a desolate road overlooking a bright New Domino City in the distance. He gets off of his Duel Runner and stares at the city before saying "I'm coming for you Jack".