Having defeated Weevil's powerful Insect Army, Joeyis still psyched from the win, however Tristan is confused as to why Joey took Weevil's Insect Queen when he could have chosen the more powerful Ultimate Great Moth. However as Joey explains that he didn't take the Moth because he doesn't have the Larvae Moth or the Cocoon of Evolution, Tea suggests that he took pity on Weevil and couldn't bear to take his most prized monster.
As Joey tries to convince Tea that this isn't the case, Solomon explains that such actions are what have made Joey a true duellist who might even be able to beat Yugi one day. Flattered by the remark, Joey decides to find another opponent while he is still excited from his last victory, but, as the gag head off, Tea is worried about how Yugi is doing, not realising that she and the others are being tracked by one of the members of GURUS.
Elsewhere, Marik Ishtar is on his way to Domino by boat and is contemplating his upcoming duel with Yami. Although Marik did not wish for Yugi to get involved in the conflict, since their conversation when Marik took control of Pandora it has become clear that Yugi will not stand by and let his partner be defeated. As a member of GURUS comes up from below deck, he suggests that the time has come for Marik to take control of hip puppet and begin the duel with Yugi.
Somewhere in Domino, a Mime Artist is perched unmoving on a park bench with people gathered around him out of fascination. However as passers by try to get the mime to move, they do not realise that he is Strings, the puppet that Marik intends to use to duel Yami. As Marik takes control of its body, the Mime Artist runs off in search of its prey.
Unaware of the events going on around them, Yugi and Yami are talking by the side of the river. Yugi tells Yami that if it wasn't for him, yugi would have never made all the friends that he has, but Yami claims that this isn't true and that Yugi would have made friends anyway. However as the two continue to talk, Yami senses Strings coming and before the two know what is happening Strings has leapt over the bridge and landed in front of them.
As Yugi realises that Marik must be controlling the puppet, Marik is surprised that Yugi still remembers him after their previous meeting. However as goes on to explain that he is in complete control of String' body, Yami is furious that Marik is abusing his Millennium Item and challenges him to duel. Marik is pleased to be finally duelling the pharaoh, but warns him that the puppet has been ordered to kill him when he is defeated. Unphased, Yami is persistent to start the duel, even when Yugi warns him that Strings has one of the God Cards in his possession.
Over at the museum, Ishizu senses that the duel is about to begin, and worries that she could have done more to try and stop Marik before things got this bad. Meanwhile, Yami Bakura's Millennium Ring has drawn him to the museum and to ishizu's Millennium Necklace, however while he is unsuccessful in tracking down Ishizu's item, he is intrigued to find the tablets describing the ancient battle between Yugi and Kaiba.
As the duel between Yugi and Marik begins, Marik sets one card and then summons Universal Mud in attack mode. Surprised that Marik has played such a weak monster, Yugi is sure that his set card must be a trap and decides to do the same, setting one card before summoning Gazelle, King of Mythical Beasts. However as Yugi ends his turn without attacking, Marik accuses his cautiousness as nothing more than cowardice and, playing the Dorek Worm, Marik also plays Polymerisation to fuse his two monsters together..
As the Humanoid Dorek appears, Yugi is confident that he can find a way to defeat the monster before it can attack on Marik's next turn. Revealing that his set card was not a trap card but actually the Rapid Attack card, Marik uses the card's effect to allow his fused monster to attack, however Yami reveals his own trap card, Fusion Cancel, separating Marik's Humanoid Drake back into its two separate monsters.
Yugi explains that he had realised Marik's plan when he played Universal Mud, a card known for its use in fusions, and had worked out how to combat it. Pleased to see what kind of a player Yugi really is, Marik warns Yugi that although he has depth to his skill levels he can still be defeated. But as Yugi summons Beta the Magnet Warrior, both of his monsters attack, destroying both the monsters on Marik's side of the field and reducing Marik's LP to 3000.
Although Yugi is confident that he is turning the tables, Marik is still sure that victory will be his. As he plays Revive Slime, Marik also plays the Slime Bearer, a machine which produces a Slime Token (500/0) every turn. Realising that Marik plans to use the Slime Tokens as a tribute to summon Slifer the Sky Dragon, Yami sacrifices both of his monsters to summon Buster Blader and attacks the Revive Slime. However while the Slime is destroyed temporarily, it immediately regenerates and Marik's life points are untouched.
As the first Slime Token is generated, Marik sets a card and warns Yugi that in three turns time he will be done for. However Yugi is confident that he can win by defeating Marik's Slime Tokens and warns Marik that he can win in just two turns. However as Buster Blader prepares to attack the Slime Token, Marik reveals his set card, Defend Slime, allowing his Revive Slime to block the Blader's attack.
Explaining that he had already covered the weakness of the Slime Tokens, Marik uses Slime Bearer to generate another Slime Token, leaving only one more left before he can summon the God card. However in order to stop Yugi from interfering any further, Marik also plays the Nightmare Fence, trapping Yugi and his monsters within an impenetrable cage.
With only one turn left until Marik summons Slifer the Sky Dragon, it looks like there is nothing that Yugi can do as long as the Nightmare Fence is on the field. But even against the awesome power of a God card, Yami isn't prepared to give up just yet.