As Yugi and Joey continue their Death-Duel, Triston is taking Serenity to watch Joey duel, unaware that he is currently possessed and fighting to the death with his best friend.
Triston tries to call Tea, but her phone rings busy, as it's still sitting smashed on the side walk from the encounter with the Rare Hunters. So Triston decides that they'll just have to walk around town and find them.
Back at the duel, Yugi has agreed to take over and try to get Joey to take control, and manages to draw the red eyes Black Dragon. Hoping to get Joey to start remembering, he plays exchange.
Joey comes over to take one of Yugi's cards and sees the Red Eyes. Malik insists Joey take it, but as he reaches for it, he finds he cannot take it from Yugi's hand.
He pulls a card out, and Yugi is relieved to see it wasn't the Red Eyes. It was only card destruction. Malik covers up for this by claiming he didn't need a monster but is shocked Joey didn't follow his orders.
Yugi is pleased, however, because Joey hadn't forgotten his promise back when Yugi won the Red Eyes. Yugi plays the Red Eyes Black Dragon, but it is soon weakened by Joey's Rocket Warrior.
Meanwhile, Triston and Serenity are ambushed by a group of Rare Hunters and they run to an alley where they are cornered. Triston tries to fight, but can't leave Serenity alone.
But when they're about the give up, who should appear to help them out but Duke Devlin, the creator of Dungeon Dice. After tossing dice out at the Hunter to slow them down, they manage to escape from the hunters.
Back at the duel, Yugi fights on as the Red Eyes lays forgotten in the corner of the battle. But he knows he must find some way to use the Red Eyes Black dragon to bring the real Joey back.