Determined to destroy Yugi, Marik informs Joey to throw the Millennium Puzzle into the sea where it will remain until Yugi has been destroyed, however as Joey removes the central piece from the Puzzle and prepares to throw it into the sea, he remembers how he stole that same piece of the Puzzle when he first met and befriended Yugi and is unable to bring himself to do it again, knowing how much it hurt Yugi the first time.

Although Marik is infuriated that Joey is resisting him, his mind puppet is still determined to crush Yugi and demands that Yugi makes his next move. As Yugi's turn begins and his Red-Eyes' ATK returns to 900, Yugi realises that he only has 14 minutes left to break Joey free or lose the duel. Determined that neither of them will lose, Yugi sets two cards before summoning Beta the Magnet Warrior (1700/1600) to the field.

As Yugi ends his turn without attacking, Marik hopes that Yugi is giving in and, as Joey draws his Panther Warrior, Marik sees the perfect chance to win the duel and defeat Yugi once and for all. However as Joey summons Panther Warrior (2000/1600) and Marik orders him to use it to destroy Yugi's Red-Eyes, Joey instead orders his Rocket Warrior, in its invincible mode, to attack Yugi's Magnet Warrior.

Furious that Joey has resisted his order once again, Marik can only watch as Yugi activates his Magic-Arm Shield trap card, redirecting Joey's attack at the Panther Warrior. As the two Warriors collide, Joey's Panther's ATK is reduced by 1500 points thanks to his Attrition magic card and is then reduced by a further 500, to zero, thanks to Rocket Warrior's effect. As Yugi is sure that Joey resisted Marik's control in order to make that attack rather than attacking the Red-Eyes, Yugi is hopeful that he can still free his friend from Marik's control however Marik does not care if Joey resists as long as Yugi ends up being dragged into the sea.

Oblivious to what is happening to their friends, Serenity, Tristan and Duke are still trying to find out where Joey and the others are but as Tristan tries to assure Serenity that Joey is alright Duke suggests that the caped creeps that attacked them may be after Jey as well. Furious that Duke is upsetting Serenity like this, Tristan decides to try and find a duellist who knows where the finals are going to be held in the hopes that he will find Joey there.

Back at Domino Pier, Joey's Panther Warrior's ATK returns to 500 as he ends his turn, but as Yugi's turn begins he sacrifices his Magnet Warrior to summon the powerful Beast of Gilfar (2200/2500), using it to destroy Joey's Rocket Warrior (J's LP: 1700). As Yugi hopes that the attack may have freed Joey from Marik's control, he is shocked to learn that he hasn't succeeded and begins to worry that, even with Joey's Red-Eyes still on the field, Yugi might not be able to save Joey with only 10 minutes left until the end of the duel.

Astounded that none of the duellists around know where the finals are going to be held, Tristan is jealous as he sees Duke holding Serenity's hand and immediately steps in to break the two apart. However as the three continue their search for a qualified duellist the three thugs that have been after them catch up with them and the three are forced to run away once again. As the three run out into a busy street, Tristan tells Duke to take Serenity and run while he goes back to take on the three thugs and as the two run off they are almost run over by the driver of a blue car who seems sympathetic to their plight as Serenity explains what has happened.

With less then 10 minutes left ntil the end of the duel, Marik reminds everyone that Téa is only safe as long as nobody tries to interfere with the duel, unlike Yugi who is far from being safe. Meanwhile, back in the town, Tristan has taken out all three of the thugs and as he learns from one of them that Joey is at Domino Pier the blue car pulls up and the driver, none other than Mai Valentine, calls for Tristan to climb in.

As Mai explains that the thugs sound like the Rare Hunters that people have been talking about, she explains that they are probably targeting Yugi and Joey in order to get their Rare Cards. However as the car continues to head towards the location of the finals, Tristan remembers what the Rare Hunter told him and calls for Mai to turn around and head for Domino Pier where Joey really is. Spinning the car in a sharp U-turn, Mai puts her foot to the floor as the car speeds off in the direction of the pier.

Beginning to look forward to seeing Yugi defeated, Maik is pleased as Joey draws Skull Dice, realising that it could come in handy if he decides to defeat Yugi by eliminating his Life Points. However even with only 8 minutes remaining on the timer Yugi is still hopeful that he can free Joey from Marik's control and as he calls out to his friend to remember how he entered Duellist Kingdom to help his sister, Joey starts to recall supporting his sister at the hospital and the promise he made later on to help Yugi crush Marik and the Rare Hunters.

Even so, Marik's control seems as strong as ever as Joey sets two cards and calls for Yugi to attack him. As Yugi begs for Joey to try and break free of Marik's control, he sets one card before ordering his Beast of Gilfar to attack Joey's Panther Warrior. Glad that Yugi has fallen into his trap, Joey flips his two set cards, Skull Dice and Graceful Dice, however as he prepares to make his dice rolls Yugi activates De-Spell, destroying Joey's Graceful Dice.

As the Skull Dice rolls a 2, the Beast of Gilfar's ATK is halved to 1100 however it is still enough to elminate Joey's Panther Warrior (J's LP: 1100). Meanwhile, Mai and the others have arrived at the pier and as they turn a corner they are surprised to see what looks like a duel going on. With only five minutes left on the timer, it looks like it is too late for Yugi as the four arrive and ask what is going on. Mokuba explains everything that has happened so far and Serenity, hearing that her brother is in trouble, goes to take her bandages off.

Unable to bear Serenity's first sight of Joey being one of him under Marik's control, Téa calls for Serenity not to take off her bandages yet however Joey's little sister is still worried, even as Mai tries to reassure her that everything will be alright. With such a large crowd now gathered to watch the duel, Marik decides that it is only fair to let them see Yugi defeated in a duel, and as Joey draws his next card, Meteor of Destruction, Marik is confident that his next move will finish Yugi once and for all.

Téa: NO, SERENITY! Don't take off your bandages! Joey isn't himself in this duel!