As Odion's condition begins to stabilise as he recovers in his room, Téa tells Joey that he is lucky to be alright considering the mental strain that Odion suffered during the duel. Although the gang want to know more about what Odion was doing pretending to be Marik, they are unable to ask any questions while Odion is in his current state and while Joey is furious that Marik has shown no interest in how Odion is doing Mai asks him what he expected from their main rival.
As Mai comments that they will all need their friends more than ever now, Joey remembers the dream he had during the duel and tells the gang about it, however as the group head off to see the selection for the next duel Mai asks Joey if she was in the dream and he claims that she wasn't, not wanting Mai to know that he was dreaming about her. Although Joey thinks he has done the right thing, Téa sees that Mai has been hurt by the remark and confronts Joey to tell him how much of a jerk he had just been.
Believing that Joey doesn't think of her as a friend, Mai decides that she can go it alone from here on in and makes her way to the main concourse, however when she gets there she discoveres that Marik and the eighth duellist are yet to arrive. As Joey demands that Marik should be disqualified from the tournament, Kaiba refuses, stating that the tournament is about skills and not names. Kaiba also muses that if Marik were to be disqualified then there would be no way for him to claim The Winged Dragon of Ra, however he does not mention this to anybody else.
As the selector statrs up to decide choose the final two pairings for the first round, Kaiba wishes to be pitted against Marik and as Mai's ball is the first one to be picked the pairing could still go one of three ways. Not concerned with who her opponent will be, Mai makes her way up to the duelling arena before the second ball is picked and as Yugi and the others go to follow her she tells them not to bother.
Meanwhile, as the doctor leaves Odion room, Yami Marik takes control of his mind forcing him to hand over the key card to Odion's room. Entering the room, Marik prepares to send his old friend to the Shadow Realm as an announcement over the tannoy system calls for him to make his way to the duelling arena to participate in the third duel. As Marik arrives at the arena, Mai is waiting for him, confident that she will be able to defeat him, however Yami Marik is also confident that victory will be his.
As she makes her first move, Mai summons Dunames Dark Witch (1800/1050) in attack mode, ending her turn, however as the gang arrive at the spectator's box Yugi is worried to see that Yami Marik has made a familiar first move, summoning Revival Jam (1500/500) in defence mode and then avtivating his Jam Breeding Machine. As Mai asks the gang why they bothered coming, Joey explains that they wanted to support their friend, but as Yugi tries to warn Mai about Yami Marik's strategy she tells him not to interfere.
Amused by Mai's confidence, Yami Marik looks on eagerly as Mai attacks his Revival Jam only to see it return to the field unharmed. Playing Pot of Greed, Yami Marik draws two more cards before using his Jam Breeding Machine to create a Slime Token (500/500). Setting one card face down, Yami Marik is sure that he will be able to render Mai's monsters helpless, however as she activates Harpie's Feather Duster she destroys both his set card and his Jam Breeding Machine before destroying the Slime Token which Yami Marik had produced (YM's LP: 2700).
Not realising that Yami Marik is lulling her into a false sense of security, Mai sets one card and ends her turn. Summoning Melchid the Four-Face Beast (1500/1200), Marik sacrifices it along with his Revival Jam to summon the Masked Beast Des Guardius (3300/2500). However as Marik's monster attacks, Mai activates her Mirror Wall and Yami Marik's monster is destroyed (YM's LP: 2550). As Marik's Masked Beast is destroyed, it leaves behind a mask which gives Marik control of Mai's Dark Witch and with Mai's monster under his control, Marik plays Remove Trap, destroying Mai's Mirror Wall.
Althoguh Tristan is unsure as to whether Mai will be able to pull back against Marik, Joey is confident that she can win however as he tries to offer support Mai tells him not to bother. However as the two argue, Yami Marik is confident that soon all of Mai's friends will be helping him as he uses the Millennium Rod to send the duel into the Shadow Realm. Worried about what could happen not that a Shadow Game has begun, the gang fear for Mai's safety however she refuses to give up, not realising the severity of the situation.
Setting one card on the field, Mai summons The Unfriendly Amazon (2200/1000), however as she does so she notices that there is a purple aura surrounding her monster. As Yami Marik explains that the aura is a sumbol of Mai's mind and that if the monster is destroyed some of Mai's memories will be taken with it. As Mai triea to make sense of what Yami Marik is saying she attacks her Dunames Dark Witch, now under Marik's control, and destroys it (YM's LP: 2350).
However as the monster is destroyed, Yami Marik explains that because the monster was originally Mai's then it is her memories that will be erased. Taking the opportunity to elaborate on what he means, Marik explains that each of their monsters contains the memories of one person that they know and as Mai looks on Marik reveals that her Dark Witch contained her memories of Téa. As Mai tries her best to resist she finds her memories of Téa slipping away and she is quickly not even able to see Téa standing on the sidelines cheering for her.
As Marik informs Mai that she has no chance of being victorious in the Shadow Game and that soon she will be alone in her mind the gang worries whether Mai will be able to survive much longer, knowing that things will only get worse as the duel continues.