As Mai tries to work out what Yami Marik has done to her, she can hear Téa's voice calling to her but is unable to make out where the voice is coming from. As the gang wonder why Mai is ignoring Téa, Yugi realises that Yami Marik was telling the truth before and that he has erased Mai's memories of her friend. Amused to see that the others are beginning to work out what is happening, Yami Marik is confident that soon all of Mai's memories will be gone forever.

Setting one card, Yami Marik summons Makiura the Destructor (1600/1200), equipping it with the Black Pendant to raise its ATK by 500 points. As Yami Marik prepares to attack, announcing to Mai that she has no chance against a duellist with his experience, Mai activates her Amazon Archers trap card, reducing Marik's monster's ATK by 500 points making it weaker than her Unfriendly Amazon.

As the two monsters clash, Yami Marik's monster is the one that is destroyed (YM's LP: 1950) along with his memories of Strings however Yami Marik merely thanks Mai for removing his memories of his servant explaining that he wants to be alone. Although the attack may have finished, Yami Marik is far from finished as he explains that the Black Pendant deals 500 points of damage to his opponent when it is sent to the graveyard (M's LP: 3500). He then goes on to explain that when Makiura the Destructor is destroyed he is allowed to activate a Trap card from his hand.

Playing his Rope of Life, Yami Marik revives his Destructor with an extra 800 ATK points and uses it to destroy Mai's Amazon. As Mai's monster fades away she senses her memories of Joey beginning to fade away and tries her best not to lose them. Remembering how she has been alone all her life, with her parents moving around so often when she was a child, the only time that Mai found true friendship was after she met up with Yugi and the others at Duellist Kingdom.

Unable to break Marik's Shadow Spell, Mai's memories of Joey fade completely and she is unable to see him as he calls to see if she is alright. Confused as to why Mai isn't answering him, Joey looks to Yugi for answers and he explains what Yami Marik is doing. Determined not to let the twisted game go on any longer, Yami decides that the time has come to show Mai that she is not alone and, using the power of the Millennium Puzzle, he is able to penetrate Marik's Shadow Magic.

Discovering Mai wandering alone in the darkness, Yami calls out to her like a beacon of light and tells her than everything she believes to be real is merely an illusion which will fade if only she can defeat Yami Marik in the duel. Although Mai is unsure as to whether she has the strength to win she hears Joey's voice calling to her again and decides to keep on going in the hopes that she can still win.

As Mai regains some of her confidence, Yami Marik is furious that Yugi managed to break his spell. Summoning her Amazon Chain Master (1500/1300), Mai sets one card and taunts Yami Marik to attack her, however her new found confidence seems misplaced as Yami Marik summons Holding Arms (500/0) and uses its effect to prevent Mai's Chain Master from attacking for three turns. Fearing for Mai's safety, Yugi tries to convince Yami Marik to stop the Shadow Game and duel normally however he insists that the two games are intertwined.

Confident that she is not yet defeated, Mai calls out to Yugi to have faith in her as she activates Grave Arm. While Yami Marik informs her that his Holding Arms cannot be damaged by anything during the next three turns, Mai reveals that she is using the card on her own monster. With Mai's monster sent to the graveyard because of her own move none of her memories are destroyed. Not only that, but her Amazon also allows her to draw a card from Yami Marik's deck.

Knowing exactly which card she wants, Mai chooses Marik's God Card, The Winged Dragon of Ra, however while she is pleased to have the chance of test driving it before she claims it as her prize Yami Marik is not concerned, sure that she will be unable to control the card if she does manage to summon it. Also, with no monsters on her side of the field and two monsters on Marik's side, Mai realises that gathering enough monsters to tribute won't be easy.

Nonetheless, Mai is not dissuaded as she sets two cards and summons her Amazon Fighter (1500/1300). Amused that Mai is still relying on her weak Amazon monsters to win, Yami Marik attacks, but as he does so Mai activates Amazon Magician, swapping the ATK points of their two monsters and destroying Yami Marik's revived Destructor (YM's LP: 1050).

As his memories of Arkana fade away, Yami Marik reveals that he set Mai up as he activates his Trap Card Card of Last Will, a card which allows him to draw five cards when the ATK of one of his monsters is lowered. Not only that, but Makiura's effect is activated once more and Yami Marik plays Nightmare Wheel. However before Marik's Trap Card can begin to take effect, paralysing Mai's Amazon and dealing her Life Points 500 points of damage each turn, Mai activates Rescue Operation to call her Amazon Fighter back to her hand.

Annoucing that her card also allows her to Special Summon one monster from her hand to the field, Mai explains that she isn't foolish enough to summon Ra that way as its ATK and DEF would both become 0. Instead she summons Cyber Harpie (1800/1300), hoping that she will draw Elegant Egotist in order to triple her Harpies and summon Ra. Drawing and playing Graceful Charity, Mai is fortunate enough to draw the card she needs.

Activating Elegant Egotist, Mai transforms her one Cyber Harpie into a trio of the winged beasts. Sacrificing her three monsters she summons The Winged Dragon of Ra, however as the wind begins to build up and the sky lights up with the glow from Ra's body, Mai is horrified to see that the God card is locked inside a spherical ball which she has no idea how to open.