As Yami Bakura and Yami Marik prepare to duel, everyone else aboard the vessel is fast asleep. Joey dreams that he is seeing Mai back on her feet, and as he heads toward her he sees her bound up by the Holding Arms and Holding Legs to the Stone of Ojark, as happened in her previous duel against Yami Marik. Joey wakes up in a cold sweat, madder than ever at Yami Marik.
Meanwhile, Yami Marik laughs at the fact that even though Yami Bakura has the spirit Marik Ishtar backing him up, Yami Marik has switched most of the cards in his deck already. However, Yami Bakura is confident, as he has learned the secret of the Winged Dragon of Ra from Marik. This doesn't faze Yami Marik though, who only laughs and says that Yami Bakura will never be able to use the Winged Dragon of Ra.
Marik steps in and says to Yami Marik that since a part of Marik's soul inhabited Tea for a small amount of time, he was able to hear the story Ishizu told Yugi and the gang, and says that though at first he thought it was Shadi that sent his father to the Shadow Realm, it was really Yami Marik, who was born right when Marik received the tomb keeper's initiation.
Yami Marik shrugs it off, bringing them to the Shadow Realm with the Millennium Rod and begins his duel with Yami Bakura. Yami Bakura leads off the duel, setting one card face-down and play Terrifying Goblin Zombie (1100/1050) in attack mode, ending his turn. Yami Marik counters by setting one card face-down himself and playing Labravo (1600/1100) in attack mode and commanding it to attack the Goblin. However, Yami Bakura activates his face-down Trap card Fearful Earthbound, a continuous Trap that will decrease Yami Marik's Life Points by 500 every time Yami Marik attacks, and increase Yami Bakura's Life Points by 500 every time one of his monsters are destroyed. Yami Marik is not worried, though, as he activates Remove Trap and destroyed the Fearful Earthbound. Labravo then completes the attack, destroying the Goblin Zombie (B's LP: 3500)
Yami Bakura watches in horror as a piece of his right arm fades away into the Shadow Realm, and Yami Marik takes the time to mention that in this Shadow Duel every time a duelist loses Life Points, he will also lose a small part of his body.
Meanwhile, Yugi is asleep beside his Millennium Puzzle and his new Millennium Necklace when the Puzzle begins to glow, and Yugi finds himself within his own mind once again (he first did it in "Aftermath"). He leaves the small chamber of his mind and enters the large, complex chamber of Yami's mind, finding Yami and confiding in him that he is afraid of the great evils that threaten the earth. Yami mentions he still cannot unlock the secrets of his mind, but Yugi is confident that together, they can pull through.
As Yami Marik and Yami Bakura continue their duel, Yami Bakura sets two cards face-down before summoning Girnia (1300/1200) in defense mode. At that, he ends his turn, saying that the Winged Dragon of Ra will soon be in his possession.
Yami Marik remains confident and plays Card of Sanctity, causing both duelists to draw cards until their hands have six cards. After drawing, Yami Marik is frustrated that he still hasn't drawn the Winged Dragon of Ra, and Marik Ishtar tells Yami Bakura that he is perfectly safe from Ra. As Yami Bakura's turn begins, he plays Chasm of Destruction, causing both players to discard their hands and draw brand new ones. However, Yami Bakura loses 100 Life Points for every card he sends to the Graveyard (B's LP: 2900). Plus, monsters cannot attack the turn they are summoned. He then watches as his left arm begins to fade away.
Confused at this tactic, Yami Marik sets one card face-down and ends his turn. Now Yami Bakura's turn once again, he sacrifices Girnia to summon Puppet Master (0/0), then activates its special effect, sacrificing 1000 Life Points (B's LP: 1900) in order to revive three monsters from his Graveyard to the field. As Yami Bakura's chest fades away into the shadows, the Earl of Demise (2000/700), Headless Knight (1400/1700), and Clown Zombie (1350/0) emerge on the field. Yami Marik realizes that reviving three weak monsters means he wants to use the Winged Dragon of Ra, but is still not worried.
Yami Bakura then plays Dark Decimator, which allows him to send one card from Yami Marik's deck to his hand, thus taking the Winged Dragon of Ra and putting it in Yami Marik's hand. Then, Yami Bakura activates Exchange, so Yami Bakura takes the Winged Dragon of Ra from Yami Marik's hand and Yami Marik takes Monster Reborn from Yami Bakura's hand. Still, Yami Marik is not flustered.
Excited that Yami Bakura has the Winged Dragon of Ra and at the chance of getting his body back, Marik is confident that it will be the Winged Dragon of Ra that will trap Yami Marik in the Shadow Realm forever.