As Yami Marik and Yami Bakura continue their Shadow Duel atop the KaibaCorp blimp, Tea awakes to find herself in Bakura's room. However, she is shocked to see that Bakura is gone. Tea figures that Yugi might know where he his, so she goes down the hall and over to Yugi's room. Yugi wakes up, and decides that it is possible Bakura and Marik could be dueling. Tea and Yugi go to the top of the blimp to see the dueling field covered in the purple fog of the Shadow Realm, and calling upon Yami, Yugi prepares to enter the looming fog.
Meanwhile, Yami Marik and Yami Bakura's duel continues as Yami Bakura has lost most of his body and Yami Marik's Life Points are untouched. Yami Marik takes his turn by playing Vengeful Bog Spirit, a Magic card which prevents monsters from attacking the turn they are summoned. Ending his turn, Yami Marik is still confident that he will win.
Marik Ishtar tells Yami Bakura to play the Winged Dragon of Ra, so Yami Bakura sacrifices the Earl of Demise, the Headless Knight, and the Clown Zombie, but as he does, Yami Marik activates his face-down card, Terror Strike, which saps the attack power of the three monsters and adds them to his Life Points (M's LP: 8550). Shocked and horrified, as The Winged Dragon of Ra (????/????) appears on the field, he finds it has 0 ATK. Switching it and his Puppet Master to defense mode, Yami Bakura reluctantly ends his turn.
Yami Marik laughs at Yami Bakura and as has Labravo destroy Yami Bakura's Puppet Master, saying that the Winged Dragon of Ra is next. Marik Ishtar is worried, but Yami Bakura manages to keep his cool.
Meanwhile, Kaiba is still working away at his computer, confused about the Winged Dragon of Ra. He can understand the text on the card, but does not know why. In addition, he knows there are several other effects the Winged Dragon of Ra has that are not written in the text. Figuring he must get the Winged Dragon of Ra as soon as possible, he thinks that once he has the Winged Dragon of Ra, Slifer will be an easy target.
Yami Bakura begins his next turn by, in a shocking move, sacrificing the Winged Dragon of Ra to summon The Dark Ruler Ha Des (2450/1600) in attack mode. Yami Marik does not understand the tactic, but Yami Bakura mentions that Trap cards are useless against Egyptian God cards and that Magic cards only last one turn on Egyptian God cards. Therefore, the Winged Dragon of Ra is basically eliminated from the match, as if it is revived it will be only revived for one turn. Then, because of Vengeful Bog Spirit, it can't attack in the turn it is summoned, so it will have been completely useless.
Yami Marik says that despite this, it will the Winged Dragon of Ra that will bring him victory, but Yami Bakura remains confident and sacrifices three monsters from his Graveyard to summon Dark Necrofear (2200/2800) in attack mode. He then plays Premature Burial and pays 800 Life Points (B's LP: 1100) in order to revive the Earl of Demise (2000/700) in attack mode. Since all three of his monsters were summoned that turn, he cannot attack and he ends his turn.
Marik Ishtar gets angry at Yami Bakura, saying that he is being reckless with "our" Life Points. Yami Bakura argues that it is he in control, and not Marik. Yami Marik laughs that the two "partners" are arguing so much.
Yami Marik says that this turn will be the last, as he plays Monster Reborn to revive The Winged Dragon of Ra (????/????). However, since no monsters were sacrificed to summon it, it has 0 ATK.
Yami Bakura laughs and says that Yami Marik wants to lose, as the Winged Dragon of Ra can't even attack and will be destroyed next turn, as Monster Reborn will only last one turn. However, Yami Marik activates the Winged Dragon of Ra's special ability, Instant Attack, which allows it to attack in the same turn it was summoned. Marik, confused, thinks that he had known all of the Winged Dragon of Ra's abilities when he still had it, but is surprised to see this new one.
Yami Marik then activates the Winged Dragon of Ra's second ability, Point-to-Point Transfer. Yami Bakura is confused to see that Yami Marik is fading away in the shadows, with just a portion of his head remaining. Yami Marik mentions that he paid all but one of his Life Points in order to enfuse the rest of his body with the Winged Dragon of Ra, increasing its power (M's LP: 1). Yami Bakura watches in horror as the Winged Dragon of Ra now has 8549 ATK/DEF, and Yami Marik commands the Egyptian God monster to destroy all of Yami Bakura's monsters (B's LP: 0). Yami Bakura then watches as the Winged Dragon of Ra strikes Marik Ishtar, trapping him in the Shadow Realm forever.
As Yami Bakura fades away into the shadows, he laughs and says that even though he was defeated, he can never be destroyed, and he fades completely away, leaving the Millennium Ring behind.
As the Shadow Realm fades away, Yami Marik picks up the Millennium Ring and sees Yami and Tea standing at the other end of the dueling field. Yami Marik mentions that Bakura is trapped in the Shadow Realm for eternity, then leaves. Yami, furious, leaves as well, and as Tea prepares to leaves, the portion of Marik Ishtar's soul that is still within her takes control, and sends her to Ishizu.
As Yami Marik enters Odion's room again to send him to the Shadow Realm, he is furious to see Odion's bed empty. Blaming his sister, Yami Marik goes out for the hunt.
Meanwhile, sitting in the labyrinth-like chambers of Yami's mind, is Yami Bakura. He says that he truly cannot be destroyed, as a part of him inhabits the Millennium Puzzle from when he transferred some of the power of the Millennium Ring into a piece of the Millennium Puzzle, back when Bandit Keith dueled Yugi.
Mokuba awakes to find Kaiba still working on the computer, and says that he should get some rest for the rest of the tournament tomorrow. Kaiba says he is getting ready, and declares that the next destination is the dueling tower on KaibaCorp Island, where his and Mokuba's stepfather was last seen. He says the dueling tower represents the beginning of a new era for the Kaiba family - that he is the strongest duelist in the world and that it is his empire now.