PaniK captures Mai Valentine, challenges her and beats her. Yugi Muto and his friends were recovering from the Shadow Game from the previous episode. They hear a scream and find out that Mai was eliminated by PaniK. Yami Yugi steps in and challenges PaniK to a duel, and wagers all the Star Chips he has to win back Mai's. PaniK rigs Yami Yugi's side of the arena with flamethrowers, but he is not phased.
Featured Duel: Yami Yugi Vs. PaniK
Turn 1: PaniK
Draws a card. Panik Summons "Castle of Dark Illusions" in Defense Mode (ATK: 920 → 1196;DEF: 1930 → 2509) and its effect activates: shrouding PaniK's side of the field in a veil of darkness.
Turn 2: Yami Yugi
Draws a card. Summons "Celtic Guardian" in Defense Mode. (ATK: 1400;DEF: 1200)
Turn 4: Yami Yugi
Draws a card. Summons "Winged Dragon, Guardian of the Fortress" (ATK: 1400;DEF: 1200) in Defense Mode.
Turn 5: PaniK
Draws a card. Summons "Dark Chimera" in Attack Mode (ATK: 1610 → 2093;DEF: 1460 → 1898).
Turn 6: Yami Yugi
Draws a card. Yami Yugi switches "Winged Dragon, Guardian of the Fortress" to Attack Mode and attacks the darkness, revealing Barox and Dark Chimera.
Turn 7: PaniK
Draws a card. Barox destroys "Winged Dragon, Guardian of the Fortress". (Yami Yugi LP: 2000 → 1606)
Turn 8: Yami Yugi
Draws a card. Yami Yugi calls out PaniK for being the boogeyman. He also proclaims that in five turns, PaniK will be defeated. Yami Yugi reveals one of the cards in his hand to dispel darkness: "Swords of Revealing Light" Yami Yugi Summons "Curse of Dragon" in Defense Mode (ATK: 2000;DEF: 1500). Sets another card.
Turn 9: PaniK
Draws a card. PaniK summons "Reaper of the Cards" in Attack Mode (ATK: 1380 → 1794;DEF: 1930 → 2509). Reaper of the Cards attacks Yami Yugi's set card, believing it to be "Swords of Revealing Light" but the attack does not finish. Yami Yugi reveals his bluff and activates his set card, "Spellbinding Circle", trapping Reaper of the Cards. (ATK: 1794 → 1094)
Turn 10: Yami Yugi
Draws a card. Yami Yugi Sets "Swords of Revealing Light" and another card. PaniK has 4 turns remaining.
Turn 11: PaniK
Draws a card. Summons "King of Yamimakai" in Attack Mode: (ATK: 2000 → 2600; DEF: 1530 → 1989). "King of Yamimakai" attacks "Curse of Dragon" but destroy's his own Reaper of the Cards. (PaniK's LP: 2000 → 494)
Turn 12: Yami Yugi
Draws a card. Yami Yugi plays "Swords of Revealing Light", exposing Panik's "Barox", Dark Chimera" and "King of Yamimakai". PaniK has Three turns remaining.
Turn 13: PaniK
Draws a card. PaniK activates "Chaos Shield" increasing his Monsters respective DEF.
- Castle of Dark Illusions (DEF: 2509 → 3200)
- Barox (DEF: 1989 → 2600)
- Dark Chimera (DEF: 1898 → 2600)
- King of Yamimakai (DEF: 1989 → 2600)
Turn 14: Yami Yugi
Draws a card. Yami Yugi summons "Gaia The Fierce Knight" in Attack Mode (ATK: 2300; DEF: 2100). Yami Yugi activates his "Polymerization" to "Fusion Summon" "Gaia the Dragon Champion" (ATK: 2600;DEF: 2100) PaniK has two turns remaining.
Turn 15: PaniK
Draws a card. PaniK Summons "Metal Guardian" in Defense Mode (ATK: 1150 → 1490;DEF: 2150 → 2795)
Turn 16: Yami Yugi
Draws a card. Yami Yugi Summons "Catapult Turtle" (ATK: 1000;DEF: 2000) and activates its Effect, using the catapult to launch Gaia the Dragon Champion into the Castle of Dark Illusions, and raising its ATK power (ATK: 2600 → 3200) breaking its flotation ring. (Yami Yugi LP: 1606 → 300). PaniK has 1 turn remaining. PaniK is unfazed and is prepared to switch all his monsters to Attack Mode and deplete Yugi's Life Points. However, Yugi points out that the Castle of Dark Illusions is still floating without it's flotation ring because of the Swords of Revealing Light.
Turn 17: PaniK
The Swords of Revealing Light vanish and the Castle of Dark Illusions falls. PaniK orders his monsters to run but the Chaos Shield barrier acts like a cage, trapping them inside. The Castle crushes Barox, Dark Chimera and King of Yamimakai and depleting the remainder of his Life Points. (PaniK's LP: 494 → 0)
Yami Yugi wins.
PaniK is sent to the Shadow Realm and Mai gets her star chips back.
- When the numbers displayed the monsters' ATK and DEF as PaniK assessed his situation, "Dark Chimera's" DEF was shown as 1989.
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