Mai's Motives.
- Mai and Joey are in a Duel, but he is not fighting back because the "Seal of Orichalcos" is already in play, and defeating Mai would mean the loss of her "soul".
- Mai recalls having fought in Duel Monsters tournaments and won, but the victories were not really meaningful. When she was alone, she still remembered the fear from her Punishment Game, and she knew there was still the chance of such a loss.
- In such anxiety, she met Valon, who offered a way for her to find power which would mean she could never be defeated. He introduces her to Dartz (this is the first time he announces his own name), who convinces her that her only solution is to keep on wining. He granters her the power of the Orichalcos.
- Valon is watching Mai duel Joey now, as is Rafael, though Valon is far more interested in Mai's progress.
Meanwhile, elsewhere.
- Duke, Weevil and Rex find the destroyed gasoline stand from the previous episode. Otogi quickly assumes something bad happened, given the remains of one bike and decides to rush towards the I2 building.
- Kaiba's jet is also heading towards there at the same time. Mokuba is trying to contact I2, but is unable to. Kaiba expected it: the reason Alister lured him out to Duelist Kingdom (island) was so that his 'accomplices' could deal with the real Pegasus.
Indecision.
- Yami is disposed to try to break the "Seal" with the Millennium Puzzle, but Valon reminds him that's in vain. Rafael claims that he will fight him next, to which Mai interjects and claims her own targets. Rafael scolds her for wanting to rebel against orders, but Valon doesn't mind. Rafael also spots Yami examining the "The Eye of Timaeus" and thinks that, no matter what power it has, it cannot interfere.
- Joey becomes resigned to the fact that Mai is not to be shaken from her Duel, and he Duels back, but only playing defensively. Mai rips through such tactics, taking an early lead.
- Joey resorts to Scapegoat, a favorite stall tactic of his, but Mai has a counter-strategy ready which floods the Field with Harpies.
- Even when he makes an effort to decrease the army of opponents, she parries it easily, and on her next turn, she plays her latest trump Card to wipe out all his Monsters and nearly all his Life Points.
- There is no more denying that Mai is determined to fight him. It is at this point that Joey realizes Mai is not to won back with timidity. He is still vowed to help her, but his Dueling spirit will have to keep back her rage. With a fresh heart, he Draws his new Card, beginning their Duel in earnest.
Featured Duel: Mai Valentine vs. Joey Wheeler - Part 2
Duel continues from previous episode.
Turn 2: Joey
- Joey Summons "Alligator's Sword" (1500 ATK / 1200 DEF) in Defense Position.
Turn 3: Mai
- Mai Summons another "Harpie Lady" (1300 → 1800 ATK / 1400 DEF), using it to Attack & Destroy Joey's "Alligator's Sword".
- Attacks Jounouchi directly with her second "Harpie Lady" (Joey: 4000 → 2200 Life Points).
- Sets a Card.
Turn 4: Joey
- Joey Summons "Rocket Warrior" (1500 ATK / 1300 DEF) in Defense Position.
- Sets a Card.
Turn 5: Mai
- Uses her first "Harpie Lady" to attack & destroy Jounouchi's "Rocket Warrior".
- Uses her second "Harpie Lady" to attack Joey directly, but Joey Activates Quick-Play Spell Card "Scapegoat", Special Summoning 4 "Sheep Tokens".
- Activates Trap Cards "Nightmare Tri-Mirror", selecting "Harpie Lady" and Special Summoning 4 more copies of it to her side of the Field (1300 → 1800 ATK / 1400 DEF). These Monsters cannot Attack. She places them in her Spell & Trap Card Zones.
- Mai's "Harpie Lady" Attacks & Destroys the first "Sheep Token".
- Sets a Card.
Turn 6: Joey
- Joey Summons "Panther Warrior" (2000 ATK / 1600 DEF) in Attack Position.
- Tributes 1 "Sheep Token" so "Panther Warrior" can Attack, but Mai activates Trap Card "Harpie Lady Sparrow Formation" to Negate the Attack.
Turn 7: Mai
- Activates Spell Card "Harpie Lady Phoenix Formation", destroying Joey's "Panther Warrior" and two "Sheep Tokens". Joey is dealt Damage Equal to the total ATK of the Destroyed Monsters (Jounouchi: 2200 → 200 Life Points).
- Due to "Harpie Lady Phoenix Formation's" second effect, Mai is forced to skip her Battle Phase so she Ends her Turn.
- Joey considers Surrendering the Duel to save Mai, but Yami convinces him not to.
Differences in Adaptations
- Cut from the dub is one of the Duels that Mai won when she competed in tournamnets (it was against an unknown male in an electrified cage.)
Featured cards
The following cards appeared in this episode. Cards in italics debuted here.
