Joey, who'd been heading over to the Paradius Inc. building, stumbles upon Tristan and Téa, trying to get away from one of the Orichalcos Soldiers running amok in the city.
Just as Joey turns to fight back, the soldier disappears, and they see that the one who dismissed it is Valon. Joey yells out to him, but he turns and rides away on his motorcycle. Joey picks up another motorcycle abandoned by a fleeing citizen and chases after Valon. However, Valon is much more skilled at driving a motorcycle than Joey is, and the difficulties in keeping up cause Joey to get even angrier than before. Tristan tells Téa to go warn the others while he tries to find Joey.
Meanwhile, Yami Yugi and Kaiba reunite with Mokuba, Duke, Rebecca and Prof. Hawkins, having learned about Paradius and Dartz's identity as the leader of Doma. Their first news is that Joey has already gone off to Paradius Inc and Honda tried to stop him.
The dangers are growing worse, but since Dartz already has the police in his power, Yami Yugi and the others are the only ones who can do anything about it.
Tristan runs after Joey, but he can't find him. Just then, Mai confronts him and demands to know where Joey is. He shoots back that Valon led him away. She just drives off, irritated that Valon got ahead of her.
Deeper in the city, Valon stops in a vacant lot, away from anyone who might interfere. Joey tries to confront him about Mai, but Valon questions his right to ask, as she isn't on Joey's side anymore. Even when Joey says he'll get her back, Valon claims Joey doesn't understand the pain Mai's gone through, but he does. Joey denies that, saying Valon's never fought alongside them, but privately, Joey recalls that Mai said that she willingly chose to fight him.
Valon pushes on anyway, claiming that as long as Joey's around, Mai won't stop suffering. To prevent further suffering, he'll take it on himself to defeat Joey. With that, he prepares to Duel him, and Joey's fist clenches for a second before he takes the challenge, knowing that the other is completely determined.
Joey starts with a basic offense, but Valon starts his Turn by saying that there's nothing but offense in his Deck. He unveils his Armor Deck, summoning five Monsters at once with the same combo he uses in his duel against Rebecca and Duke. These Monsters form a suit of armor that attaches itself to Valon, and he promises to show its full power to his opponent.
In his island temple, Dartz remains unconcerned with outcome of the Duel; no matter who wins, one more soul will be sacrificed to their God.
Yami Yugi and the others drive towards Paradius Inc.' headquarters, although Kaiba doubts they will be allowed to get there easily. Just then, Duke hits the brakes, nearly crashing into an Orichalcos Soldier which has cornered Tristan. Yami Yugi defeats the Soldier, but when Tristan tells the others that Joey is fighting Valon, Duke and Rebecca know that he is in big trouble. But Kaiba notes that now isn't the time to worry about him -- the group is surrounded by a horde of Soldiers.
Back at the Duel, Joey wonders how Valon could attack when all of his Monsters have 0 ATK. Valon answers him by attacking with Big Bang Blow, which has the power to Destroy all other Monsters in play. It also deals Damage to Joey, cutting his Life Points nearly in half, and although Valon would have taken the same Damage, he explains that his Active Guard Negated the Damage to him. All his Monsters are then Destroyed, and he ends his Turn.
Joey sees that he has no Cards Set, and when he comments on this, Valon repeats that his Deck has nothing but attack Cards, as opposed to any unnecessary things. He reflects on the fact that he's been that way "ever since I was a brat".
When he was younger, he lived at a church but had a history of fighting others, even groups of larger opponents. Even so, he was cared for and kept somewhat in check by a nun at the church. When a group of thugs arrives to kick out the nun now that their boss has bought the church, she tries to stop them for sake of the children that live there. They ignore this and push her away. Valon rushes up to fight them, but she holds his arm back.
That night, he comes running up to the church to find it is on fire. He wheels around when he hears the thugs snickering, saying now they won't have to bother knocking the church down. Some minutes later, Valon is in an alley, panting heavily and dropping a pipe as he stands over the thugs' sprawled bodies.
He is arrested, and even in prison, he gets into massive fights with other prisoners and guards. The warden calls him from solitary confinement to offer a way to get out of his sentence. If he wins a series of Duels, he's free.
Without a word, Valon accepts, and he is taken to an island, where he unflinchingly uses the Seal of Orichalcos on other prisoners. When the guards return for him, he has defeated everybody, and Dartz reveals himself to be the one who set up the deal. He accepts Dartz's offer of employment in Doma and the chance to fight stronger opponents, although he warns Dartz that he might end up beating him.
Back in the present, he explains to Joey that what's most important in his life has been gone for a while. He, Rafael and Alister are different from Joey -- they don't have to shoulder burdens. He is able to fight for his own goal, which is victory. Joey considers these words, which he might have agreed with in the past, back when he enjoyed fighting. But after all he's been through, he knows there's more to what he does than just winning, and he says so. He affirms that he won't lose to someone like Valon, and Valon invites him to go ahead and try if he really thinks he can beat him.
Due to parallel storylines as well as frequent and extensive flashbacks, this Duel extends over 4 Episodes.
Featured Duel: Joey Wheeler VS. Valon - Part 1
Turn 2: Valon
Valon draws "Psychic Armor Head" and subsequently Normal Summons it (0/500) in Attack Position. He then activates "Armored Gravitation" to Special Summon "Trap Buster" (0/0), "Big Bang Blow" (0/0), "Over Boost" (0/1000) and "Active Guard" (0/2500) from his Deck in Attack Position. "Big Bang Blow" then attacks "Alligator's Sword". Due to the effect of "Active Guard", Valon takes no damage this turn. "Alligator's Sword" destroys "Big Bang Blow".
Since "Big Bang Blow" was destroyed by battle and sent to the Graveyard while Valon controlled at least two Armor Monsters, its effect activates, inflicting damage to all players equal to the total combined ATK of their respective monsters (Joey 4000 → 2500). After that happens, the effect of "Big Bang Blow" destroys all monsters on the field.
Differences in adaptations
- Most of Valon's backstory was cut and rewritten in the dub. In the dub, it is mentioned that Valon was raised in 13 juvenile detention centers before the headmaster of the 13th detention center let him go by giving him a deck of Duel Monster cards and telling Valon to channel his energy into the deck instead of his fists.
- Also in the dub, the headmaster did not mention that Valon had to go through a series of duels to gain his freedom. It is only hinted in the dub that after letting Valon go after giving him the deck, he sent the duelists that Valon dueled to duel him and to test his strength.
The following cards appeared in this episode. Cards in italics debuted here.