As Battle Ship heads towards Alcatraz Duel Tower, Mokuba remembers his last converstation with Noa. He begins to cry, then reminds himself that he needs to be stronger and now knows that he cant trust everything that his brother Seto says. When Kaiba looks at him, he wonders if something is wrong, but Mokuba assures him it's nothing. The conversation turns to Alcatraz and how Kaiba will soon get Ra from Marik and Slifer from Yugi.

Meanwhile on the ship, Joey goes to check on Mai, but Serenity says she hasn't moved yet. He remembers how Yami Marik sent her mind to the Shadow Realm, and promises her that he will defeat Marik and save her.

Meanwhile, in Ishizu's room, Yami Marik walks in demanding to know where Odion is. Ishizu denies that she knows, but Marik notices that she's given her Millennium Necklace to the Pharaoh. He says that without a Millennium Item, she cannot defend herself against his Millennium Rod. He could easily control her and force her to tell her where Odion is. Marik is delighted to see the fear in her face, but decides to leave it until later as someone announces that they are arriving at Alcatraz Island.

Meanwhile, in Bakura's room, Yugi stands in disbelief that Bakura is gone. He's worried about all the sacrifices that have happened in the Battle City Tournament. As Yami tries to take the blame, saying it's his fault because Marik hates him so much, Yugi tells him it's not his fault for doing something he can't remember. He agrees, and Yugi walks out to Alcatraz. He meets Tea, Tristan, and Duke on the way, and assures them that Bakura will be fine.

As Yugi, Joey, Tea, Tristan, and Duke walk outside, Serenity stays on the ship to look after Mai. As Yugi and the others are amazed at the size of the tower, Kaiba informs them that it is the Duel Tower, the place where the finals will take place. As he tells Yugi that he will defeat him, Joey gets mad that Kaiba has forgotten about him, so Kaiba says that he will bury him in the rubble that used to be Kaiba Corp's weapons developing island. As everyone walks towards the tower, Yami Marik appears and askes Kaiba how they will decide who will duel in the semi-finals. Mokuba tells him that it will be announced inside.

When they walk into the tower, they are told to choose between 4 doors. Although the doors have nothing to do with superiority in the upcoming matches, Joey still doesn't know which one to pick, and begins a Japanese version of Eenie, Menie, Minie, Moe, while Kaiba insults him for being indecisive. When he does pick one, Yami Marik turns around and walks into it. Joey is upset that he gets the last door, while Tea and the others try to assure him that getting the last door is lucky. As Tea, Tristan, Duke, and Mokuba go into another room, Yugi notices that inside the door is a Card Battle System.

As Tea and the others get into the next room and marvel at the high ceilings, Yugi, Joey, Kaiba, and Yami Marik rise from below them and stop at a place on the wall that says 4000. Above them, there are other markers on the wall that say 3000, 2000, and 1000. The referee announces that this is a game to decide who will fight in the semi-finals. It will be a Battle Royale match, so you can attack anyone you want and defend anyone you want. The game will continue until 2 duelists lose all their life points. The two who lose will duel each other, and then the two who win will duel each other. While Tea says this duel will be easy because it only decides who will duel, Duke disagrees and says it will be an important match. He says that it's more of a psycological game, because everyone has a reason for dueling each other. Meanwhile, Kaiba thinks about how he has two opponents: Yugi and Marik. Yami Marik doesn't care who his opponent is, all he wants to do is kill Yugi. Joey thinks about the promise he made to Yugi and how he'd never make it this far if it wasn't for that. He wants to duel Yugi, but he also wants to duel Marik so he can save Mai. The referee then announces that to find the order in which the turns of this duel will be, each duelist must pull one card from their deck. The one with the highest attack points wins. But, they can not use that card in this duel. While Kaiba picks a very strong card, Yugi, Yami Marik, and Joey each pick weak cards. The order is this:

1. Seto Kaiba
2. Marik Ishtar
3. Yugi Moto
4. Joey Wheeler.

Meanwhile, Yami and Yugi talk about who they should target. Yami says he has reasons for fighting everyone. He wants to duel his real enemy Marik and save the world, he wants to duel Joey for the promise that the two of them made, and he wants to duel Kaiba to finish the destined war between them. Yugi just tells him to target whoever he wants to.

And so the duel begins. Kaiba draws, places a card face down, and summons Vorse Raider in attack mode. On Marik's turn, he draws and summons Newt Warrior in defense mode, and laughes because it has a special power. Next, Yugi draws and summons Big Shield Gardna in defense mode. He sets 2 more cards face down and ends his turn. On Joey's turn, he draws and notices that he has no monsters below level 5. So he plays one card face down and ends his turn. Now that it's Kaiba's turn, he ignores Joey's face down card and prepares to attack his life points directly. As Vorse Raider attacks, Yugi activates a permenent trap card that stops one type of monster from attacking. He chooses the type of card Vorse Raider is(Warrior I think), and chains appear and stop it from attacking. Yugi promises that he will carry out the vows that he made to Joey as a duelist.