As the duel continues, Kaiba is outraged that Yugi helped Joey. While all Yugi can think about is getting rid of Kaiba and Marik so he can duel Joey in the finals, Kaiba thinks about his two opponents, Yugi and Marik, and how getting Ra will be a more difficult task than getting Slifer, which is why he wants to duel Yugi first so he can beat him and use Slifer and Obelisk against Marik. Meanwhile, Joey silently thanks Yugi for helping him. He does want to duel him, but if he can't beat Yami Marik, then he can't rescue Mai.

At this point, Kaiba speaks and tries to weaken Joey's trust in Yugi. He states that no matter who Joey's opponent is in the semi-finals, he will lose, and insistes that Yugi knows this and the only reason he's protecting him is so he can duel Joey in the semi-finals and have a guaranteed spot in the final. Yugi is furious at Kaiba for insulting Joey, while Joey just ignores him and insists that he will duel Yugi in the finals.

Meanwhile, back in Battle Ship, Serenity sits by Mai's side as she lays lifeless in her bed. She remembers back to when she, Mai, Tristan, and Duke were driving to Domino Pier during Yugi and Joey's death-duel, and Mai was telling her how kind and sweet her brother was and how she should be very proud of him. Back at the hospital, she tries to tell Mai that Joey is fighting for her.

Still on Battle Ship, Ishizu stands over the bed where Odion is laying, unconcious. She thinks about how this whole tragedy started when he fell unconcious. She remembers back to the day when she and Marik had gone outside and Yami Marik appeared when they came back and sent his father to the Shadow Realm. She then remembers to about the very next day, when Marik and Odion had both left, along with the Millennium Rod. She was alone, and she tried on the Millennium Necklace for the first time. She suddenly saw flashes of events that happened during Battle City: Kaiba getting Obelisk from her, Yami Bakura about to get attacked by Slifer, Odion getting struck by lighting, and Yami Marik being unleashed. After that, she wondered if those images meant that their tragedy was just beginning.

Shortly after that, Slifer was stolen and then Ra. She remembers back to the day when Marik and his Rare Hunters tried to steal Obelisk from a museum in Egypt. As they opened the safe, instead of finding the Obelisk card, they found Ishizu. Soon they were surrounded by guards and told to surrender. Marik simply laughed and used his Millennium Rod to render all the guards unconcious. He greeted his sister and asked how she became an official of Egyptian government. The two of them argued for a while about Marik's mission to become Pharaoh, but Marik reminded her of all the pain and suffering that Yami has caused them, and insisted that his time has come. Ishizu told him that she will never cease trying to stop Marik's plans, when the wall behind Marik exploded. When the smoke cleared, Marik and all the Rare Hunters were gone. Ishizu ran to the hole in the wall and saw Marik in the passenger seat of a motercycle with Odion driving it with some big rocket launcher thingy on his back. Marik told her that he will have Obelisk and Odion drove off with the rest of the Rare Hunters following. She wondered if the only reason Odion is following Marik is to keep his other dark self at bay.

Back at the ship, Ishizu can only wait to see if Yugi and Yami will save her brother from Yami Marik.

Back at the duel, Yami Marik has gotten impatiant at Kaiba and Yugi's argueing, and tells them to continue the duel. As he draws his card, he thinks about how he must get rid of Kaiba and Joey so he can duel the Pharaoh. He plays one card face down, and summons Lord of Poison in attack mode, while switching Newt Warrior into attack mode. He then order's his Newt Warrior(1200 ATK) to attack Kaiba's Vorse Raider(1900 ATK). Kaiba wonders why he's attacking a stronger monster, but he ignores it and orders Vorse Raider to fight back. It breaks free of Yugi's chains and destroys Marik's Newt Warrior. Marik just smiles and says when that monster goes to the graveyard it can destroy one monster. He chooses Vorse Raider, and it explodes. Marik announces that he does lose 700 LPs because Newt Warrior was destroyed, but he then plays a Magic Card, Spell of Hate, which lets him transfer his damage to another person, and he chooses Joey. As Joey's LPs decrease to 3300, the platform he's on rises closer to the mark on the wall that says 3000. As Joey worries that he is getting closer to the top, Duke and Tea try to comfort him by saying it's only 700 points, but Joey is still worried as he doesn't have a monster on his field.

On Yugi's turn he draws and sacrifices Big Shield Gardna to summon The Beast of Gilfer. He decides to directly attack Kaiba, but Kaiba activates a trap, Luring Attack Armor. With this card, he can attatch a special Armor to a monster that will attract Yugi's attack. Kaiba looks at Joey, about to activate it on him, but Joey points out that he doesn't have a monster on the field. So Kaiba attatches the armor to Yami Marik's Lord of Poison, and Yugi's attack automatically targets it. Marik isn't worried and activates Mirror Force so he can send the attack back and destroy Gilfer. Yugi activates his face down card, 7 Tools of Thieves, which lets him destroy one trap card. He chooses Marik's Mirror Force, and the attack hit's Marik's monster, lowering his Life Points to 3300. As Marik's platform is being raised to the same height as Joey's he reminds Yugi that in order to use that card, he has to give up 1000 LPs, so Yugi's Life Points decrease to 3000, meaning he now has the least amount out of all 4. As Yugi's platform is raised up to where the mark on the wall says 3000, Kaiba gets angry at Yugi because he thinks Yugi is wasting his Life Points on purpose in order to duel Joey in the semi-finals.

It's now Joey's turn. He successfully draws a Level 4 monster, Gearfried the Iron Knight. Playing it, he sees that both Yami Marik and Kaiba have neither monsters nor face down cards on their field. Ordering Gearfried to attack Kaiba, Yugi smiles because Kaiba has no way to stop Joey's attack. Kaiba gets hit, and his LPs get reduced to 2200. As he rises up higher than Yugi, Joey, and Marik, he can't believe that Joey was able to attack him. Joey calls to him, saying that he will send Kaiba all the way to the top as a loser. Meanwhile, Yugi wonders why Joey attacked Kaiba and not Marik. He wonders if it could be because of Mai. Joey sets one last card face down and ends his turn.

On Kaiba's turn, he draws and decides to spare Joey for now. He sets 3 cards face down and plays Blade Knight, and directly attacks Yami Marik, reducing his LPs to 1700. Joey wonders if he'll be able to duel Marik now. Kaiba decides that he will defeat Joey and Marik in this duel so he can duel Yugi in the semi-finals. He tells Yugi to duel him and show everyone else a battle of Gods.