A Duel between Mai Valentine and Panik has been in process for some time and unfortunately, Mai is unable to make a comeback and loses. As a result, Panik gets her Star Chips, eliminating her from the tournament. Panik explains that he's been paid to eliminate Duelists like Mai but this is incentive for Yugi to stand up to the bully of the night. Yami and Panik agree to a Duel to wager Mai's Star Chips but finds there's an extra risk involved as Panik turns on jets of flame, leaving Yami very hot under the collar. Panik kicks off the Duel by leaving Yami literally in the dark of what he's up against.

After several failed attempts at getting things to go the other way, Yami baits Panik's monster with a Trap Card, then literally sheds light on the Duel. However, Panik steps up his game and his defenses so Yami does the same and it costs him LP. Panik is now further convinced he's going to win and that he's been succesful in intimidating Yami but Yami knows Panik is acting like a children's monster from inside the closet. Furthermore, Yami notes the unusual situation he's put the two of them into whereby a monster that was attacked is still floating in the air. It was all part of Yami's plan to turn the tide and with his Spell Card's effect gone, so are Panik's chances of winning as his monsters suffer the same fate that costs Panik the Duel. Panik tries to retaliate but Yami intervenes and sends his mind to the Shadow Realm.

Mai is given her Star Chips but wants to earn them and thus refuses them. Joey gladly decides to take them but was just playing around and hands them back to her. Mai and Yami then agree on a great Duel down the road.