While Yami and Tea` head back to find Joey and Tristan, Joey and Tristan are carrying Rex's lifeless body along the tracks themselves. Meanwhile, Mai wants the next Duel but while Valon isn't happy about it, Dartz accepts the terms. Once outside, Mai takes down a 2nd biker gang before Valon shows up and asks to be her partner. Mai refuses the partnership. Not far away, Duke finds Valon talking to Mai and gets Valon to Duel him with Rebecca. Try as they might, Valon's Deck proves to be too much and the duo lose but keep their souls as Valon didn't find them worthy of using the card on. On board a plane, Kaiba is uninterested in the lights outside but the PA system reveals a familiar voice as the pilot.