Up above, as Egyptian Bakura's men wait outside, Mahad's men raise the stone tablet made for EB's Diabound once it is beaten. They slide down the slope and fight EB's men while Mahad and EB strike a conversation. EB brings out his Diabound, which has evolved since they last met and Mahad brings out his evolved Illusion Magician. EB attacks Illusion Magician but IM escapes and counterattacks, delivering a direct hit on Diabound.

 Furthermore, he gives some of his energy to IM, whom in turn delivers more blows on Diabound, leaving EB to wonder how Diabound can be damaged by a Spellcaster. Mahad refuses to give in in the name of the Pharaoh, whom senses great danger and gets up out of bed and heads outside in time to see Mahad's Tablet Shrine activating. Isis meanwhile now discovers that Mahad has left her and Mahad is feeling tired as EB considers it foolish to give up one's own energy to their monster.

Mahad calls upon his Shadow Ghoul, which comes out of the wall and attacks Diabound but after a few attacks, Diabound evades the ambush attack by swinging 180 degrees on its tail and eventually defeats Shadow Ghoul. Diabound uses SG's power to disappear, then reappear and nail IM directly, leaving Mahad seriously drained of energy. Meanwhile, Yami and Mana discuss things in Mahad's Tablet Shrine. Seconds later, IM's tablet glows, signaling that it's been called into battle and if defeated, Mahad cannot exist as IM is within Mahad's soul. Inside the Millennium Puzzle, still no sign of Yami and Joey is going around in circles despite having marked the door he's gone past already.

While the group argue, Yugi finds a door he feels has something behind it and when the gang open it, it's Bakura, or rather Dark Bakura, whom gets swallowed up by some dragon, which fires back at them, sending the group flying a few feet. Shadi explains that they just saw Bakura in his true form but while the group come to grips with what that means, EB's Diabound disappears and EB advises to give up and say goodbye to IM but Mahad remains strong as EB finds himself in hidden bear trap. However, when Mahad activates the Axe Pendulums (the name I'm giving this trap until a different name is given), they free EB, whom turns the APs into weapons against Mahad and attacks with Diabound, draining Mahad and his monster of energy.

Outside, Yami and Mana are on horseback and see streams of energy coming down and head over, encountering EB's men while Mana gives a note to her monster Anzu (which is Tea`'s Japanese translated name) to take back to the palace. While Yami takes on EB's men, Mahad is looking weak with his monster still standing and the APs still in motion. EB makes a deal in which Mahad either hands over the Millennium Ring and is spared or continue fighting and be sealed away if he loses. Elsewhere, Seto and his crew head out on horseback, knowing that Mahad cannot defeat EB alone.

Nevertheless, Mahad agrees to continue fighting and merges with his IM to become the Dark Magician, giving EB the Millennium Ring but Seto's group senses this. EB makes another attack with Diabound but it loses to DM's attack. Nevertheless, the damage to the structure is too much and Mahad is sealed in the stone tablet after it slides down to the ground below. Inside the Millennium Puzzle, Yugi feels a change in the room and Shadi explains that the room reflects Yami's heart and changes according to mood. The group get in a circle and listen for Yami, whom gets through and a white light appears.