Watching the duel from above, Mai can't take Yugi seriously when she learns that Pegasus' Millennium Eye can see all of Kaiba's cards. Neither does Kaiba as he draws and sets a monster, having nothing strong enough to take down Pegasus' powered up Dark Rabbit. Pegasus' draw takes him down memory lane with cartoons and shares a story of his viewing of one specific cartoon. His move IS an entire cartoon world and he welcomes Kaiba to Toon World (which costs 1000 Life Points to activate in the CG). He explains that his monster isn't gone, just retreating to its new home and allows it to take out Kaiba's face down Battle Ox (1000) in Defense Mode. (The real card offers no protection to itself or any monster, nor does it make them into Toon versions.)

Kaiba can do nothing more than set 1 card face down. Pegasus decides to demonstrate his Toon World's magic by playing Kaiba's Blue-Eyes White Dragon (3000) in Attack Mode, then transforms it into Blue-Eyes Toon Dragon (3000) in Attack Mode. (I have to agree on Kaiba and Joey's disagreements here. BETD, much like the other Toon monsters looks hideous.) Pegasus attacks with BETD, destroying Kaiba's Rude Kaiser. (The real card can't attack the turn it's summoned and costs its controller 500 Life Points per attack with it but it can attack directly.) Kaiba decides not to look at his hand anymore, claiming Pegasus to be cheating, and to everyone's shock, without even looking, Kaiba plays a BEWD straight from his deck to the field in Attack Mode. He attacks but BETD just simply slips to the side as Pegasus says he should've watched more cartoons. The cuddly creature never gets hit (though Wile E. Coyote was very close in a particular episode when his robot actually picked up Road Runner with ease). All Yugi knows about Toon World is that it wasn't put into circulation for being too powerful (it has in the CG but also watered down drastically).

After another brief memory trip, Pegasus plays Shine Palace, raising his BETD's ATK by 500 to 3500. (The real card gives any LIGHT monster, like BETD, 700 ATK.) He attacks but Kaiba activates his TRAP CARD Negate Attack (although a Spell Card in the Japanese version and apparently in the US version at 12:07 into the episode!) Kaiba draws and plays Shadow Spell, preventing movement from BETD and lower its ATK by 700 to 2800. (The real card is a Trap Card.) His attack, takes out BETD, leaving Pegasus down to 1200 LPs. Pegasus activates Dragon Capture Jar (which somehow becomes a monster with 100 ATK and 200 DEF) and takes Kaiba's BEWD, raising its own DEF by BEWD's DEF to 2700. (The real card is just a Trap Card that changes all Dragon-Type monsters to Defense Mode.) Next he summons Dragon Piper (1800) in Defense Mode and sets 1 card to end his turn.

Kaiba plays Swordstalker (2000) in Attack Mode and attacks but Pegasus actuates his hidden Doppelganger card, letting him copy any card on the field. (A Trap Card with the same name but a completely different effect exists in the CG.) He chooses to copy Kaiba's Crush Card and infects his monster with it (although CC isn't on the field and the real CC can only be used on DARK monsters and DP is FIRE.) All of Kaiba's monsters become infected by the virus and all he can do is use Reborn the Monster on Saggi the Dark Clown (1500) in Defense Mode (whom ironically was what Kaiba planned to use CC on earlier). Pegasus teases Kaiba about his move, then plays Bickuribox (2300) in Attack Mode and takes out Kaiba's last monster. With no other cards left, Kaiba loses and he's lost the only chance to save his brother. Pegasus assures that he'll make sure he isn't without his brother and seals his sou inside a card. His goons carry away the now empty shell and Yugi cries out that Pegasus won't get away with it. Pegasus says that his Millennium Eye will win Yugi's puzzle despite Yugi's efforts.

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