Still at the duel, Odeon gloats more about his Mystical Beast of Serket, which isn't frightening Joey (it probably is internally). However, Joey's draw yields him a useless Polymerization card so he ends his turn. Odeon attacks, taking out Jinzo and not only raising MBoS' ATK by half of Jinzo's to 3700 but getting a transformation as well. (The real card only gains 500 ATK for each monster it defeats but even the anime version seems to follow the CG version's ability to remove from play the monsters it defeats.) Another bad draw forces Joey to pass once more so Odeon gets rid of Insect Queen with his attack, raising MBoS' ATK to 4900 and another transformation takes place.

Serenity can't take anymore and goes to run off but stays after Joey's encouraging words sink in. Odeon remembers feeling similarly  when he was younger and recalls overhearing his family's discussion about the Tombkeeper's Initiation, which they agreed to give Odeon when he turned 12. Time passes and the Ishtar family obtains a girl named Ishizu and a boy named Marik and Marik gains Odeon as his protector but falls ill from a snake bite. Later, Marik becomes terrified of his pending initiation so Odeon agrees to take his place but their father denies the request and Marik is escorted away. Once the initiation ends, Marik had developed an evil force inside that briefly appears when Marik questions having to serve his life to a pharaoh, then discovers that Odeon performed his own ritual in hopes to be proven loyal to the family.

Back at the duel, Marik gets impatient and orders Odeon to finish off Joey so they can move on to bigger opponents. Joey draws and once again gets a Spell Card so he ends his turn. Odeon removes Joey's Legendary Fisherman in his MBoS' attack, raising its ATK to 5825 and giving it TLF's tail. Joey draws and passes once more but states that he won't forget how his mind was brainwashed into dueling Yugi but that voice telling him he won't lose also says Odeon isn't the real Marik. However, both Kaiba and Odeon protest otherwise, yet Yami agrees, not sensing the same evil around Odeon but gets a hunch who the real Marik is. Odeon draws and attacks but is stopped by Marik, who wants Odeon to play the God Card so he himself can rule as pharaoh.