Inside Odeon's hospital room, the doctor states Odeon's tests were fine but the stress he's been through left him unconscious. He and Joey were both standing there when Odeon's God Card went nuts but Joey is fine. They may not be finding out who he is until he wakes up. All they know is that he was determined to protect Marik for as long as possible. Mai mentally feels sorry for Odeon as times like these are when you need friends and Joey realizes that it's why he was able to get up and win the duel. Tristan is sarcastically touched by the story and blows Joey's secret, giving him a strangling from Joey himself but reminds them that it's probably time to announce the next duel in the finals.

However, Mai, Joey and Tea` stay back a bit as Mai asks about Joey's dream where he couldn't stand up, wondering if she was in it (and we know she is). Joey decides to lie and states that Mai wasn't in it, given that his dreams are manly, then leaves with Tea` disgusted at Joey's typical guy attitude. In the hallway, Joey mentally shares his thoughts of what just happened when Tea` grabs his ear, telling him to grow up before storming out. Mai realizes that Odeon isn't the only forgotten person but she's used to being alone. After all, you can only trust yourself in the heat of battle. At the room where duels are decided, it's time to announce the next matchup in the tournament and there's no sign of Marik or the eighth duelist. Joey asks if Marik should be disqualified for having a fake name but Kaiba declines saying duelists should win with their deck and not by a technicality. Besides, to get Ra, he must defeat  Marik not disqualify him.

The Blue-Eyes White Selector twirls the numbers and Mai's number comes up first but Mai isn't excited and walks away before she is to find out her opponent, claiming to win regardless. Meanwhile, Dark Marik arrives (in a completely new wardrobe) just as the doctor leaves Odeon's room and leaves the doc in some unresponsive state (likely sending his mind to the Shadow Realm or something). He enters to try and take care of something he should've done ages ago. He wants Odeon to give his father a message when he sees him while in the Shadow Realm (and I note that at 7:28 into the episode you can see the threads for where the dagger half of the Millennium Rod attaches despite not having the dagger half itself). However, before he can proceed with Odeon's removal, he's called to the dueling platform to face Mai in a duel and heads out, assuring that he will be back.

At the top of the blimp, any doubts of Marik arriving are squashed as he enters and takes his place on the platform. The platform is elevated and the duel kicks off with Mai playing Dunames Dark Witch (1800) in Attack Mode, then ends her turn. Dark Marik summons Revival Jam (500) in Defense Mode, then uses  Jam Breeding Machine, giving him a Slime Token each turn and advises Mai to attack before she's outnumbered. Just then, the rest of the gang arrive but Mai isn't happy to see them but allows them to stay and watch. Tea` asks about Revival Jam and Yami knows all too well as he faced it before but is interrupted when he tries to warn Mai. She can do it herself but Dark Marik sees fear in her eyes. Mai draws and attacks Revival Jam with her DDW but Revival Jam comes back as quickly as it disappears and Dark Marik isn't surprised Mai had no idea (can't say that anyone is).

Dark Marik uses Pot of Greed to draw twice (and his Duel Disk in the Japanese episode reads "Draw Two" at 11:48 into the episode). Next he uses JBM's effect to get another Slime Token. (The real card's effect automatically activates during your Standby Phase.) Then he sets 1 card that he claims will render Mai's attacks useless (likely Jam Defender but not even Kaiba realizes this and he was there for part of the duel). Yami figures Dark Marik will use the tokens as tributes for The Winged Dragon of Ra (but if you knew, Ra would only have 1500 ATK and DEF, not exactly strong for a God Card). Mai uses Harpie's Feather Duster to get rid of Dark Marik's Spells and Traps, then takes out the Slime Token to leave Dark Marik's score down to 2700. She sets 1 card to end her turn.

Dark Marik plays Melchid the Four-Face Beast (1500) in Attack Mode, then tributes it and RJ for Masked Beast Des Gardius (3300) in Attack Mode (Masked Beast Des Gardius is a Special Summon that requires 2 tributes, including either Grand Tiki Elder or Melchid the Four-Face Beast, which justifies playing two monsters in a single turn.) His attack activates Mai's Mirror Wall Trap Card, halving MBDG's ATK to 1650 and allowing DDW to destroy it, leaving Dark Marik down to 2550 LPs. However, this has triggered MBDG's effect, letting Dark Marik activate The Mask of Remnants, giving him control over DDW. Then he uses Remove Trap to destroy MW.

As Mai is about to take her turn, Dark Marik takes the duel to the Shadow Realm with his Millennium Rod. Mai finally draws for her turn and sets 1 card before summoning The Unfriendly Amazon (2000) in Attack Mode and the monster obtains a glow as Dark Marik explains that the monster is a part of her mind.

 If the monster is destroyed, she loses a part of her memory. (Although we don't know whether or not it's truly a Normal Monster and therefore could have a different effect, it's clear it doesn't match ours as you'll see later.) Her attack with TUA on DDW leaves DDW destroyed and Dark Marik's score down to 2350. Since DDW was originally Mai's monster, Mai loses her ability to see Tea`. Oops! At 18:46 into the US episode, Mai's Duel Disk shows Dunames Dark Witch but that card was already destroyed and should be The Unfriendly Amazon!)

Joey and Mai both protest that Dark Marik is lying but Dark Marik protests otherwise by showing Mai a vision of her trying to catch up to her friends, which are fading away from view. Mai's far from okay for behind each dark corner, the shadows hold another frightening twist like an eternal nightmare but it's quite real!

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