Meanwhile, Yugi and the gang discover RMT is already heading inside Kaiba Land but have no trouble surpassing RMT's threats and knock him away, returning him to normal mode. A portal opens and track continues out of it, and Noah is waiting as BEWT comes out. Noah tells Kaiba to watch his step (not like he'd really die, considering 4Kids censorship) and Kaiba takes his place for their duel. Kaiba has seen Noah's movie and is owed some answers and said movie is being watched by Yugi and his friends. Noah isn't so sure Kaiba can handle the truth but decides to explain, given that he's sure Kaiba won't be around much longer. What Kaiba sees as Noah isn't really him, his real brain is in a metal sphere in the sky. RMT finds train tracks and later one of those cars that has its own propulsion system. Shortly after, they find it hard to stop until Joey sort-of finds a brake but it promptly falls apart.

Back in the lava area, Noah, tells his story of other times when he was younger. Kaiba isn't buying the story, saying Noah out dueling him is more ridiculous than the story itself. They get the duel prepared as Kaiba chooses Kaiser Sea Horse as his Deck Master while Noah keeps his a secret. Nevertheless, Kaiba begins with Giant Germ (1000) in Attack Mode and sets 1 card to end his turn. Noah summons Chiron the Mage (1800) in Attack Mode but Yugi and the gang crash land on another rocky pillar and spot the duel. Noah uses CtM's effect to reveal and destroy Kaiba's face down Crush Card. (The real card forces you to discard 1 Spell Card and doesn't reveal the card targeted card before destroying it.) His attack takes out Kaiba's GG, leaving Kaiba down to 3200 LPs and letting Kaiba bring out another Giant Germ in Attack Mode and deal Noah 500 damage, putting Noah's score down to 3500. Kaiba draws, tributing his GG for Vampire Lord (2000) in Attack Mode and attacks, taking out CtM, leaving Noah down to 3300 and forcing Noah to send a type of card from his deck to the Grave and he selects monster so Noah sends Giant Soldier of Stone to his Grave.

Noah draws and uses Fissure, destroying VL since Kaiba's only (and therefore weakest) monster. Next he plays Aeris (1800) in Attack Mode and attacks Kaiba directly, leaving Kaiba down to 1400 LPs. For Kaiba's turn, his VL comes back since it has immortality, coming back whenever destroyed. (The real card only comes back if destroyed by an opponent's card effect.) Next he summons Slate Warrior (1900) in Attack Mode and Joey never thought he'd root for Kaiba but cheers him on. Kaiba attacks but Noah activates Earthshaker, forcing Kaiba to either get rid of his WIND or his DARK monster and Kaiba chooses DARK, destroying his VL. Joey doesn't understand considering that VL was much stronger than SW (100 ATK isn't much stronger, Joey) but Yugi explains VL's effect. Kaiba's attack with SW destroys CtM and leaves Noah down to 3200 LPs. Noah draws and activates Giant Flood, destroying (or removing from play I can't tell which) all monsters on the field and in Kaiba's Grave. Next he decides to reveal his Deck Master as Shinato's Ark, letting Noah sail away with everything Kaiba has!