Inside his hospital room, Joey fully awakens and is filled in the blanks that he has, distraught to learn that Dark Marik won the duel against him. As the helicopter lands to attend to the no-longer-unconscious patient, Kaiba tells Yami he's still at a disadvantage, then sets 2 cards for his turn. Yami sets 1 card, then switches REBD to Defense Mode but Kaiba forces it back to Attack Mode by activating Final Attack Orders, which gets a redesign for US as shown at 5:27 into the episode, and not only forces both players' monsters to stay in Attack Mode but makes the players keep only a 3 card deck and the rest are sent to the Graveyard. (The latter part of the effect isn't in the real card's text.) While Yami figures out which three cards to keep, Joey sets out after learning that Yami's duel with Kaiba had begun but runs into the EMT that learns of the still-needing-aid patient. He chooses to ignore everyone's protests and heads out, explaining that he vowed to help Yami. Tea` apologizes and heads out with Duke and Tristan, leaving the doctor to conclude he needs a different career.

Back on the Duel Tower, Yami decides to think like Kaiba and chooses his three cards. Kaiba draws and just as Yami thought, uses Monster Reborn on his BEWD. However contrary to Yami's prediction, Kaiba uses his face down Polymerization card to bring out Blue-Eyes Ultimate Dragon (4500) in Attack Mode, leaving Yami to wonder what else is in Kaiba's deck. Kaiba agrees that the duel is about the past but only in burying it for good because he'll be number one again and retells Yami his story of his orphanage days. Yami is amazed at Kaiba's lust for power and anger and lets his actions speak for him by activating Double Spell, letting him activate the effects of all Spell Cards Kaiba used last turn and uses Monster Reborn's effect to revive Buster Blader (2600) in Attack Mode, then Poly to bring out Dark Paladin the Ultimate Magical Swordsman (just Dark Paladin in the CG) (2900) in Attack Mode, whom gains 500 ATK per Dragon on the field and with 2 Dragons, DP gains 1000 ATK to 3900.

(The real Double Spell lets you use the effect of 1 Spell Card in your opponent's Graveyard as your own by discarding 1 Spell Card. The real Dark Paladin also gets 500 ATK per Dragon in either players' Graveyard.) It's not enough to take on BEUD so Yami draws, then sets 1 card to end his turn. Kaiba draws, very pleased with the result and attacks. Yami responds with Magic Formula but Kaiba counters with Absorb Spell (Spell Absorption in the CG and it's a Continuous Spell that gives you 500 Life Points each time a Spell Card successfully resolves its effect.), taking the boost DP would've gotten an adding it to BEUD, raising its ATK to 5000. (The real MF can only be equipped to Dark Magician or Dark Magician Girl, raising its ATK by 700.) His attack prompts Yami to activate De-Fusion to swap out Kaiba's BEUD for 3 regular BEWDs (3000 x3) in Attack Mode. Next, Yami draws and uses Diffusion Wave-Motion to pay 1000 Life Points and let DP attack all of Kaiba's monsters at once, bringing his score down to 500. His attacks are successful and destroy Kaiba's BEWDs and wins Yami the duel but his toughest duel is still ahead when he faces Dark Marik in the finals!

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