Just outside Paradias HQ, Raphael is riding the spiral to the top with his motorcycle. Back at the duel, Dartz asks them, what they think of his newest soldiers but Yami is not amused. Dartz adds that they should be thanking him for giving them one last chance to see their companions before they're offered up to The Great Leviathan. Dartz decides to attack Yami with Mirror Knight Yugi but it struggles against it so Dartz sets a card to end his turn. Kaiba draws, not intimidated by the Mirror Knights, and uses Pot of Greed. Next he activates Cost Down to discard 1 card to lower the level of his Different Dimension Dragon, which he plays (1400) in Attack Mode. (The real card's ATK is 1200 and the real Cost Down affects the Level all Monster Cards in your hand but it may be that Kaiba only has 1 monster in his hand.) He orders his Kaiser Glider to attack Mirror Knight Mai despite Yami's pleas but Yami gives up quickly. Kaiba continues his attack with KG destroying Mai's shield. Then he attacks with DDD but Mirror Knight Joey intercepts, destroying his own shield instead.

Kaiba sets 1 card to end his turn so Yami draws and remembers all the times he's had with his friends, refusing to endanger them and ends his turn with Kaiba's disapproval. Dartz draws, gaining another 2500 LPs, raising his score up to 12,500 and decides to choose for them by activating Twin-Bow Centaur, letting him pick a monster on both sides of the field and the chosen monster will be destroyed, dealing damage to its controller equal to that monster's ATK. With a snap of Dartz's fingers, it chooses Kaiba's KG, destroying KG and leaving Kaiba down to 600 LPs. However, using the effect forces Dartz to end his turn. Kaiba draws and attacks MKJ with DDD, ignoring Yami's pleas but MKY sacrifices his shield to save MKJ. Yami draws and activates Mystical Space Typhoon to destroy TBC and ends his turn.

Dartz draws, saying he didn't need TBC and plays Orichalcos Malevolence (1500) in Attack Mode, getting the 500 ATK to 2000 by the Seal of Orichalcos' effect. Thanks to the Deuteros' effect, Dartz gains another 3000 LPs, putting his score at 15,500. He attacks Kaiba's DDD but outside, Raphael races into the entrance despite orders to stay out. Dartz's attack is redirected to Yami's Big Shield Gardna thanks to Kaiba activating Attack Guidance Barrier, raising BSG's DEF by 600 to 3200. Once again, Orichalcos Kyutora absorbs the Battle Damage Dartz would've received and BSG is forced into Attack Mode (but at 11:51 into the US episode, BSG is still a Normal Monster) by its effect.

Kaiba draws, and switches DDD to Defense Mode and sets 2 cards to end his turn. Yami knows he can't turn his back on Yugi again but MKY tells him otherwise.

Yami puts BSG back to Defense Mode and sets 1 card to end his turn. Dartz aims to put Yami and Kaiba out of their misery but Raphael rides in on motorcycle, surprised that Dartz isn't happy to see him and poses a question he'd rather have Dartz not answer. He adds that Yami opened him up to the truth but Dartz retorts that Raphael is more gullible than ever. Raphael is through hating the world and was shown what loyalty and trust were all about. Dartz maintains that he was chosen by the Orichalcos to wipe out mankind as they're all evil. He knew that when he found Raphael, Valon and Alister, they were the ones he was looking for to influence certain events in their lives. Raphael's anger grows until the Orichalcos forms and takes his soul. Dartz draws and welcomes Yami and Kaiba to the third level of darkness, Orichalcos Tritos!

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