Roland announces who is currently still in the tournament and Kaiba learns that Zigfried participated in over 50 tournaments, ranking in the top 5 in each one but little background info was found. A list was compiled but none on it stopped for comments. Kaiba scans the list and asks his Suit to ask number 13 again and should refusal remain, an offer that he cannot refuse should be made. Meanwhile, Rebecca sees Joey's loss and realizes that Yugi will cheer her on from now on. Elsewhere, Joey and crew return from the duel site and Joey remains down about his loss and isn't comforted at all. Professor Hawkins arrives to tell Yugi about his grandpa going missing after being at the hospital. They agree to find Yugi's grandpa while Professor Hawkins cheers Rebecca on.

Rebecca doesn't see anyone and thought they'd be there to cheer her on but Professor Hawkins arrives with the news and she takes her spot at the dueling site a small town. They find Leon on the ground, thinking he's a statue at first as Leon had been up all night practicing. Most of his other friends couldn't make it but a crowd soon gathers. Joey and his friends are hunting for Yugi's grandpa and overhear an announcement that leads them to the main entrance to Kaiba Land. They arrive to find only a map of Kaiba Land with an x on it and figure Solomon must be there. Duke realizes that this could be a trap they may have to fall for to save Solomon. With the matchups ready, the duelists activate their Duel Disks and begin as Rebecca uses Graceful Charity to draw 3 cards and discard 2 (Ring of Magnetism and Marie the Fallen One). Next she summons Fire Princess (1300) in Attack Mode and sets 1 card to end her turn. Leon summons Forest Wolf (1800) in Attack Mode and swallows FP in its ATK, leaving Rebecca grossed out and down to 3500 LPs.  (For the record, that IS the big bad wolf, especially given what Leon said first and what the wolf is wearing.) He ends his turn with Curse of Thorns, removing from play Rebecca's Marie the Fallen One, preventing Rebecca from gaining LPs with its effect.

Rebecca draws and summons Luster Dragon (1900) in Attack Mode and takes out FW, giving her back FP by its effect and leaving Leon down to 3900 LPs. Next she attacks directly to leave Leon down to 2600 LPs. Leon draws and plays Glife the Phantom Bird (1500) in Attack Mode and destroys Rebecca's face down card (which is probably Gravity Bind, a Trap Card, especially since she hints at Leon's monster being useless once it attacks). His attack destroys FP and leaves Rebecca's score down to 3300. Next he activates Gingerbread House, whose effect activates after Rebecca draws, taking LD, then releasing it all bloated with 2500 ATK as Leon explains that Rebecca's monster gained 600 ATK and since it had at least 2500 ATK, it was destroyed and Leon himself gains 500 LPs, putting his score back up to 3100.

Rebecca draws and activates The Shallow Grave to let her return Luster Dragon and Leon return Forest Wolf in Defense Mode to their field. (The real card does this but both monsters are placed face down.) Next she tributes LD for Luster Dragon #2 (2400) in Attack Mode and takes out Glife to leave Leon down to 2200 LPs. Leon draws and summons Cinderella (300) in Attack Mode, then summons Pumpkin Carriage in Defense Mode by her effect. Furthermore, he equips Cinderella with Glass Slippers and while PC is on the field, Cinderella can attack directly and does, leaving Rebecca down to 3000 and giving the GS to LD#2, lowering its ATK by 1000 to 1400 and making it unable to attack Cinderella. Next Leon's FW swallows LD#2 and leaves Rebecca down to 2600 LPs. Due to GS' other effect, it moves back to Cinderella, raising her ATK by 1000 to 1300. Leon sets 1 card to end her turn, leaving Rebecca to wonder how to win against the fairytale rejects whose stories she gave up with her teddy bear.

She draws and plays Tribute to the Doomed to discard 1 card and destroy Forest Wolf, whom gives LD#2 back to Rebecca by its effect. Next she uses Stamping Destruction to destroy Leon's Gingerbread House and deal him 500 damage, leaving him down to 1700. Her attack prompts Leon to activate Mirror Force, destroying LD#2 and leaving Rebecca with nothing else to do for her turn. Meanwhile, Zigfried has beaten his opponent and Kaiba is on to Zigfried but Joey's crew find what they hope is where Solomon is, a Chinese restaurant. Yugi opens the doors, determined to save his grandpa!

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