Lightning flashes outside as Alexis sits by her brother's side as she says that victory finally seems near as there are only two Shadow Riders left but it would mean so much more if her brother were here, body and mind. She flashes back to her younger years with Atticus, who tells her that dueling is more than just power. A voice tells her that he'll give Atticus back if she can defeat him in a duel. It is revealed that it's Titan, whom takes her away as Atticus awakens, asking what's going on and who that was. Inside their dorm, Winged Kuriboh tells Jaden to wake up but Jaden says he must sleep more. A knock is heard as Chumley walks over to get the door. He freaks when he sees Chazz with a rather disturbing look on his face as Chazz explains it's due to lack of sleep based on the news he just heard. They discover that Alexis is missing. It's like she just vanished. It's not like her to just get up and vanish. Maybe her brother knows her whereabouts. They rush into Atticus' room to find Atticus on the floor. Zane asks him what happened and Atticus says it was Titan, whom only Crowler seems to know that he was the one he hired to scare Jaden and never paid him for it.

Alexis' normal vision is restored as she agrees to the duel. Titan explains that he is now "the real deal" since he was taken into the shadows and became an authentic Shadow Rider. Jaden and the gang find the dueling area as Titan plays Picador Fiend (1600) in Attack Mode and sets a card to end his turn. Alexis plays Cyber Tutu (1000) in Attack Mode. Titan thought they were dueling not playing "dolly" but Alexis explains that CT can attack directly. Titan thinks that his face down will destroy CT the moment she attacks. Alexis says something isn't right and realizes Titan's face down card so she plays Allegro Toile, allowing CT to destroy a Spell or Trap Card, so she destroys Titan's face down card.

Next she attacks directly, dropping Titan's LPs to 3000. She sets 1 card face down to end her turn. Titan draws and attacks with PF but Alexis activates Doble Passé, forcing her score to take the hit, reducing it to 2400, then her monster can do the same, leaving Titan with 2000. Titan smiles, saying he remembers their first encounter. Alexis does too, saying that now she can fight back.

However Titan means that now she has become the victim and plays Ritual of the Matador, sacrificing the Summoned Skull in his hand for Matador Fiend (0000) in Attack Mode. Alexis says that something tells her that that monster has more than meets the eye (well duh!) Titan agrees and plays Dark Arena. How can she fight back when she doesn't know what monsters he has? (Well, that may not matter for you just have to remember what its stats are and summon a more powerful monster) Titan explains that DA forces all of Alexis' Attack Position monsters to attack and he can choose their targets.

Alexis plays Poly to bring out Cyber Blader (2100) in Attack Mode and with her effect, her ATK doubles to 4200. She attacks and Titan chooses MF, whom destroys CB as he explains that MF cannot be destroyed in battle, he doesn't take damage and the monster it battles with is destroyed. Alexis says that her Cyber Tutu can attack directly but Titan notes that he'd need only monsters with more ATK and MF has none so she attacks.

 Unfortunately, Dark Arena's effect lets Titan make it battle Picadoor Fiend instead. As a result, PF destroys CT and Alexis's score drops to 1800. Alexis plays Cyber Gymnast (1800) in Defense Mode and ends her turn. Titan explains how he got to where he is now and attacks directly with Picador Fiend, leaving Alexis with 200 LPs. (Apparently it's not explained in the dub that with DA out, PF can attack directly. Why don't dubbed episodes explain these things?  -_-)

Titan plays Bandalliro Fiend (900) in Attack Mode, whose effect destroys Cyber Gymnast. Alexis realizes that it's over and falls down. Atticus tells her not to give up and realizing it's her brother, gets up and draws, playing Pot of Greed for 2 cards. Then she uses The Warrior Returning Alive to get back Blade Skater. Next, she uses Fusion Recovery, letting her take Polymerization and Etoile Cyber from her Graveyard. Finally, she uses Polymerization to once again summon Cyber Blader in Attack Mode and with 3 monsters, her effect cancels out all effect Titan has out.

She attacks and destroys MF, dropping Titan's score to 0 and having the "shadow fiends" devour him. As the sun rises, Alexis and Atticus hug one another. She then asks Atticus how he became a Shadow Rider and Atticus explains that those "shadow fiends" were found in the basement, where his dueling test would begin but he couldn't escape and while he didn't find out the person who brainwashed him, he did discover that Professor Banner was in on it as well.