At DA, Jaden asks what's going on as several pillars of rock rise from the earth. The Spirit Keys lift up and nearly complete there "puzzle" and drag Chazz along. Alexis questions where Chazz is going but obviously Chazz has no idea. She tells him to hang on. What does she think he's doing? Chazz crashes into a tree branch and the keys tear away from his neck and disappear. Jaden realizes they're opening up the spirit gates. A small hexagonal shaped box rises from the ground, which is followed by another hexagonal box and 3 cards, which are revealed to be the Sacred Beast cards. A voice tells them the cards aren't theirs, they're his as a spider-like machine with a skinny glass dome and a human inside floats to the ground, saying they're his.

Sheppard knows him as Kagemaru, the superintendent of DA. Kagemaru tells them he built this school. (Funny because other stories on the web said that Kaiba built the school.) He then tells them that he has come for the cards. Jaden and Chazz protest that they have to duel them to get to the cards but Kagemaru says that he buried them and gave Sheppard the seven keys. He then explains the whole "how to unlock the spirit gates" routine and Chazz says it isn't his fault. Kagemaru waited week after week, class after class seeing if anyone had the energy to allow him to rule the world so he sent his Shadow Riders after them and only Jaden passed. For some reason, the Sacred Beast cards are shown without their stats in both versions (although you cannot see the third card's front) at 5:29 into the episode.

 After a dispute of whom duels him, Kagemaru chooses Jaden, whom is tossed a backpack that hits Chazz head-on, causing him to fall. Jaden opens the backpack and finds a duel disk and Banner's book with a card, which he assumes that Banner wanted him to have it and shuffles it into his deck. Chumley tells him to rock Kagemaru's world. Kagemaru tells Jaden to make his move, which Jaden does as he plays Elemental Hero Burstinatrix (0800) in Defense Mode and sets 1 card to end his turn. Kagemaru starts by setting 3 Trap Cards face down, which confuses Syrus as Bastion explains that a player never has to reveal what the face down cards are.

Kagemaru adds that he is summoning a Sacred Beast and sacrifices his face down cards (Mispolymerization, Penalty Game and Statue of the Wicked) for Uria, Lord of Searing Flames (????) in Attack Mode.  Next he uses its effect to destroy Jaden's Trap Card (Mirror Gate). He explains that Uria's ATK is 1000 per Trap Card in the Graveyard. (The real card can only be summoned by sending 3 face-up Continuous Trap Cards to the Grave and only gains ATK for every Continuous Trap Card in your Graveyard and its original ATK is 0.) Its ATK becomes 3000 and Kagemaru attacks, destroying Burstinatrix to end his turn.

Jaden plays Elemental Hero Bubbleman (0800) in Attack Mode and with his effect, Jaden draws twice. (" ") Next he uses Poly for Elemental Hero Tempest (2800) in Attack Mode. Kagemaru points out that Tempest isn't strong enough to take out Uria but Jaden says that's why he has Skyscraper, which he plays and since Tempest is weaker than Uria, it gets 1000 ATK for a total of 3800. (" ") He attacks and destroys Uria, dropping Kagemaru's LPs to 3200. He sets 1 card face down and ends his turn.

Kagemaru draws and uses Uria's ability, which lets him discard 1 Trap Card to bring it back. (The real doesn't have this ability.) With its ATK at 4000, Kagemaru attacks and destroys Tempest but Jaden brings it back by sending 1 card on his field to the Grave. (Jaden mentions that Tempest can't be destroyed in battle if he sends a card he controls to his Grave but it was destroyed by battle.)

Jaden draws and plays Pot of Greed. With another 2 cards, he plays Heated Heart, giving Tempest 500 more ATK (The real card's name is H - Heated Heart.) for a total of 4300. He attacks and again destroys Uria, leaving Kagemaru with 2900 LPs Again, Kagemaru activates Uria's effect to bring it back with 5000 ATK. Next he uses his Pot of Greed for 2 cards and uses the field Spell Fallen Paradise, allowing him to draw 2 cards every turn. (What they don't tell you is that its effect needs a player to control one of the Sacred Beat cards and then that player can then draw 2 cards once per turn.) He then sets 3 Spell Cards, which he sacrifices for Hamon, Lord of Striking Thunder (4000) in Attack Mode.

(The real card requires the player to send 3 face up Continuous Spells to summon it.) He attacks and destroys Tempest, dropping Jaden's score to 2600 but as Kagemaru explains, when Hamon destroys a monster, the opponent takes 1000 damage, leaving Jaden with 1600. Alexis and Bastion notice their cards are fading as Kagemaru explains the SB draw their energy from Duel Sprits. He demonstrates their power by restoring himself and he jumps out of the "spider costume". Jaden thinks it's all for show but Kagemaru proves him wrong by tossing the "spider costume" away. He orders Jaden to finish the duel with him.