At the duel, Dark Marik taunts Mai by asking her if she feels lightheaded, which is an expected symptom of having memories erased. Tea` cheers Mai on but Mai just blankly stares back at her and Yami realizes what Dark Marik said earlier is true. Dark Marik mentally says for Mai to cherish her memories for soon she'll forget everything. He then takes his turn by setting 1 card, then playing Makyura the Destructor (1600) in Attack Mode and equipping it with Black Pendant, raising its ATK by 500 to 2100. Mai realizes that he's going to attack next (ya think?) but is ready with her Amazon Archers (Amazoness Archers in the CG) Trap Card, reducing his monster's ATK by 500 back down to 1600. (The real card can only be activated when an Amazoness monster you have is attacked and it not only reduces the ATK of all your opponent's monsters but forces all their monsters to Attack Mode, stopping any Flip-Effects from activating and forces them to attack. In this case, The Unfriendly Amazon is not an Amazoness monster and would not be a legal target for the card's activation.)

However, Dark Marik thanks Mai as his score drops to 1950 and he loses memory of Strings the Quiet One, saying there isn't anyone in his mind worth remembering. He'd rather forget all of them. Still, since the monster wearing Black Pendant got destroyed, Mai takes 500 damage, leaving her score down to 3500. (The real card just needs to be destroyed and sent to the Grave, which can occur without you losing your monster.) In addition, since Makyura went to the Grave, Marik can play a Trap Card from his hand. (The real card lets you play multiple Trap Cards from your hand, which is why it hasn't been unbanned.) He chooses to activate Rope of Life, bringing back Makyura with 800 more ATK to give it 2400. (The real card requires you to discard your entire hand and Dark Marik had no cards left once Rope of Life was activated, making it an illegal move if he tried it in the CG.) Dark Marik then attacks, destroying TUA and leaving Mai down to 3100 (though not shown) and causing her to lose Joey from her mind.

It's nothing new to her as it feels like when she was a kid, not having friends and her family unable to spend time with her. She was even lonely after getting a job and discovering the Duel Monsters Card Game but everything changed on the boat to Duelist Kingdom. She obtained friendship and her loneliness was gone but now she's losing the only friends she's ever had! Joey disappears from her mind and she collapses. Joey tries getting through to Mai, even after Yami explains that Mai has been made to forget who he is. Yami has had enough and decides to use shadow powers to help Mai and enters Mai's mind. He does so and it takes some convincing as Mai has concluded that she's alone and that the Shadow Games are real when both aren't true. She has to be strong, it's up to her now but Dark Marik isn't happy about Yami's intrusion.

Mai confidentially orders Dark Marik to not bother scaring her anymore and sets 1 card before playing Amazon Chain Master (Amazoness Chain Master in the CG) (1500) in Attack Mode, ready to activate her secret weapon once Dark Marik attacks. Dark Marik summons Holding Arms (500) in Attack Mode and even though weak, it can stop ACM from attacking for 3 turns. (A similar card called "Viser Des" has the same effect and can't be destroyed in battle until the effect expires.) He activates HA's effect and ACM is stuck in place. Yami orders Dark Marik to just duel but Dark Marik protests that it is how he duels as he's just playing the game as it used to be. When Yami calls him insane, Dark Marik protests again that Yami uses ancient magic to duel too. Mai again remarks that she can defend herself from then on. Yami is going to let Mai keep dueling as it is her choice and Joey hopes it's the right one.

Mai draws and activates her face down Grave Arm to send her own ACM to the Grave, triggering its effect to allow Mai to take a card from Dark Marik's deck (Not explained in the US is the fact that ACM's effect costs 1000 LPs to use in the anime, which explains the 1000 point difference in her LPs later on but the real card's effect costs 1500 LPs to use, is only triggered if the monster is destroyed by battle and sent to the Grave, and only takes cards from your opponent's hand.) Naturally, she takes Dark Marik's Winged Dragon of Ra and there's some cheers from the crowd and also some doubts as Dark Marik and Kaiba question whether or not she can use it.

Mai draws, knowing full well she needs to tribute 3 monsters to bring out Ra but she has none and Dark Marik has two. She sets 2 cards and plays Amazon Fighter (Amazoness Fighter in the CG and it's an Effect Monster) (1500) in Attack Mode, mentally warning of an unpleasant surprise for Dark Marik if he attacks her. Dark Marik attacks but Mai is ready with Amazon Magician (Amazoness Spellcaster in the CG and it's a Normal Spell, meaning it can't be activated during the opponent's turn.), swapping the ATK points of both monsters, therefore destroying Makyura and leaving Dark Marik's score down to 1050. (The real card, much like Amazoness Archers can only be used on an Amazoness monster, which Amazon Fighter here is not.)

Dark Marik says it's a small price to pay for Mai was caught in his trap again as he activates Card of Last Will, letting him draw 5 cards since his monster's ATK was decreased. Not only that, Makyura's effect has activated and Dark Marik chooses to play Nightmare Wheel on AF, dealing Mai 500 damage each turn and stopping AF from attacking. Mai responds with her other face down card, Rescue Operation (Dramatic Rescue in the CG), letting her replace her monster with a new one and she makes her new monster Cyber Harpie (Cyber Harpie Lady in the CG) (1800) in Attack Mode instead of what Dark Marik and Mokuba had thought but Mai plans to bring out Ra by the end of her next turn.

Her next draw is Graceful Charity, which can help get what she needs and lets her draw 3 cards, then discard 2. She gets what she's been waiting for and uses Elegant Egotist to make her one Harpie Lady into the Harpie Lady Sisters (1950) in Attack Mode. (Cyber Harpie Lady has her name become Harpie Lady while on the field.) Next she tributes her HLS for The Winged Dragon of Ra but all that appears is a golden sphere as Dark Marik explains that Ra is locked inside. She can't use it and will never unlock its ancient powers!

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