On the way to school, Tea asked Yugi who he thought would win the soccer match, but Yugi was ignoring her and instead looking at a fortune teller on the street. Yugi hoped that he may be able to answer the questions about Yami's past, so he went over to the man. The man asked for a personal item from Yugi and suggested his Millenium Puzzle. Yugi handed over his puzzle, but the man then flipped over his table and ran away with the Millenium Puzzle. Yugi ran into the alley, following the caped man, while Tea tried to cut him off in a different direction. As Yugi entered the alley, he wasn't able to find the man, thoguh he did find a bunch of arrows on the wall pointing in a certain direction. Yugi decided to follow the arrows.
Meanwhile, Tea was having less luck than Yugi. As she ran to find him, she met Bakura. Bakura asked her what was wrong and Tea told him the whole story. Bakura offered to help, however at this time, Yami Bakura took over the body. Yami Bakura was pleased and he knew that he could use this situation to his advantage. Yami Bakura then left Tea and took out his Milleniun Ring and used it to track Yugi's puzzle. As he walked down the alley, he switched all the arrows so if anyone else came that way, they wouldn't know where to go.
After having had followed the arrows, Yugi reached a clearing with warehouses. As final arrow pointed to one of the warehouses. Yugi entered the building and could immeadiatly feel Yami in the room. A spotlight suddenly turned on and revealed Yugi's puzzle, which was chained to a duelling arena. Yugi then heard the fortune teller's voise telling him that the two of them would duel for Yugi's Millenium Puzzle. The fortune teller told Yugi that even though he could easily take the Millenium Puzzle, its powers would be useless until he won it in a duel. Worried by the man's knowledge of the Millenium Items, Yugi didn't want to duel, but he had too to get the Millenium Puzzle back. Yugi tried to connect with Yami, but wasn't able to. The fortune teller then told Yugi that this would be his last duel. Yugi knew that he must put all of his faith into the heart of the cards.
Yugi started the duel by summoning Celtic Guardian(1400/1200) in attack mode. The fortune teller set a monster and ended his turn. Yugi then attacked with his Celtic Guardian, but the face down card was Cyber Jar(900/900), destroying Celtic Guardian and allowing both players to summon up to five monsters from the top of their deck. Yugi set one monster, while the fortune teller summoned Mechanical Chaser(1850/800) and Ground Attacker Burgoth(1500/1200). Yugi was suprised by all the machine monsters and knew that only one duellist used this many machine monsters, and this was Bandit Keith. Yugi told his opponent to reveal himself and the fortune teller turned out to be none other than Bandit Keith.
Yugi was shocked to see Keith, especially after he had fallen from Duellist Kingdom. Yugi asked Keith what had happened to him. Keith explained that Bandit Keith's body was being controlled by somebody else. The mysterious controller of Keith explained that after Keith had fallen from the island, he had been found in the ocean by his ship. At this time, Keith told Yugi that he would do whatever he could to get the puzzle. Suddenly, the real Bandit Keith took over his own body and called out for help. Keith's controller regained control of Keith and forced him to continue to duel by summoning Machine King(2200/2000). Machine King's attack rose for every machine type monster on the field, making it's attack 2500. Machine King then attacked and destroyed Yugi's face down Slver Fang(1200/800). Keith told Yugi that he should just give up, but Yugi knew that he had to get his puzzle back. Yugi set a new monster. Keith summoned Mega Sonic Eye(1500/1800) to power up Machine King even more and Machine King destroyed Yugi's Giant Soldier of Stone(1300/2000). Without his friends cheering him on, Yugi is now unsure if he can win.
Meanwhile, Tea had arrived at school. She found Joey and Tristin and the gang decided to go off and find Yugi. As they were about to leave, they were stopped by Coach Morty, who reminded them that they promised to help out at the game. Joey tried to persuade Coach Morty, but then Tristin had to lie and tell him that Tea's cat was sick and it needed to go to the vet quickly. Coach Morty felt sorry for the cat and let them go.
Back at the duelling arena, Keith told Yugi to give up again. Yugi refused and summoned Curse of Dragon and Gaia the Fierce Knight. Yugi then activated Polymerization and fused the two monsters to create Gaia the Dragon Champion. Gaia the Dragon Champion then destroyed Mechanical Chaser(Keith's LP:1250). Keith swicthed Mega Sonic Eye and Ground Attack Burgoth to defence mode. Keith then played Machine Conversion Factory, powering up Machine King to 2800. Machine king then destroyed Yugi's dragon champion(Yugi's LP:1800). Yugi wondered again if he could possibly beat Keith's machine army. Yugi then played Makiou the Magical Mist, amking the field damp, lowering the attacm points of all the machines. Yugi then summoned Summoned Skull, which gained attack power and destroyed Machine King(Keith's LP:500). Keith then told yugi that he was pretty good, but not good enough.
Back in town, Tea, Tristin, and Joey had returned to the alley where Yugi had been and were confused because of the arrows. The three of them began to search for Yugi. As the three friends continued to search, Keith played Graceful Charity. Keith drew three cards and discarded two cards from his hand. Instead of drawing three random cards, Keith cheated and used a hidden spring mechanism to draw certain cards that he wanted.
Keith then played Zera Ritual. Yugi was suprised, but he told Keith that he needed the ritual monster card too. keith then sacraficed his two machine monsters and summoned Zera the Mant(2800/2300). Yugi was surprised as Zera destroyed Summoned Skull(Yugi's LP:2500). Meanwhile, Yami Bakura had reached the warehouse and knew that someone evil was in there. Tristin, Joey, and Tea still hadn't had any luck finding Yugi, and Yugi was concerned that he may not be able to beat Zera the Mant. However, the real Keith cried out for help again. Yugi wasn't sure if he could win without Yami helping him.