Having lost the duel to Seto Kaiba and five of his Star Chips—losing the only chance he has to save his grandpa—Yugi has lost the will to go on. Joey offers him his Star Chips, knowing that Serenity needs help but Solomon Muto needs help now, but Yugi won't even say a word, fearful of how far his other self was willing to go against Kaiba.
Mai arrives and offers him five Star Chips she picked up as extra in thanks for helping her against Panik. Unfortunately, Yugi won't respond, and Mai, not understanding the situation, demands he duel her for them instead. When he still won't react, Tea steps in and says she'll duel Mai for Yugi.
Mai easily defeats Tea's fairy cards at first, stymieing her spell cards with De-Spell and powering her single Harpie Lady to 2100 attack points with equip cards. Tea draws Shining Friendship, which reminds her of her bond with her friends, and is able to stall Mai from destroying it long enough to power it up to 2000. It's still not enough to defeat Mai, though, until the Magician of Faith's flip effect activates and lets Tea use De-Spell. Mai's Harpie Lady is taken down, and while she could use Harpie's Feather Duster, she chooses to surrender and gives Tea her Star Chips.
With 10 Star Chips and renewed confidence, Yugi and his friends make their way to the castle.
This episode contains examples of:
- A Day in the Limelight: Tea finally gets to duel.
- Bowdlerization: Fairy's Gift and Shining Friendship's human form are given dresses to wear, as they're nude in the original.
- Heroic Blue Screen of Death: Yugi is in one that lasts most of the episode.
