Kaito continues to refuse aid from the Resistance, insisting he has cut ties with them. Kurosaki, attempting to get through to him, challenges him to a duel. Kurosaki takes the first turn and summons "Raid Raptors - Rise Falcon," and activates the Continuous Magic "Raptor's Intercept Form." He sets two cards and ends his turn. Kaito summons "Galaxy-Eyes Cipher Dragon" and uses its effect, but Kurosaki uses the effect of Intercept Form to negate the effect. Cipher Dragon attacks and the effect of Intercept Form lets Kurosaki switch the ATK and DEF of his attacked monster. He further finds the Action card "Miracle" and uses it to negate Rise Falcon's destruction and halve his battle damage to 500. Kaito sets two cards and ends his turn, furious that Kurosaki would rely on an Action Card to save himself.
Kurosaki draws and activates "Rank-up Magic - Raptor's Force" to summon "Raid Raptors - Blaze Falcon." Blaze Falcon's effect activates to destroy Cipher Dragon, but Kaito activates his Trap "Cipher Bit" to negate its destruction and attach Cipher Bit to Cipher Dragon as an Xyz Material. Blaze Falcon attacks directly via its effect, taking Kaito to 3000 Life Points, and its effect activates to destroy Cipher Dragon. Kaito activates "Cipher Spectrum" to revive his destroyed dragon and summon another one from the Extra Deck. Kaito takes his turn and attacks with his two dragons. Kurosaki activates his Continuous Trap "Overlay Breast Armor," detaching Blaze Falcon's Xyz Materials to negate its destruction. He falls to 500 Life Points, and Blaze Falcon is left without any Xyz Materials.
Kurosaki begins his turn and starts looking for Action Cards as he declares an attack on a Galaxy-Eyes Cipher Dragon with Blaze Falcon. Kaito questions Kurosaki relying on the other of outsiders, but Kurosaki replies they are comrades he has found in other dimensions, and their power adds to his own. Blaze Falcon rises to 2600 ATK, but the third Action Card "Flight" can only be activated when attacked. Kurosaki falls as Blaze Falcon is destroyed and he is left with 100 Life Points. Kaito tells him that relying on the Action Cards has clipped his wings, and that comrades are only a burden who force you to endure loss and sorrow when they fall in battle. Kurosaki says he fights to defend his comrades, and activates "Rank-up Magic - Double Doom Force" to revive Blaze Falcon and rank it up to the Rank 10 "Raid Raptors - Ultimate Falcon."
Kurosaki activates the Trap "Ultimate Burst" which lets him use the effect of Ultimate Falcon during the Battle Phase, detaching its lone Xyz Material to sap the ATK of Kurosaki's monsters by 1000, and Ultimate Burst will let Ultimate Falcon attack all his opponent's monsters this turn. The first Cipher Dragon is destroyed and Kaito falls to 1500 Life Points; the second attack will deplete them. Kurosaki says this is the power of his comrades, and Kaito is a comrade too. Yuto thinks back to dueling school when Kaito and Kurosaki were friends as well as rivals that dueled for the entertainment of the kids, and Yuya repeats the words aloud, and tells the others Yuto resides inside him.
Kaito remembers the kids being carded, and activates the effect of "Cipher Mirror Knight" in his hand, discarding it and destroying his face-down card to revive his destroyed dragon. His destroyed face-down card is "Cipher Clone Magic," which lets him send "Cipher Interfere" from his deck to the Graveyard and activate its effect. Cipher Dragon's ATK doubles to 4000, and Ultimate Falcon is destroyed; Kurosaki loses. Kaito approaches him and prepares to card him, but the others call for him to stop. Sayaka also reveals that she saw Yuri duel Ruri, but was too afraid to step in and help her. Kaito reaches for his Duel Disk, but turns and leaves, sparing Kurosaki.
This episode contains the following tropes:
- Character Development: This episode is meant to show Kurosaki's development as a whole. Showing that he did change from the Nominal Hero he was at the start of the series. The dub hammers it home even more with his expression of regret for his past actions.
- Face Death with Dignity: Kurosaki simply stares Kaito down impassively as the latter prepares to card him.
- Fighting Your Friend: Kurosaki challenges Kaito, to try and bring him back to the Resistance.
- Foil: Kaito is one for Kurosaki. Kaito represents what Kurosaki could have become if he didn't calm down in the Synchro Dimension.
- Friendly Rival: Flashbacks show that Kurosaki and Kaito used to be this. Their present day relationship is much colder.
- I Work Alone: The cause of this episode's conflict is that Kaito refuses to work with anyone feeling that they'll just die one day leaving him alone; extrapolated in the dub to include a loathing of letting them down.
- My Greatest Failure: Sayaka blames herself for not being able to help Ruri.
- Once More, with Clarity!: A flashback to Ruri's kidnapping is shown, but this time, it's also shown that Sayaka bore witness to the whole ordeal.
- Reality Ensues: Like Edo in the previous episode, Kurosaki learns the hard way that relying on Action Cards means you might end up getting one that you really don't want at the moment.
- The Reveal: In-universe, Yuya spills the beans about Yuto residing in his body - after involuntarily speaking Yuto's mind.
- Shut Up, Kirk!: Pretty much every word Kaito says this episode is one directed at Kurosaki.
- Warrior Therapist: Kurosaki of all people tries to do this for Kaito. It didn't work.