Up in Pegasus' castle, the Big Five have a word from their associate.

"With Kaiba still reeling from his loss to Yugi Muto, it's time to seize control and bring this company's reputation back to what it once was." says one of them.

"Patience, gentlemen." Pegasus soon says. "Once I defeat little Yugi, Kaiba's company will become ours."

"Of course, had you disposed of Kaiba as originally promised, we would have already assumed power." the first of the Big Five says in response. "But don't worry, we'll finish what you started."

"No. No one is to lay even a finger upon Seto Kaiba." Pegasus retorts.

"But if he's able to rescue his little brother, we'll lose our only tie to the Kaiba name." the Big Five member says.

"Mokuba's future role as figurehead of KaibaCorp will now be jeopardized by his older brother's presence." Pegasus replies. "Trust me, gentlemen. I have my own plans for Seto Kaiba, and the technical knowledge he possesses." The Big Five relent and agree.

"Don't fail us." the member says as Pegasus rises from his chair.

"Gentlemen, KaibaCorp is about to enter a new era of prosperity, and you are all about to become obscenely rich." Pegasus says confidently with a chuckle as he heads to the window. "As for you, Kaiba, our partnership is just beginning." Outside, just a mile or so away from the island, a helicopter flies toward it. The pilot, Seto Kaiba himself. Seto can't believe that all his business associates would turn on him after a single Duel Monsters defeat. But he admits that losing to Yugi has shaken his own self-confidence as well, remembering when Yugi summoned Exodia to destroy all three of his Blue-Eyes White Dragons. He then thinks about what Yugi said to him after he won, wondering if what he said was right. However, he knows that he didn't have time to start second guessing himself, not when his little brother is held captive by Pegasus. Therefore, if he plans to face off against Pegasus, he'll have to rely on his old dueling instincts, believing it's the only chance he has to free his brother. And he knows for a fact that once Mokuba is out of harm's way, he'll turn his attention to the Big Five and unleash his wrath on them, knowing that he wasn't going to just sit idly by while they dismantle his life's work, further stating that he would make them all regret ever crossing him. Down on the island, while Tea sleeps with some of the girls inside a tent and while Joey and Tristan snore the night away with the rest of the girls and Spike, Twilight and Yugi are up with Bakura.

"Bakura, am I seeing things or is your Millennium Ring actually glowing?" Yugi asks.

"If it's not, then all three of us are hallucinating." Bakura says as they all look at one of the points on the end of the ring glow and point somewhere.

"That's kinda spooky, don't you think?" Yugi asks "The way it's pointing like that."

"Yes. It's almost like it's being tugged toward the castle." Twilight answers.

"Pegasus' castle?" Yugi asks. "Why would it do that?"

"I don't know, but it did the same thing the day I met you and the others." Bakura says, remembering the very day he arrived at Domino High and met the group. He remembers that he was watching Yugi and Joey play Duel Monsters when one of the points on his ring suddenly started glowing and pointed right towards Yugi's Millennium Puzzle.

"Wow, Bakura. Those pointers are able to zone in on other Millennium Items." Yugi says in amazement.

"But then why would it point to the castle?" Bakura asks.

"Because of what's inside the castle." Twilight answers. "Pegasus' Millennium Eye. That's what took Yugi's grandpa's soul."

"My, it's all kind of scary, eh, guys?" Bakura asks. "Pegasus grabbing souls with his, and I'll never forget when mine took us all to the Shadow Realm." Both Twilight and Yugi nod. Later, while Twilight and Bakura sleep, Yugi wonders why the more involved he gets with the whole tournament and Pegasus, the more it all seems to be connected to the Millennium Items. First, Pegasus' Millennium Eye, and now Bakura's Millennium Ring. And, of course, his own Millennium Item. Yugi admits that ever since he first solved his ancient puzzle, playing Duel Monsters has never been the same. Now, every time he duels, he feels the strong, courageous presence of Yami Yugi within him, realizing he's a spirit, and whatever it is, he prays it'll help him save his grandpa, whom he misses so much. Suddenly, his thoughts are interrupted by the sound of an approaching helicopter, Kaiba's helicopter, unbeknownst to him. At the castle, Pegasus also senses Kaiba's arrival. Soon, everyone at the campsite wakes up as the helicopter approaches, though Joey and Rainbow are both annoyed. Soon, to the surprise of everyone, Kaiba steps out of the copter.

"What's Kaiba doing here?" Pinkie asks.

"I don't know, but it looks like he means business." Applejack answers as Yugi approaches him.

"I haven't seen you since our duel, Yugi." Kaiba says. Yugi then pulls something out of his pocket.

"Here, your deck. I've been keeping it for you since that imposter left it after I beat him." Yugi says as he hands the deck to Seto. "Just think of it as a thank you for that duel you helped me win."

"Thanks." Kaiba says as he takes the deck. "I'll see to it that you'll be compensated for all your trouble."

"Actually, Kaiba, I was thinking that since we're all headed for Pegasus' castle, you could stick with us and get us inside somehow, that way we can take Pegasus down from the inside out." Yugi suggests. "After all, you're not a competitor in the tournament."

"Don't be so naïve." Kaiba replies. "This isn't just a game anymore, Yugi. It never was for me, at least. I'm going after Pegasus to save my brother. Not so I can win a silly prize of $3,000,000. Have fun with your tournament." Kaiba proceeds to walk away, to the anger of Joey and Rainbow. Both of them proceed to rush toward Kaiba.

"Hey, listen, tough guy! We can understand you wanting to save your little brother, I'd do the same for my youngest friend back home, but don't go thinking that you're the only one here with a noble cause." Rainbow says.

"I'm with her, after all, like you, Yugi's fighting for his grandpa and I'm fighting for my sister." Joey concurs. "That means there's no reason to think you're the only noble one here, capeesh? We both, like you, have something and someone worth fighting for, so if you want a piece of Pegasus, you'll have to get in line behind Yugi or deal with both me and Rainbow."

"That just proves it, Kaiba, neither of us are afraid to stand up to you." Rainbow says with a look of prideful defiance.

"Nice grip, Joey. Let me show you mine." Kaiba says as he grabs Joey's hand and tosses him aside, to the shock of everyone.

"That was uncalled for!" Bakura says as Yugi checks on Joey.

"I agree, Bakura, darling. Unnecessary, too." Rarity adds.

"Oh dear. Are you okay, Joey?" Fluttershy asks.

"Relax. I'm fine." Joey says as he gets up.

"Do you really think I'm going to let you and this little tournament you're in delay me from finding Pegasus?" Kaiba asks.

"Never mind Pegasus, now you got me to deal with, so bust our your cards and let's get it on!" Joey says, clearly irked.

"I don't think this is a wise move, Joey. You may be have been able to beat a runner-up in the regionals when you dueled Rex, but you're talking to a world champion." Twilight says.

"She's right. So how about you go find someone else you can actually beat, like someone as bad as Rex Raptor. Or a monkey." Kaiba says as Joey gets up, more mad than before.

"I wouldn't push it that far if I were you, Kaiba." Applejack says. "Calling Joey a monkey is bound to get you on his bad side."

"I don't have time for your nonsense or throwing insults, anyway." Kaiba says as he turns to walk away.

"Go ahead and run." Joey says aloud. "Everyone knows you're washed-up has-been!"

"Joey, be careful what you say around someone as rich as Kaiba." Spike says. "He may be called a creep by some, but he's still pretty much considered the top ranking duelist in the whole world."

"Not anymore." Joey retorts, causing Kaiba to stop and look back. "That's right, tough guy, I bet ever since Yugi mopped the floor with you, you can't even lay a trap card without flinching!" Everyone else tries to get Joey to back off, but to no avail. "What do you say, money bags? Care to prove me wrong?"

"On one condition...we play using my latest innovation in holographic duel technologies." Kaiba says, puzzling the gang.

"What do you mean by 'latest innovation in holographic duel technologies'?" Twilight asks, a bit intrigued.

"It means that if Joey's that eager to duel me, he's gonna have to do it using my latest holographic system." Kaiba explains as he holds up his briefcase. "In this briefcase is a prototype of a new hi-tech dueling device that allows players the realism of arena matches in any setting."

"A dueling device that can create holograms anywhere?" Twilight asks, more intrigued. "Like, a portable dueling field?"

"Something similar, but you're not wrong." Kaiba says as he opens the case to reveal his devices and tosses one of them to Joey. "It's technology is unprecedented."

"What is it called? Because it looks like a disc to me." Applejack says.

"You're close, it's proper name is Duel Disc." Kaiba says as he preps the second device for himself. "This is the most state of the art display modulator ever built. So, if you think you have what it takes to handle it, just strap it on." Soon, both players have their Duel Discs ready.

"Now that he's strapped it on, what happens?" Twilight asks.

"Just insert your deck into the display drive recognizer." Kaiba explains. "A life point count will light up and keep score for you the entire match." Kaiba inserts his deck into his recognizer. "Then choose a card you want to play and set it on the digital card reader. I think the rest will explain itself." Kaiba then sets his first card on his Duel Disc. "All set? Then let's duel."

"You got it." Joey responds.

"Now, brace yourself...for my Battle Ox!" Kaiba shouts as he tosses his Duel Disc out to the center of the field. In mere moments, the same effects seen on an arena during a duel.

"Whoa! Check out all those lights!" Tristan says.

"It's like a rain of glitter, only it's going up rather than usual rain would come down." Rarity says in amazement.

"Yeah, it's like something from an enchanted dream." Tea says. But soon, the Battle Ox appears and her tone changes whilst its appearance gives Fluttershy a scare.

"Make that a virtual nightmare!" Fluttershy says in terror.

"No way! That's a hologram?" Twilight asks in disbelief.

"A hologram of unprecedented realism." Kaiba explains. "It breathes, it snarls, my new Duel Disc technology even simulates its odor."

"You're telling me. That thing really stinks." Joey says. "Good thing he won't be around for much longer." Joey proceeds to put his card on the disc. "Alrighty, here goes nothing!" Joey then spins the duel disc out on the field. "Go, Armored Lizard!" In no time at all, the Armored Lizard appears.

"Go, Battle Ox! Axe Slam Attack!" Kaiba commands as the Battle Ox slices into the Armored Lizard, though it looks like nothing happened.

"Yes! He withstood your attack!" Joey says with a smile.

"Oh, did he?" Kaiba asks. "Look again!" Right on cue, the monster begins to disappear and the card goes flying off the disc.

"Okay, that's real enough for me." Joey says in shock as his life points decrease to 1800.

"Man, guess Joey didn't realize that Kaiba's overgrown ox had 1700 attack points while the Armored Lizard had 1500, just the right amount for the Armored Lizard to be cut in half." Spike says.

"This new technology isn't for the feint of heart, Joey." Kaiba says. "It's intended to force duelists to think on their feet. If it's too much for you, maybe you should give up now."

"Fat chance!" Joey retorts as he retracts the disc back to him. "Don't you worry, Kaiba, I'm a quick learner." Joey draws his next card. "Watch. Set the card, spin the disc, and...bingo! The Flame Swordsman! Ready to slaughter that sirloin of yours! Attack, with Flaming Sword of Battle!"

"But, Joey, the Battle Ox has a magical resistant to all fire attribute creatures! Dropping your monster's attack power by 300 points!" Yugi calls, but it's too late as the Flame Swordsman is destroyed, dropping Joey's life points to 1600.

"Why am I not surprised that you made such an amateur mistake?" Kaiba asks. "And Applejack said that you managed to beat Rex Raptor. But then again, he was a runner-up in the regionals. Maybe from now on, you ought to let Yugi or Spike pick all of your moves for you. Or better yet, why don't I teach you some of the advanced moves of the game, the hard way?" Kaiba proceeds to put both Mystic Horseman and Polymerization on the Duel Disc once he retracts it back to him. "Mystic Horseman and Battle Ox, merge into Rabid Horseman!" In no time at all, both monsters have fused into a bigger and stronger creature.

"As if an axe wielding bull-vine was bad enough, now a creature that looks like a centaur?!" Rainbow asks in shock.

"You think I'm afraid of that deformed pony?" Joey asks. "I'll show you something that you should be afraid of! Swamp Battleguard, attack!" However, the monster is quickly dispatched, dropping Joey's life points to 1400. But Joey keeps sending out monsters, losing more life points with each one. First Axe Raider, bringing his life points to 1100, then Battle Steer, dropping his life points to 900, then Garoozis, dropping his life points to 700, then Rock Ogre Grotto #1, though his life points were spared as the monster was in defense mode, and then Rude Kaiser, dropping Joey's life points to 500 before Joey drops to his knees, exhausted.

"Joey, you're forgetting everything that you were taught about playing Duel Monsters!" Twilight calls. "You can't attack a monster that's clearly more powerful than your own! That monster has 2000 attack points, and all you've been doing is sending out monsters in attack mode to take it down!" Kaiba soon starts laughing.

"She's right, Joey. You did forget everything you ever learned about playing this game. Now you're beaten, forced down to the dirt like a whimpering dog." Kaiba says. Joey knows that he'll have to come up with a card to turn the duel around, just as his friends start urging him to get up.

"Joey, I've known you for a while, and you're always an expert at coming up from behind." Applejack says. "Your duels with Mai and Rex proved it."

"She's right, Joey." Rainbow says. "Now get up and show Kaiba that there's no way anyone gets away with calling you a canine!"

"You're right, Rainbow." Joey says. "No one gets away with calling me a dog, and once he sees what I got in store for him, and when he sees what I got in store for him, he's gonna be the one on the ground!" Joey them draws his next card and plays it. "Check this out! Red-Eyes Black Dragon!" Kaiba smiles, somewhat impressed that Joey got such a rare monster.

"Joey's best card, compliments of Rex Raptor!" Applejack says with a smile.

"Kaiba's in big trouble now!" Tristan says.

"Inferno Fire Blast!" Joey calls out as his best monster attacks and destroys the Rabid Horseman, bringing Kaiba's life points down to 1600. "Take that!"

"It's just like a novice to rejoice when there's no reason to celebrate." Kaiba says. "True, the round may be yours, but the duel is about to become mine."

"Say what?" Joey asks

"Your Red-Eyes is a powerful, and very rare, dragon, but his ferocity pales in comparison to my beast." Kaiba says as he holds up and plays his next card, and everyone knows exactly what card it is. "The legendary Blue-Eyes White Dragon!" In seconds, the dominant dragon emerges.

"Yugi was right, the only thing stronger than the Red-Eyes Black Dragon is the Blue-Eyes White Dragon." Spike says.

"Blue-Eyes White Dragon, White Lightning Attack, now!" In one blast, the Red-Eyes Black Dragon is destroyed, completely depleting what's left of Joey's life points.

"No! I lost!" Joey says in agonizing defeat.

"That's right, Joey. Stay down." Kaiba says. "Stay down like the sniveling, defeated dog I've turned you into."

"Are you alright, Joey?" Fluttershy asks as the group approaches Joey.

"I'd say my Duel Disc system has proven quite effective." Kaiba says. "Not only did its stunning realism jar Joey into complete and utter submission, but just look at him. He's moping like a frightened dog with his tail between his legs. Which is exactly how I intend to leave Pegasus."

"But using Joey as a test subject, someone who's fighting for the wellbeing of a family member." Fluttershy says.

"Yeah, you jerk. Did you have to take his confidence away with his life points when his dragon was destroyed?" Rainbow asks, clearly upset. "After all, Joey was just starting to get his feet off the ground as a duelist with two wins over both a tournament worthy duelist and a runner-up from the regionals."

"She's right. Beating an opponent doesn't give you the right to humiliate them." Twilight says.

"Quiet, Twilight. Don't give him the satisfaction." Joey says.

"Look, guys, do you honestly believe that if any of you were dueling Pegasus, he would've been any merciful with you than I was with Joey?" Kaiba asks as he turns his attention to Yugi. "I understand that the Heart of the Cards is a powerful and proven philosophy, Yugi, and that it all works well for you, but I need to duel my own way now. I can't risk trying something new. But maybe Joey should keep trying new ways to last in a duel, rather than just relying on the Heart of the Cards alone, unless he likes life as a losing dog. Scrounging on the scraps of past victories and begging for mercy from far more experienced duelists."

"Please, Kaiba. That's just not true, and you know it." Yugi retorts.

"Oh, yeah? Well, that's the attitude you have to take if you want to stand a chance against Maximillian Pegasus." Kaiba says as he looks up towards the castle. "You don't understand, Yugi, this is the man who created Duel Monsters. He has every card that's ever been made at his disposal, he's mastered every strategy that's ever been played. Pegasus always makes sure that he has every possible advantage working in his favor. If I'm to stand any chance against him at all, I'll have to play by my own ruthless rules. Not his."

"Well, Kaiba, once Yugi and Joey get the right amount of star chips to enter the castle, they'll both have a chance at winning a duel against Pegasus in the finals." Twilight says.

"Open your eyes, Twilight. Even with Yugi's prodigious talents, he'll be defeated like all the others." Kaiba responds. "Because when Pegasus duels, he uses much more than mere skill. I've seen him use a tactic or magic or whatever it is that's stronger than any magic card." Kaiba then remembers an example of what he means. "It was at the Intercontinental championship tournament, in New York City, long before I completed development on the holographic technology used in duels both here and some back in Domino City today. I had been invited as Pegasus' guest of honor. A skilled hot-shot duelist called Bandit Keith had made it to the final match, having already won the title, the duel against Pegasus was a bonus for winning. He was playing well, but I could see that Pegasus was just toying with him. Of course, Keith had no idea. Pegasus just stared straight into Keith's eye after Keith drew his next card with unnerving confidence. Then he scribbled something on a piece of paper and called over some kid from the crowd. I couldn't believe that Pegasus was allowing the kid, a boy named Sam, to duel in his place. He handed the paper to him, and took a seat right next to me. Keith then revealed his card, Garnecia Elefantis, a powerful level 7, earth attribute monster with 2400 attack points. But the kid then played as per the paper that Pegasus gave him, which was the Flying Elephant, the original version of it before it was changed. The monster was much weaker than Keith's, having only 1850 attack points, but it had a special ability to attack Keith's life points and destroy the monster at the same time, winning the match for him!" None of the group could believe the story that Kaiba told as his memory of that match ended. "I still don't know how he did it. I only hope my new duel Disc system will give me the edge I need to beat him once and for all." The story causes Yugi to remember when Pegasus stole his grandpa's soul, and the duel that came before.

"That story...it reminds me of when I first dueled Pegasus." Yugi says. "It was like Pegasus could see my cards and know my every strategy. But, Kaiba, that's still no excuse to take it out on us and turn Joey into your new system's guinea pig.

"Perhaps. But that system could be my only way to beat Pegasus, so I had to test it." Kaiba retorts. "This is war for me, Yugi. Your friend was a casualty." Kaiba proceeds to turn to walk away.

"Kaiba, we may not agree on each other's methods, but at least we both understand that Pegasus must be stopped." Yugi says, prompting Kaiba to stop. "I hope you succeed in rescuing your brother."

"We all do." Twilight says.

"And I hope you succeed in your ventures." Kaiba says to Yugi. "Let's just hope our paths don't cross again before this is all over." Kaiba then walks away, but up in the castle, Pegasus laughs.

"I can sense you, Kaiba." Pegasus says with a wicked smile. "But are you hunting for me, or am I hunting you?"

Author's Note

Had to come up with some reason why the full effect of Flying Elephant wasn't utilized in the anime.