As the group watches Yugi from the sidelines, cheering him on they're soon rudely interrupted by the laughter of none other than Mai.

"Mai? What are you doing here?" Rainbow asks.

"Plus, we didn't get your last name on the boat." put in Spike.

"My last name is Valentine, kid." Mai answers. "And you guys and those three losers don't seem to realize who your little pal is up against."

"He's no loser if he beat Seto Kaiba on his own turf!" Rainbow retorted. "And we already know that Weevil is the regional champion!"

"Well, those are the key words, hun." Mai said. "Regional champion. He's likely got moves that not even Yugi could even dream of."

"Did you not see Yugi wipe out five monsters in one move by baiting him in with his favorite card and then springing a Mirror Force trap card on him as soon as Weevil declared an attack?!" Pinkie shouted with an offended voice.

"I'm with Pinkie, you probably didn't see the BRILLIANT trap that Yugi lured Weevil into that resulted in Weevil getting over half his life points taken out." Spike concurred.

"In short, there's not reason for you to opinionize Yugi's dueling, so take a hike and leave this duel to the pros!" finished Rainbow.

"And miss the chance to watch a champion like Weevil as he turns this around and beats the kid who beat the world champion? No way!" Mai retorted.

"Well, Weevil did come from behind to win the regional championship title." Joey admitted.

"He's tough and sneaky, since he openly admitted to stealing a copy of the tournament rule book." put in Tristan.

"Whose side are you two goofballs on anyway?!" Tea snapped.

"All we're saying is, unlike his duel with Kaiba, this is Yugi first official tournament duel." Joey answered.

"Not to mention he's fighting a champion, dear." Rarity added. Tea and the girls were fed up with Mai's know-it-all attitude, and hoped that Yugi would find a way to beat Weevil and shut her up.

"You may have flattened my army of bugs, Yugi, but you haven't won." Weevil said with a scowl. "I have plenty of tricks up my sleeve."

"You've done an awful lot of buzzing throughout this whole duel, Weevil, but I'm still here waiting for the sting." Yugi replied with confidence.

"Since you're new to this whole dueling tournament thing, I'll try to make this simple for you." Weevil said. "I'm gonna wipe that goofy grin from your face. Now let's see which lucky bug gets to take the first bite." Weevil picks a card in his hand. "Oh! But this little bug won't stand a chance against your Dark Magician if he should go on the attack. Oh, well, I'll play him in defense mode." Weevil proceeds to set the monster he picked, however, Yugi is still aware of the trap card he set several turns ago, and plans to do away with it.

"That would've been a nice bluff, but I still haven't forgotten about the trap card you set several turns ago." Yugi says as he decides to get his monsters off the field first and then destroy the trap. "I'll go ahead and spring your trap, Weevil. But first, I play the Monster Recovery magic card. It allows me to call back all the creatures I have on the field." Yugi proceeds to take his Dark Magician and his other defense monster off the field. "Now your trap has nothing to snare, and now that my two monsters are safely shuffled back into my deck, Monster Recovery also allows me to draw a new hand." Yugi shuffles his deck and draws a new hand. "Now all I have to do is sacrifice one of my weaker monsters, and your trap is sprung." Yugi then summons the weakest monster in the game, the level 1, dark attribute, 300 attack point fiend known as Kuriboh.

"Kuriboh, attack!" Yugi calls as Kuriboh is summoned. As soon as Yugi calls his attack, Weevil's trap, known as Parasite Worm, activates and destroys the little fur ball.

"And with that, my turn is over." Yugi says with confident as his life points drop to 1050. "Trap cards only work when they catch you by surprise. So next time, don't give your plan away." However, Weevil starts laughing hysterically.

"I didn't!" Weevil called out. "I don't give a bee's behind about that Parasite Worm trap!" The revelation shocks Yugi and the others. "I tricked you into recalling your monsters so you couldn't attack this!" Weevil proceeds to reveal his face down monster, a level 2, earth attribute, 500 attack and 400 defense point, boosted to 650 and 520, respectively, through the Field Power Bonus, caterpillar-like creature called Larvae Moth. Yugi is unsure as to what Weevil is planning by summoning out such a tiny creature.

"Sure, he's just a little slug now, but the Cocoon of Evolution will change all that!" Weevil said as he played the Cocoon of Evolution and equipped it to the Larvae Moth. "Isn't it beautiful?!" Weevil asks as the Larvae Moth starts encasing itself in silk, to the disgust of the group and Yugi due to the sound.

"Normally, I find a caterpillar sealing itself in a cocoon fascinating, but this is one exception!" Fluttershy said in disgust.

"I agree, darling." Rarity concurred. "That is just utterly DISGUSTING!" As for Mai, she stood correct as she had a feeling Weevil would turn the duel around in his favor.

"Behold my Cocoon of Evolution!" Weevil declares. "Within that cocoon sits my tiny little Larvae Moth, and over the next five turns he will undergo a startling transformation...from harmless caterpillar to the unstoppable Perfectly Ultimate Great Moth!"

"Then I'll crack your cocoon open before that happens." Yugi retorted.

"Easier said than done, Yugi, for my Cocoon of Evolution may have 0 attack points, but it has 2000 defense points." Weevil responded. "And it also gets a field power bonus from the wilderness around it, increasing its defense points. It'll be so strong, you won't even be able to scratch its surface! Just five more turns, Yugi. In five turns, my Perfectly Ultimate Great Moth will fully develop and finish you off." Yugi realizes that if what Weevil says is true, he'll have to act fast because that insect will keep growing and changing with each turn, meaning that he'll have to get a monster strong enough to destroy it. So, he summons Gaia the Fierce Knight to the field. The monster attacks, but due to the 300 point difference between Gaia and the Cocoon of Evolution, the attack fails and Yugi's life points decrease by the difference.

"That's one turn down!" Weevil says with glee. "Care to try again?" Over on the sidelines, the group urges Yugi to fight on, but Mai just laughs at their efforts.

"And just what do you think you're laughing at?!" Rarity says in anger.

"All that stupid encouragement you keep giving Yugi." Mai replies. "You make it sound like Yugi even has a chance."

"Of course he does!" Rainbow shouts as Applejack pulls her back.

"Any duelist that's ever gone up against Weevil's Cocoon of Evolution and the monster that hatches from it has been totally trashed." Mai says smugly.

"No way. Yugi's faced off against three Blue-Eyes White Dragons and came back on the winning side of the duel." Twilight said with confidence. "Facing against a giant cocoon will be no different." However, Mai doesn't think so.

"Hear it growing?" Weevil asks. "The more time you waste, the more powerful it becomes." Yugi knows that if he doesn't stop whatever is inside the Cocoon of Evolution before it reveals itself, he'll lose both his only chance of saving his grandpa and his entire deck. Weevil proceeds to draw.

"Tick tock, tick tock. Just four more turns until my ultimate insect emerges." Weevil taunts. "Then you can stop worrying about how you're going to destroy it, and start worrying about how it's going to destroy you." Yugi draws his next card, which is a level four, beast-warrior monster with 1200 attack and 1500 defense points known as Beaver Warrior, and decides to set it up as defense in case he really can't stop whatever hatches from the Cocoon of Evolution.

"You're wasting your turn." Weevil says. "No defense will save your life points once my moth is out!" Weevil proceeds to pass his turn, followed by Yugi after he draws. Yugi knows he has to turn the duel around, seeing as Weevil's pretty confident that whatever's growing in that cocoon is unbeatable, and find some way to pop the Cocoon of Evolution open.

"Yugi, you gotta win this duel for your grandpa! He's counting on you." Rainbow called out.

"I know he's counting on me." Yugi replies.

"Then you can't keep letting that little bug enthusiast push you around. Now get fired up and start kicking butt like you did against Kaiba!" Rainbow calls back. Yugi then gets an idea from what Rainbow just said.

"Well, the only thing I got from those lame cheers is the fact that Yugi's in this tournament for his grandfather, but don't you guys realize that reminding Yugi what he's fighting for distracts him from the game he's playing?" Mai asks.

"How would you know?" Pinkie Pie asks. "I bet no one ever wanted to be your friend as a kid, let alone care enough to cheer you on in a duel or throw you a surprise birthday party."

"You may be his friends, but so far Yugi's losing, so it seems like it's not working." Mai responds cynically, but she soon sees Yugi get a smile on his face and thank his friends for, unknowingly, giving him the very idea he needed to turn the duel back around to his favor, shocking her.

"Well, Mai, I guess that from the look on Yugi's face, I'd say that having supportive friends rooting for him really helped him out." Pinkie said with a smile of pride. Mai begins to wonder what possible good his friends did for him to make him smile and thank them.

"Go, Curse of Dragon! Take flight!" Yugi calls as he summons out a level 5, dark attribute, 2000 attack and 1500 defense point dragon called Curse of Dragon. "And I'll combine it...with this magic card!" Yugi adds as he plays his magic card. "Attack with Dragon Flame!" Yugi commands as the mighty Curse of Dragon launches a stream of fire at the Cocoon of Evolution.

"What do you think you're doing?!" Weevil asks in fury. "You know your little firefly can't hurt my cocoon." But Yugi starts chuckling. "What's so funny?" Weevil asks.

"Whoever said I was aiming for your cocoon?" Yugi asks back. "I combined my Burning Land Magic Card with my Curse of Dragon to destroy the forest all around your cocoon." The spectators were amazed by Yugi's brilliant plan, while Weevil was in disbelief.

"No forest?" Weevil asks. "That means..I lose my Field Power Bonus!"

"Exactly." Yugi confirms. "Your cocoon was too tough to attack directly, as long as it had 2600 defense points with the Field Power Bonus in effect, but without the Field Power Bonus, it's just a big 2000 defense point target."

"I get it!" Spike realized. "In order to get the Cocoon of Evolution's defense points back down to 2000, making it weak enough for Gaia to attack, he had to get rid of the forest around it with the Burning Land magic card, which would normally destroy field spell cards!"

"Now let's try this again." Rainbow said as Gaia prepared to charge.

"Gaia, attack with Spiral Spear Strike!" Yugi called as Gaia lands a devastating blow that punctures the Cocoon of Evolution, at last.

"All right!" Pinkie said with glee. "He broke that cocoon like it were a piñata!" However, the celebration is short lived as something emerges from the remains of the cocoon.

"You don't think it managed to survive that attack, do you?" Twilight asked in worry.

"I've got a bad feeling we're about to find out." Joey answered in worry. Soon, the monster reveals itself to the shock of Yugi's friends as they look upon the size of the level 8, 2600 attack point insect.

"I'm impressed that you pierced my cocoon, Yugi, but still, you were unable to stop the evolution of my ultimate insect, the Great Moth!" Weevil declares with pride.

"But I thought it took five turns for a Larvae Moth to evolve into that thing." Yugi responds.

"So you stopped him one turn early." Weevil retorts. "He's still strong enough to beat you." On the sidelines, Mai notices that Yugi's friends are worried, and she knows that the Great Moth is the reason why. However, Yugi remains undeterred.

"So, Yugi, feeling outclassed yet?" Weevil asks. "Or perhaps you're enjoying your first major league dueling loss."

"You may have gotten your prized monster onto the field, Weevil, but I'll still find a way to squash that oversized bug." Yugi replies.

"You'll pay for that stinging jab with your life points!" Weevil shouts.

"Try me!" Yugi retorts.

"Great Moth, take flight!" Weevil commands as the mighty bug takes to the air.

"So be it." Yugi says as his Curse of Dragon meets it over the battlefield. "We'll settle this in the skies!" Weevil thinks he has the advantage as Curse of Dragon is 600 attack points weaker than the Great Moth and none of Yugi's monsters on the ground can attack the Great Moth while its airborne.

"I think it's high time I pay back your knight for demolishing my cocoon." Weevil declares. Yugi knows that he can't lose Gaia, as he's the heart of Yugi's attack force.

"This is it, Yugi." Weevil says with glee. "My Great Moth will crush your defenses, slay your knight, and blast your dragon from the sky."

"Not if I can help it, Weevil." Yugi retorts as he plays a magic card, but Weevil doesn't take notice as his own bragging is distracting him again.

"But that's just it, you can't help it. Moth Hurricane Attack!" Weevil calls out as his ultimate insect attack and destroys the Beaver Warrior.

"No! My Beaver Warrior!" Yugi said in shock. "There goes my defense."

"It's hopeless. Nothing can stand against the gale-force winds of my Moth Hurricane. Your knight will be totally blown away" Weevil declares with glee as the powerful wind covers Gaia completely. "That'll teach him to mess with my cocoon!"

"Don't count on it." Yugi says with a smile. "Weevil, you were so busy fawning over your moth, you didn't notice I played a Polymerization card." Weevil can't believe what Yugi says, neither can Yugi's friends.

"We only heard about that card in our dueling lessons!" Rarity said in surprise.

"If I have 2 compatible monsters on the field, I can use a Polymerization card to fuse them into one ultimate creature." Yugi explained. "And in this case, by fusing my Curse of Dragon with Gaia, I have created Gaia the Dragon Champion!"

"I'm not some beginner. I know what fusion does." Weevil says with angry arrogance.

"Then you must know it increases my chances of winning, for my Dragon Champion has the same amount of attack points as your Great Moth, making if powerful enough to take it on head to head." Yugi replies, but Weevil disagrees with laughter.

"I wouldn't be so sure about that. Look again!" Weevil says with confidence. Weevil and the spectators look at Gaia the Dragon Champion, and realize that it's losing 100 attack points with each passing second, and fast.

"How is Gaia losing attack points?!" Rainbow asked in shock. "And why?!"

"It's poison, Yugi." Weevil answers. "Poison particles from my Great Moth. Each time it uses its Moth Hurricane Attack, it releases tons of these tiny toxic particles. And your precious Dragon Champion is being poisoned by their deadly touch." Yugi realizes he'll have to find out how to protect his monster from the very air itself.

"Looks like my poison particles are taking their toll, Yugi!" Weevil taunts. Yugi realizes that his deck might have the answer, so with all his faith, Yugi draws his next card, and it's just the card he needed.

"Yes! Ready to be rained out, Weevil?" Yugi asks. "I play Makiu the Magical Mist!" Soon, rain begins to fall on the battle field, as per the effect of Makiu.

"No! My poison! You're washing it all away!" Weevil cries.

"That's right. Makiu's magic water washes the field clean." Yugi explains.

"No fair. I was about to win, and you save yourself with a little drizzle?!" Weevil asks in anger. Yugi knows full well that by playing Makiu, he did more than just save the Dragon Champion. Much more.

"All right then, you may have stopped my poison attack, but I promise you've only won a brief reprieve, because my next move is one you won't be able to think your way out of! Brace yourself for my ultimate insect's ultimate attack! Great Moth, Tornado of Doom!" Weevil declares as his monster nails a direct hit and blows Gaia the Dragon Champion away, lowering Yugi's life points down to fifty.

"Your little rainstorm didn't save you from that one now, did it?" Weevil asks with wicked glee. "Your Dragon Champion is toast. And you're almost out of life points."

"Yugi, keep fightin'." Joey calls out. "You can come back from this."

"If you all think that, you're all delusional." Mai says.

"No. Joey's right." Fluttershy retorted. "Yugi's been in a tough spot before during his duel with Kaiba, so he clearly can bounce back from something like this."

"He never gives up, and we never give up on him." put in Twilight.

"Then you're all nuts." Mai responded. "Weevil totally annihilated Yugi's strongest monster. He's down to a measly 50 life points. He can't win this, so do me a favor and stop yapping."

"Why should we do what you say, you selfish, pompous bleach-blonde, know-it-all windbag?!" Rainbow snapped. "Why don't you take my our advice and get lost?!"

"Don't listen to her, Rainbow." Applejack said. "She don't know Yugi like we do. And right now, he seems to be a right pickle."

"But what can we do?" Fluttershy asks.

"I don't know, but it'd be great if we could trade Mai in for life points." Rainbow says jokingly.

"I know Yugi may be good enough to beat Kaiba, but that was in an unofficial duel." Mai said. "If you asks me, he wastes too much time getting advice from you all instead of focusing on what he's doing."

"Then why didn't Weevil see this coming?" Tristan asked, puzzling everyone else.

"See what coming?" Spike asked.

"Whatever it is Yugi's grinning about." Tristan answered. Everyone looks up and sees that Yugi has a smile on his face.

"Wait, I don't think that's a smile just for the sake of a smile, I think it's a smile for the sake of laughter." Pinkie pointed out.

"He's laughing? At a time like this?" Mai asked. "No way." But indeed, Yugi was laughing out loud.

"Hey, hey! What are you so happy about?" Weevil asked. "Stop that snickering!"

"Weevil, I know it will be very difficult for you to accept losing a duel..." Yugi said. "Especially after spending so much time finding inventive ways to cheat. But if you thought bending the rules would help you win this match, you're wrong."

"No! This is a trick!" Weevil shouted.

"You play dishonestly, so you expect the same of your opponents. But I duel with honor, Weevil, and that makes all the difference." Yugi said in response.

"You got nothing!" Weevil said defiantly.

"Here's what I've got." Yugi responded as he held up his next card of choice and subsequently plays it. "The mighty Summoned Skull!" Soon, the Summoned Skull appears, towering over the field with 2500 attack points to go with its power level of six.

"This is it, Weevil." Yugi says. "Your ultimate insect won't withstand my next attack." Weevil, however, thinks Yugi might be losing his mind, seeing as Summoned Skull is 100 points weaker than the Great Moth, meaning that if Yugi calls an attack, his monster will be destroyed and his remaining life points will be gone.

"There's something you overlooked, Weevil--" Yugi said with a chuckle. "My Magical Mist card's effect is still around us. The entire field is still damp." Both Weevil and the spectators, especially Mai, can't believe what they here.

"He's right! Everything's wet. My Great Moth is totally soaked." Weevil says in disbelief as his Great Moth continues to flap it's wet wings, trying to stay airborne.

"And my Summoned Skull attacks with electricity, making you waterlogged bug a giant-sized lightning rod." Yugi points out. "I hope you're in the mood for some fireworks, Weevil, because thanks to Makiu the Magical Mist, all that water boosts my Summoned Skull's electrical attack power by 1000 points! Making it strong enough to end this duel."

"Now I get what Yugi was doing when he played Makiu!" Spike said with awareness. "He knew that if he played Makiu, he would give his Summoned Skull a power boost in advance before it took the field!"

"Genius!" Rarity called out.

"Summoned Skull, Lightning Strike!" Yugi calls out as the mighty skeleton launches a lightning bolt up, which comes back down on the Great Moth, instantly barbequing it and setting it ablaze.

"It's over. I've won." Yugi said at last as Weevil's life points drop to zero.

"No! Impossible! My moth's unbeatable!" Weevil says in disbelief.

"Not anymore it ain't!" Rainbow shouted as Weevil faints from the shock of losing. On the sidelines, everyone else celebrates Yugi's first victory in the tournament, while Mai stands corrected and impressed that the very kid who beat Seto Kaiba managed to beat the regional champion. Soon, Weevil begs for mercy as Yugi takes his winnings.

"But I'm the regional champion! The regional champion!" Weevil pleaded.

"Not anymore you aren't." Twilight said. "Because according to the rules of official tournament duels like this, if a champion is beaten, they lose their title. Meaning that Yugi's now the regional champion."

"Twilight's right. You call yourself a champion, Weevil, but you only won your duels through lies and cheating." Yugi said. "True champions--they play with honor. They play fair."

"Don't waste your breath on this sneaky slug." Rainbow said.

"He's a dueling disgrace!" put in Rarity as Joey reached for Weevil's glove and pulls it off him.

"And I hereby relieve him of his dueling gauntlet." finished Joey as Yugi put his three star chips into his gauntlet.

"There...three star chips so far." Yugi said with pride. "But I still need to win seven more. Ten star chips will gain me entry into that castle, where Pegasus is holding my grandfather's soul prisoner. And where I'll battle Pegasus and beat him once and for all!"

"And we'll be with you the whole way!" Twilight said with confidence and determination as they all looked up towards the castle.

Author's Note

Yes, I know that Larvae Moth can only be summoned after having Petit Moth equipped with the Cocoon of Evolution for two turns and it takes two turns before you can summon the Great Moth after having Petit Moth equipped with the Cocoon of Evolution for four turns, and I also know that Makiu the Magical Mist doesn't stick around after being used because it's not a permanent magic card, but seeing as the anime didn't officially give those rules, I'm going with what I got.