Joey's duel with Rex Raptor continues. While he and Tristan have made up, the dinosaur duelist has one last trump card—Red-Eyes Black Dragon. While less powerful than Kaiba's Blue-Eyes, the dragon is versatile and strong, and Joey has nothing that can stand against it.
Then Joey remembers the Time Wizard card he'd intended to combo with Baby Dragon. Deciding using it couldn't hurt, he watches as Time Roulette ages the Red-Eyes and fossilizes it, netting Joey the win. Rex is forced to hand over his Star Chips and Red-Eyes to Joey, and Yugi and friends camp for the night.
Surprisingly, Mai joins them as they camp, becoming especially close with Tea. She doesn't understand why Tea is so close to Yugi and friends. Frustrated after Tea hears a noise that no one else can place, Mai walks off—and is attacked by a huge, hulking man lurking in the shadows.
Meanwhile, the source of the noise turns out to be Yugi's classmate Ryou Bakura (Bakura Ryou in the dub). He came to Duelist Kingdom for an unknown reason and happily joins the group. Ryou asks Yugi and the others what their favorite cards are—Yugi's is the Dark Magician, Joey's the Flame Swordsman, Tea's the Magician of Faith, and Tristan's the Cyber Commander. Bakura's favorite card is Change of Heart, and he offers to play a friendly duel, just for fun. They accept, putting their favorite cards into Yugi's deck... and Bakura changes.
Using the Millennium Ring, Yami Bakura emerges, traps Yugi and his friends' souls into their favorite cards, and moves to steal the Millennium Puzzle. Before he can take it, Yami Yugi awakens and challenges the evil spirit to a duel for the Puzzle and his friends' lives. Yami Bakura agrees, but warns him that this "Shadow Game" is something he cannot hope to win...
This episode contains examples of:
- Cerebus Syndrome: Yami Bakura's impending "Shadow Game" is implied to have bigger stakes, especially since it involes Yugi's Millenium Puzzle and the souls of him and his friends, rather than the Stars in the Duelist Kingdom.
- Cliffhanger: The episode ends with a Shadow Game about to begin.
- Cordon Bleugh Chef: Implied with Joey at the campfire.Yugi: Joey, I don't think you should cook the candy bars.
Joey: Back off. I know what I'm doing. - Death or Glory Attack: Joey's final move involving Time Wizard. Either it destroys Rex's dragon and he wins or it backfires and wipes out the remainder of his life points. Fortunately, it pays off.
- Died Standing Up: A variation with Red-Eyes. After Time Wizard's time magic is a success, Red-Eyes is completly fossilized. Mai points out though that Red-Eyes is still on the field so maybe that means it survived, but when Rex meekly tells Red-Eyes it can go ahead and attack now it collapses to dust.
- "Eureka!" Moment: While contemplating Rex's deal, Joey muses that he didn't want to risk the Time Wizard Yugi gave him like it was a bargaining chip. It then comes to him that he could use it as his weapon of choice.
- Foreshadowing:
- The last we see of Mai in the episode is her being abducted from behind by a shadowed figure. The resolution to this plotline would be shown in two episodes.
- Yugi and his friends talk about their favorite cards (for example, Yugi and his Dark Magician, and Joey and his Flame Swordsman). This becomes relevant during the next episode.
- Halfway Plot Switch: Joey ends up winning the duel before the midway break, with the rest of the episode focusing on the gang camping for the night with it ending with their first encounter with Yami Bakura.
- Hoist by His Own Petard: Rex decides to wager his Red-Eyes against Joey's Time Wizard, hoping to win the card that defeated Mai. It backfires completely when Joey wins the duel and Red-Eyes.
- Hope Spot: With Serpent Knight Dragon destroyed, the others believe Joey has Rex on the ropes, but then Rex points out that nobody said Serpent Knight was his best monster, before unleashing his true ultimate beast, Red-Eyes Black Dragon.
- I Take Offense to That Last One: This exchange between Rex and Mai when the former makes a play for Joey's Time Wizard, which defeated Mai.Mai: Rex, you double-crossing snake! I know what you're scheming!
Rex: I'm no lousy snake! I'm a dinosaur, you know that! - Meadow Run: Parodied. After winning the duel, Joey leaps off the duel ring and races to his friends, with Tristan running towards him as well. It then results in Tristan punching him for doing the same to him earlier.
- Nice Job Fixing It, Villain: While 'villain' might be a stretch in Rex's case, he is the antagonist Joey is facing, and it's his bet that makes Joey remember that he put Time Wizard on the field when he'd previously forgotten about it. This leads to Joey using it and winning.
- On a more long-term scale, Rex betting his Red-Eyes Black Dragon and losing it proves incredibly beneficial for Joey throughout the series, as it becomes his signature card and helps him to win several duels.
- One-Hit Polykill: Red-Eyes Black Dragon somehow managed to destroy both Swamp Battleguard and Lava Battleguard with a single Inferno Fire Blast, much to Joey and Tristan's shock.Joey: How could he torch 'em both with just one shot?!
Rex: Those that defend together are destroyed together! - Real After All: Upon seeing Red-Eyes, Yugi comments his shock that it actually exists, having heard about the card from his grandfather.
- This Cannot Be!: Yami Bakura lets out a "It can't be!" when the Millennium Puzzle turns Yugi into Yami Yugi.
