Still reeling from his defeat against Kaiba, Yugi is so scared of what Yami might make him do that he decides to never duel again. As his friends try to get him to talk to them, Joey offers Yugi his star chips so that he can still get into the castle to save his grandpa. But Yugi refuses to take them, determined to never duel again, and Joey begins to get mad at his friend.
As Joey begins to shout at Yugi, Mai turns up and is surprised to see that Yugi hasn’t entered the castle, not knowing what has happened to him. As she learns that Yugi finally lost a duel, she is slightly shocked but is willing to help him out. Meanwhile, inside Pegasus’s castle, Kaiba is prepared to take Pegasus down, not knowing that his opponent is looking forward to the duel, pleased with Kaiba’s previous success.
Back at the castle gate Mai tells Yugi to stop crying, reminding him that if everybody gave up when they lost, she’d have been gone a long time ago. In an attempt to cheer Yugi up, Mai offers him the star chips that she owed him from his duel against Panik and while Joey thinks that she is offering six of her ten star chips, she is pleased to be able to show the group that she already has ten stars and that these are spares.
Yugi is still unresponsive and Mai begins to get mad at him, changing her mind about giving him the chips. However as Mai calls Yugi a chicken for giving up after just one defeat, Taya challenges Mai to a duel for the star chips, and although Mai thinks her opponent will have no chance of winning she accepts the challenge.
As the duel begins, Taya plays the Petit Angel, a cute monster that the guys think has no chance of winning in battle, and as Mai plays Harpy Lady, plus one card face down, she proves them right as she attacks, destroying Taya’s angel and reducing her life points to 1300. Although Taya is worried to have taken such a big hit in the first round, she refuses to give up and plays Fairie’s Gift.
Noticing that she has the Wobaku trap in her hand, Taya decides to play that face down, however she can’t remember what it does so she decides to hold of using it for the moment. However as Taya attacks Mai’s Harpy with her stronger monster, Mai reveals the Rose Whip card, increasing the ATK of her Harpy by 300 points. As the two monsters collide, Taya’s Fairy is destroyed, reducing her life points to 1100.
As Mai tells Taya to go back to cheerleading, Bakura, watching from the sideline, is impressed with Mai’s strategy. But even with the odds stacked against her, Taya refuses to give up, even though Yugi doesn’t seem to care about what is happening in the duel. Mai draws her next card and is pleased to see that it’s the Harpy’s Feather Duster and decides to play it face down, upsetting Taya who begins to worry what the card could be. However as Taya draws Shining Friendship, the name reminds her of the strength and support of her friends and she hopes that the card could be as strong as her friendship with the guys.
Playing Shining Friendship, Taya leaves herself open to an attack from Mai’s Harpy, but just before the Harpy attacks, Taya remembers what Wobaku does and activates it, reducing the Harpy’s ATK to 0 until the end of the turn. As Mai looks on, impressed that Taya used such a powerful card, Taya admits that even though she is scared she will keep on fighting and face her fears, a comment that rings true to Yugi who is unable to face his own fears.
As Taya plays the Magician of Faith in defence mode, she uses the Silver Bow and Arrow to increase the ATK of Shining Friendship. However as Mai powers up her Harpy with the Cyber Shield, she uses De-Spell to destroy Taya’s power up. As Mai’s Harpy destroys the Magician of Faith, Mai has to remind Taya that the monster’s destruction means that she can retrieve one magic card from her graveyard. As Mai taunts Taya, claiming that she has no chance to win if she doesn’t know the rules of the game, she tells Taya that she may as well give up as she can’t fight all of Yugi’s battles for him.
However as Mai continues to taunt Taya, Yugi begins to come to, deciding not to give up on duelling just because he is scared of what might happen. With Yugi now supporting Taya, her confidence grows again as she begins to think through a combo. Replaying the Silver Bow and Arrow, Taya powers up her monster further by using the Elf’s Light card, however it is still not strong enough to defeat Mai’s Harpy. But as Mai attacks, Taya reveals her own De-Spell card, destroying Mai’s Cyber Shield and making her Harpy weaker than Taya’s monster.
As the two monsters collide, Mai’s Harpy is destroyed, reducing her life points to 1600, but as Taya celebrates the win, Mai knows that she could have won the clash by activating her Feather Duster. However instead of playing on, Mai surrenders, handing Taya the star chips, but Yugi also senses that Mai’s card could have won her the duel.
Taya can’t believe that she won but is eager to give Yugi the star chips. However as Yugi thanks his friend for her support, he tries to ask Mai about the card she had face down, but she fobs him off, claiming that some cards just aren’t worth playing. Yugi thanks both Taya and Mai for their support, and with Yugi back on track to enter the castle the group heads off to find Pegasus and the end of the tournament.