Shinji leads the Commons in a revolt against the Topsiders. Yuya informs the others about Roget's plans. Sora and Moon Shadow set off to rescue Zuzu. With Yugo missing, Roget arranges for Jack Atlas to face off against Sergey in the second semifinal match of the Friendship Cup. Roget hopes to send New Domino City into despair by having Sergey defeat Jack. Prior to the match, Jack tells Sam the true meaning of why he gave him Tuning Magician. Jack says every card and person has its own worth. The duel between Sergey and Jack begins. Jack brings out Scarlight Red Dragon Archfiend. Sergey brings out his Earthbound Prisoners. As Sergey activates a Field Spell that allows him to deal damage by collecting Action Cards, both he and his Duel Runner undergo a massive transformation to gain the advantage.