When Rex plays his powerful Red-Eyes Black Dragon, Joey has to figure out a way to counter it without Yugi's help. Joey's Time Wizard helps him defeat and eliminate Rex from the tournament, earning not only his star chips, but also his Red-Eyes as well via a bet that Rex had made with Joey during their duel. After the duel's conclusion, the group runs into their old friend Bakura and decide to have a friendly duel just for fun. However, Bakura reveals that he possess his own Millennium Item, the Millennium Ring, and an evil spirit within the Ring steals their souls so he can take the Millennium Puzzle from Yugi. He is shocked to be approached by his own light counterpart- the being who dwells from within the Puzzle, and assures him that there is more at stake than he comprehends and that this will be a shadow game which he cannot win.