Seto Kaiba loathed mistakes, and failure even more, but even he could admit when he had made a miscalculation. Aileen Rao could help tremendously for the final stage of his plan, yet he'd summarily dismissed her from his Game Masters after her failure to win her Raijinhai game with Yugi.

It wasn't without cause, he knew. The Canadian-Indian dancer-turned-model had kept herself physically fit, her mind was sharp, and, like him, Aileen had had yet to lose a game, so Kaiba thought she'd at least have a shot of beating his enemy. But even with the handicap of Yugi's friend's life at stake, Aileen had still lost to the boy, and worse, seemed to develop a connection with the one who'd defeated her.

Just thinking about it made Kaiba's blood boil—and to think she had the nerve to tell him, the ultimate Game Master, that Yugi was stronger than he was. Kaiba found that notion laughable. She'd lost to Yugi. He'd tied him, and while it wasn't as good as winning, it was leagues better than losing. He'd even done Yugi a favor against the Kageyama sisters; if not for him they'd have beaten Yugi, so Kaiba knew he could defeat him. Where Aileen had failed, he would succeed, as he always did.

Death-T, Kaiba knew, would put an end to his enemy once and for all.

He considered that perhaps Aileen needed a reminder of what losing entailed. His holographic Experience of Death still needed testing—no, Kaiba reminded himself. He needed her for the plan.

If he didn't require her aid he'd rather kill her, the CEO thought bitterly, but he found himself with no choice. Red, Black, and Blue were needed for the Stardust Shootout section, Kaiba had stationed himself as the final opponent, and while Ryuichi Fuwa had needed no coercion for a shot at revenge, Count Ridley Sheldon was an old man, and Daimon older still—not to mention feeble, weak, and, what was it? Dead.

He crushed the memory of a younger version of himself offering the old butler oranges, brushing a stray lock of green hair out of his eyes. Now was not the time to get soft; now was the time for tenacity, for power above all else. Kaiba would need that were he to sway Aileen.

Feelings would only get in the way.

…Though, he thought with a dark smile, perhaps feelings—Aileen's feelings—could serve him well. From what he'd gathered, her feelings for Yugi ran deeper than being a worthy opponent—she had a crush on the one man who'd beaten her.

At that thought Kaiba grinned. He had yet to test her skills, didn't he? Her reputation and duels against others had been proof enough that she was an excellent gamer, and Kaiba hadn't wanted to jinx her no-loss record—or so Aileen claimed, at least—by defeating her. But now that she'd definitively lost, anything and everything was fair game.

He phoned his men. "Deliver Aileen Rao to me in whatever manner you wish. Use force if necessary."

Now all Kaiba had to do was wait. No matter how difficult the order, they knew better than to return empty-handed.

His eyes fell on the gaming table in front of him, suitable for Duel Monsters and almost any other tabletop game, and Seto Kaiba grinned. In the meantime, perhaps that Experience of Death could be modified to suit his purposes.

As it turned out, asking directly worked only because force had failed—when the guards had tried to physically apprehend Aileen she'd knocked them aside with ease, which made Kaiba's opinion of her grow slightly. Her talents would certainly be put to good use.

The plan, such as it was, was a backup of sorts. Should any of Yugi's friends or family fall during his death games, which Kaiba was certain they would, they'd be deposited in an hourglass that would slowly fill with water. It was unlikely they'd be found in time before they drowned, but if they were, that was where Ryuichi and Aileen would come in. Using the latest in his holographic technology—hard light, a truly Solid Vision—two combatants would don armored battle suits, while the other player would control their movements.

While Yugi would be dueling him, oblivious to what was going on beneath their feet, his insipid friends would be fighting for their lives—and, just as assuredly, die trying. And in the event he was to tie Yugi again—Kaiba refused to think he'd lose, not for a second—well, he'd have quite the consolation prize. One or more of the boy's friends, fallen at his hands.

"But for this to work," he finished, voice dripping charm like when he'd first transferred to Yugi's class, "I need you, Aileen."

Aileen Rao smiled, reached for his outstretched hand, and pushed it aside.

"He's still stronger than you, Seto. It won't work."

He growled. Very few called him by that name. At first he'd allowed it as a sign of his trust, but to hear his name spilling from her lips now sounded like an insult. Still, Kaiba tried to rein in his anger—provoking her would make her less likely to concede.

"Are you sure? If it'd help you understand the scope of this game, think of Death-T as your pet tiger—but instead of one there's an army, all ready to kill."

She snorted. "If that's the case then you don't need me at all. I can read you, Seto, and your body language tells me you're desperate to win against Yugi."

Against his better judgment, Kaiba bristled.

"And you wouldn't be? Have you learned nothing from being a Game Master—have you no pride, Aileen!?"

Aileen paused, seeming to reflect. "I did enjoy being a Game Master, but all those smart, famous opponents you had me duel were nothing compared to Yugi. He was…different."

"Different," Kaiba nearly spat. "In what way?"

The idol pursed her lips, deep in thought. "He had something you can show, but can't see. He out-planned me at a game I mastered, used my own strategy against me, and claimed to read my mind but really used words to throw me off. I lost to the weakness in my heart," Aileen finished morosely, knowing too well whom Yugi's heart had belonged to by the end of the game—the girl she'd endangered out of pragmatism.

"If that's so, then strike back," Seto said, as casually as if it were a business deal. His face was impassive. "Are you not eager to avenge your humiliation at his hands?"

"Perhaps I am, but the answer's still no. If I were you," Aileen said, her voice taking on a magnetic tone, "I'd forget this whole thing."

Kaiba blinked; did she really think her hypnotic tricks would work on him? Aileen would have to be desperate to resort to that, he thought. But her words wouldn't save her now.

"Well, if that's the case," he said, turning away, "perhaps you'd be up for a game to decide your fate."

There was enough ice in his voice to make Aileen shudder. "What game? What are the stakes?"

"If you win, you're free to go. But lose," Kaiba said, pressing a button on his desk to lock the doors, "and you'll…how did you phrase it when dueling opponents? You'll lose something important."

Alarmed, Aileen stepped back. A glance at the metal doors and barred windows told her escape was impossible. She felt foolish for coming here. At the same time, though, Aileen knew how stubborn Seto Kaiba was, and that he would never rest until he got what he wanted. That meant her, in this room, across from him like she'd never left his service.

Playing a game.

"So what's the game," she repeated, affecting a bored tone.

"I considered raijinhai," Kaiba sneered, "but you already performed poorly enough to make that game not worth considering. Next I thought about a game of Duel Monsters, but I'm unsure if you have a deck ready—and considering my deck, I wanted you to at least have a fighting chance. I almost went with Capsule Monster Chess, but I can't keep Mokuba away from the game; he's planning a strategy to take Yugi down as we speak. Not that it'll help him, though. I will destroy Yugi myself."

There was no desperation in his tone now, Aileen noted. No matter how arrogant his statements, the young CEO said them as if they were fact, surely as the earth revolved around the sun.

"So what game did you decide on?"

Kaiba leaned forward, steepling his fingers, and grinned. "Are you familiar with the card game War?"

Aileen bristled. "Too luck-based for my tastes. Some say it's barely a game at all."

He nodded. "I'm well aware. To that end, I've decided to modify it slightly, to invite more strategic ways of playing. Instead of playing cards, we'll use Duel Monsters cards—all from my deck."

The idol started to protest, but Kaiba cut her off. "Now, it's not exactly a duel, and it's not exactly random like War. To start," he said, moving to a table with a tall barrier in the middle, "we'll use a screen like in your game of Raijinhai so our moves aren't easily telegraphed."

Against her better judgment, Aileen found herself intrigued as Kaiba went on.

"We'll draw from the same card pool until we have 8 cards each, and then play them against each other as we would in a duel, in either Attack or Defense mode. If a card's Attack is higher than the opposing one's Attack or Defense, the winner claims and can use both, but if the Attack is lower than the opponent's Defense, or both are in Defense mode, the cards return to the hand. To encourage more strategy, we can each use 1 copy of Block Attack or Stop Defense, as well."

"Those can change your opponent's monster's battle positions," Aileen noted. In that case, the hard part would be deciding when to use them.

Kaiba nodded. "You catch on fast. Since there's no Life Points, the objective is to gain all of an opponent's cards. In the case of a tie, we go again for all preceding cards, unless, of course, you've only a single card left. In that case, you lose automatically."

Aileen listened carefully, then slowly nodded, appraising the new ruleset. "So it's based around strategy as well as luck."

"Precisely." The CEO's grin turned feral. "Though even if it hadn't been suited to your tastes, you'd have no choice but to play."

He gestured for her to sit, and Aileen reluctantly did. She knew what could happen if she angered him, and winning the game would allow her to leave as she wished.

"Shall we begin," Kaiba asked, though he already knew the answer. She nodded.

Steeling herself, Aileen remembered all the opponents she had beaten before, some of whom had claimed to never lose either. That soccer player Harada was boring, but even he had some talent—and while she knew not to underestimate Kaiba, she found herself wondering how good he really was.

Aileen grinned. Perhaps this could be fun.

Kaiba searched and handed out the four Spell cards before shuffling and cutting the deck, letting Aileen draw first before he took his cards. There was just enough room at the top of the screen to see the other's eyes, but little else. Aileen knew her words would have to be her weapon as much as any card.

"So how much did this theme park of death cost," Aileen asked, starting small with Saggi the Dark Clown in Defense mode. With 1500 DEF and only 600 ATK, it seemed a good card to read Kaiba's strategy. When the screen went up, she saw Kaiba had played the 1400-ATK Wicked Worm Beast, which wasn't enough to destroy the clown.

As they returned the cards to their hands, Kaiba spoke. "It went three times over budget and cost millions, but as soon as I defeat Yugi, it will all be worth it." He could guess at her strategy—she was trying to read him, to probe and dissect what cards he'd play, using her words to throw him off.

But she wasn't the only one who could use words to intrude on people's hearts, work their way into the crevices and spot an opponent's weaknesses. A grin slowly spread across the CEO's face.

"Why do you ask, Aileen? Were you planning to meet Yugi there, to wish him luck? He plays so many games I doubt he'd even remember you."

Aileen grimaced, playing a card without looking. "No. Before your thugs came I was planning to skip the whole thing."

"Too bad," Kaiba sneered as their cards were revealed—Aileen had played the 1200-ATK Hitotsu-Me Giant, while he'd played the 1700-ATK Battle Ox. That meant he was the winner of the battle.

Secure in his first victory, however slight, Kaiba took both cards. "Looks like you'll be meeting his friends instead if this keeps up."

Aileen glared at him over the screen, but knew he was just needling her. She'd been careless with that last move, and had barely checked her cards to see what they offered. Focusing on her hand, now down to 7, Aileen gasped as one card in particular stood out.

She had a Blue-Eyes White Dragon, with 3000 ATK and 2500 DEF. The thought of using it now was extremely tempting, but revealing it too early would alert Kaiba to its threat, and the dragon's slightly lower Defense could leave it open to a Block Attack if she wasn't careful. The Blue-Eyes, she decided, would be her trump card—and a useful deterrent in case Kaiba had a Blue-Eyes of his own.

"Are you stalling for time," Kaiba sneered, motioning for her to play.

"Merely noting that in this light," Aileen said, "your golden eyes look pale pink. My brown eyes, on the other hand, look blue."

The inflection was meant for him to take notice, and she watched his eyes narrow. A look at Kaiba's face, brimming with confidence, told her that her guess was on the mark. If she used her own Block Attack at the correct time, she could even claim his Blue-Eyes, and with two, almost nothing he could play could stop her.

Aileen guessed that Kaiba was likely planning something similar, so she'd have to be doubly cautious. Poring over her remaining cards, she selected the 2200-ATK Judgeman, and watched as Kaiba's Curse of Dragon, with 2000 ATK, fell before it. The model grinned; that card was more powerful than the one she'd lost.

The game continued, each player gaining or losing cards in a fairly even spread until Aileen had 9 cards, and Kaiba only 7. But when Aileen decided to defend with the 800 ATK Mystical Elf, Kaiba played a Stop Defense and attacked—with a Blue-Eyes.

The Elf's DEF points were 2000, lower than the Blue-Eyes' ATK, so Aileen deduced the overkill was a show of intimidating force. Not wanting to waste her Block Attack just yet, she waited a few more turns until she was certain he'd played a defending monster—and her guess was right. When Kaiba played the 2600-DEF Big Shield Gardna that had a paltry 100 ATK, she used her Stop Defense and attacked with her own Blue-Eyes.

"Looks like we're evenly matched, Seto," Aileen said with a smile.

The CEO nodded. "Indeed. No matter what other cards we have, the Blue-Eyes would trump them all—unless, of course, we played both at once and had to go again. Whoever won one from the other, then, would essentially win by default."

Aileen's strongest card besides the Blue-Eyes was the fearsome Zoa, with 2600 ATK. If the Blue-Eyes were in DEF mode, she knew, Zoa could beat it, and if Kaiba played a Blue-Eyes against hers, resulting in a second game, it could likely counter anything else he tried.

But Kaiba would know that, she thought. These cards were all from his Deck, after all.

Aileen decided a bluff would be the safest route, setting a Red-Eyes Black Dragon in ATK mode instead. But when the screen lifted, she saw Kaiba hadn't been fooled, attacking with the 2500-ATK Summoned Skull instead. Both powerful cards went to his hand, and as he considered his options Aileen saw a dark light in his eyes. His body language told her he was preparing a full-out attack, and only one card could cause such a strong reaction.

"I can guess what you're up to," she said, and placed her Blue-Eyes in ATK mode along with a Block Attack. When the screen lifted, Aileen stared.

Kaiba had done the exact same thing she had—meaning both Blue-Eyes returned to their owners' hands, and the spell cards were used up. But that also meant there was no way to gain them, unless…

"Aileen," Kaiba said, straightening in his chair. "Whoever wins the Blue-Eyes now will win the game. Shall we both put ours in Attack mode and let fate decide the rest?"

"I thought you didn't believe in fate," Aileen returned.

Kaiba's eyes shone with confidence. "I believe in fate as it serves me. Just as I will defeat Yugi, I will defeat you as well."

Aileen glowered at him. "You're right. Anything else we tried would inevitably end here. Let's finish this. With my life and pride as a Game Master at stake, I will defeat you."

Both Blue-Eyes, on opposite sides, faced each other. Aileen could almost imagine their roars, could see the twinkle in their sapphire eyes as they stared one another down. Two titans of equal strength—but the battle to determine the game would come afterward.

The screen went up, and Aileen played Zoa in Attack mode.

"Looks like I win, Seto. Nothing you have can match Zoa's Attack," she said as the screen came down.

Then she looked down to see what card he'd played.

"Are you sure," the CEO sneered.

Aileen stared in raw horror.

Kaiba's second card was a third Blue-Eyes White Dragon, beating her Zoa by 400 points. He scooped the dragons up carefully, like prized treasures, and fanned them to show Aileen.

"No matter what cards you have, these three Blue-Eyes will destroy them all. Therefore, you lose, Aileen Rao."

Aileen opened her mouth to protest, but silenced herself. He was right. The best she could do, she thought, was accept defeat graciously.

"…Fine. I guess I lose again," she sighed. "But if I had to lose to someone besides Yugi, I'm glad it was you, Seto."

Kaiba said nothing at first. When he finally spoke, his voice was like a knife in her back.

"And now you'll learn what losing entails, Aileen."

She moved to rise, and found she couldn't. With a click of a button Kaiba had shackled her arms to her chair.

"What are you—" Aileen started to say, but was cut off as he began to walk away from her. Immediately after, a Solid Vision box materialized, holographic light forming into solid glass and muffling any further protests.

She shouted curses at him, and he smiled. "You are valuable to me in your own way, Aileen. Consider yourself lucky this simulation is toned down."

Violet smoke began to appear out of nowhere, filling the box, followed by images of snarling, slavering Duel Monsters of all kinds. They closed in on Aileen in equal measure, but the most prominent, Kaiba noted, were his Blue-Eyes. Excellent.

"I suppose," he said, paying her screams little heed, "what I said before the match was partially true. You will lose something important to you—but for my purpose, you're far better off without it."

After a few minutes—though it felt like hours—the monsters stopped coming. Aileen still breathed, if in short rasps, and her eyes were bright and wild before settling into a glazed fog.

"Bury your heart and realign yourself to my purpose," Kaiba commanded, words taking on a hypnotic tone, and the model's lips set into a mask that betrayed nothing.

He didn't want to kill her, nor would he gain anything from breaking her. The Experience of Death, toned down as it was, would merely bend Aileen, leaving only what was necessary for his plans. That meant her pride as a Game Master and loyalty to Kaiba could stay, but her feelings of compassion, her feelings for Yugi, had to go.

He repeated the suggestion a few more times, to be sure, before the hard light vanished and the shackles came undone.

"Stand," Kaiba ordered, and Aileen Rao did.

"I await your orders, Seto Kaiba."

While the model's eyes shone and her voice was clear and strong, her expression was devoid of emotion or pity.

Good, Kaiba thought. She needed no pity. All she needed was focus and power; she had the latter, so he'd realigned her focus.

"You will meet with Ryuichi Fuwa in the underbelly of Death-T. Once there, you'll wait until Yugi's friends come along—if they don't know you, feel free to introduce yourself—and face them in combat. Fuwa will handle the rest."

Kaiba enjoyed the irony of essentially hypnotizing Aileen, and knew it wouldn't be broken easily. A strong shock—from defeat, perhaps—could restore her to normal, but if all went as planned that would never happen.

Indeed, if all went as planned, Yugi would be destroyed by his own two hands, and his friends, were they to prove tenacious enough, would fall to the games, to his Game Masters. To Aileen. As with Ryuichi, she would remain loyal to him until the end.

Seto Kaiba couldn't think of a better revenge.

One of the more interesting Toei anime-exclusive characters is the model Aileen Rao. In her debut she's set up as a counterpart to Yami Yugi and Tea, uses trickery and hypnotism to sway opponents, develops a crush on Yugi, is on a first-name basis with Seto Kaiba, and turns good at the end. When she reappears for Death-T, however, she's back to being evil with no explanation, gets only a handful of lines, and none of her previous characterization is delved into. I could only assume she was brainwashed or something, hence this story to explain the discrepancies. I used the card names from the real-life game for convenience even though some of the names are different in the anime, and Solid Vision having hard light properties was one of its traits in the anime.