Long ago when the Republic was still young,

Jedi and Sith played a game of great and terrible power.

But these "Shadow Games" erupted into a war that threatened to destroy the entire Galaxy,

Until a brave and powerful Jedi Grandmaster locked the magic away.

Imprisoning it within the mystical Millennium Items.

Now, five thousand years later, a Padawan named Ahsoka unlocks the secrets of the Millennium Puzzle.

She is infused with ancient magical energy,

For destiny has chosen her to defend the galaxy from the return of the Shadow Games just as the Grandmaster did,

Five thousand years ago…


***Insert Yu-Gi-Oh! Theme Song (G1)***


The Heart of the Cards


"Hey, Barriss? Coruscant to Barriss; anybody in there?"

In the Jedi Temple on the planet Coruscant, we find two Jedi Padawans playing a game of Duel Monsters. It's a new card game with some very interesting rules and cards to play with. When it was first created, people all over the galaxy were skeptical about how much fun it would really be.

Soon enough, it gained popularity amongst even the oldest of players. Young, old, civilian, Trooper, even Jedi and Sith became entranced by this card game. Many play it in their free time as a means of escape from the hardships of the Clone Wars. And currently, we find Ahsoka Tano playing against her best friend and fellow Padawan, Barriss Offee.

"Come on, Barriss, it's your turn!" Ahsoka urged.

Much like Ahsoka, Barriss had five cards in her hand and was currently thinking about what her next move would be.

"I could play one of my weaker monsters in defense mode to try and bluff my way through this turn. But if I play a stronger monster in attack mode, I'll be able to deal some major damage to Ahsoka's Life Points. What to do?"

Barriss was broken from her thoughts when Ahsoka's master, Anakin Skywalker, pulled her into a headlock. The man had a teasing look on his face, knowing that Barriss was still fairly new to this game, and was just too much fun to tease. A fact that Barriss hated very much.

"Don't think too hard, Barriss, or you might hurt your brain." Anakin teased.

"Please stop, master Skywalker. Ahsoka is teaching me how to play Duel Monsters." Barriss replied.

"Drooling monsters?" Anakin asked, feigning ignorance.

"DUEL MONSTERS, YOU BONEHEAD!" Barriss snapped, pushing Anakin away.

Anakin yelped as he nearly lost his balance. He was just trying to lighten the mood, and THIS is the thanks he gets? Sheesh, the Jedi are getting more and more boring every day. Padmé put a hand on her secret husband's shoulder, knowing what he was thinking.

"Don't worry about it, Ani. They've been at this for two hours, now. Barriss is getting the hang of it, but Ahsoka's an expert at this game." Padmé said.

"Alright, Ahsoka… it's time to duel!" Barriss declared.

She placed a monster card of a warrior holding a spear in attack position. This monster looked like a masculine, black haired man who lived out in the deepest of jungles. He had fifteen hundred attack points, and sixteen hundred defense points.

"Say hello to Elemental Hero Wildheart!" Barriss said confidently.

"See, each monster has an attack number and a defense number. The player who lowers their opponent's Life Points to zero first wins the duel." Padmé explained to Anakin.

"A good move, wouldn't you say, Ahsoka?" Barriss asked.

Ahsoka smiled and nodded, before drawing a card from her deck.

"Yep. Pretty good move…"

Ahsoka played an Elemental Hero of her own. One that looked like a humanoid dolphin wearing a silver jumpsuit, with twenty five hundred attack points. This monster was known as Elemental Hero Neos.

"...But not good enough."

When Barriss saw this card, she was totally thrown off by how powerful it was. She knew that Ahsoka had great cards, but this is ridiculous!

"WHAT!? Thanks a lot." Barriss said with heavy sarcasm. "A card that powerful completely cleans out my Life Points!"

"Man, you stink at this game." Anakin said bluntly.

What everyone failed to notice was that a certain Sith Lord was listening in on their conversation. And like the others, he too was a great player when it comes to Duel Monsters. But he was more interested in the golden pendant around the neck of Skywalker's Padawan. It looked like an upside down pyramid with a Wedjat Eye symbol on the front held to the Togruta's neck by a brown cord.

But back to the conversation that Ahsoka was having with the others. Ahsoka was trying to keep a fight from breaking out.

"You did fine, Barriss. I just have better cards, that's all. See, my grandfather owns a game shop here in Coruscant, and I get all of my best cards from him." Ahsoka said.

This caused everyone to perk up quite a bit. Especially since the Jedi High Council allowed Ahsoka to have an attachment to her grandpa. This was a perfect opportunity for them all to upgrade their decks.

"YOUR OWN GAME SHOP!? What're we waiting for? Let's get going right now!" Barriss said.

"Okay. Maybe I can even get grandpa to show us this super rare card of his." Ahsoka replied.

Now that really caught Dooku's attention.

"Rare card? Could they have found the card that I've been searching for?" Dooku mentally asked himself.


***Downtown Coruscant***


Thanks to some relatively safe driving on Anakin's part, our group of duelists arrived at the game shop run by Ahsoka's grandfather. It was a simple shop, not as technologically advanced as the rest of Coruscant. It was made of simple bricks with a wooden roof that had bamboo tiles for shielding from the elements.

"So this old shack is really a game shop?" Anakin asked.

"That's right." Ahsoka replied. "This place is famous for having a very wide variety of Duel Monster cards."

They disembarked from the speeder, and walked up to the shack. A bell chimed as Ahsoka and her group entered the shop.

"Grandpa, I'm home!" Ahsoka called.

"And I see that you've brought company, little 'Soka. Welcome to my shop! My name is Acuzaa Tano, at your service."

Acuzaa is an elderly Togruta male who shares much family resemblance to his young granddaughter. He has the same orange skin and lekku stripes as Ahsoka, but his lekku and montrals are an earthy brown color instead of white. He also has similar facial markings as Ahsoka, but also has an upside down triangle mark on his chin to look like a beard. He wears a white button up shirt, a pair of blue jeans, and simple sneakers. He also has an akul tooth headdress.

"Good to meet you, mister Tano." Anakin greeted.

"Hey, grandpa, do you think you could show us your super rare card?" Ahsoka asked.

"Rare card? My special card?" Acuzaa asked.

He put a hand to his chin and hummed in thought.

"Please! please!" Ahsoka begged.

"Pretty please?" Barriss followed.

Acuzaa pretended to think a little more before grinning and chuckling at the two teen's antics. He was going to show them the card anyway.

"How can I refuse?" Acuzaa said as he took out a small, wooden box. "You kids are in for a treat! I don't take this card out very often. Are you ready? Here it is."

He held up a card to reveal a monster card depicting a majestic white dragon with shining blue eyes. It had three thousand attack points and twenty five hundred defense points. And our group was truly stunned by this card's beauty.

"The Blue-Eyes White Dragon; so rare, so powerful, I never let it leave my hand!"

While Ahsoka, Padmé and Barriss looked awestruck at the sight of such a card, Anakin looked a bit less than convinced. He took the card from Acuzaa's hand, and took a closer look at it.

"It doesn't look that special to me." Anakin said.

"WHA-!? GIVE ME THAT!" Acuzaa demanded, taking his card back. "This card is priceless! There are only four of them in the entire universe!"

"Speaking of priceless, I would like to propose a trade." said an eager Barriss.

"Not for THIS card!" Acuzaa declared defensively.

Hearing this, Barriss lost her excitement. She decided to try and reassure the older Togruta, and hopefully find some new cards for her deck. Besides, she didn't want the Blue Eyes White Dragon anyway. It wouldn't work with her deck.

"No, no, I don't mean THAT card." Barriss elaborated. "I mean, show me some other cards to get me started."

The door chime rang, and Acuzaa was instantly ready to help out a potential customer.

"Hello, may I help you?" Acuzaa asked professionally.

"If it turns out that you can't, it wouldn't surprise me."

The others turned to the door, and were instantly on the defensive. The man was in fact, Count Dooku. He's an elderly human with short grey hair, a beard, pale skin, and the trademark yellow eyes of the Sith. He wears dark Jedi clothing, and has a curved Lightsaber hilt clipped to his belt. He was also holding a silver colored suitcase, for some reason.

"Count Dooku!" Ahsoka said in shock.

"DOOKU!? Why is he here!?" Barriss asked.

"I don't know, but something tells me it's nothing good." Anakin added.

Dooku just walked into the store with a smirk on his face. The Sith Lord was obviously planning something, and I don't like what it is.

"My business is none of your concern. But if you really must know, I've come to see the card." Dooku said.

"So you are also a duelist?" Barriss asked. "This is excellent! Maybe now we can use this game to end this meaningless war!"

Dooku chuckled in a cruel manner as he made his way towards our young group of duelists.

"You? Duel against me? I'd get a much better challenge playing solitaire." Dooku mocked.

"What do you mean by that?" Barriss asked.

"I just so happen to be the number one player in the Separatist army, and a favorite to win in the Duel Monsters Championship Tournament. Hm, you wouldn't last five minutes in a duel against me!" Dooku gloated.

Barriss did NOT take too kindly to those words. Especially since this Sith Lord obviously doesn't want peace. Something that the Jedi have been striving to restore.

"Grrr, why you no good - I oughtta…"

Fortunately, Ahsoka broke up this fight before it could escalate too far.

"Whoa, take it easy, Barriss! Don't let him rile you up!" Ahsoka pleaded.

"But, Ahsoka, Dooku was asking for it!" Barriss countered.

The Sith in question merely walked further into the store, his smirk never leaving his face. Though he hadn't wanted to instigate anything, he still felt a sense of pride from being able to so easily anger a Jedi. Even though it was a mere Padawan.

"Enough of your antics. Where is the… hm?"

That's when Dooku's eyes landed on the card in front of Acuzaa. He pushed past Anakin and Padmé to get a better look, the look on his face one of utter disbelief.

"CAN IT BE? THE BLUE-EYES WHITE DRAGON? IN A RUN DOWN SHACK LIKE THIS!?" Dooku asked incredulously before thinking "It IS! The card I've been searching for!"

His browsing was cut short by Acuzaa closing the box that held the Blue-Eyes White Dragon card.

"Well, I'd say that's enough window shopping. Is there anything else I can assist you with?" Acuzaa asked.

Dooku merely scowled before slamming his suitcase on the front desk. This action startled the elderly Togruta, before Dooku opened the case and turned it around to show Acuzaa its contents. The elder Togruta's expression changed from one of panic, to one of awe.

"Listen to me and listen well, old man. Relinquish your Blue-Eyes White Dragon to me, and in exchange, I will trade you all of these!" Dooku negotiated.

And it was quite the trade offer. That suitcase was packed with more rare cards than anyone would ever see in one place! There were cards like the Dark Magician, Jinzo, the Insect Queen, The Legendary Fisherman, and even one of the new Synchro Monsters known as Black Rose Dragon. It was a truly marvelous sight for a card collector to behold.

Ahsoka and her friends stood awestruck at the sight of so many rare and powerful cards; especially Synchro Monsters. And it looks like Acuzaa has made his decision in regards to this trade offer.

"Ahh, yes, very generous of you. But no thanks." Acuzaa said.

His statement not only shocked and confused our main protagonists, but it also seemed to infuriate Dooku.

"Very well, then. If you won't trade it, perhaps you will be more willing to sell it. Name your price! I can pay anything you ask for!" Dooku declared.

"I'm sure you could. But this card means more to me than any other card or any amount of credits that you can offer. Not because of its power, or because it's so rare, but because this card was given to me by a dear friend." Acuzaa explained.

Dooku's anger seemed to be set aside for a moment as he listened to the elderly Togruta.

"And so I treasure this card as I do that friend." Acuzaa continued. "So parting with it is strictly out of the question!"

And now, Dooku's anger has increased ten fold! But he held it in well as he formulated a plan to get that card.

"You'd feel the same way, even if it was a common card, right grandpa?" Ahsoka asked.

"That's correct, little 'Soka. This card has bonded with my heart; I can't give it up even if I wanted to." Acuzaa replied. "So I'm sorry, mister Dooku, but my final answer is no."

In response to this, Dooku slammed the case closed, and turned to make for the door, taking his cards with him.

"FINE! Senile old fool!" Dooku growled.

Once in his speeder, Dooku began to make his way to the hidden base on Coruscant. But his mind was elsewhere at the moment. He was focused more on what Ahsoka's grandfather had said.

"Heart of the cards, hmph! These cards are all about power! And I intend to show them that! One way or another, Acuzaa Tano, your Blue-Eyes White Dragon will be mine!"


***Early the Next Morning***


In Dooku's office, two security Droids and one service droid had been called for a mission. Quite unusual, seeing as Battle Droids are the ones who are given missions like these.

"S3-RV, there is something I would like for you to pick up at the game shop." Dooku said to the Droid.

"At once, lord Dooku." S3-RV replied.

A little later that morning at the game shop, we find Acuzaa cleaning up the display windows before he opened for the day. But his mind was not entirely on his work. He was very excited for when his granddaughter got back, as he has a special surprise in store for her.

"I really hope little 'Soka likes the deck I built. I centered it around one of the most powerful and versatile monsters in the game, and I just know that if anyone can make it work, it's her." Acuzaa thought to himself.

He was broken from his musings when the door chime to his store sounded.

"Good morning… hm?"

The bronze colored service droid, S3-RV, walked into the store flanked by two Magna Guard Droids. They were all unarmed, but they were still dangerous enough that one couldn't afford to let their guard down.

"My master, Count Dooku, wishes to challenge you to a game of Duel Monsters. You will accept, and come with us now." S3-RV said.

"And if I were to refuse?" Acuzaa asked.

Even though the droid's face remained expressionless, it was easy to tell that this droid could be quite persuasive.

"I am sorry, good sir, but I am afraid that refusal will not be tolerated."

Acuzaa narrowed his eyes and grabbed both his own Duel Monsters deck, plus the deck he built for Ahsoka. But not before slipping his Blue-Eyes White Dragon into his own deck. He had a feeling he'd be needing it.

"Count Dooku still doesn't understand the Heart of the Cards. But I'll teach him a lesson he won't soon forget!" Acuzaa thought, barring his fangs.


***Later that Day***


Ahsoka, Barriss, Anakin, and Padmé were once again flying to the Tano Family Game Shop. Only this time, they were being accompanied by Obi-Wan Kenobi. He too was interested in the Duel Monsters game, and was joining them on their trip so he could pick up the card he ordered.

"Boy, I hope Acuzaa has a bunch of new and powerful cards to choose from." Barriss said in anticipation.

"Me too!" Ahsoka added.

"Indeed. I still have to pick up the card that I ordered." Obi-Wan said.

It wasn't long before they landed and entered the shop.

"Excuse me, Acuzaa? I'm here to get more cards." Barriss called.

But there was no response. In fact, it seems as though the shop was deserted. And that just didn't sit right with our four Jedi and one Senator.

"Acuzaa? Are you here?" Barriss called.

"Grandpa? I'm home." Ahsoka called after.

"That's weird. Maybe he went out." Padmé suggested.

"Perhaps, but then, why would he leave the door unlocked if he wasn't going to be here?" Barriss asked.

Any further questions were halted by the sound of the video comm going off. Since her grandfather wasn't here, Ahsoka decided to answer it and help out the potential customer.

"Hello, Game Shop." Ahsoka answered.

That's when the image of the last person she wanted to see appeared on the Holo display.

"Ah, Padawan Tano, just the lady I wanted to see."

"DOOKU!?"

Indeed, it was once again Dooku. And his voice was laced with hidden malice, along with twice as much arrogance as before. And Ahsoka didn't like that smirk on his face.

"Your grandfather stopped by my office for a visit, but he's not feeling so well. Why don't you come over and pick him up?" Dooku said.

"DOOKU! WHAT HAVE YOU DONE TO MY GRANDPA!?"

But Ahsoka's question was left unanswered as Dooku cut off the communication. Not wanting to waste any time, our group raced out to the speeder, and started flying towards the location of the call. For once, Obi-Wan didn't mind Anakin's reckless driving.

They ended up at a very tall corporate building that had been thought abandoned, but had obviously been converted into a Separatist hideout. They were surprised to find no resistance when they entered and made their way to the elevator. This meant one of two things.

Either Dooku was expecting them, or this was just another trap.

But once they made it to the top floor, our heroes and heroines were shocked and scared by the sight of Acuzaa on the ground in defeat.

"GRANDPA!" Ahsoka cried, running up to Acuzaa. "What happened!? Are you okay?"

"Ahsoka… I'm sorry… I failed…! I tried to teach Dooku a lesson about the Heart of the Cards, but I lost!" Acuzaa managed to say.

He cringed in pain again, and lost his balance as he tried to get up.

"Grandpa…!"

"How is the old Togruta doing?" Dooku asked in a mocking manner as he walked out of the room.

"Dooku, you sleemo, what did you do to him?" Barriss demanded.

"We had a duel, that's all. With each of us putting up our most valuable card as the prize. But I guess dueling against a superior Duelist such as me was just too much stimulation for the old fool." Dooku mocked.

Padmé pulled out her Blaster in anger, and pointed it at the Sith Lord.

"You monster! How could you do such a thing to an innocent civilian?" Padmé demanded in anger.

But Dooku wasn't at all fazed by the Senator's anger.

"It was a fair wager. And look at the wondrous prize that I received." Dooku said, holding up… the Blue-Eyes White Dragon!

The others gasped in horror at what had been shown to them. But none were more horrified at this than Ahsoka.

"Grandpa's most treasured card!" Ahsoka cried in shock.

The Sith Lord merely chuckled as he slipped the card into his deck, determined to make a statement about his power to any and all challengers.

"Indeed. The Blue-Eyes White Dragon is a rare and powerful card; and this one will never be used against me!" Dooku declared.

"My Blue-Eyes White Dragon…! My… My treasure…!" Acuzaa gasped.

But he was barely holding onto consciousness as it was, and clutched his chest where his heart would be, grunting in pain as he did. A combination of actions that caused the younger Togruta to worry even more.

"Grandpa! Please, don't move too much." Ahsoka said before glaring at Dooku with tears in her eyes. "WHY WOULD YOU DO SUCH A THING!? WHAT DID MY GRANDPA EVER DO TO DESERVE THIS!?"

"Ahsoka… here. Take this." Acuzaa instructed, holding up a deck of Duel Monster cards in his trembling hand.

"Grandpa…?" Ahsoka asked, confused.

"I built this deck for you. I put my heart and soul in these cards. And I taught you everything I know, little 'Soka. Take them, little 'Soka; take my cards, and teach him respect! Teach Dooku respect for the Heart of the Cards, Ahsoka!" Acuzaa pleaded.

"But Grandpa, you need help! I've got to get you to the Jedi healers!" Ahsoka said, attempting to reason with her grandfather.

However, it would appear as though Dooku wasn't going to allow Ahsoka to run from this challenge.

"And here I thought the Jedi were fearless warriors." Dooku taunted. "Your friends can look after your grandfather while you and I duel."

Ahsoka growled at the Sith Lord, her predatory instincts threatening to take control. She wanted to get her grandpa help, but this stupid Sith had her caught between a rock and a hard place. Metaphorically speaking, of course. What could she possibly do in this situation?

"Take him down, Snips!"

Ahsoka looked at her master in shock. Had Anakin really just said that?

"We will call additional Jedi healers and take care of your grandpa, while you take care of " Count Doo Doo" over there. Teach that disrespectful Sith a lesson he won't soon forget!" Barriss encouraged.

"For your grandpa, Ahsoka!" Padmé added.

"I don't know… I'm not sure that I can beat him." Ahsoka said, unsure of herself.

Now, it was Obi-Wan's turn to throw in his two cents.

"Ahsoka, have more faith in yourself. You are the best player I know, AND you have the Millennium Puzzle. You can do it, Ahsoka! I know you can!"

"We all do, Snips!" Anakin added.

With her confidence restored, Ahsoka nodded in acceptance and took the deck from her grandpa.

"Okay, I'll do it!" Ahsoka declared.

"I know you will, little one." Acuzaa replied.

Before Ahsoka could go and duel Dooku, she was stopped by Padmé. The senator of Naboo had taken out a dark blue magic marker, and had a warm smile on her face.

"Everyone, remove one of your gloves and put your hand out; and I'll mark us with a special sign." Padmé said.

While a bit confused, the others did as instructed. When Padmé was done, it was revealed that they each now had part of the Republic Phoenix symbol on the back of their hands. And it was very confusing to them.

"What's the deal with this mark, senator?" Anakin asked.

"It's a symbol of our friendship. So that whenever one of us is dueling, we'll always know that the others are there for us." Padmé explained.

Soon, Jedi councilwoman Shaak Ti, had arrived on the scene while Ahsoka went off to duel against count Dooku. She knelt down next to Acuzaa and began to scan him using the Force.

"Barriss, we'll take care of Acuzaa. Why don't you go in there and cheer Snips on." Anakin instructed.

"Yes, master Skywalker!" Barriss complied.


***With Ahsoka and Dooku***


The two duelists were now standing on two mechanical podiums in a stadium of some sort. The inside of the stadium was a green colored screen that had white grids resembling a Duel Monsters gameboard.

"Kaiba Corporation designed this duel arena to make the game a bit more… enjoyable. We each start with two thousand Life Points, and the first to hit zero loses." Dooku explained as the arena flared to life. "Now then, are you ready to play, Padawan?"

"Playtime is OVER, Dooku!" Ahsoka declared.

No sooner had she said that did something strange happen. The Millennium Puzzle began to glow with an intense golden light that engulfed Ahsoka in a pillar of light. Egyptian hieroglyphics appeared in the ground as the transformation continued. The light soon died down to reveal Ahsoka; but she had changed.

She was about a foot and a half taller with longer lekku and montrals, and her eyes were now almond shaped. As a matter of fact, she now looked older and wiser than before. When the light completely died down, Ahsoka opened her eyes to reveal that they had turned from a deep blue to an Amethyst purple color.

"What kind of sorcery…?" Dooku asked in shock.

"Ha! I hope you're ready, Dooku, because it's time to duel!" Ahsoka declared with a more mature voice.

Although this new development threw Dooku off his game for a moment, he quickly regained composure as they both drew five cards.

"Hmph! I will show you what happens when you challenge a champion, such as myself!" Dooku declared.

He drew a card and looked at it, then chose to play it in face up Attack Mode.

"I will attack with the mighty Warrior of Zera! Brace yourself, Padawan, for you have never dueled like THIS before!"

And he was right. A square on Dooku's side of the field lit up, and something materialized from the ground up. It was a male humanoid monster with light red skin, and yellow eyes. He was wearing green armor on his forearms, upper body, blue pants with a big yellow buckle, and a helmet with red horns on the sides. His weapon of choice was a black broadsword with a cyan blue hilt that resembled a Dragon's head.

(Warrior of Zera; Attack: 1600)

Ahsoka recoiled back in shock and surprise. This has never happened in the history of Duel Monsters! Not to her knowledge, at least.

"He's brought the monster on the card to life!" Ahsoka gasped.

"That's correct. This new dueling system developed by Kaiba Corporation creates a realistic hologram of the monsters, magic, and trap cards to make the game more real." Dooku explained.

Ahsoka growled and narrowed her eyes at the sleemo standing before her.

"So THIS is how he beat grandpa!"

"Well, are you going to make your move?" Dooku asked mockingly.

"You want me to move? Well, then I'll move, Dooku! I play Red-Eyes Wyvern in Attack Mode!"

On Ahsoka's side of the field, a dragon type monster appeared. It looked like a smaller, less powerful version of the Red-Eyes Black Dragon. It had a more metallic brown colored armored hide, and in place of arms were its wings. It had a single horn on the back of its head, and stood on its hind legs. The monster released a screech as it fully materialized on the field.

(Red-Eyes Wyvern; Attack: 1800)

Barriss ran into the room, and gasped in surprise at what she was seeing.

"WHAT THE!? MONSTERS!? HOW IS THIS POSSIBLE!?" Barriss asked herself in shock.

Without warning, the Warrior of Zera charged at Red-Eyes Wyvern, fully intent on running the Dragon through with his sword. But Ahsoka was ready for such an attack.

"Poison Fire attack!" Ahsoka commanded.

In response, the Red-Eyes Wyvern unleashed a stream of purplish-red fire at Warrior of Zera. The humanoid monster was no match for the poisonous fire coming from the mouth of this Dragon, and groaned in pain as his flesh began to corrode from his bones. Dooku grunted as he felt the heat from the flames and his monster exploded before disappearing.

(Dooku's LP: 2000 - 1800)

"Master, are you okay?" asked Dooku's apprentice, Asajj Ventress.

"Alright! Way to go, Ahsoka!" Barriss cheered.

Even Dooku smirked at this. He thought he might get a challenge from Ahsoka, and it appeared as though he was correct in that regard. A Red-Eyes Black Dragon deck was definitely a rare find. And it gave him an idea.

"Ah, a very good move on your part, Padawan." Dooku complimented as he drew a card. "But we shall see if you can handle this card!"

The virtual reality system hummed as a new monster of the warrior type appeared on Dooku's side of the field. It resembled a middle aged human male with short blonde hair, tan skin, and squinty eyes. He was wearing silver armor reminiscent of a knight, a billowing red cape, and twin broadswords.

(Attack: 1200)

"The Marauding Captain? But that monster's nowhere near strong enough to destroy my wyvern." Ahsoka said to herself.

"True, he may not be strong enough right now." Dooku admitted as he played a card with a green background. "But if I combine him with this…"

"A Magic Card!" Ahsoka gasped.

"That's correct. The Lucky Iron Axe is an equipment Magic Card that boosts my Marauding Captain's attack power by five hundred points." Dooku explained. "But since that won't be enough, I'll equip my Marauding Captain with another Lucky Iron Axe."

Suddenly, Marauding Captain's swords were replaced by two wooden axes with blades made of iron, and his power increased, making him stronger than the Red-Eyes Wyvern.

(Marauding Captain; Attack: 1200 - 2200)

"Now, Marauding Captain, attack with Twin Axe Strike!"

The warrior monster charged at Ahsoka's Wyvern with his Axes raised, and slashed the monster in half right at the waist! He was also beheaded to add insult to injury, before he shattered as he was sent to the Graveyard.

(Ahsoka's LP: 2000 - 1600)

"Now, do you see, Padawan? Your pathetic Heart of the Cards shall not prevail! Now make your move!"

Ahsoka growled as she began to try and form a new strategy.

"He's good. He knows all of the in's and out's of this game. But I have to believe in my grandpa's deck! I have to hope that it has some sort of hidden strategy." Ahsoka thought to herself.

She drew a card, but she was confused by it. It was a Monster Card that was nothing more than a black stone in a pool of lava with a red gemstone in its core. What perplexed her was the fact that it had zero Attack Points, and zero Defense Points.

"This card has an excellent special effect, but I don't have the right cards to use it yet. I'll have to play a different monster; in Defense Mode. The monster will be sacrificed, but my overall Life Points will be safe." Ahsoka thought to herself.

She placed a monster card face down and sideways on the field, and Dooku attacked once again.

"Twin Axe Strike!"

Marauding Captain attacked once again, and sent another Red-Eyes Wyvern to the Graveyard. But good thing for Ahsoka, she has a friend who will always be there for her.

"HANG IN THERE, AHSOKA!" Barriss urged.

With the next two turns, Dooku had managed to destroy Ahsoka's Black Metal Dragon, and one of her Red-Eyes Retro Dragon's. And the situation was beginning to become even more desperate.

"Grrr, what can I do? So far, my monsters have been unable to destroy that Marauder." Ahsoka thought to herself.


***With the Others***


Shaak Ti has been working her absolute hardest to try and keep Acuzaa alive. His breathing was steadily growing shallower. Padmé held the elderly Togruta's hand, trying to help him pull through for Ahsoka, but the situation wasn't looking good.

"Don't give up… Ahsoka…!" Acuzaa breathed.


***Back with Ahsoka***


Having felt Acuzaa's plea, Ahsoka's vigor was renewed as she got ready to draw her next card.

"I can't quit! For my grandpa, I must prevail! I believe in my deck!" Ahsoka declared.

She drew a card from her deck and took a look at it. Seeing that it was a card she could use, Ahsoka grinned. This card might just be her saving grace.

"And that faith rewards me with Red-Eyes Archfiend of Lightning; with the destructive power of twenty five hundred!"

On Ahsoka's side of the field, a new monster that looked like an Archfiend style fusion of Red-Eyes Black Dragon and Summoned Skull arose. He growled menacingly at his enemy, almost as if he knew what Dooku had done to Ahsoka's grandfather.

(Red-Eyes Archfiend of Lightning; Attack: 2500)

Dooku grimaced, as he knew what would come next. The Archfiend reared back his clawed hand, and landed an electrified punch on the Marauding Captain. His superior attack power was enough to destroy the archaic soldier before him, and sent the Marauding Captain to the Graveyard.

(Dooku's LP: 1800 - 1500)

"Woo hoo! Take him down, Ahsoka!" Barriss cheered.

"Hmph. So you have a slight lead in Life Points. But you won't be laughing for long!" Dooku declared.

He drew a card from his deck, and smirked cruelly as he saw the card that he drew.

"This will be the perfect way to both crush Tano's spirit, and prove my power! But why not make it all the sweeter?" Dooku thought to himself. Out loud he said, "Padawan, I would like to make a small wager; a deal, if you would. Should you win, I shall return to you Acuzaa Tano's Blue-Eyes White Dragon card."

Ahsoka gasped and her eyes widened a bit. Why would he offer the card that he had tried so hard to get? Unless there was some ulterior motive to this.

"And what will happen should you win the duel?" Ahsoka asked.

That smirk the Sith Lord gave was in no way comforting to the young Togruta.

"If I win, then you must turn over the rarest card in your deck… and become my second apprentice." Dooku replied.

Ahsoka gasped in horror! This kind of deal was ludicrous! Was her grandpa's card really worth being turned to the Dark Side if she lost? Even Barriss knew that accepting such an offer was not a good thing.

"DON'T ACCEPT, AHSOKA! IT'S NOT WORTH IT!"

Our young heroine gritted her teeth, and growled as her features became more feral. As much as she hated this, there seemed to be no way out of this situation. Not without losing by default, at least.

"You leave me no choice, Dooku. I accept those terms." Ahsoka reluctantly said. "But you had best keep your end of the deal if I win!"

"Why, of course. I am a man of my word, and should you somehow manage to defeat me in this duel, I'll happily do you the favor of returning your Grandfather's card." Dooku replied. "And while I'm at it, I think I will also make it my weapon of choice! COME FORTH, BLUE-EYES WHITE DRAGON!"

It was a nightmare come to life for Ahsoka. Her own grandfather's strongest monster being used in a duel against her! And boy, does the Blue-Eyes White Dragon look absolutely pissed off! It roared as it came to life, and stared down at Ahsoka's Archfiend.

(Blue-Eyes White Dragon; Attack: 3000)

"Now, my pet, attack with White Lightning!" Dooku commanded.

The dragon roared again as it opened its mouth, and fired a beam of white light at Red-Eyes Archfiend of Lightning. The poor beast stood no chance as it was obliterated from the field, taking more of Ahsoka's Life Points with it.

(Ahsoka's LP: 1600 - 1100)

Ahsoka grunted as she knew that this would be even more difficult than before. There were very few monsters that could stand up to the might of the Blue-Eyes White Dragon. And each time she played a defense position monster such as Red-Eyes Black Chick, or Red-Eyes Retro Dragon, the Blue-Eyes White Dragon would just destroy it.

"Now, do you understand? Very soon, you will be my newest apprentice in the dark arts of the Sith!" Dooku declared.

"We'll see about that, Dooku!" Ahsoka said as she drew a card.

She gasped as she saw what it was.

"A Magic Card!" Ahsoka thought to herself. Out loud, she said "I play Swords of Revealing Light! This card stops my opponent's monsters for three full turns!"

As soon as the card was activated, a row of swords made out of golden light descended from the heavens, and stabbed themselves into the arena. Their magic paralyzed the Blue-Eyes White Dragon, and stopped it from attacking.

"I'll place this card face down, and end my turn by summoning my Red-Eyes Black Dragon in attack Mode!" Ahsoka declared.

You heard right, people! Ahsoka has just summoned one of the strongest Dragons in her deck. It was a slim Dragon with a jagged, black armored hide, piercing blood red eyes, spikes jutting out of his back, three claws on each hand and foot, four backward facing spikes sticking out of his head, and a sharp beak filled with needle sharp teeth.

Red-Eyes screeched as he glared at the Dragon that is his centuries long rival, but didn't do anything unless he was commanded to do so.

(Red-Eyes Black Dragon; Attack: 2400)

Barriss stared in amazement at the beast. She'd heard stories about the Red-Eyes Black Dragon, and knew that its power was on par with that of the Blue-Eyes White Dragon. That had to be the best card in Ahsoka's deck! Or one of them, at least.

But Dooku wasn't at all fazed.

"Ah, poor Padawan. If you think that you can defeat me using that feeble monster, I'm afraid you're sorely mistaken." Dooku taunted. "What good will a three turn delay do for you?"

Ahsoka gritted her teeth as she looked at the cards in her hand. As much as she hated to admit it…

"He's right. What do I do? None of the cards in my hand have the power to defeat the Blue-Eyes White Dragon. How can I possibly pull out a win if I don't have any monsters with enough power?"

That's when Ahsoka heard a voice that was very familiar to her.

"For someone claiming to have faith, you're giving up too easily."

Ahsoka closed her eyes, and saw that it was a mental apparition of her grandpa, Acuzaa. And he seemed to have some much needed advice.

"Listen, sometimes what a card lacks in power, it makes up for in versatility. You need to learn how to best utilize their abilities. They are sort of like a puzzle. You need to put each piece their proper place." Acuzaa explained.

"Oh, like the Millennium Puzzle?" Ahsoka asked.

"Exactly. Each piece creates a greater entity." Acuzaa replied.

Just as Ahsoka was about to try and get more information, the mental apparition if Acuzaa began to fade from existence.

"GRANDPA!"

"Like the pieces of a puzzle, little 'Soka. Remember…!"

"Puzzle? When are the cards like a puzzle aside from trying to summon Exodia?" Ahsoka asked herself. "Wait, grandpa once said…"


***Flashback Start***


Eleven year old Ahsoka Tano was sitting in front of her grandpa as he explained a recently created style of summoning in Duel Monsters. One that could even rival that of Synchro Summoning.

"In Duel Monsters, there is an even greater dragon that is a near unstoppable form of the Red-Eyes Black Dragon; the Red-Eyes Flare Metal Dragon. But he can only be called upon through the use of XYZ Summoning." Acuzaa explained.

"Have you ever summoned him, grandpa?" Little 'Soka asked.

Acuzaa chuckled at the question. While he has performed at least a few XYZ Summons in his days as a duelist, he's never been able to bring about the Red-Eyes Flare Metal Dragon. Although, he does possess the only copy of it in the world, but his granddaughter didn't need to know that yet.

"Unfortunately, there is only one Red-Eyes Flare Metal Dragon in existence. And as such, to this day, no one has ever been able to summon him."


***Flashback End***


"Enough of your stalling! Make your move, or you forfeit the match!" Dooku demanded.

"I never forfeit!" Ahsoka declared.

She drew another card, and was pleased with the results. It was another piece of the puzzle that she needed to solve.

"I choose to summon my Red-Eyes Flare Dragon, in Attack Mode!"

The arena hummed as a new Dragon was brought to the field. It looked very similar to the Red-Eyes Black Dragon, only this one had flames burning from its wings, and a second set of smaller wings growing from its arms.

(Red-Eyes Flare Dragon; Attack: 2400)

Dooku merely laughed at the appearance of this beast. This Dragon's attack power was only as high as the original Red-Eyes Black Dragon. It was still no match for his Blue-Eyes White Dragon.

"Hm, a risky move. But still foolish. My Dragon may be unable to attack for two more turns, but my next monster is under no such spell!" Dooku declared. "Face the wrath of my Gilford of Legend; with an attack power of twenty six hundred!"

A masculine warrior monster with long red hair, black and brown leather armor, and a crusader's sword appeared on the field, and was ready to attack at a moment's notice.

(Gilford of Legend; Attack: 2600)

And attack, he did. But just as the knight was about to strike, he was ensnared in a magical circle that was keeping him from attacking! Now this caught the Sith Lord's attention quite easily.

"What? What is this!?"

"Sorry, Dooku, but when your monster attacked, he activated the trap card that I had on the field. Spellbinding Circle; as long as it remains on the field, your monster remains frozen and unable to attack!" Ahsoka said.

Dooku gritted his teeth, but quickly calmed down. This was only a minor setback. He just had to wait until the swords disappeared. Then the Blue-Eyes White Dragon will be free to attack, and Ahsoka won't be able to stop him.

"Very well then. Play your last pathetic card, so that I may end this, Padawan." Dooku urged.

Ahsoka merely smirked, and drew a card before pulling a card from her extra deck. She now understood why her grandfather had entrusted such a deck to her.

"The deck grandpa made for me has no pathetic cards, Dooku. But it does contain…"

Ahsoka held up her weapon of choice, and revealed it to the Sith Lord before her.

"...The all powerful Red-Eyes Flare Metal Dragon!"

"AAAH! IMPOSSIBLE!" Dooku cried out in shock.

"And now, by using my Red-Eyes Black Dragon and my Red-Eyes Flare Dragon as XYZ Materials, I XYZ Summon my ultimate trump card! MIGHTY BEAST OF FIRE AND METAL, PLEASE HEED MY CRY! AWAKEN FROM THY SLUMBER, FOR THE TIME IS NIGH!"

As Ahsoka chanted the words to awaken her monster, the two monsters she had on the field turned into balls of purplish-black light and flew up into a swirling vortex. From this vortex emerged a creature so fearsome, so powerful, so mindbogglingly menacing, that Barriss, Ventress, and Dooku nearly fainted where they stood.

"NOW ARISE FROM THE ASHES AND BREAK THE SEAL! BEINGS OF DARKNESS, BEGONE! EMERGE RED-EYES FLARE METAL DRAGON!"

The Dragon roared as it landed on the field, a truly marvelous sight that had even the Blue-Eyes White Dragon trembling in fear. It resembled the Red-Eyes Flare Dragon that had been turned into a machine. It was made of gleaming reinforced black steel armor with sharp spikes all along its tail, and a small flame at the end of the tail. Circling around it in an electron-like orbit were the XYZ Material Monsters that were used to summon it.

(Red-Eyes Flare Metal Dragon; Attack: 2800)

"Red-Eyes Flare Metal Dragon! It's not possible! To think that Acuzaa had a card like THAT in his possession!" Dooku said in disbelief.

"That's right. And I'm about to increase my Dragon's power even more, thanks to these two Magic Cards. I equip my Red-Eyes Flare Metal Dragon with my Horn of the Unicorn, and my Dragon Nails cards! Their combined magic boosts my Dragon's attack points by an additional thirteen hundred points, while his defense power is boosted by seven hundred!" Ahsoka said.

(Red-Eyes Flare Metal Dragon; Attack: 2800 - 4100; Defense: 2400 - 3100)

The Dragon began to gather fire within its mouth, and set its sights on the immobilized Gilford of Legend. This duel was going to end one way or another!

"Red-Eyes Flare Metal Dragon, obliterate his Gilford of Legend! GO WITH RAGING CHROME INFERNO!" Ahsoka commanded.

Red-Eyes Flare Metal Dragon reared back its head, and launched a huge torrent of crimson red fire at the knight. This destroyed not only Gilford, but surprisingly, even the Blue-Eyes White Dragon. Dooku screamed in pain and rage as he too felt his Life Points run out from the sheer power of this mighty beast.

(Dooku's LP: 1500 - 0)

"SHE DID IT, SHE DID IT, SHE DID IT! WOO! THAT'S MY BEST FRIEND!" Barriss cheered wildly.

"This CAN'T be! My master NEVER loses!" Ventress said in denial.

Back with our two duelists, Ahsoka had taken her grandpa's card back using the Force, and was now talking to Dooku about how he lost.

"You only fight for power, Count Dooku, and that is why you lost. But if you put your heart in the game, there is nothing you can't do." Ahsoka lectured.

"No… it can't be…! How could I have lost to her!?" Dooku said in a state of denial.

Suddenly, Ahsoka thrust her arm out at Dooku with her palm open and the same eye that was on her Millennium Puzzle appeared in the center of her forehead.

"Darth Tyranus, if you really want to know… OPEN YOUR MIND!"

Dooku suddenly gained a blank look in his eyes as they flashed from their sickly yellow color back to the deep blue that they were when he was a Jedi. He groaned as he dropped to his knees.

"There, maybe now you will begin to see." Ahsoka said.


***With Acuzaa and the Others***


Shaak was still working very hard in her efforts to keep Acuzaa alive. So far, he was stable, but he seemed to have slipped into a comatose state. They didn't know if he would make it or not, but were determined to keep him alive. For Ahsoka's sake.

That's when a miracle happened. Acuzaa opened his eyes, groaning as he awakened.

"Acuzaa's awake!" Padmé exclaimed, joy clear in her voice.

"Mister Tano, how are you feeling? Are you alright?" Shaak asked.

Rather than answer his fellow Togruta's questions, he just uttered two words. Two very, very important words.

"Ahsoka won…!"


***In an Unknown Area***


"Mister Pegasus, sir, our undisputed champion, Count Dooku, he's been defeated in a duel, sir. By someone named… Ahsoka Tano." informed a male security droid.

A mysterious figure with long, silver hair, wearing a red suit hummed in interest at this news. And what's this? His left eye is made entirely out of gold and looks just like… the eye on Ahsoka's Millennium Puzzle!


I hope you guys like this story, because I put a TON of effort into this chapter! And Ahsoka's deck is actually a Red-Eyes themed deck that I built myself. But so you know, this story follows the rules of Duelist Kingdom (meaning NO direct attacks at opposing duelists!) Also, XYZ and Synchro Summons will be very rare in this story, and only select few characters will have XYZ or Synchro Monsters.

Now please Fav, Follow, and review this story! You know I appreciate all constructive feedback!