Yukin may have advance to the semi-finals, but Nitro City's problems are just beginning. Rojin is making his move to take the city as his own as he's taken the councilmen hostage with Renji. Yukin met up with Soto and was told Zoey is safe and managed to convince Soto to join his side. However, Rojin has captured Yukin and is after Zoey as well. Soto managed to escape and hurried to Zoey.

"Zoey!" Soto called as he made it back to the room he left her, but he was surprised to see she was gone. "No way those guys got here already. She must have wondered off on her own. I've got to find her fast." Knowing Zoey could be in trouble, he hurried as fast as he could to find her.

...

Yukin

Once Yukin was captive, he was brought to Rojin. Yukin was shoved into Rojin's main office and was faced with Rojin himself.

"Yukin... I'm so glad that you could make it." Rojin said. Yukin just glared at him as he knew that Rojin was up to no good. He looked up to the monitors and saw the Council with Renji.

"Renji? The Council? What have you done?" Yukin said as he already knew Rojin was behind something.

"Nothing yet. They just have a good seat. I just made sure they don't leave until my conquest of the city is underway." Rojin said.

"Conquest of the city?!" Yukin said as he was a little surprised to hear that. "So that's what you were after from the very beginning."

"Yes, but enough about me. Let's talk about something else." Rojin said. "Why don't you be a good boy and tell me where Zoey Baxter is."

"Even if I knew, I wouldn't tell you." Yukin said as he did all that he could to defy Rojin. "What do you want with her in the first place? She's never done anything to you."

"No, but I do find it interesting that she and Siri look so similar." Rojin said. "I'm sure having both of them will be a great benefit for me. Promin Academy isn't so nice towards traitors. Imagine what they would do to their former instructor." Yukin was shocked like others to hear Rojin admit he was from Promin Academy.

"You are from Promin Academy?!" Yukin questioned.

"I was, but not anymore. I've decided to form my own kingdom, where I am the king." Rojin said. "In fact, I think having you on my side would be most beneficial. Most people already think we're working together." Yukin felt disgusted that Rojin would even propose such things. "I'm not expecting an immediate answer. Let's just sit back and enjoy the rest of the All Grand Prix. The next duel is about to start involving Shun." Hearing his friend is involved in the duel, Yukin looked to the screen where the duel was being broadcast.

...

Zoey

Zoey wondered around the city. She had no idea where she was or what happened to her.

"Where am I?" Zoey questioned as she just wondered around. "Which way is the arena?" She has no idea where she was going.

"This way! We'll be able to see the duel from over that bridge!" Zoey looked ahead and saw three girls crossed her path and were heading there. To her luck, it was Rishi, Nene, and Nova. Not sure where else to go, she followed them. The three girls made their way to a pass that went over the track. The three of them climbed up to get a good look at the upcoming duel.

"We should be able to see the duel from here." Rishi said.

"Perfect. I don't want to miss Ryo's duel." Nova said.

"I sure hope he'll be okay. Things didn't go so well for Shiro." Nene said.

"Same here." Rishi said as they all hoped Ryo will make it out of this duel.

"Excuse me." They all looked to the side and were surprised to see Zoey.

"Who are you?" Nova asked.

"Hold on. Isn't that the girl that crashed?" Nene questioned.

"Zoey is her name." Rishi said. Zoey didn't quite get what was going on, but sticking with these girls must be better than just roaming around.

...

The Arena

"It's now time to get the next duel started." Marcy announced. "The next duel is between Shun and Ryo!" The two duelists came riding out on their runners as they took their positions and got ready for their duel. When they pulled up, Ryo did a lot of thinking.

'What if Shiro was right? What if a rebellion is the only way for this city to change?' Ryo wondered. 'Are Yukin and the others really working for Rojin? If that's the case, it's all up to me to do something.' He looked at Shun and remembered how things went in his last duel. 'This guy is brutal. I've got to be extra careful with this guy.'

"Boys, start your engines!" Marcy announced as the next duel was going to get started. The countdown initiated and both of them were ready to go. Once the countdown reached zero, both of them took off. "They took off like rockets. Who will make it out first to make the first move?" With both of them fighting so hard for their own reasons, they can't afford defeat. They both made it into the tunnel with all of them watching to see who will make it out first, and that end up being...Ryo. "It looks like Ryo is the one that makes the first move."

"Here I go!" Ryo said as he was getting ready for his first move. "I'll start by summoning out Future Witch to the field!" Ryo started the duel by summoning out a pink-haired witch riding on her broom with 1000atk points. "Next, I'm activating her special ability! I can look at the top two cards of my deck and put them back in any order!" Ryo drew the top two cards. One was a spell and another was a fellow witch. He placed the witch first and the spell second. "I'm now going to activate a spell known as Witch Sisterhood. I get to draw a card. If it's a witch, I can summon it."

"And I'm betting that witch is there since he rearranged the top two cards of his deck!" Marcy announced.

"It is!" Ryo said as he drew that card. "I'm summoning out Invisible Witch to the field!" He summoned out another witch with her having blue hair and had 1100atk points. "I place one card facedown and end my turn!"

"Ryo has managed to bring out two monsters on his first turn, but just how does he plan to use that?" Marcy said.

"You can hide behind your little girlfriends all you want. I won't be stopped." Shun said.

"I'll believe that." Ryo said. "I saw what you did in that last duel. You were vicious."

"You haven't seen anything!" Shun said as he was still wild-up from his last duel. "I'll take down anyone and anything that gets in my way!"

...

The Girls

"What's the deal with that, Shun? He sounds like a total jerk." Nova said. Once the girls got acquainted with each other, they watched the duel together.

"He certainly does seem to have an attitude. He doesn't have to sound so nasty." Nene said.

"I know it seems like that, but he has his reasons. It's all because Shun lost everything." Zoey said.

"Well, that isn't much of an excuse." Rishi said. "We never had much, but we don't act like jerks about it."

"Maybe, but it's different with Shun." Zoey said. "Shun may have lost everything, but he'll do anything to get it all back. Especially his younger sister. However, you might be right. He needs to remember what dueling is really about." Knowing what Shun is fighting for, she can only hope he comes around.

...

The Duel

"It's my turn!" Shun said as he drew his card. "I'm going to start by summoning Battlized-Raptor: Strike Hawk to the field!" He summoned out Strike Hawk with it flying out and having 1600atk points. "When Strike Hawk is summoned to the field, I can add a second to my hand!" He took a second Strike Hawk and added it to his hand. "Next, I'm activating the Double Summon spell! This allows me to summon twice this turn! I'm bringing out my second Strike Hawk!" He summoned out a second Strike Hawk as it came out with the same attack points. "Since he was summoned, I can add the third Strike Hawk to my hand." He took the third hawk with Ryo getting concerned.

"Just what do you plan on doing with all those little birdies?" Ryo said.

"You're about to find out." Shun said. "I'm activating Battlized Flock! When I have a Battlized-Raptor on the field, with a second in my hand, I can summon it to the field!" He summoned out the third Strike Hawk and had all three.

"Birds of a feather really do flock together. What is Shun going to do with all three of those birdies?" Marcy said.

"Battlized Flock has one other ability! If I have all three, I'm capable of destroying one card on the field!" Shun said.

"Is that so?" Ryo said.

"I'm betting you're planning on using that face-down to save your witches, but that isn't going to happen." Shun said. "I destroy your face-down!" A ray fired from his card and destroyed Ryo's trap.

"Ha! You fell for it!" Ryo said with delight.

"Fell for what?" Shun said.

"I actually wanted you to destroy my trap card. That's when it's effect activates." Ryo said. "When Buried Witch Achieve is sent to the graveyard, you're not allowed to summon any monsters or attack this turn."

"Looks like Ryo anticipated what Shun was going to do." Marcy said.

"Is that really all that trap does? All you did was postpone this turn." Shun said.

"Just you wait." Ryo said as he had a trick or two up his sleeve.

"Well, since I can't xyz summon or attack, all I can do now is end my turn." Shun said.

"My turn!" Ryo said as he took the spell he saw earlier. "I'm going to start by playing my spell Sorcerer's Casting! Since I have a spellcaster on the field, I can take a monster with less than a thousand attack points from my deck and summon it to the field! I'm summoning out Witch's Familiar!" He summoned out his black cat as it hopped out with 100atk points. "Next, I'm activating Future Witch's ability to look at the top two cards in my deck and place them back in any order!" He looked at his two cards and saw they were Charm Witch and Switch Witch. He placed Charm Witch on top and Switch Witch underneath. "I now tune my level one Witch's Familiar with level three Future Witch and level four Invisible Witch!" His cat turned into a green circle as it came around his two witches and turned them into stars. "Charm your way to victory! I synchro summon Witch Charmer!" Witch Charmer flew out with him having 2400atk points.

"Ryo is starting to turn it up as he brings out a powerful monster." Marcy announced.

"Witch Charmer, take down one of his Strike Hawks!" Ryo said. His monster flew at one of the Strike Hawks and destroyed them with Shun taking damage as his life points dropped to 3300. "I'm placing these two cards facedown to end my turn!"

"Ryo has taken the lead in this duel as Shun already lost some life points." Marcy said.

"You might have taken the lead, but don't think that means I'm far from beaten." Shun said.

"Well, let's see if you can back up the talk." Ryo said.

"I will!" Shun shouted as he drew his next card. "I summon Battlized-Raptor: Torpedo Harrier!" He summoned out another mechanized bird that had armor to make it designed like a torpedo with it also having 1000atk points. "I now overlay my two hawks with my harrier!" They became a mix of dark and green energy as they came together in a vortex. "With razor-sharp talons, this raptor takes flight to lead the rebellion! I xyz summon Battliezed-Raptor Mach Falcon!" Mach Falcon flew out on the field with 100atk points.

"Shun's brought out the big bird now!" Marcy announced. Both of them have brought out their best monsters now and are taking flight like their witches and raptors. The duel can only escalate from here.

"With this bird, I'll burn down your witchcraft!" Shun declared. With both of them fighting for the sake of their cities and loved ones, which one has the stronger resolve?