Disclaimer: I do not own Yu-gi-oh, or the characters within. I just have my own set of cards.

Change of Fate

Aboard the cool metallic Kaiba Corp. airship, Mai Valentine made her way to the dueling choosing area to find out who was to be her next opponent in the Battle City finals. As she strode toward the chamber room, her mind was both annoyed and upset.

'I've gotten this far on my own and I'll go even further without them.' The blond duelist thought to herself. 'Who needs him anyway?'

She stopped herself briefly, realizing that she had said 'him' this time. Him as in Joey Wheeler, another participant of the tournament and a good duelist to boot. In the last match, he had been struck down when the Egyptian god monster went berserk and fried both him and Odion, who was thought to have been Marik at the time. It had been declared that whoever made it to their feet first would be declared the winner. It seemed as if Odion would win, but he had fallen back down and Joey somehow made it to his feet and won. Later when asked how he did it, he declared that he saw his friends all helping him up to his feet. But when Mai asked if she was there as well, he said no. That upset her greatly and she stormed away.

'I can't believe that after all this time, he doesn't at least consider me a friend.' The vibrant blond duelist fumed as she continued her walk. 'Well, who needs him anyway?' Deep within, she was sorely pained, but she chose to ignore it and focus on the duel. She would need it if she was to beat them all and come out the top duelist of all. 'I'll show them all.'

Just before she reached the entrance though, one of the doors slid open just as she reached it. Mai stopped and peered in, but there was only darkness. 'Kaiba still has bugs to work out on this ship' she assumed as she made ready to move on. However…

"Mai."

Mai stopped again and looked in. There, she could make out a dark figure approaching her. She couldn't see the person's face or body due to the dark cloak and hood that he was wearing. However, due to the voice, she guessed that it was a male.

"Who are you?"

"A friend."

The voice seemed strangely familiar, but Mai didn't care. Repeating her last question…

"Who are you? Show your face."

"I can't...not yet." The mysterious man answered. He began to drift closer to the door.  "Mai, please listen. You're in danger."

"What do you mean?" Mai asked.

"Your opponent in the next duel will be Marik. He will lock you in a shadow game where you will go through a nightmare."

Mai place her hands on her hips and gave a skeptical glance. "Are you for real?"

"Yes. Please listen." he pleaded. "A lot of bad things will happen to you and it starts at this duel. I want to make sure that doesn't happen to you."

"Even if I believed you, which I don't, how could you help me?"

"This." The figure lent out a sheet of paper. "Memorize it before you duel. It will save you. You must trust me."

Mai looked at the sheet distrustfully, "And why would I do a thing like that? I don't even know who you are."

"Just know that I want to help you. Just like Joey."

"Joey?" she blinked. "What does he have to do with this?"

"He didn't tell you the whole truth. About when he was knocked unconscious."

Mai frowned, but she was a bit curious, "What are you taking about?"

"You can ask him...when you win, Mai. But you must remember what is written there, for your sake. And remember...that your friends are always there for you. Even when you don't know it."

Mai looked down again at the paper and took it into her hands. She opened it and read the paper, but was baffled. Looking up, she saw that the mysterious stranger had disappeared. She didn't know what to make of it. Judging by the way he was dressed, he could have been one of Marik's Rare Hunters. She looked around for a wastebasket and was about to throw it in when she stopped. If it was a rare hunter, they wouldn't have made it like they were trying to help her. They probably would have tried to sabotage her. And they certainly wouldn't have told her that her next opponent would be their master. Looking at the paper again, she simply placed it in her pocket and went on to the choosing area.

Meanwhile in another chamber aboard the airship, the Millennium Necklace glowed around the neck of Ishizu Ishtar. Her eyes opened and a look of confusion crossed her feature beneath her veil.

'Something...is different. Something has changed.'

*************

Duel #3- Mai Valentine vs. Marik Ishtar

Mai was locked in a deadly duel against the evil of Yami Marik. He had opened the darkness of the shadow realm, pitting Mai in a shadow duel where the stakes had grown. Using the dark power, Marik has set it so that with every monster destroyed, they would loose the memory of someone in their live and ultimately lose their memory entirely. Mai had lost two of her monsters, erasing both Tea and Joey from her mind. She was too terrified to continue, but with the help of Yugi (Yami), she was able to take and summon Marik's most powerful monster, the Winged Dragon of Ra. However, the monster wasn't as it appeared and only a shining golden orb hovered in the sky. Yami Marik was obvious enjoying her slight, but evident confusion.

"Not only am I erasing your memory with every monster I destroy, but once you lose this battle to me, your mind will be trapped here confined in isolation for eternity."

Mai frowned, already knowing this, but not really taking it in. Right now she wanted to figure out what was up with the Winged Dragon of Ra. As though he could read her thoughts, Yami Marik continued.

"Now as for my Egyptian god card, you were a fool to think you could be able to use it. Only individuals with knowledge of the ancient scriptures can wield the power of Ra."

"Give me a break." she shot back. "You're just jealous because you lost your Egyptian god card to a better duelist and I'm going to use it to knock you out of the finals, bud. Your winged dragon answers to me now."

Yami Marik grinned evilly, "Then why don't try reading the ancient text written on the bottom of the card?

Mai frowned as she looked down at the card, but suddenly gasped in surprise. On the bottom of the card was a sort of strange writing in bold black figures.

"Huh, what's that?"

Yami Marik answered, "That is the ancient chant, used to call upon the hidden powers of the Winged Dragon of Ra."

'But I don't remember seeing that writing when the card was in my hand' she thought as she examined the card. 'Am I going crazy or is this another one of Marik's mind tricks?'

"Hehehe!!!" Yami Marik laughed. "Well why don't you try reading the chant? Or perhaps you're in need of lesson in the ancient Egyptian scriptures, my dear."

She blinked, realizing what he had done. 'He's got me trapped.'

The dark grin grew on his face, "Well, why don't I read the chant and regain control of it?"

Mai looked back at the card, trying to see if there was something she could do. But as long as she couldn't read it, she would never be able to control the monster.

"Stare at that card all you want." he gloated. "You'll never decipher the ancient words printed upon it." He then went on to explain that it was written in a certain hieroglyphic script that only he, his family and even Kaiba could read. He also told her the history of the cards on how it was used at a time when the powers of the shadows was everywhere and those who wielded its power were feared. Mai however, didn't want to hear any of it.

"Blah, blah, blah. I don't need a history lesson to learn how to control the actions of my duel monster."

"Maximillion Pegasus certainly did and not even he knew how to decipher the ancient text when he created the card." Yami Marik explained. "But he knew that in ancient times, the winged dragon would only obey those who chanted the words. So Pegasus printed the words in an ink that can only be seen when the monster is summoned."

Her eyes widened with the now obvious proof of his trickery. 'Then Marik knew all along that I'd never be able to use that card.'

Marik grinned more; a sign that he was getting a perverse enjoyment out of this, "I'll ask you again. Are you reading the chant or shall I release the Winged Dragon of Ra? This is your last chance, foolish girl!" he taunted. "Show me how you control an Egyptian god! HAHAHAHAHA!!!!!!!!!"

"Laugh it up, psycho boy."

Despite her bold statement, she was really scared right now. It was obvious a lot more was at stake here now.

"Time is running out my dear. So make your move. Unless you're willing to admit defeat. Remember, you have no monsters on the field to protect you. And that means I can use my Egyptian god card to attack your life points. So prepare to lose and live an eternity of loneliness and despair."

She gritted her teeth, shutting out Marik's voice. But that didn't help her with her situation. If she didn't do something fast, she would lose the duel. 'If only I could read... wait a minute.'

-'But you must remember what is written there, for your sake.'-

'Could this be what he was talking about?' The stranger was certainly right when he said she would be chosen to face Marik. Could he be right about this?

"This is your final opportunity to awaken the Winged Dragon of Ra." Marik gloated

None of this made sense. But it would seem that she has no choice. Luckily she had read the paper he had given her and she did remember what was written. But would it really work? 'I guess I have to do it...and trust him.'

"Fine then. Watch me work, Marik."

Marik continued to grin, but Mai shut her eyes. 'Now how did it go...?'

"Great beast of the sky, please hear my cry...

"Transform thyself from orb of light and bring me victory in this fight."

The golden globe above shone brightly and began to shift. Marik stepped back in surprise.

"What?!"

Mai smiled inwardly, now knowing for sure that she was on the right track. But she continued to focus, keeping the words in line in her mind.

"Envelop the desert with your glow and cast your rage upon my foe...

Unlock your powers from deep within so that together we may win."

Marik stepped back further in sheer panic as the golden object in the sky took form.

"How could you know this? It's impossible! There's no way you should know!!!"

Mai wanted to gloat so badly right then and there, but she had to finish

"Appear in this shadow game as I call your name. Winged Dragon of Ra!!!!!!!!"

An immense roar echoed out in the entire arena and Mai had to open her eyes to see it. The golden dragon had emerged in its true form and began to hover down to the ground. Mai was completely enthralled by its beautiful and majestic form and the monster soon settled down behind her, now under her control. Marik was completely shocked by this development and his eyes were wide with horror.

"THIS IS IMPOSSIBLE!!!!!"

Mai gave a small grin, "You've underestimated my skills, Marik. A true duelist would never do that. And now..."

She raised her hand and the dragon roared in response.

"Winged Dragon of Ra. Destroy his Binding Arms monster and the rest of his life points."

With another roar, the golden beast began to flare with massive power. The energy converged in his open mouth and formed a great ball of fire which grew quickly. As it grew, bright light shimmered out and began to partially blind everyone. Marik's back was against the railing as he was in fear of the destructive power. He couldn't believe that he was about to be eliminated by his own monster. Even worse, since this was a shadow duel, he would be stuck here in the shadow realm…forever.

"NOOOOOOOOOO!!!!!!!!!!!"

The Winged Dragon of Ra finally finished charged and fired an incredible bolt of fire. The beam flew straight at the Binding Arms monster and engulfed it, completely destroying it and the last of Yami Marik's life points. Yami Marik's twisted form swirled at the end of the duel as the shadow realm took him in and devoured him in the shadows, leaving behind the fallen body of Marik. The Millennium Rod fell down to the floor as the shadow realm faded away along with the Egyptian god monster.

"And the winner of the battle city finals, Mai Valentine."

Mai sighed and bent down to the floor, exhausted from the duel. The platform lowered to the ground and she could hear the footsteps of her friends approaching.

"Mai. Mai, can you hear me?"

Mai raised her eyes to the now-not-so-distant voice. A figure materialized before her and her eyes widened in recognition.

"Mai. Do you still remember who I am?"

Shivering lightly, Mai responded by wrapping her arms around the young man in front of her and sobbing lightly.

"Oh, Joey."

Joey was a bit surprised, but managed to put his own arms around her in comfort.

"It's okay, Mai. It's all over."

The finals continued on. Ishizu confronted Kaiba in the duel, but decided to forfeit seeing as how she had gotten what she wanted; her brother Marik back to normal. She did however stay behind to watch the remainder of the duels. They were shortly interrupt by Noa and the Big Five, but after dueling with them and confronting Gouzuburo, they escaped cyber-space while Kaiba shut down the virtual world, saving only Noa at Mokuba's request. Later at the finals, the four remaining duelists battled each other. Mai battled against Joey, but refrained from using the Winged Dragon of Ra and lost, giving Joey the powerful monster. But in the end, it was Yugi who wound up winning the three cards, but they were stolen afterward.

But that's another story. We're going to skip ahead two years...

******

Domino City...

The gang met up together at the Burger World restaurant to eat dinner. As they entered the restaurant, Mai noticed a figure off in the side that slowly shifted into the darkness of an alley. But she recognized the garments. 'It's him.'

"Hey I'll check with you guys in a moment." she mentioned to the others.

Yugi simply nodded, "Sure. We'll save a seat Mai."

Mai walked off to the side and into the alleyway. Turning around the corner, she saw the cloaked figure leaning against the wall. The figure heard her approach and began to turn around.

"Mai...It's nice...to see you...again..."

Mai noticed the strain in his voice, but decided to keep her distance. "I'm sure. I have a lot of questions, but I think I should start with, who exactly are you?"

The figure chuckled lightly before his hands slowly rose up and grasped the sides of the hood. Slowly, he pulled it back and revealed his true face. The moonlight was dull in that area, but Mai managed to recognize the person, but not without experiencing massive shock.

"Joey? But...how?"

The weathered face smiled, "I'm not...the Joey Wheeler that you...know...I came from a future...where something terrible happened...to you."

"The future?"

"Yeah...I had a...little help...in that...department...from Yug."

Mai took it into consideration. What he was saying was outrageous and crazy. But she had experienced enough outrageous and crazy to know when something was true or not and this was true. Not to mention that in a strange way, it made a lot of sense.

"I see. That's how you knew the chant to that Egyptian god card. But what happened to me in your time?"

"That...ughhh...doesn't matter anymore..." he groaned. "Just as long...as you're safe."

His latter words became a whisper and Joey slumped against the wall and slid down to the floor. Mai quickly ran and bent down to him.

"What's wrong?"

"Now that...everything's changed, I...there's no need...for me to exist here."

Mai watched as Joey's body blinked and began to fade away. Quickly, she lift his head in her arm, cradling it on her lap.

"Joey, no."

"It's okay..." he reassured."All part of...the plan...heh."

His eyes closed and he rested his head comfortably against her.

"So...did you ask him?"

Mai twitched a bit before she answered. "Well. I never got around to it."

He chuckled lightly, "You sure...are stubborn...I guess I'll have to tell you..." He opened his eyes and looked up at the sky, "Do you remember...the time in the duel when I was...struck down by that berserk dragon?" Mai nodded and he continued, "I said that...when I came to my feet, I saw everyone there...helping me up except for you. I wasn't...honest there. You where there...helping me up as well." His eyes left the sky and onto her own eyes. "You meant a lot to me Mai. A whole lot."

Weakly, he reached his hand up and touched her cheek lightly. Mai, stunned by this confession, closed her eyes at his touch.

"Joey..."

His hand dropped away, "Now that you know, the ball's in your court."

His body began to appear and disappear rapidly. Mai grabbed hold of him tightly, "Please, don't go."

The smile still remained on his face. "I'm not...going anywhere. Not as long...as you lo..."

Joey finally faded away until there was nothing left for Mai to hold on to. Mai looked down sadly that he was gone. No, not gone. She now fully understood. He came from the future not only to save her, but to give them a chance.

"Thank you," she whispered into the air.

*********

"Hey Mai. Over here."

Mai entered the restaurant to find the group all seated at a table. Mai moved over to them with a strange look on her face and took her seat, which coincidentally (Like hell) was right next to Joey.

"So what happened?" he asked.

Mai didn't answer. Rather she placed her elbows on the table and her head on her hand, staring directly at Joey with a wistful smile.

"Uhh, Mai? Are you alright?"

Again, no answer. Joey moved his head closer to check to see if anything was wrong.

"Ma..."

It was then that Mai made her move and swiftly moved her head, locking her lips with his. Joey blinked in stunned shock, but he made no indication to move away. In fact, after the initial shock wore off, he dreamily closed his eyes and kissed back. They were so into their kiss that they didn't notice or care that the other were watching them with either surprise (Yugi), shock (Tristan and Duke), or just smiling (Tea and Serenity). Finally, they broke off with Joey grinning like an idiot and Mai practically glowing with a flush of pink on her cheeks.

"I love you, Joey Wheeler."