a/n Ok, I'm sorry if the duel doesn't make sence. and just to warn you most of the episode changed. don't worry, Yugi still kicks butt.

Special thanks to Estrelle Buscador, who I have to thank for helping me with story ideas and plus she gives great reviews. Also battousaisgirl16 who proof read this and said it was good so i'm posting it before i mess with it again.

as you've probrably figured out i don't own Yugioh, wish i did though

ok, Yugi vs Kaiba. here we go.

Chapter 4

A week after the unwelcome visit from Kaiba there was no sign of him. Tristan and Joey said it was because Kaiba knew they would kick his can if he came around again. Airi thought their boast was funny and didn't contradict them out loud, but she also knew Kaiba the best. Seto always got what he wanted. If he failed this time he would be back; the question was when.

Friday rolled around to find Airi coming home from the grocery store, a bag of things she had forgotten to get the day before in her arms. She had a few minuets before Yugi and his friends got home. She had promised them she would help with the ancient history homework they had put off for a week. Or to be precise the homework Tristan and Joey had put off for a week;Yugi and Téa had done it already. Yugi asked Airi help them with it, saying she could explain the dates and people better then him. Airi wasn't fooled by his excuse. Yugi wanted her to spend time with his friends so she wouldn't feel left out or lonely, especially after the state she had been in after Seto had shown up. She knew Yugi was blaming himself for her decision to give up dueling, because he was the cause. She told him she had no regrets, but he felt guilty anyway. Airi turned onto her street. She would have to talk to him about that, again, but for now she would let him help her.

Instead of going up the back steps, she went in the shop door. She wanted to see if there was anything grandpa needed her to do before the kids showed up. The door chime sounded hallow as she entered the shop. It was devoid of occupant; including grandpa.

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

No one answered. She frowned. Even someone upstairs could hear someone in the shop when they yelled.

"Grandpa?"

Still nothing. Grandpa never left the shop unattended unless someone was at least up stairs. The open sign was up and the door was open. Maybe he just step out.

Putting the food away up stairs Airi listened for the sound of Grandpa coming back. As time past the more worried she became. She started to rationalize in her mind, hoping that calm her down. Grandpa hadn't gone mental yet and she knew that he could take care of himself. Still he wasn't getting any younger. Hearing the sound of the shop door open she hurried down.

"Grandpa?" she called coming into the shop. But it was only Yugi and his friends.

"What's wrong?" Yugi's guard went up when he heard the concern in Airi's voice.

"Nothing, I just thought you guys were Gramps. He wasn't here when I came back."

"Didn't he leave a note or something?" Yugi asked.

"Nothing." Airi said.

"I'm sure he is fine." Joey said., "Probably just went out to talk to someone. He'll be back."

Right then the phone rang. Yugi answered it.

"Hello, Kame Games." his his eyes widened. "Kaiba?" everyone looked up. Airi went straight to the cabinet where grandpa kept the Blue-eye's card.

"What have you done Kaiba?" Yugi yelled into the receiver. "Kaiba? Kaiba!" Yugi hung up the phone with a little more force then needed.

"Grandpa is at KaibaCorp. He isn't feeling well and we need to get him."

"Not feeling well?" Téa sounded concerned.

"What was your grandpa doing at moneybags' place anyway?" Joey said.

"Dueling." Airi was holing up the box that held the Blue-Eye White Dragon Card. It was empty.

"But why would he be feeling poorly after dueling?" Tristan said.

"Kaiba probably did something underhanded, that slime ball." Joey raved.

"Yugi, close up the shop." Airi's voice was firm and commanding. "Meet me out back in two minuets." She disappeared into the back.

"What do we need to do Yugi?" Téa said.

"For what?" Yugi said.

"Help you close the shop."

"I can do this, you guys better go home, homework will have to wait."

"Home schmoe. We're going with you two to get your grandpa." Joey informed him.

"Thanks guys." Yugi smiled, looking relived.

"Quit yacking. Airi said two minutes." Tristan said.

They went right to work. Leaving their back packs behind the counter, they quickly changed the signs and pulled the drapes. Yugi lock the doors, trying to make himself not think of what condition Grandpa was in. How much did Kaiba want that card? He had better not have hurt grandpa. The Spirit was on the alert. For Kaiba's sake he better have not touched so much as touched grandpa's bandana.

After they had finished the four of them hurried to the back. They stood out in the back looking around. Airi was no where to be seen.

"We are wasting time." Joey complained.

Right then a car pulled up. Airi stuck her head out the window.

"Get in."

"What took you so long?" Joey demanded as he, Tristan, and Téa got in the back.

"I had to barrow the car." Airi said.

"We could be half way to KaibaCorp by now." Joey said.

"Do you know how to get to KaibaCorp?" Airi snapped, pulling away from the curb as soon as Yugi shut the passengers side door.

"It's not hard to spot, it's one of the tallest buildings in the city."

"You were planing to travel as the crow fly's?"

"Do you think that Kaiba did anything to grandpa?" Téa cut in.

"Kaiba isn't violent is he?" Yugi asked. He hated to jump to conclusions about people, but Kaiba seemed capable of anything.

"Seto doesn't hurt people, not physically anyway." Airi tried to reassure Yugi, switching traffic lanes. "He knows how manipulate and he gets what he wants. He isn't evil, he only has his motives messed up. I don't think he did anything to Grandpa directly. Though he may have overwhelmed him."

"But Gramps was some great duelist right?" Joey interjected. "Kaiba would have to be really good to get that old man shaking."

"Kaiba is International Champion, nimrod." Tristan pointed out.

"Skill isn't what I'm scared of." Airi said. "Grandpa dueled when tables and mats in the arena. Now they have holograms that are larger then life.'

"Gramps know about them. He's seen then on TV." Yugi interjected.

"True. But believe me it is very different to have a monster picture flat on a card and having it coming at you head on."

She pulled in front of the towing structure of KaibaCorp. Before she had stopped completely everyone was already out and heading up the stairs. By the time Airi caught up with them, they were at the front door having an argument with the head of security.

"This building is off limits to everyone who isn't a guest of Mr. Kaiba." the man was saying.

"We're here to pick up one of your bosses 'guests'." Joey was yelling again.

"Unless you have proper identification . . ."

"I'm Mr. Muto's Grandson!"Yugi yelled, making his friends jump. Yugi had never lost his temper in front of anyone. The Spirit hadn't taken over but was losing patience; they had better get in soon.

"I don't know who you are kid and if I don't know who yo . . ."

"Get out of the way, Roland." Airi ordered coming up to the front of the group.

"Miss Muto." Roland said, wilting under her gaze.

"Where is Kaiba and my grandfather?" Airi's voice was as verminous as cobra

"The dueling arena, same floor as its always been."

"thank you." Airi put a hand on Yugi's shoulder. "For future reference, this is Yugi Muto, my brother and these are his friends, consider them part of my family as well. Pray we meet under different circumstances or better not at all."

"Yes Miss Muto."

All were silent in the elevator. All were wondering what they would find at the top.

The elevator doors opened. Tea gasped.

On the floor, collapsed in a heap, was grandpa. Yugi was next to him in a flash, Airi right behind him.

"Grandpa, are you ok?" Yugi was on his knees next to his grandpa, anxiously looking at Airi as she did a quick physical check. Airi was doing her best to act calm, though Yugi could tell by her expression she was as panicked as he felt.

"He seems ok, but he has been through a shock, we have to get him to a hospital."

"Yugi. Airi." Grandpa's head lifted slightly as he woke from his faint.

"What did he do to you?" Yugi's voice was shaking slightly. The others were there by this point.

"I failed. I wanted to teach that boy respect for the heart of the cards, but I was overwhelmed."

"Old fool." Airi whispered affectionately so that only Yugi and Grandpa could hear her. Tristan help lift grandpa up to a kneeling position.

"How's the old man feeling?" came the drawling voice of Seto Kaiba. He was standing in the doorway of his arena, looking so pleased with himself Airi wished she could break his face.

"What did you do to him Kaiba?" Yugi demanded.

"We only had a friendly duel. Winner got the losers best card." Seto held up Grandpa blue-eye's.

RIP!

It sounded like a whip crack as Kaiba ripped the card in half.

"MY BLUE-EYES!" Grandpa collapsed against Tristan, that being the final blow.

"Grandpa!" Both younger Muto's exclaimed.

"What you do that for?" Joey yelled.

"This card was used against me, why would I want it in my deck." Kaiba replied calmly dropping the pieces. Yugi watched then float to the floor, to shocked to do anything.

"Just because it belonged to my family you deemed it unworthy for your deck?" Airi was shaking with rage.

"It might still be in one piece if you hadn't intervened, Airi." Kaiba's voice was as smooth as poison. "Your grandpa wouldn't have had to duel me if you would have let me take that card. In a way you are the one whole actually ripped it."

Airi was looking down ground. the blue-eye's was ripped and worthless, and it was all her fault. Joey tried to lung for Kaiba, but Tea jerked him back.

"You want to get sued." she hissed at him, though her own eyes were gleaming in contempt.

"That's enough Kaiba." Yugi stood up hands clenched. How dare Kaiba say all this was his sisters fault.

"Quiet runt." Kaiba scoffed. "You're reason for your sisters weakness, you should be withering in guilt."

"Leave it, Yugi." Airi whispered, not wanting Yugi to be in Seto's line of fire. Yugi wasn't listening. From all his time messing with bullies, he had learned running and hiding wasn't the answer. Hearing Yugi's thoughts, the Spirit let confidence poor into him, not taking over, but to make sure he wouldn't back down.

"You may have power Kaiba, but without that you are nothing. Airi knew what she wanted with her life and she was strong enough to walk away. Without heart you're nothing. Don't take your faults out on my family." Yugi couldn't believe that had been him talking. The Spirit smiled; he couldn't have thought of better way of putting it.

"Tell him Yugi." Joey said. Tristan and Tea nodded in agreement.

Grandpa smiled slightly, though his eyes were shut.

Airi stared at her brother, not sure whether to be proud or scared for his well being. Kaiba wasn't going to let anyone insult his skills lying down.

"I got where I am because of hard work not because I believed in chance." a evil grin crossed Kaiba's face. "I need to stop this foolishness here and now." He pointed at Yugi. "I challenge you to a duel."

Yugi hesitated. He knew he was good but Kaiba was a Champion. Besides he didn't have his deck.

"Yugi." Grandpa mustered up the rest of his strength to sit up. Yugi turned to find him holding out his deck. "Take my deck. I put my heart and soul into these cards. Take them and teach that boy respect, respect for the heart of the cards." his hand started to tremble. Airi put her hand under to steady him. When Yugi looked into her eyes, he saw a burning determination he hadn't seen before.

"We'll take care of Grandpa. You can do this Yugi." she said, seeing his uncertainty.

"Your the best duelist I've ever seen." Joey interjected, "Show Kaiba how it's done."

Yugi still wasn't sure.

'You can do this.' The Spirit told him. 'Believe in yourself and the heart of the cards and I'll make sure we win this.'

Yugi took the cards from grandpa, and turned to Kaiba

"I accept."

"Follow me, fool." Kaiba turned and walked into the arena. With out looking back, Yugi followed.

Inside of the arena was huge. Yugi felt even smaller then usual.

"You stand on your platform." Kaiba indicated the small dueling platforms in either side of the arena. As soon as Yugi stepped on his it started to move. Up Yugi went until he was level with Kaiba who already was in position. Yugi looked around his game panel. It was very different then his game mat back home. Everything looked so technical. He placed his deck in the designated spot. There was no turning back.

'You can do this Yugi. Believe in your grandfather's deck and the support of your friends.' that presence was back. Yugi still didn't really know what that was, but he knew his confidence increased when he felt it. Yugi aloud the presence to wash over him.

The Spirit was glad he was being allowed to take over. He only had taken over before when it was absolutely necessary. Now that he was communicating with Yugi, sort of anyway, he could now make good on his vow to help. Kaiba had messed with his hikari's family long enough.

'Lets do this.'

"I assume you know how to play the game." Kaiba called from across the arena. The Boy hadn't looked up from the game panel yet. 'Probably praying for a miracle.' Kaiba though to himself. "Are you ready to play?"

Yugi's suddenly seemed to grow taller, or more confident sounded more logical. He finally looked up, red tinged eyes narrowed with determination.

"Play time is over, Kaiba."

The rest of the group was in the descending elevator. Tristan had grandpa on his back, the old man not having any energy left to walk. As they hurried to the waiting car, grandpa finally spoke.

"Airi, I don't want you to come to the hospital."

"No, I'm taking you. You are in no condition . . ."

"Yugi needs you." Grandpa cut her off.

"What?"

"Yugi needs you." grandpa rested his head against Tristan's back.

"We'll take your grandfather to the hospital." Téa said. "Yugi needs you to cheer him on."

"But . . ."

"Trust us, we'll get him there safely." Tristan hope his voice sounded reassuring.

"Alright." Airi had to agree. She knew her place was with Grandpa, but she also hated the idea of leaving Yugi alone with Kaiba. She could be over protective, but she also knew first hand what Seto was capable of. She handed the key's to Téa before she turned and charged back up the steps. Roland saw her coming a quickly got out of the way.

Airi was getting in the elevator when she heard pounding foot steps came from behind. Next things she knew, Joey was standing in the elevator car with her.

"What are you doing here?"

"You think your the only one who wants to see Yugi kick butt?" Joey grinned at her.

"But Grandpa . . ."

"He's in good hands. Yugi's going against his biggest opponent ever, he needs all the support he can get."

"Thank you Joey." Airi was glad she hadn't killed him a year ago.

The elevator doors opened and they rushed into the arena. The duel was in full swing. Kaiba's side of the field was completely devoid of monsters while Yugi had the Dark Magician out and a face down.

"Looks good for Yugi so far." Joey commented.

"Life points don't look to good." Airi indicated the large score keepers above the field. Kaiba's were higher then Yugi's.

"I've never see Yugi look so serious." Joey commented. "He's really giving this all he's got."

Airi wasn't really paying any attention to Joey. She was staring up at Yugi. She blinked several times. All this stress must be warring on her. Either that or the platform Yugi was standing on made him look taller.

"I know your deck Yugi, your grandpa couldn't beat me with it. Wash out just like your sister."

"My Grandfather is a great man and a better duelist then you ever will be." Yugi said.

"Save it. Lets see if your sister taught you anything useful, besides running away."

"Watch it Kaiba." The Spirit's said, voice threatening. Airi blinked. That voice sounded slightly different. Yugi was getting worked up, he couldn't let Kaiba get to him.

"Don't let him get in your head, Yugi." she called up.

Yugi turned,surprise. He hadn't seen Airi and Joey standing below.

"You can do this." Airi continued, ignoring the feeling that something was different about his eyes. "I know you can Yugi. Trust yourself."

"Show this pile of money what real heart is all about, Yuge!" Joey punched the air to prove his point.

Yugi smiled, glad to see that he didn't have to face Kaiba alone. The Spirit was also grateful, Yugi needed to believe in himself or he couldn't help him very well.

"Prepare to face your worse fear." Kaiba announced. On the field, a frightening shriek coming out of its powerful jaws, The Blue-eye's White Dragon made its appearance.

"But he ripped that card in half!" Joey eyes were bugging out of his head.

"The blue-eye's is his favorite card." Airi reminded. "He wouldn't rip one in half unless he already had one."

Yugi was doing his best not to show panicked. That dragon had 3000 attack points. Airi was right about the holograms. It was a lot worse when they were really coming after you. The other monsters had been nothing compared to this.

'Keep calm.' he told himself. 'there has to still be a way.' \To keep his life points safe he put the Dark Magician in Defense Mode.

"Desperate move." The Dragon blasted the Magician into oblivion. "Now face my second Blue-eye's."

The second blue-eye's stood right by the first, make double trouble.

"Two Dragons!" Joey was clutching his head in frustration. "How nuts about these cards is this guy?"

"No." Airi whispered, a frightening though occurring to her.

"What?" Joey didn't like the tone of her voice.

"Seto isn't nuts about blue-eye's; He's obsessed. This may get worse."

"There are two dragons that are freaking powerful! How could this get worse?"

"If I'm right, Seto may have all three of the remaining blue-eye's white dragon cards."

"That doesn't sound good."

"Your sisters scared Yugi." Kaiba sneered, hearing their comments. "She now knows your nothing but and amateur and a embarrassment to her. "

"Don't listen to him Yuge." Joey yelled.

Yugi knew he had to end this duel and fast, but all he had were a bunch of random cards with pictures of body pieces. How was two arms and a leg going to help him? Airi was the champion duelist, what was he doing up here?

"Don't doubt your self Yugi." Airi could have punched Kaiba; manipulative jerk. "I know you and you've solved harder puzzles then this. Don't give up."

"Please, there's nothing in his deck that can save him now."

But Yugi wasn't listening to Kaiba. He was staring at his cards, seeing them in a different way. Puzzle, that had to be it. No one puts random pieces in a game unless they make a whole. Yugi racked his brain for some combination that could help him. Grandpa must have mentioned something, he practically knew every card in the game. Of course; Exodea. This is what these pieces were part of. The attack points of Exodea would be able to win the duel, even if Kaiba put a whole army of Blue-eye's on the field. But no one had ever been able to draw all five pieces needed to summon it in all dueling history.

'We have three pieces.' The Spirit said.

'I only need two more cards, but with those blue-eye's on the field I wont be around long after this next turn.' Yugi thought.

'Then make time, the cards you need are already in your hand.'

"Reveal my face down; swords of reviling light." the white swords surrounded the dragons. "and now you can't attack for three turns."

"Desperate move." Kaiba scoffed.

Yugi drew a card. Another piece of the puzzle. Just one more.

"Now I play my final blue-eye's white dragon." the third dragon appeared, making everything seem even more hopeless.

Airi silently groaned. She had been afraid of this.

Yugi drew again. "I won't make a move this round."

"that's all you can do. Pathetic. So you have one last chance to prove your not a flop to your sister, I'll skip my turn. Why bother, I already have all my dragons on the field."

"You can do this Yuge!" Joey said.

'It all comes down to this final draw.' Yugi reached, but some how couldn't make himself take the card. His hand was shaking too hard. What if he didn't draw the right card?

'Don't lose faith Yugi!' The Spirit could draw that card, but not if Yugi didn't believe.

"Yugi!"

Yugi looked down to see Airi was giving him a thumbs up. She nodded, smiling confidently. Those simple acts made Yugi's hope rise.

"Show this creep Yugi!" Joey added, punching the air again, the friendship symbol on his had seemed to shine in the light. Téa had drawn that on all of the friends hands after school that day, telling them it was a symbol of their friendship. No matter what happen, even when the marker faded they would all be their for each other.

Yugi looked at the marker lines on his own hand. Remembering that all his friend, even those who weren't there were with him in spirit.

'I'm not alone. I can do this.'

'Then let's end this.'

"Draw your last pathetic card, there's nothing in you deck that can stop me."

"My Grandpa's deck has no pathetic cards, Kaiba." Yugi drew, he didn't even have to look to know he had done it. "But it does have this." he held up the head of Exodea. "I have assembled all the pieces of Exodea."

"Exodea, It's not possible!" Kaiba was legitimately terrified.

The towering form of Exodea appeared out of the arena floor. The mummified looking monster's red eyes looked down at the three dragons, which were dwarfed in comparison.

"I'm assuming that was a good move." Joey said, judging the size difference.

Airi could hardly contain her excitement.

"Good! Yugi just pulled off the first summoning of Exodea in recorded dueling history!" she was spinning around. "My little brother pulled that off, take that Seto!"

Kaiba wasn't paying attention to anything but his imminent destruction.

"EXODEA, OBLITHERATE!" Yugi and the Spirit yelled.

The holographic explosion lit up the arena. Both Airi and Joey had to shield their eyes from the light. Kaiba was in shock, how could he lose? This boy was only a amateur.

As the life points fell to zero, Airi and Joey were spinning around in a celebration dance. They couldn't understand what Yugi was yelling at Kaiba across the arena, nor did they notice that Kaiba collapsed against the back of the platform, as if his strength had left. As soon as the holograms were off the field, the platform that Yugi was standing on started to lower its self down. Now that the battle had been won, the Spirit withdrew again to the back of Yugi's mind. He had done enough. He and Yugi had won the duel. He had also sensed a dark presence about Kaiba and had taken care of it. Mind Crush to the Shadow Realm should be affective enough. Hopefully Kaiba would have the sense to leave the Muto family alone from now on.

Airi turned to look at Kaiba. Mokuba, who she realized had been standing on the other side of the arena, was waiting for the platform waiting for Seto to get off. He was rambling, asking if Seto was alright. Seto stepped off, he looked to much in shock to answer. The former couple's eyes met. Neither face reacted to each other. Seto turned and walked away. Mokuba followed. Airi turned away as well. He wouldn't listen even if she did want to say something. It was better to leave him alone.

Yugi could hardly believe what had just happened. He had beaten Seto Kaiba in a duel, faced down three Blue-eye's White Dragons, and had summoned Exodea. He must be dreaming. That theory proved to be faults by Joey's very real tackle as soon as he got back on the ground.

"You did it Yugi, you showed that pile of money what dueling's really about."

"Don't choke him." Airi warned.

"Thanks, but I couldn't have done it without you two cheering me on."

Finally being released from Joey Yugi turned to his sister. She was beaming with pride.

"Well I guess this proves it."

"Proves what?" she looked puzzled.

"That I wasn't a waste of you leaving competitions."

Airi stared at him.

smack!

Yugi blinked in shock. Airi had just given him a light but firm smack up the back of his head.

"What was that for?"

"To get what ever made you think that out of your head." Airi raised her eye brow at him. "Yugi, if this was all to prove to Kaiba that you are worth something, then your victory isn't worth squat."

"But he was awesome." Joey pointed out.

"True, but I already knew Yugi was an amazing duelist." she turned back to Yugi. "and you must have known it because unless the cards were working with you could never have pulled off that stunt. Yugi, really why were you dueling?"

Yugi frowned as he thought of an answer. He knew why he had just dueled, but not how to put it.

"Kaiba was messing with my family, and by defeating him in a duel he would see that we are not wash outs. You don't deserve to be criticized and shamed by Kaiba or anyone else for something that was your choice. Something that was all because of me." he looked back up at her, smiling slightly. "Is that better reason?"

Airi smiled, blinking rapidly.

"Still self sacrificing. But much better." She pulled him into a hug. "Thank you, Yugi."

Yugi just smiled and hugged her back.

Joey looked on, completely confused. He had no idea what they were talking about. But he didn't think it would be a good idea to interrupt.

The Spirit looked on proudly. 'Well done Yugi.'

"We better go see Grandpa." Yugi reminded as he pulled away.

"Good plan." Joey said, "I've had enough of this place."

As they walked out of the archway, Yugi stooped and pick up the two pieces of the ripped card. Even if the card was useless in duels it still meant something to Grandpa.

"To bad no one except Kaiba-creep saw that, no one's going to believe what just happened." Joey said, as they got into the elevator.

None of them saw the security man standing in the shaddows, quietly making a call on a cell phone.

"Give a message to Master Pegasus." he said.

a/n well there it is, done with the first episode. How was it? PLEASE PLEASE PLEASE tell me if it was good. or tell me what i could fix. and if you don't like how much things have changed, then be thankful that i didn't write the show. you try adding a new charictor.

anyway, hopefuly i will figure out which part to write about next. if you have a suggestion, review and i will consider it.

Have a good day, hope to hear from you. :)