The sun was shining over Duel Academy, but for three Ra Yellow duelists, the day was hardly perfect as they were being backed into a corner in a duel by Chazz. "You understand, right? That if you lose this duel, you have to join the Society of Light," Chazz reminded before ordering his monsters to attack, wiping out the rest of his opponents' life points. The Ojamas watched on, worried about Chazz.

"Man, this isn't good. Chazz has recruited half the school into Sartorius' Society," Ojama Yellow noted, and Ojama Black said that he didn't even acknowledge their presence anymore, Green wondering if their ties to Chazz had been severed like what happened to Jaden. That night, the losers of the duel were packing their things to move to the Obelisk Dorm, and Bastion couldn't believe they were actually doing it.

"Yeah. We can't find any happiness here," one of them said, and one of the others said that the Society offered peace of mind. One of them asked Bastion if he wanted them to put in a good word with Sartorius to let him join, but Bastion was repulsed by the offer. The three former Yellows left, and Bastion went out on the patio to think.

"Aster said Sartorius was recruiting members in order of their strength. But if that's true, why hasn't he tried to recruit me?!" Bastion lamented. The next morning, Jaden, Syrus, and Hassleberry were fishing down at the docks. "Ah, smell that sweet ocean breeze. Does it get any better than this?" Jaden asked, and Syrus said it would be better if they could actually catch anything, as they hadn't been getting any bites.

Jaden noticed Aster was eating on the deck of his ship, and he cast his rod towards the boat, snagging a steak that was on Aster's plate. He began to reel it in, but Aster quickly cut the fishing line, causing Jaden to fall on his back. Bastion asked Jaden if he was alright, and Syrus asked Bastion how long he had been standing there, Bastion telling him he just walked up.

Hassleberry asked Bastion what he came down for, and Bastion said it was about the Society of Light. "Those guys bugging you too? They're always coming around trying to convince us to join," Jaden lamented, saying he was getting fed up with it. Syrus added that half the school had already joined them.

"And it doesn't bother you that half the student body works for the enemy?" Bastion asked, and Jaden said that at the moment, there wasn't much they could do about it. "I'm all for a good battle, but that doesn't mean we need to be starting random wars, soldier," Hassleberry added as Jaden tied another hook onto his line. Bastion conceded and walked back to his dorm, unaware Aster was watching him as he sulked off.

Later that night, Bastion was writing out formulas on his wall. "I am strong! I faced Jaden for the right to enter the school duel, and I beat Chazz myself! So then why don't they challenge me?!" Bastion asked himself before shouting that he would prove his strength, unaware that Aster was standing just outside the dorm.

The next week, Jaden, Syrus, and Bastion were still fishing and had invited Michael to join them. "Thanks for inviting me to fish with you guys. With everything that's been going on lately, it's nice to do something relaxing," Michael said as he cast his line into the water. "No problem. Hey, have any of you guys heard the rumor that's been swirling around school lately?" Jaden asked, and Hassleberry asked if he meant the one about the shut-in student.

"Yeah. They say some guy in Ra Yellow has been in his room all week long, and that no one has seen him come out of it," Jaden informed. Suddenly, Hassleberry got a tug on his line, and when he reeled it in, he had caught a huge fish, the others complimenting him on his catch. Down at the docks, Aster looked into Bastion's room through a pair of binoculars and saw he was still writing formulas on his wall to build a new deck.

That night, Bastion finally completed his new deck, declaring that now no one could defeat him. He grabbed his duel disk and ran out of his dorm, but encountered Aster just outside. "It's awfully late. Where are you headed?" Aster asked, and Bastion said he was going to challenge Sartorius, telling Aster not to stop him. Bastion soon arrived at the Obelisk Dorm, throwing open the doors.

The Society members asked Bastion what he wanted, and he demanded to see Sartorius. Chazz and Miranda then walked into the room, asking Bastion why he wanted to see Sartorius. "Tell him that the best duelist in Ra Yellow has come to challenge him to a duel," Bastion declared, but everyone in the room started laughing at him. Bastion asked what was so funny, and Chazz said they were laughing at the fact that he called himself the best duelist in Ra Yellow.

"I guess you didn't get the memo. We've been recruiting duelists starting from the most skilled players and working our way down. We already have plenty of duelists from Ra Yellow, so what does that tell you?" Chazz asked condescendingly. Everyone started laughing again, and Chazz told Bastion to go back to his dorm as he had no place in the society. Sartorius then walked into the room, drawing everyone's attention.

"Did you have business with me, Bastion?" Sartorius asked as he walked down the steps. Bastion challenged Sartorius to a duel, and Sartorius asked him if he knew what dueling with a member of the Society of Light meant. "If I lose, I join your Society, but if I win," Bastion began to say, and Sartorius cut him off, saying he knew what Bastion wanted. Namely: for him to leave the island.

Sartorius said he was currently reworking his deck and asked Bastion if he would duel Chazz in his place, and Bastion agreed, confident he could defeat Chazz again. They moved to the arena, and the Ojama brothers watched on, with Ojama Yellow saying they should root for Bastion. The others asked him why he thought that, and Yellow said that if Bastion won, Chazz might go back to normal. "I can't afford to lose this duel. My pride, no, my very existence is on the line," Bastion thought to himself as he and Chazz both started their duel disks.

Bastion: 4000 LP

Chazz: 4000 LP

"I'll go first, so I draw! And I summon Magnet Warrior Sigma Plus in attack mode!" Bastion declared.

Level 4/Earth/Rock

ATK 1800/DEF 1500

Bastion then placed a card face-down and ended his turn. "My move, and I summon Beetron-1 Beetletop in attack mode," Chazz informed.

Level 4/Earth/Machine

ATK 1700/DEF 1400

"Next, I activate the continuous spell Frontline Base. As long as I have it, I can special summon a level four or lower union monster from my hand each turn, so I special summon Beetron-2 Beetleturbo!"

Level 4/Earth/Machine

ATK 1500/DEF 1800

"And next I activate Beetleturbo's special ability, equipping it to Beetletop to increase its attack and defense by 400 each," Chazz explained.

Beetletop: 1700-2100 ATK/1400-1800 DEF

Chazz ordered his monster to attack, but Bastion revealed his face-down, a continuous trap called Magnet Force Plus. "When this card activates, it equips to an opposing monster, turning it into a plus monster, and since my monster is also a plus monster, they can't battle each other," Bastion explained as Beetletop's attack was repelled.

"Just a cheap trick. I end my turn," Chazz finished. "My move. And I sacrifice the Sigma Plus on my field and the Magnet Warrior Omega Minus in my hand to special summon Conduction Warrior Linear Magnum Plus Minus," Bastion declared.

Level 7/Earth/Rock

ATK 2700/DEF 1300

"And due to Linear Magnum's effect, when he attacks, he can add half the attack points of another plus or minus monster on the field to his own attack points until the end of the battle," Bastion informed as his monster fired twin energy beams from its cannons at Chazz's monster.

Magnum: 2700-3750 ATK

Chazz: 2350 LP

Chazz pointed out that since Beetleturbo was equipped, it was destroyed instead of Beetletop. Bastion then placed a card face-down and ended his turn. "My turn. And I activate the spell Pot of Greed, so I draw two more. Next, I play the spell A Feather of the Phoenix, so by discarding one card, Beetleturbo returns to the top of my deck. Then, since I discarded Ojamagic, I can add the three Ojama Brothers from my deck to my hand," Chazz explained.

"Next, I activate the spell Ojama Ride, so by sending the three Ojama Brothers from my hand to the graveyard, I can summon up to three level four or lower machine-type union monsters from my deck in defense mode, so I summon Beetron-2 Beetleturbo and Beetron-3 Spider Base from my deck," he continued.

Spider Base

Level 4/Earth/Machine

ATK 1000/DEF 2000

"And now I return my three monsters to my deck to special summon Assault Cannon Beetle in defense mode!" Chazz shouted as his three monsters combined.

Level 8/Earth/Machine

ATK 2400/DEF 2800

"Hardening your defenses?" Bastion asked, and Chazz said that wasn't all he had in mind. "I activate the spell Ojamandala, so by paying 1000 life points, I can bring back the three Ojama Brothers from my graveyard," Chazz explained.

Chazz: 1350 LP

Ojama Brothers

Level 2/Light/Beast

ATK 0/DEF 1000

"Next, I activate Cannon Beetle's effect, so by sacrificing these three, you take 800 points of damage for each of them," Chazz informed as Cannon Beetle grabbed the Ojamas before loading them into its cannon. It then fired the three of them at Bastion, the Ojamas apologizing for what was about to happen right before they crashed into Bastion.

Bastion: 1600 LP

Down at the Slifer Dorm, Hassleberry was frying up the fish he had caught, and Jaden and the others said it looked great. "Just hold on, it's not done yet," Hassleberry informed. Alexis and Lily thanked the guys for inviting them, and Jaden said it was his pleasure, as there was more than enough for everyone. "You guys may want to hold off on your feast until you head to the duel arena," Aster suggested as he walked up to the group.

Jaden asked Aster what he meant, and Aster said that Bastion had challenged the Society of Light to a duel. Hassleberry asked why Bastion would do that, and Jaden said it didn't matter because they had to help him. Back in the arena, Chazz was insulting Bastion, saying the difference between them was as much as 3 and 10000, but Bastion said he was number one in the school. Chazz then placed a card face-down and ended his turn. "My turn! And I sacrifice Liner Magnum to special summon Plasma Warrior Eitom from my hand in attack mode!" Bastion shouted.

Level 8/Light/Thunder

ATK 3000/DEF 2500

"And now I activate Eitom's special ability! By halving its attack points until the end of this turn, it can attack you directly."

Eitom: 3000-1500 ATK

"You're finished! Eitom, attack Chazz directly with Atomic Blast!" Bastion ordered as his monster shot an energy blast from its chest panel. "I activate the trap Ground Capture! This card halves the damage from your attack," Chazz explained as a wall of rock formed in front of him, but when Eitom's blast hit it, it crumbled, some of the smaller stones hitting Chazz.

Chazz: 600 LP

Bastion then placed a card face-down and ended his turn. "Impressive. He almost won just now," Sartorius noted, and Miranda asked if he thought Chazz would lose, but Sartorius didn't answer. "My move. Perfect, I activate the spell Front Change! By returning Cannon Beetle to my extra deck, I can special summon Combat Scissor Beetle," Chazz explained as his monsters separated before recombining into a new form.

Level 8/Earth/Machine

ATK 3600/DEF 1800

"My face-down card is Magic Cylinder, so if he attacks, I can use it to win the duel," Bastion thought to himself, but then he realized that if he won the duel, he wouldn't get to enter the Society of Light. Meanwhile, Jaden and the others were running to the arena trying to stop Bastion, but as they were running, Jaden couldn't stop thinking about what Aster told him.

Flashback

"You're saying Bastion can't win?" Jaden asked, but Aster shook his head. "It's not that he can't win, it's that he doesn't want to. Your friend doesn't really want to be strong, he just wants those around him to say that he is. A true duelist's existence is lonely. Even if people don't acknowledge them, they'll believe in their deck and tactics, and walk their own path, and praise comes as a result, but that's not the kind of person Bastion is. Deep down, all he has is elitism and a desire to be acknowledged by others," Aster responded.

End Flashback

Bastion was thinking about whether he should try to win when he heard Sartorius speaking in his mind. "Bastion, you're uncertain, aren't you? No one will acknowledge your talents, but that can change," Sartorius promised. Chazz ordered his monster to attack, and Combat Scissor Beetle launched its blades at Eitom. "Well Bastion? If you suffer, if you are uncertain, simply join the Society of Light. That is the reason it exists," Sartorius offered. Jaden and the others ran into the arena just in time to see the attack land on Eitom, destroying him.

Bastion: 1000 LP

"And there's more. When Combat Scissor Beetle destroys a monster in battle, its special ability deals you 1000 points of damage," Chazz explained.

Bastion: 0 LP

Winner: Chazz

Jaden and the others ran to Bastion, seeing he still had two cards set. "Sartorius won without fighting. Bastion's intelligence made him a difficult opponent, so Sartorius preyed on Bastion's biggest weakness: his desire to be acknowledged," Aster noted as a white blazer fell onto Bastion's shoulders. Jaden and the others left the arena, knowing there was nothing they could do for their friend. Shortly after, Miranda and Chazz were leaving the building, and Miranda asked Chazz why he was using the Ojama cards. Chazz pulled them out, questioning why he had such weak cards in his deck before he tossed them to the wind, watching them be carried away.