Duelist Kingdom Duelist Kingdom was a tournament organized by Maximillion Pegasus , which took place on his island of the same name . Duelist Kingdom was a tournament , in which some of Japan ' s strongest Duelists were invited to compete for the title " King of Games " and a prize money of ¥3 , 000 , 000 ( about US $ 27 , 959 at the time , but changed to $ 3 , 000 , 000 in the dub and $ 200 , 000 in the English manga ) . Yugi Muto entered the tournament with best friend Joey Wheeler in tow , Yugi having been forced to participate after Pegasus stole Solomon Muto ' s ( Yugi ' s grandfather ) soul in a Shadow Game . Structure . Forty people were invited to participate in the tournament . Each of them were given two Star Chip s and the cards " Glory of the King ' s Hand " and " The Glory of the King ' s Opposite Hand " . In the preliminary stage of the tournament , the participants faced each other battle royal style for 48 hours . They challenged each other to Duels , wagering Star Chips in the process . Anyone who ran out of Star Chips was eliminated from the tournament ; exchanging Star Chips outside of a Duel is a violation , and being caught would result in disqualification . The first four to gain ten Star Chips got to enter the finals . Eliminators hired by Pegasus were also able to challenge players to Duels . Since the participants had a total of eighty Star Chips among them , while only forty were needed to get four finalists , the Eliminators ' job was to obtain the other forty Star Chips . Although Pegasus invited 40 specific participants , there are two known stowaways who participated , which Pegasus did not object to the participation of . The finals consisted of single - elimination playoffs . At least one of the cards " The Glory of the King ' s Opposite Hand " or " Glory of the King ' s Hand " was required to take part in the playoffs . The winner of the playoffs advanced to face Pegasus in a Duel for the title " King of Games " . " Glory of the King ' s Opposite Hand " was required to face Pegasus in this Duel . " Glory of the King ' s Hand " was required to take the cash prize . Events . Purpose and planning . Following the death of Maximillion Pegasus ' lover Cecelia , Pegasus became interested in the ancient Egyptian beliefs about life after death and traveled to Egypt to learn more . There he followed Shadi to an underground chamber . Since only Millennium Item holders were permitted to leave , he was put on trial by the Millennium Eye , to become its owner . During the test , he was briefly embraced by an illusion of Cecelia . After creating the game " Duel Monsters " , Pegasus took interest in KaibaCorp ' s Solid Vision technology , which could enhance the game by creating realistic projections of the monsters . He also saw it as a means of creating another lifelike projection of Cecelia . His company Industrial Illusions allied with KaibaCorp to work on using Solid Vision for " Duel Monsters " . Pegasus expressed an interest in seizing KaibaCorp and had spies from Industrial Illusions employed by KaibaCorp , including Kemo . KaibaCorp ' s good reputation was credited to its president , Seto Kaiba , being the number one gamer in Japan . However when Kaiba was defeated in a Duel by Yugi Muto and his other self , Yami Yugi , their reputation dropped as investors lost confidence in them . In the manga , Kaiba was also left in a coma due to his Penalty Game . Pegasus made a secret business deal with KaibaCorp ' s largest shareholders , The Big Five , which would result in him becoming CEO of KaibaCorp . As part of the deal Pegasus was required to defeat Yugi Muto in an official Duel to restore KaibaCorp ' s reputation . Afterwards , Pegasus set up the Duelist Kingdom tournament in order to face Yugi in an official Duel . Invitations . Pegasus sent invitations to forty of Japan ' s top Duelists , including Yugi . He also sent Yugi a videotape , which enabled the two of them to Duel through a TV . He defeated Yugi and stripped the soul of Yugi ' s grandfather , Solomon Muto , from his body as Yugi ' s Penalty Game . Yugi was forced to enter the tournament in order to return his grandfather to normal . Finalists from the Japanese National Duel Monsters Championship were invited and were the only participants given their own room on the boat ride . They included Rex Raptor and Weevil Underwood . Other invited Duelists included Bonz , Sid , Mako Tsunami , Mai Valentine and Zygor . Joey Wheeler was not to be invited to the tournament , but he desperately needed the prize money in order to pay for eye surgery for his sister Serenity , who was in danger of going blind . Yugi gave one of his Star Chips to Joey , allowing him to compete . Bandit Keith was not invited either , but he snuck his way into the tournament , hoping to get revenge on Pegasus for an earlier defeat . Yugi ' s friends Téa Gardner and Tristan Taylor accompanied Yugi and Joey to the tournament to support them . Bakura Ryou also came along to support them and learn more about the Millennium Items . In the manga , Bakura was with them , the whole time . In the anime , they didn ' t know he had come until midway through the preliminaries . Boat ride . The boat to the island left from Domino Pier . In the manga , Yugi ' s friends weren ' t shown to have any problem boarding the ship despite not being officially invited . In the anime , Téa and Tristan had to sneak into the cargo hold . Bakura also managed to sneak on . Joey got into a bit of trouble with the officials who saw him boarding without any evidence that he was in the tournament . However Yugi spotted him and gave him one of his Star Chips , entitling him to take part in the tournament . ( In the manga , Yugi had already given him one of his Star Chips ) . Most players had to sleep in the common area , while finalists from the previous tournament got their own rooms . In the anime , Joey took advantage of being in the common area to trade for " Baby Dragon " , " Salamandra " , Shield & Sword " and " Kunai with Chain " . Mai was unhappy with having to sleep in the common area , so she flirted with Rex to get him to share his room . She then challenged him to a Duel to have the room to herself or be slave to Rex ' s desires . Using her Aroma Tactics , she easily won . While speaking with Yugi on the Deck , Weevil asked to see Yugi ' s " Exodia " cards and proceeded to throw them overboard . Joey tried diving into the water to retrieve them , but only managed to get back two of them before being rescued After arriving , participants had any extra cards confiscated so that they each only had 40 cards . Preliminaries . In order to get revenge on Weevil for throwing the " Exodia " cards overboard , Yami Yugi challenged him to the first Duel of the tournament . Since he vowed to eliminate Weevil , but only had one Star Chip to bet , he also bet his life for Weevil ' s second Star Chip ( In the anime , he bet his Deck rather than his life ) . Yami Yugi proceeded to win and obtained Weevil ' s title as the Japanese National Champion . Since Weevil was eliminated , Joey also took his Dueling Gauntlet . Mai defeated an opponent using her Aroma Tactics . Afterwards she challenged Joey to a Duel after considering it unwise to challenge Yugi this soon . Joey struggled at first , but figured out Mai ' s Aroma Tactics strategy and managed to beat her , winning one Star Chip . Yugi and his friends were lured to Mako Tsunami ' s territory after being attracted by the smell of his food . After sharing a meal , Mako challenged Yugi to a Duel , where he had home advantage on the Ocean terrain . Yami managed to win the Duel , winning two more Star Chips . Yugi and his friends saw a Duelist being disqualified for running out of Star Chips , despite his insistence that they had been stolen . Yugi and Joey offered to help find the thief and return his Star Chips . The thief turned out to be Mokuba Kaiba , who had escaped Pegasus ' captivity and was trying to eliminate Yugi from the tournament , so that Pegasus would not get to defeat him . However Mokuba was unable to beat Yugi and attempted to steal his Star Chips , grabbing two of them . After convincing Mokuba that he would help Kaiba , Mokuba tried giving Yugi his Star Chips , but Kemo forbid it , as Star Chips could only be own through Dueling . In the anime , Kemo slapped the Star Chips into the water . Kemo then arranged an opponent for Yugi . In the manga , Yugi ' s arranged opponent was the Player Killer ( Eliminator ) , the Ventriloquist of the Dead and they each bet three Star Chips . The ventriloquist used a puppet of Seto Kaiba to hold and play his cards . He used the real Kaiba ' s Deck , which Pegasus ' men had stolen and had the puppet claim to be the real Kaiba borrowing the body of a doll to get revenge on Yugi . During the Duel , one of the " Blue - Eyes White Dragon " cards played by the ventriloquist destroyed itself as the real Kaiba awoke from his coma . From that point , the ventriloquist Dueled without using the puppet . When Yugi won , he inflicted a Penalty Game on the ventriloquist , making him believe the puppet was taunting him , while now looking like the ventriloquist . In the anime , Yugi ' s arranged opponent was the Eliminator , Ghost Kaiba , and they each bet three Star Chips . Ghost Kaiba pretended to be Kaiba at first . He also used Kaiba ' s Deck , which Pegasus ' men had stolen . The real Kaiba hacked into Pegasus computer system during the Duel and infected one of the " Blue - Eyes White Dragon " cards with a virus , causing it to weaken and destroy itself . At some point , Mai defeated more opponents , upping her Star Chip count to eight . Rex Raptor , who was still mad at her over the Duel they had on the boat ride , tried challenging her to a rematch , but Mai was not interested in Dueling him a second time . However Mai wanted to make - up for losing to Joey earlier , but thought it shallow to challenge Joey to another Duel , so she accepted Rex ' s challenge under the condition that he defeat Joey first . This way if Rex won and she defeated Rex , it would be like beating both of them . Joey and Rex bet two Star Chips on their Duel . Towards the end of the Duel , they played their ace cards " Time Wizard " and " Red - Eyes Black Dragon " , which they also put on ante . " Time Wizard " succeeded in aging " Red - Eyes Black Dragon " winning the Duel for Joey . " Episode 013 " " Episodes 014 - 015 " " Episode 016 " " Episodes 017 - 018 " " Episodes 019 - 021 " " Episodes 022 - 024 " Yugi is so shaken up by this experience that he breaks down in tears , vowing never to Duel again . He fears his other self could cause someone serious harm . " Episode 025 " The Finals . Seto Kaiba vs . Maximillion Pegasus ( non - tournament ) . " Episodes 026 - 027 " Semi - final # 1 : Mai Valentine vs . Yugi Muto . " Episodes 029 - 030 " Semi - final # 2 : Joey Wheeler vs . Bandit Keith . " Episodes 031 - 032 " Final : Joey Wheeler vs . Yugi Muto . " Episodes 033 - 034 " Yugi vs . Pegasus : Match of the Millennium . " Episodes 035 - 039 " Aftermath . " Episode 040 " < br > In the end of it all , Pegasus ' s Millennium Eye gets stolen by Dark Bakura , and the souls of Mokuba Kaiba , Seto Kaiba and Solomon Muto are restored . Yugi gives Joey the money for Serenity ' s eye surgery .