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Since he knows he eats an awful lot of food that his owners, the Howards, probably can't afford, Clifford the Big Red Dog heads out into the world with his friends T-Bone (Kel Mitchell) and Cleo (Cree Summer), hoping to win a lifetime supply of dog food, as they join a circus and meet lots of new friends. Meanwhile, the humans who love him become very worried, as they try to find their best friend.
Yugi, a smaller than average high school student, and an easy target for bullies, is given an ancient Egyptian riddle called the Millennium Puzzle by his grandfather, a local game shop manager. Yugi pieces the puzzle together and unexpectedly becomes the powerful Game King. Now when Yugi gets into sticky situations, the Game King takes over and protects Yugi and his friends.