"Burying the Past - Part 2," entitled "Escape!!" in the Japanese version, is the 121st episode of the Yu-Gi-Oh! television series. It first aired in Japan on August 27, 2002 and in the United States on April 17, 2004.

Seto Kaiba wins his Duel against Gozaburo by defeating "Exodia Necross," but now, he, Yugi Muto, and the rest of the group must escape the Virtual World before the missiles descending toward the undersea fortress destroy the main servers and all the minds within.


Noah directs everyone to the real exits in the virtual Domino City arcade. With the virtual world about to be destroyed, Gozaburo turns into a red monster and tries to escape in Kaiba's body. However, Kaiba persuades him to continue Dueling, promising his body if Gozaburo wins.

Joey, Duke, Tristan, Téa, and Serenity escape to the real world. Tristan wakes up in his real body. At Noah's request, Yugi stays behind to find Kaiba. Noah gives him a shortcut to Kaiba and Gozaburo's Duel.

Kaiba wins the Duel, but Gozaburo tries to take his body anyway in his red monster form. Yugi helps Kaiba escape the building and Noah gives them a new exit. As Kaiba and Yugi wake up in their pods in the real world, Noah, in Mokuba's body, climbs back inside a pod and reenters the virtual world. Noah gives Mokuba's body back and the two say goodbye as Noah sends Mokuba back to the real world. Kaiba wakes Mokuba and they, with Yugi, rush to board the blimp. In the virtual world, Gozaburo plans to upload his mind to another network, but Noah traps him as the place destructs.

All of the gang escape the fortress in the blimp, although Yugi, Kaiba, and Mokuba barely make it.

Noah and Gozaburo are destroyed with the virtual world when the missile hits the fortress; however, Gozaburo makes one last bid to escape in the form of a large flame. He fails to consume the blimp when Kaiba transforms the blimp into a jet so it can escape and disappears with the explosion. Watching the explosion from above, the gang say their farewells to Noah. Kaiba expresses his wish to put the past behind him and continue to KaibaCorp Island to let the Battle City finals commence.

Featured Duel: Seto Kaiba vs. Gozaburo Kaiba - Part 2

Duel continues from previous episode.

Turn 5: Gozaburo
Gozaburo draws. "Exodia Necross" attacks "Vorse Raider", but Seto activates his face-down "Negate Attack" to negate the attack and end Gozaburo's Battle Phase.

Turn 6: Kaiba
Kaiba draws. He then activates "Shrink" to halve the ATK of "Exodia Necross" ("Exodia Necross": 2800 → 1400/0). Kaiba then Tributes "Vorse Raider" in order to Tribute Summon "Luster Dragon #2" (2400/1400) in Attack Position. "Luster Dragon #2" attacks "Exodia Necross". Due to the latter's effect, it is not destroyed (Gozaburo 1900 → 900). The fifth effect of "Exodia Necross" activates at the end of the Damage Step ("Exodia Necross": 1400 → 2400/0). On Kaiba's End Phase, the effect of "Shrink" expires ("Exodia Necross": 2400 → 3800/0).

Turn 7: Gozaburo
Gozaburo draws. "Exodia Necross" attacks & destroys "Luster Dragon #2" (Seto 4000 → 2600). The fifth effect of "Exodia Necross" activates ("Exodia Necross": 3800 → 4800/0).

Turn 8: Kaiba
Kaiba draws "Pot of Greed" and subsequently activates it, drawing two cards. He then sets a monster ("Ancient Lamp") and sets a card.

Turn 9: Gozaburo
Gozaburo draws. "Exodia Necross" attacks and destroys Seto's set monster, "Ancient Lamp" (900/1400). The fifth effect of "Exodia Necross" activates ("Exodia Necross": 4800 → 5800/0).

Turn 10: Kaiba
Kaiba draws "Blue-Eyes White Dragon". He then activates "Monster Reborn" to revive "Ancient Lamp" (900/1400) in Attack Position. Kaiba then activates the effect of "Ancient Lamp" to Special Summon "La Jinn the Mystical Genie of the Lamp" (1800/1000) from his hand in Attack Position.

Kaiba then activates his face-down "Soul Demolition". Now both players, during their respective turns, can pay 500 Life Points to remove from play one monster from their opponent's Graveyard, but they can only activate the effect if they have a Fiend-type monster on their side of the field. Seto pays 2500 Life Points (Seto 2600 → 2100 → 1600 → 1100 → 600 → 100) in order activate the effect of "Soul Demolition" five times and remove all five Exodia pieces in Gozaburo's Graveyard from play, thereby negating all of the effects of "Exodia Necross" ("Exodia Necross": 5800 → 1800/0).

Kaiba then Tributes "Ancient Lamp" and "La Jinn the Mystical Genie of the Lamp" in order to Tribute Summon "Blue-Eyes White Dragon" (3000/2500) in Attack Position. "Blue-Eyes White Dragon" attacks and destroys Gozaburo's "Exodia Necross" (Gozaburo 900 → 0).

Differences In Adaptations

  • Noah clinging on to Gozaburo's neck is removed from the dub when Gozaburo is breaking up.
  • When Noah merges onto Gozaburo's neck, originally, he is nude, albeit now with a yellow glow. In the dub, his body is covered with a brighter yellow hue to hide his bare anatomical features.
  • The sign saying Alert is changed to a column of red lines in the dub.
  • In the original, after Noah clings on Gozaburo's neck, he tells Gozaburo they died long ago. In the dub he says he was going to free Gozaburo's mind and make sure he never hurts anyone again.
  • Cut from the dub is a very quick scene where buildings are being deleted by the virtual world shutting down.
  • In the original as Gozaburo was being deleted, he yells that he doesn't want to die yet, while in the dub he boasts in panic that Noah can't keep him there.
  • In the dub, the Big Five's deaths occur (offscreen) in this episode, as they are imprisoned in the virtual world when it is destroyed. In the Japanese version, their deaths occurred eight episodes earlier because Noah deleted them instead of imprisoning them.
  • Cut from the end of the episode is a shot of a lily floating in the ocean and Mokuba hearing Noah say, "I am a human, not a machine."
  • In the dub, Noah promised to see Mokuba again when the two were saying goodbye. Yugi believes that Noah has uploaded his mind to a back-up file, and Mokuba agrees with Yugi that Noah will be back. In the original, however, Mokuba throws a lily into the ocean, signifying that Noah is truly dead. However after Noah's mind was deleted and the base is being blown up, he is heard saying goodbye to Mokuba (this scene with Mokuba is removed in the dub).
  • In the original version of the episode, as Kaiba and the others escape the explosion of the the underwater base, a Fire Creature appears, attempting to kill them, while in the dub the fire creature is voiced by Gozaburo who managed to escape to the real world temporarily in order to capture Kaiba.
  • In the English dub, when Kaiba throws Mokuba at Duke, the shot of Mokuba inadvertently kicking Duke in the face is obscured by a flash of light.


  • This Duel is the only one in the Virtual World involving no Deck Masters.
  • Aside from flashbacks to Cecelia, this is the first episode to feature death that is neither resurrected nor censored/replaced with the Shadow Realm (possible exception of Yami Bakura setting the Reaper of the Cards on Pegasus's goons). Though Noah's death is censored with speculation that he found a way to survive, Gozaburo's death is left intact. Also of note, the Big Five are imprisoned in the virtual world at this time and were therefore destroyed along with it (though in the Japanese version, their deaths occurred eight episodes earlier when Noah deleted them instead of imprisoning them).
  • When Mokuba wakes up in his body, as he sits up you can still see him laying down at the same time in the capsule (17:37 with 4:23 left when watching on Netflix version) - so you see two images of Mokuba, one sitting up and one laying down.

Featured cards

The following cards appeared in this episode. Cards in italics debuted here.

Gozaburo Kaiba
Seto Kaiba
Duel Monsters army
Yugi Muto
Joey Wheeler


  1. This card is shown in Kaiba's Graveyard when he flips the monsters in his Graveyard face-up.
  2. This card was played as a Magic Card. It was depicted as a Trap Card in the English version. It is a Trap Card in the TCG/OCG.
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