Kaiba finally arrives in Egypt on board of his Blue-Eyes Jet. He lands in front of the Cairo museum where Ishizu, Marik and Odion are there waiting for him. Ishizu comments that his arrival seems to have been foreseen, but that he's not interested in them, but what's inside of the museum.
Ishizu tells Kaiba the Tablet of Lost Memories has been returned to its resting place and that the one inside of the museum is a replica made for the permanent exhibition. Kaiba asks where it is. Frowning, Ishizu asks of him why he's so suddenly interested on it. He takes out the Millennium Eye Yami Bakura left him. When Kaiba brings up the name Bakura, Marik reacts, remembering that, during the Battle City and Battle Ship Arcs, Bakura proved to know a lot regarding the Millennium Items that people outside his tribe shouldn't know. Ishizu finally tells him to go find the Tablet of Lost Memories and find the truth there-something that he doesn't like too much, but agrees on it nevertheless.
Meanwhile, back in the past, the Pharaoh tells Yugi about retrieving part of his memories, his father King Aknamkanon, and the sinister history associated with the 7 Millennium Items. That is also the reason why he must prevent Thief King Bakura from retrieving them. Back at the Royal Palace, Priest Seto is standing by Kisara's bedside reflecting on how much Aknadin has changed recently: when Seto first entered the Royal Court, it was Aknadin who taught him compassion & reason, often exemplifying this by giving mercy to criminals because they are part of the Priests' moral conduct codes. Now Seto hardly recognizes him.
A guard then walks him and announces to Seto the Pharaoh has been found. Shimon tells everybody this, having been told by Isis. However, she figures out the millennium puzzle has been lost. It's at this point that Shada and his men arrive by the Nile where the Pharaoh, Yugi & their friends are resting. He tells the Pharaoh his men have found the hiding place of Bakura: the deserted village of Kul Elna. They immediately depart, taking Mana with them. Yugi & his friends want to help but they are left behind.
As they arrive at Kul Elna, a dark presence can be sensed throughout. Soon enough, the dead spirits of the inhabitants manifest their presence as walking skeleton soldiers. As the men fight the soldiers off, Mana is scared at first, but then hears the voice of Mahad in her mind; She has the power to defeat them and must be strong. She steps off the horse and joins the fight as Shada then summons Two-Headed Jackal Warrior.
While his men continue to fend off the skeleton army, the Pharaoh sets off into a subterranean tomb. to find Bakura. Unfortunately, Mana, Shada, and his men seem to be surrounded. However, almost without realizing it, Mana casts a spell which gets rid of the entire skeleton army. She then sees the shape of Dark Magician Girl in front of her; instinctively she has created and summoned the Duel Monster, her Ka.
Back inside the tomb, Bakura tells the Pharaoh the tale of how the Millennium Items were created, how he was the only survivor of Kul Elna, and how the Tablet of the Realm of the Dead is guarded by the very spirits who were imprisoned in order to create it. Bakura unleashes the evil spirits onto the Pharaoh, but the spirit of Mahad, the Dark Magician is activated, and he appears to defend the Pharaoh. The Pharaoh asks Mahad if the story Bakura has told him is true. The latter confirms it, but what Bakura has failed to mention is that the villagers' souls used to forge the Millennium Items were evil. Mahad found out about this as he researched the spell used to create the Items, sensing his Millennium Ring radiated an evil energy.
As he reported his findings to Aknamkanon, the King was as surprised as Mahad. However, as the King of Egypt, every task carried out by the King's men was the King's responsibility. Aknamkanon realized this, and also realized he must pay by confessing his crime to the Egyptian Gods. The Pharaoh now realizes his father was a worthy king, and he owes it to him to take down Bakura in order to restore Egypt to the prosperity it once knew. He orders Bakura to return the Millennium Items, but Bakura refuses and summons his Diabound, which has evolved again thanks to its previous victories.
A new battle begins as Diabound attacks with Thunder Force (gained from Slifer). However, Mahad activates Dark Magic Portal, absorbing the attack & redirecting it back towards a cave pillar. As it falls, it is about to crush the Millennium Stone, so Bakura orders Diabound to stop the crash. As its immobilized, Mahad uses this chance to attack Diabound directly. Bakura, not giving up, reminds the Pharaoh about what Hassan said about Zorc.
Bakura then summons Skeleton Fiend to protect the Stone, and uses Camouflage of Dark to conceal Diabound. Mahad repeatedly uses its Dark Magic Attack, opening up holes in the cave for the sunlight to come in and reveal Diabound. He then casts the attack again for a couple direct hits, so Bakura loses part of his life energy. At this point, Bakura calls upon the spirits of Kul Elna to replenish his life force and augment his power. This allows Diabound to become even stronger, and the Mahad's attacks no longer have any effect on him. It counter-attacks with Spiral Wave, then with Lightning Blast (also courtesy of Slifer). Just as Mahas is about to be destroyed, Dark Magician Girl (controlled by Mana) arrives in the nick of time to save him.
The following monsters appeared in this episode. Monsters in italics debuted here.