Yugi & his friends have finally made it back to the Royal Palace where doors are still closed. This time, however, Yugi's mission is clear to him: he and his friends are in the world of his memories to help find the Pharaoh's real name. He pleads with the Pharaoh's spirit to let them help him... and it works; The Royal Palace is now open to them. Yugi, Joey, Téa and Bobasa enter the palace: they decide to separate for better searching efficiency. Tristan follows soon after, and evily snickers after passing through the doors.
Back at Kul Elna, the final attack of Dark Magician/Mahad struck down Diabound. Thief King Bakura collapses down the stairs leading up to the Millenium Stone. Bakura drags himself up and inserts the Millennium Items he's accumulated so far: the Millennium Puzzle, the Millennium Scale, and the Millennium Ring.
As the Pharaoh orders him to return the items, Aknadin appears, holding Shada's Millennium Key. At this point, Bakura starts glowing in a sinister pink light, which then separates from his body. The normal Bakura seems confused and does not understand where he is. Soon after, Bakura's body starts to disintegrate. Yami Bakura's voice echoes that the body was just a pawn, and the body completely disappears as Shada arrives.
Meanwhile, the friends realize that conducting a search while "immaterial" is no easy task;
- Yugi finds a wall that could have the Pharaoh's name written on it, but it's difficult due to his inability to read hieroglyphics.
- Joey finds a room filled of people. He asks for help, only to remember that none of them can see or hear him.
- Téa has found the palace library, but she's unable to make contact with the papyrus parchments.
- Bobasa, however, has no problems and is stuffing himself full of food in the royal kitchens.
- "Evil" Tristan is also actively conducting his search. Bakura is currently controlling him as he tries to find the name.
Back at Kul Elna, Mahad tries to retrieve his Millennium Key, but Aknadin shoves him back. Everyone else tries to snap him out of it, but Aknadin has enough and freezes them in time. This allows him to retrieve every single one of the items, which he then proceeds to insert inside the Millennium Stone (including his Millennium Eye, which he removes from his eye socket right then and there). While this happens, the Pharaoh wonders how this can be; Thief King Bakura was defeated, so the Shadow Game should be over, be he can still hear Bakura's voice. However, the word "game" persists on his mind, and he suddenly realizes the implications of it: everything is happening inside of a game.
At this point, Yami Yugi wakes up and sees Yami Bakura sitting across him in front of a large table. On the table, there seems to be a playing field of the ancient land of Egypt from the Pharaoh's past. Bakura then explains that it's the biggest shadow game, and that their actions affect the past. He states that if the pharaoh doesn't win the game, Zorc will destroy everyone in the past.
Bakura then reveals that Yami's "pawns" in the game are frozen in time thanks to Bakura's Time-Controlling Hourglass Token. As the Game Master, Bakura has three of them and this one freezes time for every character in the game except for Bakura's. He then shows Yami his next token; the Time-Reversing Hourglass Token he used in Episode 207, when he reversed the "Sands of Time".
All the characters in the "game" are frozen in time by the effect of Yami Bakura's Time-Controlling Hourglass Token, except of course his own characters; Aknadin and Tristan, both of which he took control of. For some reason however, Bobasa is unaffected by time-freezing spell, which "evil" Tristan can't figure out.
Back at Kul Elna, Aknadin has just summoned Zorc. Rising from the Millennium Stone, Zorc allows Aknadin to be granted one wish. Aknadin then wishes that his son, Seto, will rule as pharaoh, as Seto is in disbelief that Aknadin is his father. Because of this, Zorc makes it so that Aknadin doubles in strength; he's been transformed into The Great Shadow Magus.
Yami Bakura then reveals he has found a way to bring back Zorc without the Pharaoh's real name: by using his third token; The Evil-Summoning Hourglass Token. When the last grain of sand falls to the bottom, Zorc shall be reborn. Meanwhile, in the Royal Palace, the possessed Tristan is walking through a room where all past Pharaohs are depicted on the walls. Each one has a tablet listing their name, but the tablet for the current Pharaoh is completely blank.
Back at Kul Elna, Aknadin/Great Shadow Magus is revealing the story of his past to Priest Seto and the other Priests (still frozen in time by the effect of Yami Bakura's hourglass). He tells them of how he was the younger brother to King Aknamkanon, and thus Seto has the necessary bloodline to inherit the throne. Shimon wonders why would Aknadin bring the topic out now, as only he and Aknamkanon were aware of it.
Saying these words, Shadow Magus casts a spell to destroy the Pharaoh. However a mysterious entity shining with light enters to deflect the attack: Hassan (the mysterious figure the Pharaoh encountered in Episode 208), protector of the Pharaohs. In reality, Yami Yugi played him into the game, using his Master Item. Hassan deflects the attack upwards, out of the board game playing field. As the spell hits the "ceiling" of the Shadow Realm, it's separated into different rays and destroys Yami Bakura's time-freezing hourglass; Yami Yugi's characters are thus freed.
However, Yami Bakura reveals that attached to each character's DiaDhank is a sensor which measures their life energy. Yugi's characters are almost close to zero, while that of Shadow Magus is at maximum. In addition, Bakura's third Hourglass Token still stands, and once its time is up, Zorc will be summoned.
The following monsters appeared in this episode. Monsters in italics debuted here.