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- The Millennium Items are retrieved by Isis and Mana.
- Isis and Shimon sacrifice their life during the battle.
The Retrieval of the Millennium Items
- Shada has just sacrificed his life to protect the Pharaoh from Zorc's attack. Meanwhile Zorc continues relentlessly to destroy the Pharaoh's troops.
- Shimon Muran says the only way they can stand a chance is if the three Egyptian Gods are Summoned, but the Pharaoh lost his Millennium Puzzle and his life energy is too low.
- Isis suggests they must go out in the desert and search for the Millennium Items, so that all the remaining Guardians can restore their energy.
- Back at Kul Elna, Isis & Mana immediately find all the Millennium Items: the Scale, Rod, Ring, Puzzle, Eye, Key, and Necklace were all within a short distance from one another.
- Upon Isis & Mana's return to the Capital however, Zorc senses the presence of the Items and immediately attacks Isis's "Winged Dragon, Guardian of the Fortress". Isis tells Mana to dismount and bring the items back to the Pharaoh. Meanwhile, she uses her Millennium Necklace to increase her Dragon's strength and create a diversion by attacking Zorc.
Exodia the Forbidden One
- Mana is intercepted by Shimon Muran, who takes the Millennium Key from her in order to buy them more time. Mana brings the remaining items to the Pharaoh.
- Shimon uses the Millennium Key to Summon "Exodia the Forbidden One".
- Priest Seto "It's the Forbiddden One! A beast so powerful it was able to defeat an army of thousands in a single night!"
- Pharaoh "Exodia!"
- Shimon Muran (to Exodia) "Had it not been for you old friend, this land would surely have fallen at the hands of his enemies. Due to your incredible strength I sealed you within five Stone Tablets, vowing never to release you again. Now I lift that seal!"
- For a short while Exodia holds its own against Zorc (NOTE: present in the original Japanese and cut from the English dub, a scene where Exodia rips out Zorc's arm, who then grows it back because he is immortal, and Zorc doing the same thing to Exodia, Exodia also growing the arm back).
- Eventually Shimon orders Exodia to Obliterate, but Zorc immediately counter-attacks and destroys Exodia (splitting him in half). Shimon loses the last of his life energy and is no more.
- Zorc Necrophades "Pharaoh, opposing me is futile. I am the embodiment of pure darkness, and as the world is enveloped by the shadows my power shall grow! Now kneel before your new master!"
- Pharaoh "No! The light of hope still shines upon the people of Egypt, and that light can illuminate even the darkest of shadows!"
- At this point, Mana brings back the Items and the Pharaoh's Millennium Puzzle. His life energy is replenished.
Featured Duel: Yugi Muto vs. Yami Bakura
Yugi has 2400 Life Points remaining and controls "Silent Swordsman LV4" (3000/1000) and "Marshmallon" (300/500) in Attack Position and "Marshmallon Glasses".
Yami Bakura has 1600 Life Points remaining and controls no cards.
Turn 6: Bakura
Yami Bakura draws. He then activates "Spirit Sword of Sealing" to remove Yugi's "Silent Swordsman LV4" from play. Yami Bakura then Normal Summons "Disgraced Mage" (1700/1400) in Attack Position. "Disgraced Mage" attacks Yugi's "Marshmallon". Due to the second effect of "Marshmallon", it is not destroyed (Yugi 2400 → 1000).
Turn 8: Bakura
Yami Bakura draws. "Disgraced Mage" attacks Yugi's "Marshmallon", but Yugi activates the effect of "Blocken" to force Bakura's "Disgraced Mage" to attack it instead. "Disgraced Mage" destroys "Blocken". Since "Disgraced Mage" destroyed a monster by battle, its first effect activates, returning "Blocken" to Yugi's Deck instead of sending it to the Graveyard. Since "Blocken" was destroyed in battle, its effect activates, letting Yugi Special Summon "Lengard" (300/100) in Attack Position. Yami Bakura sets three cards.
Turn 9: Yugi
Yugi draws (Yugi's Deck: 31 → 30). "Marshmallon" attacks Bakura's "Disgraced Mage". Due to the second effect of "Marshmallon", it is not destroyed. Yugi then activates the effect of "Lengard" to destroy it and negate all Battle Damage he would have taken. Since a monster was destroyed and sent to Yugi's Graveyard, "Silent Swordsman LV4" is returned to the field (3000/1000) in Attack Position and "Spirit Sword of Sealing" is destroyed.
"Silent Swordsman LV4" attacks and destroys "Disgraced Mage", but Yami Bakura activates the second effect of "Disgraced Mage" to return it and his entire hand to his Deck in order to negate all Battle Damage he would have taken.
Turn 10: Bakura
Yami Bakura draws "Pot of Greed" and subsequently activates it to draw two cards. Yami Bakura then activates "Cursed Twin Dolls" to force Yugi to pick between the Red or the Black Gift-Box. After Yugi chooses his box, Bakura will get the other Box. Yugi picks the Red Gift-Box, so Yugi's Life Points will increase by 200 for each card sent from his hand or Deck to the Graveyard.
Yami Bakura gains the Black Gift-Box and this causes his Graveyard to be removed. It also causes all of Bakura's cards to become Phantoms, which are treated as being on his side of the field. Phantoms do not count towards the Monster or Spell & Trap Card Zone limit, cannot attack or be attacked, have their effects negated, and are unaffected by all effects. Yami Bakura then Normal Summons "Necro Soldier" (0/0) in Defense Position.
- When Yami Bakura activates "Cursed Twin Dolls" in order to destroy his Graveyard, one of the showed spirit that was lying in his Graveyard is shown to be "Disgraced Mage", even though it has been returned to the Deck via its own effect.
The following monsters appeared in this episode. Monsters in italics debuted here.
The following cards appeared in this episode. Cards in italics debuted here.