Egyptian Bakura darts through the city and fires arrows with flames attached to set the houses ablaze. His horse leaps over the guards blocking the way to the Pharaoh and the guards order the alarm sounded but EB makes it inside and Mahad's Millennium Ring makes Mahad feel it. Yami takes a few seconds but realizes EB is here for the Millennium Items. Back in the Tomb of the Pharaoh, Yugi puts together Shadi's story and learns that Shadi will guide them through but isn't going to help the get back out. Yugi wants to do it alone but his friends convince him that they're coming to and Shadi performs the ceremony to get them inside the Millennium Puzzle. Inside Yami's palace, EB comes with gifts, none of which are accepted by Yami or his members and his members are quick to realize there's a greater power inside EB.

EB brings out Diabound and Shada seals it inside the stone tablet set for EB but EB remains sinister. Furthermore, Diabound breaks free. Inside the Millennium Puzzle, the group slowly come to and while they decide where to go, Kaiba learns of Yugi and the gangs' departure to Egypt and recalls how he got the Millennium Eye. Back in his palace, Yami's members activate their ancient duel disks used to call upon shadow creatures and Seto is first with his Garescola but EB has been waiting for a battle like this as Garescola strikes first.

EB then calls upon Winged Sage Falcos and defeats Garescola as EB had stolen one of the ADDs for himself. Seto isn't happy that EB is using the monsters that protect King Akunkaden's tomb for his own use but EB explains that KA was a tyrant that used others to increase his own power and since Yami's members each hold a Millennium Item, they're evil too. Furthermore, he tells of the city of Colelna and the location of the Millennium Stone. The Shadow Game resumes as each member calls upon their own shadow creatures, of which Illusion Magician defeats WSF but all fall in Diabound's attack.

Karim uses the Millennium Scale to bring out Mystic Horseman, then combines them via the MS for Rabid Horseman. However despite their efforts, Diabound destroys both RH and IM. Yami has had enough but EB's Diabound attacks and overpowers Spiria's shield, sending Isis to the floor. Shimon is in tears over the former pharaoh's tomb and pleas Yami to not believe EB's lies. EB reminds them of the Shadow Game still in place and orders Diabound to attack but Yami calls upon Obelisk the Tormentor (whom resembles its Effect Monster version's first artwork) and attacks but EB counters with a Blue-Eyes White Dragon attack that Kaiba senses. Just outside, a blue-haired girl watches on.