Shadi resides in the Millennium Puzzle, knowing that things are dire despite Yami's recovery of memories. Zorc is has still yet to be defeated and the town risks total destruction if he isn't stopped soon. Yugi has drawn the card he needs and it's the only card left in his Deck and manages to win the Duel using the card he previously removed from play. On the ground, everyone else brings out monsters to try and stop Zorc but it's no use. Shadi intervenes as a new being that puts the town and its people in his hands but loses.

Inside the Millennium Puzzle, Shadi realizes that with the labyrinth disappearing, Yami must be regaining his memories but if Zorc isn't defeated soon, all hope will be lost. Inside Egypt, Zorc reminds everyone that he created the Shadow Realm and even the Egyptian Gods were forced to surrender to the Shadow Realm and strikes Slifer's statue, leaving Yami weak. The army feels nothing more can be done and retreat despite Seto's orders but Zorc unleashes another blast and adds that there won't be anywhere to hide soon. Seto orders Mana to take Yami to the palace and leave Zorc to himself.

Seto charges towards Zorc and calls upon Blue-Eyes White Dragon, which knocks Zorc to the ground, letting the sun come out from behind the moon. Once again, celebrations are cut short as Zorc rises again, taking down not only Blue-Eyes White Dragon but Seto too.Kaiba darts off, amazed at how strong Zorc is while Zorc travels through the town, destroying buildings in its path.

Kaiba finds himself on the rooftop and decides to block Zorc from two kids struggling to outrun Zorc. He plays his  to retry the battle from before but Zorc protests that Seto failed already and Kaiba should've stayed in his own world. He adds two more to make , which attacks and sends Zorc all the way back to the entrance of town. However, it'll be the last mistake Kaiba makes as Zorc and BEUD engage in another battle.

Yugi draws, having exactly what he needs to win this and tributes his monsters for  (0000) in Attack Mode (apparently making the previous summoning just a "vision" if you will). Due to Gandora's effect, DB loses all his monsters but not his LPs. (The real card gains 300 ATK for each monster it removes from play and costs half your Life Points to use.) Furthermore, Gandora is sent to the Graveyard after its effect is used, freeing Yugi's Silent Swordsman LV7, which has 4500 ATK (despite what the card has been showing since its summoning), more than enough to win Yugi the duel and it attacks to do just that. However, the victory is too late to save Yami and DB has won the game.

He collapses before releasing Tristan, whom comes to and learns what happened but have to move as the tomb is collapsing. They find light and the only way down is a steep cliff, which they all slide down. However, Egyptian Bakura's men are waiting on horseback so Tristan takes one out and is joined by Joey, where both get Duel Disks. Joey brings out  and  while Tristan summons  and  but there's no time to fight so the gang literally fly out.

Up above Egypt, Mokuba and two of Kaiba's men encounter a storm and a light from BEUD. As a result of Zorc's battle with BEUD, Zorc can now conquer the world of the future and a vision of Egypt has appeared. On the palace roof, Mana rejuvenates Yami and Yami realizes that the light is from Kaiba's BEUD and that Kaiba is the one battling Zorc. He asks Mana to give him the Millennium Scale and takes in Karim and Kaibas' powers to become  and attacks but Zorc continues living.

Meanwhile, Shadi decides to enter Egypt and take on Hasan. Yami and Zorc meet face to face for the last time as Zorc explains that light is always extinguished in darkness but Yami protests that light is always there and will be what takes Zorc down. Zorc decides to test the theory by attacking Yami but Hasan intercepts, losing his mask and revealing himself as Shadi, saying not to give into the darkness as the Light of Hope is coming before he fades away. In the skies, Yugi and the gang are on their way to help Yami.