Yami had finally reached Death Valley…there, Rafael waited.

Duke's car sped across rocks as Joey and Honda urged Duke to hurry.

Cat sat in the front seat silently.

Duke frowned slightly. "ALRIGHT! Hang on!" He said and floored it.

The car ended up taking the air and landing safely. Duke continued driving.

"Is everyone in one piece?" He asked.

Cat looked a little frazzled. "I-I'm fine." She said and turned to look at the boys in the back.

"Are you two oka-" She stopped.

"What is it?" Duke asked.

"Um…they're gone." She said.

"Huh?!" Duke stopped the car and looked at the back seat. They were indeed empty.

"Great." He mummered. "I TOLD them to buckle up when we left!"

He unbuckled, grabbed some binoculars and started to search the desert behind them.

"Oh! There they are!" He said.

The two boys ran towards the car…looking a little beat up.

Duke sighed and shook his head.

"Well…at least they'll buckle up this time." Cat pointed out.

Rafael waited patently for the Pharaoh to arrive.

"This duel…will be his last." He thought to himself as he saw Yami ride down the small steep hill.

Once he reached the bottom, he got off the horse and crossed the small bridge that lead to Rafael.

"Alright. I'm here. Now let's do this!" Yami said.

"Even though my comrades are satisfied stealing the souls of your friends, I'm not." Rafael said.

"I've held up my part of the bargain. Now let the Professor go!" Yami commanded.

"The Professor has already been set free a long time ago. But since you've come all the way here, you might as well stay a while." Rafael said.

Just then, Rafael flung off his cloak and lifted up a pair of axes.

He then, threw the axes past Yami and they hit the posts of the suspension bridge, cutting the ropes and causing the bridge to fall. Yami was trapped.

"We need no escapes from our duel. I need to capture the Pharaoh's soul myself, so I can save the world." Rafael said.

Yami looked skeptical. "Save the world? Don't you see what you're doing is destroying it?"

"You're blind, Pharaoh. This world is a dark and lonely place, poisoned by mankind. I'm just trying to fix what has been ruined…by people like you." Rafael said calmly. "And I'll do it by locking your soul away. My name is Rafael and I have called you here to duel."

The sun was starting to rise.

"You leave me no choice." Yami said and pulled out his duel disk and activated it. "But in the end, righteousness will prevail."

"That's what I'm hoping for." Rafael said as he also pulled out his duel disk and activated it.

Yugi appeared by Yami in spirit. "Be careful. Rafael doesn't seem to be an ordinary man." He said.

Yami nodded. "Yes…I know."

The duel started.

Back at the motor home, Professor Hawkins was sleeping soundly.

Kay looked at him tiredly. "He's got the right idea." She said quietly and yawned.

Anzu sat next to her.

Rebecca was busy doing research.

She had found a strange article about a cruise ship that sunk 12 years ago. And only one boy survived. He swam to an island and there, he did nothing but practice duel monsters. He spent three years alone.

He continued to practice duel monsters until he was rescued!

"His name was…Rafael! That's the guy Yugi's dueling right now!" Rebecca cried.

She jumped out of her seat to run to Death Valley, but Anzu caught her arm.
"Relax Rebecca. Yugi can handle this all on his own. Don't worry about it." She said.

Rebecca looked down and Anzu let go of her arm.
"Alright." Rebecca said.

"Pharaoh…you could never understand the connection I have with my deck." Rafael said.

"You're mistaken. I too share a bond with my deck." Yami said. "I trust and respect every card in my deck."

Rafael pulled out two cards and showed them to Yami.

They looked…so worn out.

"These cards…I've played them hundreds of times. And even though they're falling apart, I'll never replace them. I swore to protect them as they have me." He said. "The backs of the cards I've replaced so no one can recognize them when I put them face down. But twelve years ago, these cards saved my life. When I was a kid, I was fooled into thinking that the world was a happy place. Then I learned the truth. Nothing is fair and no one gets what they deserve."

"That's pretty sad." Yami said.

"Life is sad." Rafael said. "And the sooner you realize it, the better off you'll be. I used to have everything a kid could want when I was little. But then…it happened. It was my birthday and we were on a cruse ship. My little brother gave me a gift and it was my Guardian Eatos card. After my little sister said that they went through eighteen stores to find it, I felt a rumble. I ran to see what it was. My little brother and sister followed me. There was a large tidal wave coming right towards us and it was too late to do anything. Once it hit, my little brother and sister were swept away. That was the last time I saw my family.

The next thing I knew, I was washed up on the shore of an island. When I looked up, I saw the Guardian Eatos standing over me. But then she disappeared. I thought it was an illusion and I got up and started looking around for people. But then I realized I was the only one on the island. It all happened so suddenly, fate took everything away from me. I started to cry, wondering who would watch over me then. But I had two choices. Sit there and feel sorry for myself or toughen up and move on. If I wanted to survive, there was no time for weakness. That day I learned the world was a cold and lonely place. My childhood was taken away from me. And I had learned to trust the only family I had. My three Guardian cards.

I protected them as much as I could. There was even a time the wind swept them into the ocean and I dived in after them.

I protected them as they did me. We shared a powerful bond. Guardian Eatos, Guardian Grarl, and Guardian Kay'est. They saw me through the three hardest years of my life."

"If you truly respect your cards, then why are you using them for evil?" Yami asked.

"What you see is evil. I see it as saving the planet from falling apart in the hands of people like you and your friends." Rafael said. "It's my destiny. On that island, I've always asked, "why me?" I got my answer after three long years. I went up a hill one day and saw an island near mine rising with a city on it! I was overjoyed! I grabbed a raft I made not too long ago and rowed towards the island. I wondered how I could have missed such a thing? But before I got to the island…it sunk back into the sea. After that, a large wave hit my raft and I fell into the water and started to sink. Under me, was the city. Beams of light started to glow around me. Then I heard master Dartz's voice for the first time. He told me that we would soon meet again. After that I awoke back on my raft and a boat came to my rescue. I made the cover of newspaper and magazines! But it didn't matter to me. The day I returned to civilization, I visited my family's grave. But when I returned to civilization, they were anything but civilized. My island may have been lonely, but at least it was a peaceful place to live. No one walked on you there. Like my relatives did. They took my father's fortune and received fame from my reputation as the Miracle boy. How could I survive in such a world?"

"How can you blame mankind for what had happened to you?" Yami asked.

"Mankind is evil. But it wasn't always that way. The world was once perfect." Rafael answered.

"I stood on a pier, looking at my three guardian cards a while after I came back. And suddenly the same island with the city rose from the ocean again. I heard master's Dartz's voice again. He said that we were able to meet again. Then he asked me if I was ready to leave my old life behind. I nodded and a pathway of light formed as a bridge between the city and me. I started to walk down it. Master Dartz said that together, we could rebuild civilization as it once was."

"I don't know what lies you were told, Rafael. But no good can come from his plan." Yami said.

"You won't be around to see how the plan comes out." Rafael simply said.

Nearby, Rex and Weevil rode the bike they took tiredly. After a moment, they ended up accidentally falling down the small hill. After a short moment, they got up and watched the duel as it raged on.

"The match looks pretty even, so it looks like we didn't miss anything exciting." Weevil said.

"I want to move closer so I can see it better." Rex said.
"We can't unless we jump." Weevil said.

Duke, Cat, Joey, and Honda continued their way to the duel.

Honda was looking at a map. "The maps wrong! There's no bridge!" He said just as they hit a bridge.

"You're starting to worry me, Honda." Cat said pointing to the bridge they're on.

They drove across rickety bridge, but on the way, slats started to fly in all directions.

"Hold on." Duke said as he managed his way across the bridge.

They finally made it to the other side safely. But the bridge collapsed behind them.

"Unlike you, Pharaoh, I care for my cards. You discard them as soon as a stronger one comes along." Rafael said.

"I value all my cards!" Yami said.

"You're as disrespectful as everyone else." Rafael said. "Everyone in the world has darkness in their heart. But you're too afraid to admit it. Deep down, you're evil. Ten thousand years ago, people lived in paradise. But then, the ancient stone appeared. The Stone of Orichalcos." Rafael held up his amulet. "The stone that unlocked the darkness in people's hearts. Only a few were pure. A battle broke out between good and evil. And in the end the evil side won."

"Whoever told you that lied! The only evil is the stone around your neck." Yami said.

Rafael laughed. "The stone only shows us the truth."

"You're wrong!" Yami insisted.

"Ah, but your memories were erased, correct? How do you know if you were an evil Pharaoh or not?" Rafael reminded him.

"It can't be." Yami said.

Weevil held a hand to his ear, trying to listen. "What are they murmuring about? I can't hear a thing!" He exclaimed.

"I don't know much about my past, but I do know that I apparently saved mankind." Yami pointed out.

"But they were evil. So you must be evil too." Rafael said. "Five thousand years before you ruled, the Orichalcos stone appeared, dividing the world into two sides: Pure of heart and those ruled by darkness. The two faced off in the most devastating battle the world has ever seen. And the battle between the two sides continues. You and I are here to continue the fight. And I shall make sure my side wins. My side may be outnumbered, but we have two things the others don't. The power of the Orichalcos and the Great Leviathan. We can capture the souls of men and offer them to the most powerful beast that ever lived. Then the world can return back to the way it was. A peaceful place with a worthy leader."

"You've been brainwashed!" Yami exclaimed.

"Look around you. If things go on as they are, soon the entire planet will be just like this desert. Pharaoh…you did come back after thousands of years to save the world…by surrendering your soul!" Rafael said.

"I'm sick of hearing your evil plan!" Yami snapped.

"It's not my plan. I'm carrying out the wishes of my master, who told me all about your history as the ruler of Egypt. You ruled as an evil dictator, controlling your subjects with the shadow realm." Rafael explained.

"Your master lied!" Yami cried.

"You have no memory of your days as the king of Egypt." Rafael reminded him.

"I must have been a worthy ruler…I locked the dark magic away." Yami said.

"Your heart is dark…and I'm going to prove it." Rafael said. He activated a card called, "Exchange."

Both of them only had one card, so they switched. Yami gave him a card that was useless to him at the time.

Rafael gives Yami his card and walked back to his spot, laughing.

Yami looked at the card and his face turned to shock.

It was the Seal of Orichalcos!

"I-I can't use this!" Yami exclaimed.

"The stone you took from us is already beginning to reveal your dark side." Rafael pointed at the stone of Orichalcos that Yami wore around his neck that they found on the first duelist they faced with that power.

Yami looked at the stone and noticed it was glowing! He gripped it in his fist.

"You don't have to activate the card if you don't want to…but I have a feeling you will. It's your move, Pharaoh." Rafael said.

Yugi appeared next to Yami in spirit. "No matter what, we can't use that card. It's evil!" He said.

Yami nodded. "You're right." He said.

The duel continued.

Yami was now in a situation that Timaeus was trapped.

Rafael urged him to play the Seal of Orichalcos…it was the only way he could release his dragon.

After a while, Yami decided…he was going to play it. Hesitantly, he held the card up, as he was about to play it.

Yugi grabbed onto Yami's arm in spirit form.

"There must be another way! Don't play it!" Yugi cried. "The card is affecting your mind! You don't know what you're doing!"

"Let go!" Yami snapped. "We're going to lose the duel! It's the only way! Just trust me." He finally pulled his arm away from Yugi.

"No, please Pharaoh! Don't play it!" Yugi begged.

But Yami didn't listen…he played the card and screamed as the seal formed around him and the entire duel.

The seal caused Yugi's soul to dissolve.

"That card will reveal whether you're good or evil, Pharaoh." Rafael said.

Yami looked up and the seal glowed on his forehead. He had a look of anger on his face.

Not too far away, Duke, Cat, Joey and Honda could see the column of light from the seal not too far from where they were.

"T-that's the seal of Orichalcos!" Cat cried.

"We'd better hurry!" Joey exclaimed.

Yami had Timaeus and The Dark Magician Girl on the field. But once the seal was played, Timaeus disappeared.

"Rafael! What have you done to my dragon?!" Yami demanded.

"It's not what I've done. It's what you've done. The Seal of Orichalcos and that dragon don't mix. But your dark side has been set free." Rafael answered.

"What have I unleashed?" Yami asked himself as dark power swirled around him. He shouted out in anger and looked at Rafael with fury.
"You were a FOOL to give me this card! Now once I defeat you, your soul will be gone for all eternity!" He snapped at Rafael.

Yugi woke up to find himself in a dark place. Alone.

Above him was the Seal of Orichalcos, sealing him away from Yami.

"How…could you, Pharaoh?" He asked sadly.

Duke, Cat, Joey and Honda finally arrived to the duel. They quickly jumped out of the car and ran to the edge of the hill.

"YUGI!" They all cried out to him.

Yami turned to look at them, but didn't say anything.

The four of them slid down the small hill to where the bridge had been cut down.

"Why is the seal on his forehead?" Joey wondered. "Doesn't it only appear if you were da one who played the Orichalcos card?"

Cat looked over at Yami. "Oh no…" She said softly. "How do you suppose he got a hold of it?"

The three boys shook their head, not knowing.

"Hey, you guys! You just missed the best part duel!" Rex said to them.

Joey frowned and picked up Weevil. "How did my best buddy get that freaky thing on his head?!" He demanded.

"Joey! Calm down, man!" Honda exclaimed and made Joey put Weevil down.

"Yugi got the Seal of Orichalcos card from the other guy and activated it." Rex explained.

"Yugi wouldn't do that!" Joey cried. "He knows that card is evil!"

Yami was surrounded by a swirl of purple dark power, with the seal on his head.

"Tell me Pharaoh…how does it feel to know that all this time you've been hiding your true self?" Rafael asked. "You get your power from the darkness like you always have."

Yami smirked. "Are you jealous because I now have the seal on my side of the field and that your soul is now on the line? Maybe you should have thought twice before handing me that card." He said.

"I'm not worried. I have complete trust in my monsters." Rafael answered.

The duel continued.

"If Yugi loses, I have dibs on the Dark Magician!" Weevil said.

"Weevil! Show some compassion for a change…and let me have the Dark Magician!" Rex said.

Joey glared at the two. "Watch it." He growled.

They watched the duel a while longer.

"I don't get it…that doesn't sound like da Yugi I know." Joey said.

Yami had been launching his monsters at Rafael with the Catapult turtle.

"You're about to lose the duel, Rafael. Once more attack from my Catapult turtle, and you're finished." Yami said. "I only have to destroy one card and it's done. And I choose the Dark Magician Girl!"

Yugi pounded on the seal helplessly. "Pharaoh! Don't do it! With the Seal of Orichalcos in play, the monsters on the field are REAL! Remember the promise you made to the Dark Magician Girl! Don't sacrifice her!" He begged Yami. But Yami didn't hear him.

The Dark Magician Girl looked at Yami.

"Well? Go on." Yami said to her.

Reluctantly, she climbed onto the Catapult turtle, where she was launched at Rafael.

At the last moment, Rafael activated a trap card called, "Shrink." It caused the Dark Magician Girl's attack points to go down by half. 1400 Attack points.

Rafael saved himself for one more turn.

But Yami reminded him that the swords of revealing light that Rafael had played against him earlier had worn off. All he had to do is sacrifice one more monster and Rafael's soul would be absorbed into the seal.

"It looks like Yugi's got this duel in the bag!" Duke said, smiling.

"Nice dueling!" Honda cheered.

But Joey and Cat weren't cheering.

Yugi was sacrificing his monsters left and right and talking about power. That wasn't like the Yugi they knew! He's been brainwashed by the seal.

Yugi wept behind the seal. "How could he do this?" He asked. "I warned him!"

Rafael laughed. "I know the seal would reveal the truth! This is you: wicked, greedy, and full of hate! The power of Orichalcos reveals all, just as I suspected. You are evil. You are trapped by your need to win." He said.

"What are you talking about?" Yami asked.

"Look around the field! Look at what you've done to your monsters! Once, they were pure…but now they're evil shadow creatures." Rafael pointed out.

Yami looked up to see the monsters he sacrificed. They had glowing red eyes and the seal on their foreheads…and angry expressions.

"Did…did I do this?" He asked himself and glared at Rafael. "You deceived me!" He yelled at him.

"You're the one who chose to play the Seal of Orichalcos. Even at the cost of losing Timaeus." Rafael pointed out. "Your lust for power destroyed a valuable monster."

Rafael then played Guardian Eatos.

With its effect, it's able to remove the monsters in Yami's graveyard and absorb their power.

All the monsters in his graveyard appeared on the field.

"You did this to your monsters. By selfishly sacrificing them and letting your rage take over." Rafael said. "Look into the eyes of your monsters."

Yami's monsters all glared down at him angrily.

"Please forgive me for what I have done to you! Please don't look at me like that!" Yami cried to them.

All of Yami's monsters then flew into Guardian Eatos's sword, letting it absorb their power.

Guardian Eatos's attack points were now 10,000.

Rafael attacked causing the rest of Yami's monsters to be destroyed…also taking the rest of his life points.

Everyone gasped as the seal shrunk around Yami.

Rafael walked up to Yami.

"You sealed your own fate when you played that card. Now your soul will awaken the great beast." He said.

"Not if I can help it!" Yugi said and pounded the seal that blocked the two off with his Millennium Puzzle, causing the seal to shatter. Yugi then jumped into the seal.

Cat watched from their spot and clenched her fists tightly. "I…I can't let this happen to him." She whispered to herself as she slowly backed up a little before dashing towards the gap and jumped.

"CAT!" Duke, Joey and Honda all yelled.
"What are you doing?! Get back here!" Duke called.

"Stop!" Joey cried.

Cat almost didn't make it, but she caught the edge. Climbing up as fast as she could, she climbed over the edge of the cliff and ran into the seal.

Usually, the seal would block her off, but when she ran through, her cartouche glowed only for a moment…giving her access.

At the same time, Yugi and Cat pushed Yami out of the seal.

Yami turned around and looked at the two, shocked.

"What…What are you two DOING?!" He cried.

Yugi didn't notice Cat was there.

"The seal only needs to take one of us, right?" Yugi said.

"We can't afford to lose you Yami-kun…" Cat said. "This may be the only way I can help you. Please…stop Dartz from destroying the world! We all believe in you! Take care…"

And with that…the seal took both Yugi and Cat's soul!

Once the seal disappeared, Yami feel to his knees and collapsed.

"Yugi! Cat!" The three boys across the gap cried.

Rafael kneeled down and took the Seal of Orichalcos card from Yami's duel disk.

He looked down at Cat.
"It looks like she tried to play hero…well it didn't work. Her soul will now only give the great beast more power." He said.

He kneeled down again and took the stone that Yami wore around his neck as well.

Behind Rafael, a helicopter, piloted by Amelda flew up, lowering a rope latter down to Rafael.

Rafael then picked Cat and Yami up and grabbed onto the rope latter.

As the helicopter flew by the gang, Rafael tossed Yami and Cat down to the three boys.

"Keep them. We now have everything we needed from them." Rafael said before flying away with the helicopter.

"Yug! Cat! Wake up!" Joey cried.

Yami slowly opened his eyes and began to struggle to his feet.

"Aha! I knew you could outsmart dat goon! How did you do it?" Joey asked.

Yami stayed silent.

"Hey…are you alright?" Honda asked.

"No…" Yami replied, tears spilling from his eyes. "It's far from alright!"
He turned away. "I didn't outsmart Rafael…Yugi…and Cat are gone."

Back at the temple, Dartz grinned.
"Great Leviathan! Accept my last offering!" He cried as on the temple wall, a carving of Cat and Yugi appeared on the wall.

"I don't get it." Joey said. "How could you be talking to us if your soul was taken?"

"Not mine…" Yami replied. "Yugi's! And they took Cat's soul too!"

He fell to his knees.

"Yugi! Cat! Come back! It should have been me! Not them!" He screamed and slammed his fists against the ground. "It's not fair!"