Late at night on the far end of Academy Island stood the school's Abandoned Dorm. It was a run-down building that no student occupied … at least not anymore.

There was a gate that blocked the path to the dorm with a sign saying 'Do Not Enter' in the middle of said gate.

Alexis stood in front of this gate, before setting a rose in front of it. "Be at peace brother, wherever you are…"

Yuki woke the next morning thinking he was somewhere other than the Obelisk Dorms. In only a few weeks since arriving at the academy, he'd gone from a Slifer to an Obelisk, and as such was not used to the incredible comfort of the new bed in his dorm. "Obelisks actually live like this…?"

Yuki's question was muffled, as his head plopped back onto his pillow. As it was the weekend, he planned on sleeping in. Or at least that was the plan, until Yuki heard a knock on his door. So much for sleeping in he thought while getting out of his incredibly comfortable bed, and answering his door. Kai, Alexis, and Fujin were standing in his doorway fully dressed, and Kai's hand raised to knock on the door yet again.

"Morning Yu...ki…" Kai's voice trailed off, as he got a look at how Yuki was dressed, and the three Obelisks attempted to stifle their laughter.

"What are you…?" Yuki asked, before following their gaze to his pajama pants. They were adorned with the image of the cartoonish looking monster Dark Bunny. "Don't judge me."

Five minutes later, a now fully dressed Yuki was being shown around the Obelisk dorm by the three other Obelisks. Though Fujin was slightly fussing with a piece of Yuki's hair which was sticking up thanks to him not being used to those new pillows.

"So Alexis said you use spellcasters aside from your dragons?" Kai asked, the three now situated in the cafeteria of the blue dorm, which was more like a 5-star restaurant.

"Yeah." Yuki replied, showing Kai his new deck while Fujin finally got Yuki's pillow hair under control. "Remember me talking about Mahad being the Black Magician, and my older brother being the reincarnation of Mahad?"

"Yeah, but what does that have to do with this deck?" Kai asked, while looking over the deck.

"Well my older brother used this deck in the Battle City tournament, minus the Mahad card." Yuki explained, making Kai drop one of the cards he was looking at, which turned out to be Neo.

"This is Yuri Hyoudou's deck?" Kai asked, his eyes wide.

"Not technically. I built it, he used it." Yuki replied, and explained why Yuri had used this deck throughout Battle City.

"Lousy no good insect creep." Fujin huffed angrily, when Yuki explained that Weevil had stolen Yuki's locator card, effectively eliminating a younger Yuki from the tournament. She then picked up Yuki's Neo card. "There's a lot of ware on this card…"

"He was my first card." While Yuki explained, he swore he felt someone place a hand on his shoulder, which turned out to be the spirit of the magic swordsman. "Yuri gave him to me, so he deserves a place in this deck."

"Well I'm gonna have to duel this deck at some point." And there was an excited note in Kai's voice while he handed back Yuki's spellcasters. "Especially since-"

Fujin cut him off. "Kai's a bit of a fan of your older brother."

"And speaking of which." Alexis began. "Where is your older brother?"

"In America. Industrial Illusions is sponsoring a rather large tournament, and Pegasus personally invited Yuri." Yuki explained with a small smile on his face.

"So that means, he's not taking part in Battle City II." It wasn't a question Kai had posed, but a statement.

"Nope." Yuki replied, shaking his head. "Can't always be in the shadow of Yugi Moutou."

"So that duel?" Kai asked, sounding like a little kid asking for sweets in a candy shop.

"It'll have to wait, since I promised Torimaki I'd give him some help with his dragons today." Yuki replied, while placing his spellcasters back in the correct case.

"Ah darn, well rain check then." Kai smiled, ruffling Yuki's hair which made Fujin frown.

"Kai!" She huffed clearly annoyed. "I just got his hair settled.

Later in the day both Yuki and Torimaki could be found outside the Obelisk dorms. There was an additional outdoor eating area that Yui had not noticed earlier, which was where both boys were now.

"Okay, your chosen monsters are really good." Yuki mused while looking at the powerful dragons in Torimaki's deck. "You have good ways of getting them out onto the field, but you need better ways of getting them into your hand."

"Like what?" Torimaki asked, while the two Obelisks looked at all of Torimaki's extra cards, many of which were supplied by Dr. Crowler for the placement duels.

"Well, you have Defense Draw which will allow you to draw when your opponent attacks." Yuki began listing off the cards Torimaki had which would allow him to draw cards far more easily. "Graceful and Ungraceful Charity which Yumei likes using."

"Yeah, don't remind me." Torimaki replied. "The score is still 2-0, and I'm still hurting from the OTK she pulled in her last duel.

"Yeah…" Yuki inhaled sharply. "Why do you think I don't duel against her?"

"She's OTK'd you?" Torimaki's eyes widened behind his round glasses.

"Every. Time." Yuki replied. "You have nothing to feel bad about. But if you add those cards to your deck, I don't think you'll have any problems."

"Well where are you going?" Torimaki asked, tilting his head.

"Slifer dorms." Yuki replied, and then explained further due to the confused look on Torimaki's face. "We're telling scary stories later tonight. Care to join?"

Torimaki quickly shook his head. "No, I'm good. I don't really go for scary or spooky things."

"Alright, well I'll see you around." Yuki said, before standing up from his seat and making for the Slifer dorms.

Later on that night, Yuki, Yumei, and the Slifer trio were gathered around a small table in the Slifer dorms. The scary storytelling already underway, as Syrus was currently telling his tale. "I went out into the woods, and underneath the full moon I see a path leading to a cavern that seems … abandoned. At the back of the cavern I see a mysterious lake. So I go to look very carefully, and just under the right angle of light at the very bottom of the lake, beyond my reflection I see a very rare and powerful card. Naturally I go to get it, but when I reach out for it … an arm shoots out of the water, grabs me and begins to pull me into the lake! AHHHHHH! Help me! Not the water! Not the water!" Cyrus cried out, actually pretending it was hapening to him.

"Come on Sy, water? Seriously?" Yuki asked, shrugging.

"Water's not so scary." Jaden said, backing Yuki up.

"Not even dirty swamp water?" Syrus asked, and Yumei shook her head while the while took a card off the large stack in front of the group. "You're right, only a chump would be scared of a story like that." Though unbeknownst to Syrus, Cumley was hiding in the corner.

"Still, a good story." Jaden said, picking up the card Cyrus had drawn. Earthbound Spirit. "Well mid-level scares for a mid-level card. Okay Yumei, your turn."

Yumei drew from the large stacked pile of cards revealing the level 5 monster Curse of Dragon. "Okay, I think I have one. It's an American ghost story our older brother liked to tell us to scare us. You see, there's this man who stalks you through your nightmares. And if he ever catches up to you in your dream … you disappear in the real world too."

"Not bad Yumei." Jaden said, that perpetual smile on his face.

"Uhh, this guy doesn't happen to exist does he?" Cyrus asked.

"N-no way Sy, it was just a story." Chumley said once again in the corner.

"Guess it's my turn then." Yuki said with a slightly nervous chuckle as he drew Gaia the Fierce Knight from the pile of cards. "Ohhhh boy, here we go…"

Both Cyrus and Chumley gulped nervously, as Yuki began telling his story.

"Okay, this is another American story Yuri used to tell us. There's this supposedly abandoned summer camp, where years ago someone ended up drowning in the lake…"

"Oh, I heard this one so many times." Yumei said, getting up from her seat. "I'll be back, gotta use the bathroom."

"Anyway…" Yuki chuckled, as his twin sister left the table. "Nobody was watching this poor kid, since they were all occupied with the party that was going on. Poor kid couldn't swim, so he drowned. And his mother, who was so stricken with grief took it out on the counselors."

"What did she do?" Cyrus asked, only to yelp in fright when Yuki drew a finger across his throat.

"But here's the crazy part." Yuki continued. "Apparently her son survived … and witnessed his mother meet her end by the only surviving counselor. And he's been there ever since … making sure nobody returns to the camp. And if anyone else is foolish to try … there never heard from again."

"I-is it over?" Chumley asked from the corner.

"I think so…" Cyrus said, peeking up from where he was hiding under the table. "It's just a story."

Yuki couldn't help but laugh, as Chumley came back to the table. "Yeah Sy, it was just a story. Don't worry buddy, none of that is real … or is it!?"

"BAH!" Everyone shrieked in terror, except for Yuki, as Yumei snuck up behind the Slifer trio. The three boys jumped out of their seats in terror, while the twins laughed hysterically.

"Ohhhh we got them so good!" Yumei laughed, clutching the table for support.

"Yeah, just you wait though. I'll get you back." Jaden said, hoping to draw a high level card to get some payback on the twins for their little prank, but ended up drawing Sinister Serpent. A level one monster.

"Aw, you lucked out." Cyrus whined. "You hardly have to scare us at all with that low card."

"Well I have a story that could work … well actually it's more of a memory." Jaden began placing the low level monster card on top of the one's the group had already drawn. "Back when I was a little kid, I used to hear sounds. But I'd only hear them late at night. I thought I was dreaming, but they sounded like voices … but not one's I recognized. I would go to check it out, but every time I did, there was nothing. Nothing at all except my cards."

"And…?"

"And that's the end of the story." Jaden replied with a shrug.

"That's all?" Cyrus sounded disappointed.

"Well at least the story fit the level." Yumei said shrugging.

"But you guys wanna know something weird? Lately, when I duel I've been hearing those voices again."

Yuki and Yumei shared a look with one another. Could that mean Jaden had the ability to see duel spirits?

"I want to join in the fright fest." Professor Banner said from behind Yuki, making all five students jump.

"You just did!" The Hyoudou twins exclaimed in unison, while Chumley was once again cowering in the corner.

"We're kinda on the edge of our seats here." Jaden said with a shaky laugh.

"Or at least we were." Cyrus said, coming back out from under the table. "But since you're here, why don't you draw a card. The higher the monster's level, the scarier the story has to be."

"That sounds easy enough." Professor Banner said, drawing a card from the pile … revealing it to be Five-Headed Dragon, a level twelve monster.

"Uh-oh…" Yuki said, as he had forgotten he'd put that card in the pile.

"A level twelve monster…" Yumei gulped.

"I think I'll be going to bed now." Cyrus said with a nervous chuckle.

"What's the matter? Don't you student's want to hear about the abandoned dorm?" Professor Banner asked, as his large cat Pharoah leapt out of his arms, and into Yumei's lap.

"Abandoned dorm?" All five students asked.

"No one knows about it, but there was a special dorm at the edge of the forest. However, it was shut down after several students mysteriously went missing." Banner explained.

Cyrus was the first to ask what everyone was thinking. "What happened to them?"

"Nobody knows for sure." Banner continued. "But they say it had something to do with the shadow games."

The color drained from the twins faces, as they looked to one another with terrified looks on their faces.

"Shadow games?" Jaden asked.

"Very dark duels with dire consequences for the looser." Yumei explained.

"They happened a lot in ancient Egypt … and during the Battle City Finals, since three of the four finalists had Millenium Items." Yuki continued where his sister left off.

"How do you…?" Jaden asked.

"That's a story for another time." Yuki said, as Pharoah let out a yawn.

"Well, I believe that's my cue to head to bed." Banner said, picking up the large cat. "Good night."

As the head of the Slifer dorm walked away, Cyrus spoke up. "You know, that dorm may be the building I saw at the edge of the forest."

"Perfect, then you can lead us there tomorrow night." Jaden said, which surprised everyone.

"What do you mean tomorrow?" Chumley asked.

"What do you mean 'us'?" Yuki and Yumei asked in unison yet again.

Unbeknownst to anyone, Dr. Crowler had been listening to the whole conversation. "This is the opportunity I've been waiting for. I think it's time the shadow games made a comeback, Millenium Items and all." He smiled evilly as he walked off, thinking of the perfect person to enlist.

In a dark alley in Domino City, a duel was wrapping up. And the loser of it looked absolutely horrified. "Okay, you win! Just take what you want, and go…"

"What I want is your soul." A tall man dressed in a dark trench coat, trilby hat, and a metallic mask said, holding up a golden inverted pyramid with an eye in its center.

"Please, show some mercy! Let me go!" The loser cried out, as a bright golden light engulfed him. Once the light had vanished, the loser was passed out on the ground.

"Rest in peace … in the shadows." As the dark garbed victor made to finish off his opponent, his cellphone rang. "Speak … Duel Academy. Tomorrow night. I'll be there."

The next day, as usual Jaden and Cyrus were asleep in yet another one of Professor Banner's classes completely unaware that Dr. Crowler was watching from the open doorway.

'This will be the last time you sleep in on a class Slifer slacker!' Crowler thought rather giddily. 'Soon you'll have your real lesson … on the Shadow Games!'

That night, Crowler was waiting on the docks next to the academy lighthouse, when an ethereal fog rolled in. The man in the black coat strode out calmly, sending a small chill up Crowler's spine.

"So you're the one people call the Shadow Duelist?"

"My opponents call me many things. Though most are hard to discern through their shrieks of horror. What's the job?" The man in black asked.

"I want you to frighten someone so intensely, that he'll leave the island and never come back." Crowler explained. "Are you up for the task?"

The man in black nodded in response. "Of course I am. I never turn down a challenge."

"Uh yes, well who do I make the check out to?" Crowler asked, feeling more freaked out by the second.

"Titan. And I will make sure this someone feels the terror of the Shadow Realm." Titan strode back into the fog, as Crowler walked off. However the man in black sensed he wasn't alone. "I know you're here."

"H-hehehehehe… very perceptive." Someone laughed from behind Titan in a low raspy voice. The newcomer strode around Titan, whoever this was, they were covered in a dark hood so Titan couldn't get a good look. "I believe you and I can work together… there's someone on this island I wish to get revenge on… Yuki Hyoudou…" The hooded man looked up at Titan, revealing a set of heterochromatic blue and green eyes.

On the far part of the island, the Slifer trio and the Hyoudou twins were walking through the forest looking for the abandoned dorm from Professor Banner's story the previous night.

"You know, we don't have to think of it as being lost." Jaden said. "Let's think of it as finding other places where it's not."

"Remind me, why we agreed to this again?" Yuki asked his twin, who merely shrugged.

"Well it could be worse." Chumley said, before laughing slightly. "Well, worse for Cyrus anyway."

"And that means what exactly?" Yumei asked.

"We could find a puddle full of dirty swamp water." Chumley replied in a taunting voice.

"Shut up Chumley!" Cyrus huffed. "If I remember correctly, you were the one who refused to take a bath last night, because you were afraid of the water!"

"Well maybe if you cleaned it, it wouldn't look so swampish." Chumley retorted.

"Maybe if you grew up, and started taking showers!" Cyrus fired back glaring at the larger boy.

"Girls, don't fight. You're both pretty." Yumei said, getting between the two Slifers, and shooting them both a look to stop arguing. Which they promptly did.

"Hey guys." Jaden said, getting everyone's attention. He aimed the flashlight he was holding at a spot on the ground in front of them, revealing a red rose on the path in front of them.

"Jaden, check out what's behind it." Cyrus said pointing ahead towards an old run down looking building.

"The old dorm?" Yuki asked looking at Jaden.

"Gotta be." The Slifer replied.

"And it's probably full of ghosts too." Chuley said as a shudder ran up his spine.

"Relax guys, there's no one here." Jaden said, before the sound of a twig snapping nearby got everyone's attention.

"What was that!?"

Yuki whirled around, shining his flashlight in the direction he believed the sound had come from. "Calm down guys, its just Alexis."

"Alexis?" Cyrus asked. "Just what are you doing here?"

"I could ask you the same thing." Alexis replied, her arms crossed.

"Well we heard about the abandoned dorm, and we wanted to check it out." Jaden explained, which made Yumei pinch the bridge of her nose.

Alexis couldn't believe what she was hearing "Well you shouldn't be here. Haven't you heard about the students who've gone missing?"

"Yeah, but that's just a myth." Jaden replied, waving his hand dismissively.

"No it's not, believe me I would know. I mean why else would the academy close this place down. Besides, if anyone finds you here, you'll be expelled."

"Okay…" Yuki said with a slightly skeptical tone in his voice. "Say that's true, why are you here?"

"I have my reasons, that's why!" Alexis snapped.

"Okay, take it easy Alexis." Yumei said with a slightly stern tone in her voice, while she stepped in front of Yuki.

Alexis sighed softly. "Sorry, I didn't mean to snap like that. It's just…"

"It's just what?" Jaden asked.

"One of the people who disappeared from that dorm was my brother." Alexis explained.

Both Jaden and Yuki looked at the rose on the path in front of them. 'Well that explains the rose'

"Hey, where are Jasmine and Mindy?" Yumei asked. "Normally they're always with you."

"They… weren't in class today." Alexis said in a worried tone. "There wasn't any response when I knocked on either of their doors this morning either."

"Huh, now that you mention it, Torimaki wasn't in class today either." Yuki said. "And from what Kai told me after class today, nobody's seen Lance since I dueld him in the placement exam."

"They're probably not feeling too good." Jaden shrugged.

"Jaden." Yuki began, turning to the Slifer student in question. "If her brother really did disappear from this place, this may not be a good idea. I say we go back."

"Well I say we go in!" Jaden said, before running for the door. "See you later, don't disappear!"

"Jaden, wait up!" Cyrus whined, before he and Chuley gave chase, and the twins facepalmed.

"Morons…" Yumei groaned.

"Well, somebody's gotta make sure they don't get into too much trouble." Yuki said, before heading after the three Slifers, Yumei not too far behind her twin.

"I sure hope they know what they're doing…" Alexis said, completely unaware of the hulking shadow behind her.

"You know, this place is sweet!" Jaden said as the five students explored the old run down dorm. "A fresh coat of paint, a few boxes, maybe a throw rug, and we could totally move in here!"

"Are you kidding?" Cyrus asked incredulously. "This place is worse than the Slifer dorm! I mean look at all this stuff." The smallest of the Slifer trio pointed his flashlight to the wall on his right, revealing a stone carving of the seven Millenium Items. The sight of that carving sent a shiver down the Hyoudou twins spines.

"Yu…" Yumei said worriedly.

"Yeah… this isn't good." Yuki filled in, before motioning towards the stone carving again. Six of the seven items were missing.

"The Ring…" Yumie said in that same worried voice, while she stared at the space where the Millenium Ring should be. "It looks almost … filled in. This is bad Yu. Maybe this is why Alexis' brother disappeared."

"Think this could be him?" Jaden asked, handing Yumei an old photo of a male student in an Obelisk Blue jacket.

In another part of the dorm, Alexis woke to find her hands and legs were tied together. "Where am I?"

"Dangling on a hook." A deep sinister voice said.

"Just waiting for your friends to fall into our trap. H-heheheheheheh…" A raspy voice said with a laugh.

"Yuki…" Alexis said worriedly, as a bright golden light shone directly in front of her, causing the Obelisk girl to scream.

"What was that?" Cyrus said, while a chill went down his spine.

"That sounded like Alex-iiiiiiiis!" Yuki cried out, as the the wall that had the stone carving suddenly rotated, taking Yuki with it.

"Yu!" Yumei yelled in fright, before she tried getting the wall to rotate again. But to no avail. The wall wasn't moving, which meant that Yuki was trapped on the other side.

"Don't worry about me!" Yuki said from the other side of the wall. "You find Alexis, and get out of here! I'll try to look for another way out!"

Taking Yuki's advice, the four others ran in the direction that Alexi's scream had come from. It led them down a dark passage, and they only stopped when Jaden noticed something on the ground in front of them.

"This is one of Alexis' cards." He said, picking up Etoile Cyber.

"Well there's only one way she could have gone." Yumei said, pointing her flashlight forward. The way in front of them looked like the entrance to some sort of mining shaft. "This just gets better by the second…"

The four ran down the spooky looking tunnel for a ways, only stopping when they came into a large circular stone room with odd looking lines on the floor. Almost the second they entered, an eerie looking fog formed around their feet. On the opposite side of the room, they saw Alexis who was unconscious lying in a coffin, which was propped up on the stone.

"Alexis!"

"She can't hear you." A deep sinister voice said, before Titan stepped out from the fog. "She's locked away in the Shadow Realm."

"Oh give me a break." Yumie growled.

"Then let me prove it to you in a Shadow Game." Titan replied.

"You're on!" Jaden said, stepping forward, before Yumie threw her arm out in front of him.

"No, he's mine." She said stepping up to face Titan. "Yu and I have experience with Shadow Games. I know what I'm up against here."

On the opposite side of the wall, Yuki made his way forward in search for a way out. Though he was aware that something was off. "I've got a bad feeling about this. I don't think I'm getting out of this without a fight."

'Partner.' Neo's spirit manifested beside Yuki. 'Be careful. I feel a familiar presence close by, and it isn't the presence of an ally.'

"Then we really aren't getting out of this without a fight." Yuki said, readying his duel disk, before noticing two cards on the ground. "Twin-Headed Thunder Dragon, and Queen's Knight…"

'Cards belonging to Fujin and Torimaki.' Neo spoke up. 'They were not ill as Alexis had hoped.'

"Well if they're here, it's up to us to get them out." Yuki said, continuing on. He eventually came across a well lit circular area. And both Yuki and Neo's spirit were right in believing that Fujin and Torimaki weren't sick. Both Obelisks were tied up on posts on the far end of the room, alongside Jasmine and Mindy. And standing in front of them, was a hooded figure.

"H-heheheheheheh… Yuki Hyoudou. We meet again…" The hooded man said with that same raspy laugh.

"Do I know you?" Yuki asked, while his eyes narrowed.

"You should…" The hooded man said, lowering his hood.

"Lance!"

Lance smirked evilly shaking his head. "Only in body I am your rival Lance Osbourne." Lance said, his voice raspy, clearly not his own voice. It sounded like he was being posessed.

"Alright, whoever you are." Yuki began. "Why are you posessing Lance's body, and who are you?"

"You want to know?" The spirit made Lance smirk, before it manifested beside the posessed Obelisk. A spirit with long spiky white hair, and a very malicious expression.

"Thief King Bakura…"