The clouds obscured the moon over Academy Island. On the north side of the island, a creepy and abandoned building came into view. It had broken windows, vines creeping up its walls and other signs showing that no one had lived in it for a long time. Despite its condition, it still stood from end to end. At the entrance stood a blond-haired girl in a blue uniform, with a rose in her hand. Alexis stared at the building with a sorrowful look on her face. She then took a step forward and placed a rose on the ground.

'Be at peace brother. Wherever you are.'


At the red dorm, Jaden, Syrus and Chumley were sitting around a table in the cafeteria.

"I went out into the woods and, underneath the full moon, I saw a path leading to a cavern that seemed abandoned. Then, at the back of the cavern was a mysterious lake. So I go in to look at it and at the very bottom under just the right angle of light, I see a rare and powerful card beyond my reflection. Naturally, I go and 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! Ahh! Help me! Not the water! Not the water!"

"Water's not scary." Jaden said.

"Not even dirty swamp water?" Syrus asked, glancing at Jaden who simply shook his head and the little Slifer sighed before muttering, "You're right. Only a chump would be afraid of a story like that."

No one noticed that Chumley had taken up a fetal position in the far corner of the room.

"Still, a good story, mid-level scare for a mid-level card." Jaden said, handing Syrus the level four Earthbound Spirit.

"All right. Well I think I have a story that'll do the trick. Actually, it's more like a memory. Back when I was a kid, I used to hear sounds. But I'd only hear them really late at night. I'd think I was dreaming, but then... They sounded like voices, but not ones I recognized. I would go to check it out, except whenever I did, there was nothing, nothing at all. Just my cards."

"And?" Syrus and Chumley leaned forward expectantly.

"And that's the end of the story."

"Whoa! But you want hear something strange? Lately, I've started hearing them again."

"HA HA HA HA HA HA HA HA HA! Hey I want to join in on the fright fest." Banner's voice spoke loudly near the three Slifer students. Chumley ran to the wall again and Syrus fell off his chair. Only Jaden remained sitting, although he was no less surprised.

"You just did!"

"We're kind of on the edge of our seats here."

"Or at least we were a second ago." Syrus got up and sat on their chairs again. "But since you're here why don't you draw a card? The tougher it is, the scarier your story has to be," Syrus explained.

"Oh well that certainly seems simple enough. Let's see here." Banner flipped a card his with hand, the other holding Pharaoh against him. It turned out to be F.G.D.

"Whoa! That's a level twelve monster."

"Yeah, I think I'm gonna go to bed now."

"Ha ha ha ha ha ha ha ha ha. What's wrong? Don't you want to hear about the abandoned dorm at the end of the island?"

"Abandoned dorm?"

"Yes. Not many people talk about it, but there was once a special dorm set at the edge of the forest. It was shut down after several students mysteriously disappeared."

Syrus gulped. "Where'd they all go?"

"Well that's the mystery of it. But the rumor was that it had something to do with shadow games."

"Thanks! You can stop now." Chumley was away from the table, apparently still frightened.

"You see kids, shadow games are duels played with powerful mystical items."

"Millennium Items right?" Jaden sounded almost bored. "I've heard about this, but it's not true."

"I don't know Jay. I've heard pretty convincing stories about it. An eerie darkness, not being able to see anything beyond the duel you're in, pain coming from every hit you take and if you lose… BAAM!" Syrus and Chumley fell over as he suddenly raised his voice. "Your soul's gone, just like that." Jeremy laughed a little at having scared his friends.

"Yes. Most people don't believe in shadow games now a day. But I find that most stories, well they generally have to come from somewhere." Pharaoh meowed, catching his master's attention. "Well I think that is my queue to get back home."

"Later."

"You know guys, there is this creepy building I saw in the forest once."

"Sweet! Then you can lead the way for us tomorrow night."

"Huh!? Wait a sec. What do you mean us?"

"Ahh come on you two. It'll be fun."

"Yeah, fun."

"Aw man."

Just outside of the room, Crowler was listening to the three Slifer students. "This is just the opportunity I've been waiting for to get rid of them. I think it's time the shadow games made a come back. Millennium Items and all."


Elsewhere, in a darkened and remote alley, two men stood surrounded by an eerie fog that reached up to their waist level. One of them was bald, wore black glasses, a t-shirt of the same color, a pair of army pants, a duel disk on his arm and clutched his heart with one hand. The other was clad in a black trench coat with a gray belt, a circular hat and a strange mask over his face. He had a different shaped duel disk on his arm and a chest piece that went with it. In one hand a held a golden colored pyramid shaped puzzle with an eye on the front. "Okay, okay you won. Please, just take whatever you want and go," the bald man pleaded.

"What I want, is your soul." His puzzle shone brightly as he talked.

"No please! Show some mercy!"

"Mercy? You want mercy? I'm afraid I don't know what that means." When the light from the puzzle died down, the other man was lying on the ground and wasn't moving. "Rest in peace. In the Shadow Realm." A cell phone rang from one of the survivor's pockets. He picked it up and talked in his sinister voice. "Speak." The person on the other end of the line spoke briefly. "Duel Academy? Tomorrow night? I'll be there."


The next morning Jaden and Syrus were sitting in Banner's class. Jaden and Syrus were leaning against each other, both asleep and snoring lightly. "The philosophy of dueling went through a second renaissance with the rise of what some historians dub, virtual dueling."

At the same time, Crowler was looking at them through a small opening in the classroom's doors. 'Sleeping through yet another class. But you'll have a make up lesson soon enough. A lesson in the shadow games.'


Later that night, the Obelisk Blue's headmaster was waiting at the docks. Soon after, the man he'd called the previous night walked up to him. "So you're the one they call the Shadow Duelist."

Fog seeped from around him, encircling both men. "My opponents call me many things. Most of which are hard are to discern through their shrieks of sheer terror. But enough small talk, what's the job?"

"I want you to frighten a student so intensely, that they leave this academy and never come back. Up to the challenge?"

"Of course. I never back down from a challenge. So who are these students?"

Crowler handed him a large brown envelope. "All you need to know is in here. The targets' names, their pictures and where they'll be tonight." The black clad man took the envelope and opened it up. He briefly scanned its contents and put them back in. "One last thing, to what name do I make the check out to?"

"Just make it out to Titan. Now then, I should get going. Pleasure doing business with you." With that he 'slid' away from Crowler and disappeared into the background.

One thing that neither of them had realized, was that they weren't the only ones in the area. A short distance from them, another dark figure had been watching and listening to the conversation. "Shadow duelist huh? Pah! What do they know about it? But those students might be of interest. I think it's time that the Shadow Realm returned to this world, not just a bunch of cheap tricks." The figure then 'melted' into the shadows with its destination in mind.


In the forest, the three Slifer students were wandering about, each carrying a flashlight and Chumley with a backpack. "I mean you could look at it as being lost, or you could just say we found a couple of places where it's not."

"Yeah well we've been finding places for over an hour now. But I guess it could be worse for Sy."

"For Sy?"

"We could be near a lake of dirty swamp water."

"Very funny. But you were the one who refused to take a bath because you were scared of the bath water last night."

"Really? Chumley you scare too easily," Jeremy commented.

"Well maybe if Syrus cleaned it once in a while it wouldn't look so swampish."

"Maybe if you grew up and started to take showers."

"Come on guys. This isn't going to help." Syrus and Chumley quieted down and continued their walk in silence. After a while, they eventually arrived in front of an old abandoned building.

"Hey check this out." Jaden pointed his flashlight at a rose on the ground in front of the gate.

"Check out what's behind it. The old dorm."

"And probably lots of ghosts too."

"Relax Chumley. Ghosts don't exist and nobody's here but us."

"What are you three doing here?" A voice asked. Syrus and Chumley hugged each other in fright. Jaden turned around to see Ryan standing not far behind them with a open book in his hands.

"I'd like to know that as well." Alexis added.

"We heard about the abandoned dorm and wanted to check it out."

"Haven't you heard. This place is off-limits to most students." Ryan informed the three Slifers. "After what happened last year, that comes as no surprise."

"Kids have a way of disappearing around here." Alexis continued. "Believe me I know; why else would the Academy close this place off?" She told them. "If you're caught here, you'll be expelled."

"Then what are you doing here?" Jaden asked.

"I have a pretty good idea why Alexis is here." Ryan took out his PDA and showed the three Slifers a picture of a brown-haired teen in a senior Obelisk Blue uniform.

Alexis was shocked when she saw the picture.

"How did you..." She stated, surprised to see the picture. "That's a picture of my brother. He's one of the kids that disappeared."

'That explains the rose...' Jaden thought.

"If Alexis' brother disappeared… Then the rumors aren't just rumors. I say we go back Jaden."

"Yeah? Well I say we go in. Who's with me?"

"Alright, follow me." Ryan instructed the three Slifers.

"Why?" Syrus asked.

"I have permission from Chancellor Sheppard to be here. My reason for coming to the Abandoned Dorm is to determine the reason for all those students disappearing around this area last year."

"So, if we follow you we're less likely to get in trouble." Syrus's eyes widened in realization. "That's good to know."

The four began to walk towards the dorm.

'I hope you guys know what you're doing.' Alexis thought when a shadow appeared and snatched her.

"Aaaah!" Alexis screamed.


"This place isn't so bad." Jaden laughed.

"You kidding? This place is worse than the Slifer Dorms! I mean...look at this!" He pointed his light to a nearby wall. On it, was a large amount of symbols and letters carved or painted on.

Ryan had separated from the group to get more information on the missing students.

"Do you think it has something to do with the Shadow Games?" Chumley asked.

Jaden inspected the symbols on the wall.

"These look like the 7 Millennium Items." Jaden said.

In another part of the dorm Alexis woke up in a coffin with her wrists tied together.

"Where am I?" Alexis asked.

"Dangling on a hook, just waiting for your friends to fall into my trap." A sinister voice said.

"Who's there?" She asked as a golden eye flashed in front of her causing her to scream.


With Ryan

"Who's scream did I just hear." He cut his investigation short in another part of the abandoned dorm and ran off to find out who it was that had just screamed.

He soon met back up with Jaden and his roommates.


From their area the boys heard it.

"What was that?" Syrus asked.

"That sounded like Alexis!" Jaden said as they ran down the hallway where the scream came from. As they reached the bottom of the staircase Jaden bends down and picks something up off the floor.

"Etolie Cyber? Why's this here?" Ryan questioned after picking the card up. "We just saw Alexis outside the Abandoned Dorm."

"Well there's only one place she could have gone." Chumley said, pointing down a dark hallway.

"In that case, let's go." Ryan said.

They enter a round room and see Alexis lying motionless in a coffin.

"Hey Alexis." Ryan called out when they heard laughter.

"She can't hear you she's far away, locked in the Shadow Realm."

"Who's there?" Jaden asked as Titan emerged from the fog.

"If you wish to save her you must first beat me in a shadow duel." Titan said.

"He's not looking at me is he?" Chumley asked.

Ryan stepped forward and activated his Duel Disk after raising it up. "This guy's mine. I never did believe in Shadow Games."

"The others didn't believe in the shadow games either, but they were soon convinced. For you see, when you lose in a shadow game, you don't just pay with your life-points, you pay with your soul."

"We'll see. Let's duel."

"I think you mean Shadow Duel." Titan said, activating his duel disk.

"You're going down." Ryan responded.

Ryan: 4000

Titan: 4000

"Prepare yourself fool, to enter the shadows. I summon Infernalqueen Archfiend in attack mode!" Titan said summoning a bone covered creature in robes.

Infernalqueen: 900/1500

"Archfiends, huh? Don't you have to pay 500 life points every turn to keep it on the field."

"He he he not anymore I don't. Not after I play this spell card Pandemonium!" Titan inserts a card causing a bright light to shine across the field blinding everyone. When they open their eyes they see bones of various monsters everywhere and a lava pool in the middle.

"Talk about spooky." Ryan commented.

"And it doesn't just change the scenery, it changes the rules. Now, I don't have to pay life points in order to keep my archfiend on the field. Also, if they're destroyed I can add another one right into my hand." Titan smirks.

"I know what you're thinking, foolish boy. Your friend's fate is all but sealed." Titan said as the coffin holding Alexis is closed and disappears into the ground.

"Bastard." Ryan growled.

"That's not fair!" Chumley said.

"Give her back!" Jaden said.

"What have you done to her?" Syrus asks.

"The same thing I am going to do to all of you if you continue to pester and annoy me!" Titan scowled.

"You still have to worry about me." Ryan drew a card. "I play Iron Knight Gearfried."

Gearfried: 1800/1600

"Then I equip it with Smoke Grenade of the Thief."

"Why? Gearfried destroys any card equipped to it." Syrus was confused with his move. Smoke Grenade was destroyed by Gearfried's effect.

"Now I use Smoke Grenade of the Thief's effect. When it's destroyed by another card while equipped to a monster, I look at your hand and send a random card in it to the graveyard."

It was Desrook Archfiend.

"Then I place a card face down."

"Too bad you won't have a chance to use it. I summon Terrorking Archfiend in attack mode!" Next to Infernalqueen a large red Archfiend with a red crown on his head appeared.

Terrorking: 2000/1500

"Now you have two Archfiends to deal with and thanks to Infernalqueen's effect, Terrorking attack points increase by 1000 making him more fiendish than before." More purple energy surrounds Terrorking.

Terrorking: 3000/ 1500

"3000 attack points? I've dealt with worse." Ryan stated.

"That's right and now I'm going to use them. Terrorking attack Defender! Locus Storm Barrage!"

Terrorking's chest opens and a swarm of locusts flew out heading straight to defender.

"I don't think so. I reveal the Draining Shield trap. This stops your monster's attack and then I gain life points equal to it's attack."

"You really think you can bait me into a trap? Look around you and tell me who's trapped." Titan chuckles.

"What do you mean?" Jaden asks.

"I mean your trap won't work on Terrorking. It simply activates his special ability, an ability that will determine your monster's fate by chance." He explained as 6 different colored balls rose from the lava pool. "You see when he's targeted by an opponent's effect Terrorking's ability gives me a gambling chance. A number between 1 and 6 is chosen at random and if it happens to be a 2 or 5 the trap is destroyed and my attack continues." Titan said as a flame moved from ball to ball.

"It's okay the odds are way in Takeru's favor." Chumley said in hope.

"You flunked math Chumley." Syrus reminded him.

"Nuh huh I got a 54." Chumley said.

"That's still a fail." Jaden said.

The flame slowed down until it stopped on 2 causing Titan to grin.

"Now your trap is useless." Titan said.

Titan: 4000

Ryan: 2800

"Now the Shadow Game has truly begun! Don't your life point seem so utterly significant with your life on the line?" Titan laughs as he holds up his pendant and a bright light engulfs Ryan.

"What's going on?" He asked.

"It's the way of the shadows fool! Transcending the game and attacking your body!" Titan said.

"My turn." Ryan drew the top card of his deck. "I activate Hammer Shot. This destroys the monster with the most attack on the field."

Titan grins as the blast gets closer.

"This can't be good." Jaden said.

"I activate Terrorking's effect once again. Spin Roulette." Titan said as the flame moved around the balls once again.

"Oh no it can't land on a 2 or a 5 again." Syrus said.

"Fingers crossed guys." Jaden said.

Unfortunately, the flame stopped on a 5.

"Looks like I win again. I guess fate isn't on your side half the time. And now you will pay the price!" Titan laughs.

"Why are you laughing?" Ryan questioned. "Terrorking's effect won't stop Hammer Shot."

"What!" Titan exclaimed in shock.

"It's effect doesn't target monsters." He quickly explained.

Terrorking Archfiend then exploded after Hammer Shot's effect resolved. Titan angrily growled after losing Terrorking Archfiend.