Otto, Reggie, Jaden and the others have learned that the final Shadow Rider is none other than Professor Banner! Now they must rise to a whole new level of dueling expertise, otherwise the Sacred Beasts will be unleashed and the world will fall into chaos!

Last time on 'Yu-Gi-Oh! GX'...

Reggie: This is...or was...Professor Banner!

Otto: It can't be!

Amnael: WRONG! That is the body of the one you knew as Professor Banner...

Otto: WHO ARE YOU? SHOW YOURSELF RIGHT NOW!

Amnael: The 7th Shadow Rider...Amnael...

Jaden: GET YOUR GAME ON!

Amnael: ATTACK THEM DIRECTLY, MY ALCHEMY BEASTS!

Jaden: GO, BURST IMPACT! Now all monsters out other than Burstinatrix are destroyed! And you take 300 damage for each of them! Pharaoh, no! That guy's dangerous!

Reggie: Pharaoh's NEVER that friendly to strangers...

Otto: But that would mean that Amnael...

Amnael: ...is no stranger - to Pharoah...or to you...

Reggie: BANNER?! It can't be!

Jaden: Then who's that mummy?

Amnael: That mummy is also me! There is more going on than you can imagine, but the truth will be revealed soon enough...

Score so far:

Otto: 2000

Reggie: 1300

Jaden: 1200

Amnael: 2600

Amnael has been revealed to be the missing Professor Lyman Banner - head of the Slifer Red dorm.

"Professor Banner? You're behind all of this?!" Jaden said, shocked to see the professor he saw as a father figure as the mastermind behind the Shadow Riders.

"Of course, Jaden. But before I defeat you and your friends, I may as well tell you 3 the whole story."

"Hey, we're all ears..." Otto said nonchalantly.

Like Jaden, Otto and Reggie, Banner was also a young duelist with boundless potential. He scoured the earth searching for the rarest and most powerful cards. Banner's travels led him to a lost tomb hidden deep within the sands of Egypt. Inside, the tomb hid the very first Duel Monsters cards. Much like Pegasus years before, he sought out their power. But the tomb was cursed with an ancient magic that science had no answer for. With Banner near death, he placed his soul inside a homunculus - an artificial body made through alchemy. To live, he needs the power of the Sacred Beasts.

"Even if it means destroying the world in the process? We can't let you do that, Banner!" Jaden said proudly.

"You're too late, Jaden. Once you 3 lose, the cards are mine."

"Jaden, we have no choice. We have to finish this...for our friends!" Otto said, spurring Jaden on.

"Well then...BRING IT ON!"

"I believe it's my turn...and I'll start with CHAOS GREED! It works like this - if there's no cards in my Graveyard and if 4 or more of them are removed from play, I'm allowed to draw twice. I'll be placing both draws face-down. Now let's see what you got, Otto..."

With a nod, Otto drew his card. "Here goes! I'll start by setting the Pendulum Scale with Scale 1 General Jade and Scale 8 General Jade! Next I play CARD OF SANCTITY! This forces us to draw until we have 6 cards in our hand! Next up is my own MONSTER REBORN! Return to battle, Big Benkei! Now I think I'll be calling SUPERHEAVY SAMURAI MOTORBIKE to the field!"

ATK: 800

DEF: 1200

"Now to use his ability. Once each turn, I can target a Machine monster I have out and raise its level by 2! And the monster I'm targeting this turn is Big Benkei! Now level 2 Motorbike tunes Level 10 Big Benkei! MAKE WAY FOR THE PAIN TRAIN! I Synchro Summon Level 12 SUPERHEAVY SAMURAI STEAM TRAIN KING!"

ATK: 2000

DEF: 4800

"NO WAY! 4800 Defense Points?!" Syrus gasped.

"And all of 'em coming straight for the Nutty Professor over there! When Steam Train King attacks, it uses its Defense Points for damage calculation! And with only 2600 points left, Steam Train King will easily run over Amnael and wipe out what's left of his Life Points! But first for Steam Train King's ability! I can remove all Spells and Traps from my Graveyard and deal Amnael 200 damage for each card I sent off. Since there's 2, that's 400 damage!"

Amnael: 2200

"Now Steam Train King, ATTACK! END THIS!"

Steam Train King zoomed in, charging forward towards Banner and intending to end the duel. However...

"FOOL! Now I'll be the one taking you...off to the great beyond! I activate...MACRO COSMOS! This lets me remove Chaos Distill from the game and remove you from this world!"

Chaos Distill then exploded and no sooner than that, Otto, Reggie, Jaden, Banner and the others were transported into deep space!

"The power of alchemy flows through me. It has broken our earthly bond and transported us here..."

"Well it won't shake us, Banner!" Reggie called out.

"Perhaps this will. Due to Macro Cosmos, I'm now allowed to summon HELIOS-THE PRIMORDIAL SUN! And its Attack Points are equal to the number of removed from play monsters x 100. Since there are 13, Helios's Attack Points are 1300!"

And that's when their friends appeared...Chazz, Atticus, Alexis...

"They can't hear you, Jaden. They are my prisoners...just like you will soon be. Face it, you 3. This tome is your destiny now. You can not beat me! You don't possess what it takes to win!"

"We shall see about that! My move!" Reggie declared, drawing her card. "I play the Spell Card D/D/D STORM BACK! And since a D/D or D/D/D monster was destroyed since my last turn, I'm allowed to bring all D/D or D/D/D monsters that have been destroyed in the past round back to my field. Return, my High Kings! Next, I'll activate a pair of Spell Cards - DARK CONTRACT WITH THE SWAMP KING and DARK CONTRACT WITH EXCLUSIVITY! First Dark Contract with the Swamp King allows me to fuse my D/D Ghost and D/D Berfomet in my hand to summon out D/D/D ORACLE KING D'ARC!"

ATK: 2800

DEF: 2000

"Now for Dark Contract With Exclusivity. If you were to summon a monster from your Extra Deck with the same method as a monster I control, Amnael...I'm sorry to report that summoning is negated. Since I have Fusion, Synchro and Exceed Monsters out - those summoning methods are off limits to you! I'll end with 2 face-downs."

"That means it's back to me! And I play POT OF GREED! This lets me draw 2 cards! Now it's fusion time! I play Polymerization to fuse Clayman in my hand with Burstinatrix on the field! Come on out, Hero RAMPART BLASTER! Now take it to him! RAMPART BARRAGE!"

Rampart Blaster fired rockets at Amnael, intending to deal significant damage to his remaining Life Points. But Amnael was ready for this attack.

"I play PLANET ALIGNMENT!"

The planets on their deep space field aligned, surrounding their monsters.

"This card's so powerful, it actually warps space! It also destroys all your monsters while dealing the 3 of you 300 points of damage!"

"Hold it right there! I sacrifice my Steam Train King to summon out SUPERHEAVY SAMURAI WARD CHIEF HEAVYSTRONG in Defense Mode!"

ATK: 1000

DEF: 3000

"Heavystrong, protect Rampart Blaster from destruction!"

Heavystrong flew in front of Rampart Blaster, waving its sword in a circle and creating a force field to protect Jaden's monster from being destroyed. Reggie's High Kings, however, were not so lucky.

Otto: 1700

Reggie: 1000

Jaden: 900

"Heavystrong's ability also stops you from battling in your next turn so you can't attack us this time around!"

"Nice move, Otto! I'll throw down a face-down and call it a turn!"

The duel deferred to Amnael and he drew his card for the turn. "Very well. My turn. And I play a Spell, one that's a mouthful - YELLOW PROCESS KITOLENICS! Bt it's also a handful as it allows me to sacrifice Helios The Primordial Sun for HELIOS DUO MEGISTUS! And it gains 200 Attack Points for each of my removed from play monsters - that's 14 cards for 2800 Attack Points! Next I play my QUICK-ATTACK Spell! This lets me call an attack without having to enter my Battle Phase! Now ATTACK JADEN!"

Not so fast! Jaden has a Trap!

"I play A HERO EMERGES! You pick a card from my hand and if it's a monster, I get to summon it!"

"One card? It won't save you. I pick the center one..."

Bad choice, Banner!

"You picked one of my favorites! ELEMENTAL HERO BLADEDGE!"

ATK: 2600

DEF: 1800

That was Rocket Girl's cue to jump in with one of her face-downs!

"How about I give Bladedge a little more firepower? I play my REINFORCEMENTS Trap! This gives Bladedge an extra 500 points until the end of the turn!"

"And that means he has more points than you!"

"Even so, I continue my attack!"

The attack continued, but Bladedge easily overpowered Duo Megistus, destroying it.

Amnael: 1900

"And now I will activate her ability! If Duo Megistus is ever destroyed, she returns with an extra 300 Attack Points! Now destroy Bladedge with SOLAR SINGER!"

This time both monsters were destroyed as they had the same Attack Points at 3100. However, Duo Megistus returned with 3400 points. Banner had Duo Megistus attack once again, this time at the Defense Position Rampart Blaster. Blaster was destroyed but since it was in Defense Mode, no damage was dealt. Luckily, it was Otto's turn.

"My turn now! Draw! I summon a second copy of SUPERHEAVY SAMURAI MOTORBIKE! Next I'll use its ability to double its level from 2 to 4! Now Level 4 Motorbike tunes with Level 8 Heavystrong! I Synchro Summon SUPERHEAVY SAMURAI BRAVE MASURAWO!"

ATK: 2100

DEF: 4000

"Since I don't trust what you have out, I'll just defer to my sister."

"Don't mind if I do, Rocket Boy!" Reggie said as she drew her card. "Normally, both Dark Contracts would cost me 1000 Life Points each turn but thanks to d'Arc, any damage I would've taken gets added to my Life Points instead!"

Reggie: 3000

"I'll lay a face-down and defer to Jaden."

"Here goes...something!" Jaden said, drawing his card. "I summon out...ELEMENTAL HERO BUBBLEMAN! And since he was summoned by himself, I get to draw 2 new cards! Next I play FUSION RECOVERY! This lets me return Clayman and Polymerization to my hand! And next...I'll fuse Avian and Bubbleman to create...the Elemental Hero Mariner!"

ATK: 1400

DEF: 1000

"I'll throw down a couple face-downs then play Mariner's ability! If I have any Spells or Traps on my field, the Hero Mariner...he gets to strike you directly!"

"WHAT?!"

"Go get 'em, Mariner! ANCHOR AWAY!"

Hero Mariner jumped into the air and launched anchors from his knuckles right at Amnael, striking him in the chest.

Amnael: 500

"Impressive. Perhaps you're not the loser I thought you were. But very soon, you'll be joining these friends of yours...IN OBLIVION! Megistus, attack that Mariner with SOLAR SINGER!"

Big mistake!

"Not this time! I play my MIRROR GATE Trap Card!"

Just like that, their monsters traded places!

"Now Ms. Tall, Bright and Firey is battling for me!"

"I play...a Spell! GRAND CONVERGENCE! Its powerful gravity waves destroy all monsters on the field and deal the three of you 300 points of damage!"

Not if the Rocket siblings can help it!

"I play DE-SYNCHRO! This will split Brave Masurawo back into its original counterparts! Now, Otto!"

"Heavystrong, protect Oracle King d'Arc from destruction!"

While Oracle King d'Arc was spared, the other monsters on the field were not. The gravity waves of Grand Convergence destroyed everything in their path.

Otto: 1400

Reggie: 2700

Jaden: 600

Then, of course, Duo Megistus returned to Amnael's field, now at 3700 Attack Points. But Amnael was not done. He then went after Jaden, attempting to eliminate him. However...

"I play my face-down! FLUTE OF SUMMONING KURIBOH! Thanks to this, I can bring Winged Kuriboh out from my Deck and due to his ability, all your damage this turn goes to 0!"

"Not bad..."

That brought it back to Otto.

"My draw! I think I'll Pendulum Summon! Monsters, appear! Meet SUPERHEAVY SAMURAI PRODIGY WAKAUSHI and SUPERHEAVY SAMURAI MONK BIG BENKEI! Now Prodigy Wakaushi tunes with Monk Big Benkei! One more time...MAKE WAY FOR THE PAIN TRAIN! All aboard Level 12 SUPERHEAVY SAMURAI STEAM TRAIN KING! Since I still don't trust your field, I'll pass the turn."

"That means I'm up and the effects of my Dark Contracts go off and thanks to d'Arc, any damage I would've taken go to my Life Points! But this time, I think those Life Points will go to Otto and Jaden."

Otto: 2400

Jaden: 1600

"I'll throw this down and end my turn."

"That means it's my turn! And I'll summon Clayman in defense mode! I'll end my turn with a face-down!"

That's all Jaden could've done. No matter what he does, he just can't seem to beat Duo Megistus. Every time it's destroyed, it just comes back stronger.

"My turn now...and if you thought Helios Duo Megistus was formidable, just you wait! I play RED PROCESS-RUBEDO! And with it, I sacrifice Helios Duo Megistus to summon HELIOS TRICE MEGISTUS! Trice Megistuce gains 300 points for each monster that's been removed from play. Since 15 of my monsters have been removed from play so far, Helios Trice Megistus has 4500 Attack Points! DESTROY CLAYMAN WITH PHOENIX FLARE!"

On that command, Trice Megistus easily destroyed Clayman with a trio of fire streams, reducing Clayman to nothing but ash.

"I play a Trap! HERO SIGNAL! With this, if a Hero gets taken out, I can summon a new one from my deck! Come on out, SPARKMAN!"

"And now that he's on the field, Trice Megistus gets to attack again! PHOENIX FLARE!"

Just like before, Sparkman was easily destroyed and reduced to ash by Trice Megistus.

"Goodbye, you three...this has been quite a year..."

"We're not done yet!" Otto called out, drawing his card. "I'll be Pendulum Summoning Big Benkei and Monk Big Benkei before ending my turn. Rocket Girl?"

With a nod, Reggie drew her card. "Here goes! First the effects of my Dark Contracts kick in and this time, I think Jaden needs the points more than I do."

Jaden: 3600

"I'll leave it at that."

"Get your game...ON!"

Jaden then drew his card. It was a new fusion card...

"Check it out! It's MIRACLE FUSION!"

"MIRACLE FUSION?!"

"Pretty tight, huh? Miracle Fusion lets me take any Heros in my Graveyard and lets me fuse them together! So I'll be fusing Avian, Bubbleman, Clayman and Burstinatrix to create the one and only...ELEMENTAL HERO ELECTRUM!"

ATK: 2900

DEF: 2900

"And Electrum has a very special ability! He returns all monsters removed from play back to the owner's deck!"

"OH NO!"

"Oh yeah!" Otto cheered.

"That means Trice Megistus' Attack Points drop all the way to 0!" Reggie added.

"And I'm afraid this is checkmate! Electrum, end this! ELEMENTAL RADIANT BURST!"

Electrum glowed brightly, engulfing Trice Megistus and destroying it. Banner just smiled. The kid he had treated like a son had passed his ultimate test.

Amnael: 0

Otto, Reggie and Jaden: WIN!

With Amnael's defeat, the Shadow Tome broke, freeing everyone that was held within its pages.

"That's game, Banner..." Jaden said.

"Otto, Reggie, Jaden...listen carefully, my children. You won all those duels fair and square, Jaden. I lied and said you didn't so that I could test the 3 of you and prepare you for the real evil to come...especially you, Jaden. That's why I became a Shadow Rider - not to take over the world, but to stop the one that's truly trying to. To stop him...by forcing you to become a better duelist, Jaden...so that you could face him and hopefully defeat him. You see, the threat is so grave that I had to decieve you. I hope that you can forgive me. Now please...take this..."

"But that's your book, Professor Banner!" Otto said.

"It's mine no longer...and no longer am I of this Earth..." Banner said as he crumbled into dust and the mummy with it.

"So now what?" Syrus asked.

"I guess now we should be on the lookout for some terrible evildoer bent on world domination," Chumley said.

"Well, when aren't we?"

"You got a point there, Syrus."

"Guys, this time it's for real," Otto warned.

"Banner gave his life to prepare us for this evil that's coming and I just hope that whatever it is...we'll be ready. Because whatever it is will be unlike anything we've faced before..." Jaden said in a dire tone, holding Banner's book. The true final battle was at hand.

Banner's been defeated, but who is the true evil mastermind behind the Shadow Riders? Find out NEXT TIME!