Priests , Atem and Zorc Necrophades ' ka battle ( manga ) Atem faced Zorc Necrophades in a battle , shortly after Zorc had been resurrected by Akhenaden . Atem ' s side comprised himself , the High Priests Shada , Seto and Isis , as well as Siamun Muran , Mana and a number of soldiers . Zorc ' s side comprised himself and Akhenaden , the High Priest of Darkness . The battle ended with Atem sealing his and Zorc ' s souls within the Millennium Puzzle , in a spell that required his name . When replayed in the Shadow RPG , Atem did not know his name , but was aided by his friends from the modern world , who extended the battle . Events . Prior . Zorc Necrophades tempted Akhenaden into creating the Millennium Items , in a ploy to release himself from the shadows . Zorc knew that by giving people the power the summon monsters that they would traffic demons and with that power the ambitious ones would fight among themselves . He counted on this , knowing it would lead one of them to gather the items in one place to resurrect him . In revenge for the Kul Elna massacre , Bakura , King of Thieves corrupted Akhenaden , by sealing some his evil in the Millennium Eye , worn by Akhenaden . As Zorc had willed , this led to Akhenaden inserting the seven Millennium Items into the Tablet of the Pharaoh ' s Memories to complete the Dark Contract to summon Zorc . Per the contract , Zorc bestowed some of his power upon Akhenaden , turning him into the High Priest of Darkness . Battle . Atem , Shada , Seto , Isis , Siamun Muran , Mana and an army of soldiers faced off against Zorc . Atem , Mana , Seto and Isis called upon their ka , Mahado the Dark Magician , Dark Magician Girl , Duos and Spiria respectively . Mana got the Dark Magician Girl to share her power with Mahado and the two attacked Zorc with " Black Burning Magic " . Despite hitting him head on , the attack had little effect . Zorc then launched an attack , which hit numerous soldiers and killed Shada as he attempted to protect Atem . With only two High Priests remaining and Atem too weak to summon any of the three gods , the High Priest of Darkness highlighted the futility of fighting Zorc to Seto . Seto realized that the Shadow Priest was Akhenaden and demanded to know why he had betrayed them . Akhenaden paralleled the look on Seto ' s face to when Seto first saw him with the Millennium Eye and revealed that he was Seto ' s father . With Akhenaden siding with Zorc , Seto could not see him as anything other than an enemy . He ordered Duos to attack , but Akhenaden destroyed it with his shadow magic and claimed that Seto ' s illusions of justice would die with his ka . The Dark Magician and Dark Magician Girl , rushed to Seto ' s aid . Akhenaden then raised the Army of the Dead to fight them and the pharaoh ' s men . The magicians began fighting off the army , but ultimately lacked the power to take them all on and a number of soldiers were killed . Akhenaden teleported himself and Seto to the palace , in the hopes of getting Seto to assimilate Kisara ' s ka Siamun , took the Millennium Key , he had once given to Shada , back from Shada ' s deceased body , and used its power to summon Exodia , the Demon God of the Palace , from its five tablets . Exodia instantly destroyed the Army of the Dead with a single " Exodia Blaze " attack . Siamun ordered Exodia to increase to maximum fire and target Zorc . Zorc became engulfed in flames , but remained unrelenting . Zorc launched with a " Dark Phenomenon " attack , splitting Exodia down the middle . Its destruction drained Siamun ' s ba , killing him . Atem tried fighting Zorc , but his ba fell too low to support his ka , causing the Dark Magician to disappear . The battle eventually ended when Atem sealed his soul and Zorc ' s in the Millennium Puzzle . Aftermath . The Millennium Puzzle , containing Atem and Zorc ' s souls was broken apart , at some point . This caused Atem ' s soul and memories to be broken with it . Among other things , he forgot his name , which was lost in history . Shadow RPG . In the Shadow RPG , Dark Yugi and Dark Bakura replayed the events of Atem and Zorc ' s life , through a tabletop game . This battle was among the events they replayed . In the RPG , Dark Bakura had hourglasses , he could use borrow powers from the sleeping Zorc . He used one to freeze time , immobilizing the bodies of Dark Yugi ' s team , after Bakura , King of Thieves was defeated at Kul Elna . This allowed Akhenaden to take the Millennium Items and insert them into the tablet . With Zorc resurrected , Dark Bakura ' s team ; Zorc and the High Priest of Darkness were at maximum ba , while Dark Yugi ' s team ; Atem and the priests had taken significant damage and could not move due to the hourglass . Since Dark Bakura did not like one - sided games , he informed Dark Yugi that his friends existed in the game world as non - player characters ( NPCs ) and could be his only chance at winning . Dark Yugi pointed out that as a role player , Dark Bakura should have his team members act in character . And as such , the High Priest of Darkness should have the safety of his son , Seto , at heart and stop Zorc attacking . Dark Bakura was willing to stop Zorc attacking , in exchange for Dark Yugi ' s Seto card . Dark Yugi refused to make the trade , so Dark Bakura had Zorc dismiss Akhenaden ' s parental emotions as irrelevant to his cause and attack anyway . The resurrection of Zorc prompted the NPC , Bobasa , to change to Hasan . Hasan stressed the importance of the other NPCs , Yugi , Jonouchi , Anzu and Honda , finding Atem ' s name , which would be written in his tomb . He then flew to Kul Elna where he shielded Atem and the High Priests from Zorc ' s attack . While still immobilized by the time freeze , Atem questioned Akhenaden selling his soul to Zorc . In his response , Akhenaden attacked him with a demonstration of the shadow power it had given him . During the attack , the time freeze ended and Mahado , the Dark Magician , intervened with used his " Afterworld Warp " spell , which absorbed the attack . Yugi , Jonouchi , Anzu and Honda traveled to the pharaoh ' s tomb , where they encountered a portion of Dark Bakura ' s soul . This Dark Bakura faced Yugi in a Shadow Game of " Duel Monsters " , which Yugi won . The Dark Bakura at the RPG table then used the last hourglass to activate Zorc ' s " Natural Catastrophe " ability , causing the World of Memories to sink into the sand , suspecting this would kill Yugi and his friends before they could find Atem ' s name . However they succeeded in finding the name and although they could not read the hieroglyphs , they memorized their appearance . They also made it out of the tomb and came to Atem ' s aid , while he was facing Zorc and engaged in another battle .