Aknadin Aknadin , known as Akhenaden in the manga and Japanese version , is the father of High Priest Seto and younger twin brother to the former Pharaoh Aknamkanon , thus making him the uncle to the current Pharaoh Atem . He was also the first owner of the Millennium Eye and the creator of all the Millennium Items . His name corresponds to the former real - life Egyptian pharaoh , " Akhenaten " , who reigned during the 18th Dynasty . Biography . Creation of the Millennium Items . Aknadin was the advisor and brother of Pharaoh Aknamkanon . While he loved his brother dearly , he was secretly resentful of his brother for being Pharaoh while he was relatively unimportant . When Egypt was under attack , Aknadin pushed his brother to fight back and protect his people , but Aknamkanon refused on the grounds he wanted peace . Eventually the invading armies grew too close to the palace to be repelled , and Aknadin suggested using a spell from the Millennium Spellbook ( " Millennium Tome " in the manga ) to create the Millennium Items . Faced with the undeniable fact his kingdom may be destroyed , Aknamkanon agreed . It is later revealed in the manga that Zorc Necrophades had lured Aknadin ( most likely with promises of his legacy obtaining the throne from his brother ) to translate the Millennium Tome ( hence the Shadow Alchemy and the events of Kul Elna ) in order for him to be brought back into the world . Aknadin abandoned his son Seto and his wife for fear his actions would later cause criminals to target them , as well as to shield them from prejudice . Aknadin led a group of soldiers to the village of Kul Elna , where he ordered the thieves there killed , and their blood collected for the ritual to create the items ( in the English anime , the souls of the thieves are collected , although it is indirectly implied they are still killed ) . The only survivor of this slaughter was Bakura . The slaughter was so horrific that Aknadin never told his brother of it , and had all the soldiers he had taken brainwashed so as to forget the incident . Aknadin succeeded in crafting the Millennium Items , but a chasm opened in the chamber where the ritual has taken place . Zorc Necrophades rose from the chasm and ensnared Aknadin , presumably to kill him . Aknadin gouged out his eye and placed the Millennium Eye into the socket , using its magic to protect himself and repel Zorc . On the journey back to the palace , all the soldiers but Aknadin fell , and only he survived . Upon the invading army ' s attack , Aknadin , his brother and five other priests used the Millennium Items to hold them at bay and defeat them . Aknadin would later remain a member of the Sacred Court after his brother sacrificed himself and his son Atem took the throne . Aknadin also witnessed his son Seto ' s rise to power as the High Priest and holder of the Millennium Rod . Aknadin was amazed his son had made his way from peasant to priest despite him abandoning him , and spent all his spare time training Seto , although he never told him they were related . Both Seto and Atem were unaware that they were cousins , although if Atem knew Aknadin was his uncle or not is not addressed . Despite his outward personality of being loyal to the pharaoh and his kindness and mercy to criminals , Aknadin ' s inner jealousy caused him to desire Seto becoming the pharaoh more than anything else , and Aknadin would in truth despise his brother and nephew , who took the kingship that Aknadin desired for himself and his son . Despite the extremes he took , he did end up getting his wish , but ironically it came from Atem ' s own will and generosity . It is assumable that Aknadin was very happy about this and that his anger , envy and corruption , was finally laid to rest , since he no longer had a reason to feel those emotions . Millennium World . In the Millenium World arc , when Thief King Bakura attacked the Royal Palace and accused Atem ' s father of slaughtering his village , the Sacred Court denied such claims , but Aknadin was horrified to realize Bakura must have survived the destruction , and as a result of the rage and evil that surely had taken root in him , the power of his " Ka " " Diabound " would be nearly limitless . Using the power of his Millennium Ring to get past the guards , Bakura would later attack Aknadin at the palace itself , and promise him Aknadin ' s dark side would be brought out . Aknadin ' s jealousy towards his brother is exposed by Zorc and he eventually becomes convinced that his son should be Pharaoh instead . In an act that would ultimately lead to Atem ' s defeat ( but not death ) , he attacked the stone tablet that housed Slifer the Sky Dragon , weakening it for Bakura to defeat it and cast Atem into a chasm . Aknadin then had several prisoners , including the young girl Kisara , taken to a secret underground arena where he made them battle each other using their Ka . When Seto found him , Aknadin explained he ( Seto ) would be the next Pharaoh , and he was simply doing his duty to him by creating an army for him : by having the prisoners fight , their evil souls grew stronger and their ka more deadly . When Aknadin ordered Kisara to battle , Seto stepped in to save her at the risk of his own life , refusing to let Aknadin kill her or to extract her Ka , the White Dragon . Aknadin accompanied the attack on Kul Elna , where he and the priest Shada found the tablet for Bakura ' s Ka Diabound . When Shada attempts to tell the other priests , Aknadin knocks him unconscious and takes his Millennium Key . During this time , Bakura had been defeated by Atem , Mahado ( Mahad in the English anime ) and Mana . Overseeing the events , Yami Bakura used a talisman to freeze time , while Aknadin collected the remaining Millennium Items from the incapacitated priests and placed them in the Millennium Stone to call Zorc . Transformation into the " Great Shadow Magus " . Zorc endowed Aknadin with the power of the shadows and transformed him into the Great Shadow Magus ( known as High Priest of Darkness in the manga and Japanese anime ) . Aknadin then proceeded to tell Seto of his royal lineage , encouraging him to join him and rule the world with him and Zorc . Seto refused , and Aknadin attacked , only to be repelled when Hassan stepped in to protect them . During this time Yami Bakura used the power of the Millennium Items to revive Bakura and Diabound , who distracted the priests while Akhenaden drew Seto into a portal to appear at the palace , where he had also teleported Kisara . Seto protected Kisara once again , and Kisara responded in kind by calling forth the White Dragon to battle Aknadin . Aknadin sealed the White Dragon in stone before killing Kisara herself ( Kisara ' s spirit is sealed with the White Dragon in the English dub ) . Seto responded by summoning the White Dragon himself to strike down Akhenaden before stabbing him and killing him . Aknadin sent his spirit into Seto , and controlled him to attack Atem who had just arrived . Atem was overpowered , but the spirit of Kisara in the form of the White Dragon entered Seto ' s mind , where she killed Aknadin for good ( in the English dub , Aknadin is sent to the Shadow Realm ) . At the end of the ceremonial battle , Aknadin is seen as one of the souls waiting for Atem in the after life . Because of this it is presumed that Aknadin saw what Atem did for Seto by giving him the throne and forgives Atem as well as his older brother . Yu - Gi - Oh ! GX . In the English dub , after losing to Jaden , Mr . Stein quoted Aknadin ' s words to Atem ; but before ending them he was interrupted , so the quoted sentence remained unfinished . ( " He , who sets on high , has the furthest of all . . " . The full quote is most likely " He who sets on high has the furthest of all to fall . ) In the " Yu - Gi - Oh ! GX " manga , Aknadin appears as one of three priests who seal Tragoedia after judging him . Abilities . As the Dark Priest Zorc , he has demonstrated the ability to project dark energy blasts , open portals , summon destructive monsters , and cast dark energy bolts from its eye , capture the Blue - Eyes White Dragon in a spellbinding circle , and seal it in a stone , and infiltrate people ' s minds , putting them under his control .