Nightshroud Nightshroud , known as Darkness in the Japanese version , is a malicious spirit and the progenitor of the World of Darkness in " Yu - Gi - Oh ! GX " . He has the ability to possess humans , and is partially responsible for the Abandoned Dorm incident . He briefly appears as a minor adversary in the first season and second season , and later returns as the main antagonist in the fourth season and final threat of the " GX " series . He shares many similarities with Yami Bakura , in that he initially requires a host , and is a recurring villain who eventually turns out to be the series ' final antagonist . Design . Appearance . Nightshroud ' s character design was overseen by Kenichi Hara . While possessing a host , Nightshroud wears a tight - fitting overcoat with raised shoulders and waistline and gold and green trimmings . His dark dragon mask , resembling the head of " Red - Eyes Darkness Dragon " , is completely black with the exception of its blue eye - pieces and a red stone in the center of the forehead . In this incarnation , the bangs closest to his face are positioned in front of the mask . Immediately before Yusuke ' s fall , Nightshroud ' s energy form is glimpsed as an immaterial spirit , with a body swathed in black smoke . He has two long , gangly arms ending in claws , and no legs . His true form is a cloaked skeleton with glowing blue eyes resembling a Grim Reaper . He wears grey and red robes with gold trim , and has a dragon - shaped skull for a head with horns at the back of it , with the same shape as the mask his previous hosts wore . In this form he does not use a Duel Disk - instead , he grows five wings , each serving as one Monster Card Zone and one Spell and Trap Card Zone apiece . His cards materialize directly into his hands - his Deck is unseen . Personality . Nightshroud is a calm individual with the belief that individuality , hope , and bonds are what bring about people ' s suffering . He believes himself to be a " savior " and that complete peace can be brought into people through complete nullification ( giving people neither hope nor despair ) . Nightshroud rarely loses his composure in conversations or Duels unless he is tricked or caught off - guard , especially if it relates to darkness within people . He sees people as beings that will eventually enter his world , but sees people with Duel Monster Spirits inside them as " foreign objects " that must be eliminated . When individuals show fortitude against Nightshroud by using hope and bonds , he will become determined to use anything he has to destroy all hope and bonds that people have within themselves and give himself a better advantage such as using illusions to trick his opponents , using any darkness they have against them , or using his opponent ' s Duel Partners against them . According to himself , Nightshroud follows the logic and truth of the world and thus has no actual desires . Voice / Mannerisms . In the Japanese version , Darkness uses the word " ware " ( 我 ) to refer to himself and " waga " ( 我が ) as a possessive pronoun , a very polite and business - like way of doing so . This also speaks to the age of Nightshroud , as this way of speaking is no longer widely used and has not been since Japanese Feudal times . Abilities . Nightshroud is a supernatural entity capable of possessing other individuals . He was capable of possessing both Atticus Rhodes and also Yusuke Fujiwara . His means of possession however seem to differ from person to person . In Atticus ' case , he was only capable of exerting his control through " Red - Eyes Darkness Dragon " and " Red - Eyes Darkness Metal Dragon " and once Atticus stopped using both cards it ceased any influence Nightshroud had over him . In Fujiwara ' s case it seemed to be in full control over him , mostly due to his negative feelings . Regardless defeating the possessed individual in a Duel will render the control null . As seen with the aforementioned " Red - Eyes " monsters it is implied he is capable of upgrading monster cards . Even when possessing individuals Nightshroud is able to do so only through mere parts of him . This enables him to survive despite even losing a Shadow Game in which his soul is gambled . Being the origin of the World of Darkness he has full control over the dimension , being able to direct and likely create the army of Trueman to assault the human world and imprison nearly all of the planet ' s inhabitants into his own world . Due to being born out of the darkness of human hearts , Nightshroud is essentially eternal and omnipresent , and therefore cannot be permanently defeated although he can be fended off . Biography . History . Yusuke Fujiwara learned about Nightshroud before the incident at the Abandoned Dorm , heading to the Dorm ' s subterranean Duel arena in order to perform a ritual to free it and gain its power . However , Atticus Rhodes , Yusuke ' s friend , followed him and became caught up in the ritual . Yusuke disappeared , giving Atticus the Nightshroud mask as he no longer needed it . Atticus resisted Nightshroud ' s influence from then on , until he was forced to embrace it and become its host in order to survive the Dorm ' s events . He encountered and defeated the Gravekeeper ' s Chief , obtaining half of a Shadow Charm pendant . Shadow Riders . Nightshroud is introduced as the first of the Shadow Riders to challenge Jaden Yuki , who had by that point become the owner of the other half of the Shadow Charm pendant ( Nightshroud showed a desire to gain the Sacred Beasts , but it wasn ' t explained why ) . Transporting Jaden Yuki , Alexis Rhodes , Syrus Truesdale , and Chumley Huffington to the Academy ' s volcano , Nightshroud sets a Shadow Game in which the loser would have his soul sealed in a card , using Syrus and Chumley as insurance , trapped inside an energy bubble over lava that weakens as Jaden loses Life Points . Nightshroud uses his " Red - Eyes B . Dragon " to gain an early advantage , but when Jaden begins to counterattack , Nightshroud calls out his " Red - Eyes Darkness Dragon , " which grows stronger for each Dragon in his Graveyard , destroying Jaden ' s " Elemental Hero Tempest . " Jaden is able to split Nightshroud ' s monster in two with " Wild Half " and reduce the ATK of the copies , then attack them both with " Elemental Hero Wildedge " to win the Duel . When defeated , Nightshroud ' s soul , represented by the mask he wore , is sealed away , and Atticus , who had been the dark personality ' s vessel , is freed . Society of Light . During the Genex Tournament , Atticus uses Nightshroud ' s Deck in hopes of convincing his friend , Zane , that the dark path taken by a Duelist is a terrible course . As a result of playing his " Red - Eyes Darknesss Dragon " , Nightshroud ' s dark aura begins to resurface . Atticus is able to resist him and nearly win the Duel , but Zane protects himself with his " Power Wall " Trap Card , throwing most of his Deck out in disrespect . This action causes Atticus to believe that Zane can ' t be helped , and the influence of Nightshroud that lay dormant within the card is once again able to take control of Atticus . Nightshroud immediately destroy s Zane ' s last monster , leaving him with three cards in his Deck , but Zane is still able to bring out his " Cyberdark Dragon " , absorb the strength of " Red - Eyes B . Dragon " and destroy " Red - Eyes Darkness Dragon " to win the Duel . As a result , Nightshroud is banished back to his prison following his defeat . Darkness . He makes a subsequent return after Jaden accepts Atticus ' proposal for a rematch to discover Nightshroud ' s secrets . Atticus also has nightmares about the day he became Nightshroud ' s host , which reveals he was not the first or only person to take up Nightshroud ' s soul . Adding to the mystery , while visiting the arena underneath the Abandoned Dorm , Atticus is attacked by the Duel Monster Spirit Honest , which is disguised as Yusuke Fujiwara , knocking him unconscious in the process . After he recovers , Jaden visits Atticus in the nurse ' s office and Atticus comes up with the idea of having Jaden Duel Nightshroud ( despite the obvious dangers ) in order to uncover the entity ' s origins , which he does . Despite the use of " Red - Eyes Darkness Metal Dragon " , Jaden wins again , so Atticus once more stays free from Nightshroud . Nightshroud later appears to Atticus during the final stages of Trueman ' s siege at Duel Academy , still in Fujiwara ' s body , who has completely fallen under Nightshroud ' s influence and adopted its doctrine . He reveals himself as the mastermind behind the Trueman attacks and is thus the main antagonist of the events . Here , too , his true intentions and motivations are revealed . Nightshroud wanted all humans to be taken into the World of Darkness where they will ultimately give up on their own lives , because while in the dark world , they would be mentally tortured by visions of failing at their hopes and dreams . They would then become a single entity , sharing all joy and all suffering . Nightshroud claimed his actions are justified in that , with no more individuality , humanity ' s suffering will finally end . He Duels Atticus , who uses Nightshroud ' s former " Red - Eyes " Deck after modifying it , and shows him a vision during the Duel that leads Atticus to believe he ended it in a DRAW , exploiting the darkness in Atticus ' s heart . In reality , Nightshroud had used the effect of his " Clear Vice Dragon " to prevent its destruction , allowing it to defeat Atticus and absorb him into the World of Darkness . Nightshroud is then challenged to a Duel by Jaden and Jesse Anderson . He accepts on the condition that it be a Battle Royal , attempting to search for the darkness in Jesse ' s heart . Despite the attempts of the " Crystal Beast s " to prevent him from finding out , Nightshroud was able to gleam that Jesse wanted to defeat Jaden , and he appeared to have briefly turned the two against one another , but they instead used their attacks on one another to gain advantages against Nightshroud . Though he defeats Jesse when Jesse sacrifices himself to protect Jaden , Jaden summons " Rainbow Neos " and empowers it with " Honest " to defeat Nightshroud ' s " Clear Vicious Knight " as well as purge Nightshroud from Fujiwara ' s body and destroy it . However , this did nothing to stop Nightshroud , as only part of him was destroyed , and Nightshroud then appeared in its true form . Nightshroud revealed that it created an artificial eclipse over the planet with its own dark world , blocking out the sun and pulling all humans into the dark world . This left Jaden , Pharaoh the cat , and the immaterial Lyman Banner as the last living things on Earth . Nightshroud challenges Jaden to a final Duel , viewing Jaden as a " foreign object " that didn ' t belong in either world because he held a human spirit and a Duel spirit ( referring to Yubel ) , and thus should be removed . Nightshroud reveals its origins , saying that in every person there is insecurity and inner turmoil : hopes and dreams failing before fear and guilt , creating " darkness " , and itself as well . Nightshroud adds a justification to its actions , saying that it ' s natural for its world to replace the human world . He begins locking Jaden down with his " Darkness , " " Zero , " and " Infinity " combo . Jaden is able to work his way around it , until Nightshroud Summons " Yubel " from Jaden ' s Deck . Jaden is able to reclaim Yubel with " Super Polymerization " , fusing her with " Elemental Hero Neos " to create " Neos Wiseman , " which turns the tables completely in Jaden ' s favour . Claiming that humanity will lead themselves into ruin , Nightshroud shows Jaden a vision of a ruined future , but Jaden vows not to let it come to pass . Nightshroud is able to take control of the Duel again with " Darkness Seed " , allowing him to continually restore his Life Points to 4000 . He then calls out his 4000 ATK " Darkness Neosphere " and destroys " Neos Wiseman , " but Jaden in turn permanently disables Nightshroud ' s " Darkness " combo . During the Duel , Jaden reaches out to the humans trapped in the darkness , and reminds them of all of their bonds with each other . The trapped humans eventually free themselves , after which Jaden defeats Nightshroud with " Elemental Hero Divine Neos . " Though beaten and forced to return to the World of Darkness , Nightshroud claims that as long as there ' s darkness in humans , it would surely return , but Jaden counters by claiming that as long as there are bonds between humans , Nightshroud will never return . Other appearances . In " Yu - Gi - Oh ! GX Tag Force " , Nightshroud appears in part 3 , possessing Atticus , while having brainwashed Alexis to be his partner . Both are returned to normal after the player defeats them . Deck . Nightshroud plays a variety of Decks in the anime . While possessing Atticus Rhodes , He plays his " Red - Eyes " Deck , with which focuses on the Summoning and powering up of " Red - Eyes Darkness Dragon " and its upgraded form " Red - Eyes Darkness Metal Dragon " . Through Yusuke Fujiwara , Nightshroud plays a " Clear " Deck , focusing on the negative effects caused by " Clear World " and disrupting the use of Spell and Trap Card s using his ace " Clear Vice Dragon " . Nightshroud ' s final Deck is a " Darkness " Deck while in his true form , which focuses on field control through a combo of " Zero " and " Infinity " , while using cards such as " Darkness Destroyer " and " Darkness Neosphere " as offense .