Priests , Atem and Bakura ' s Kul Elna ka battle ( manga ) Bakura , King of Thieves , faced Pharaoh Atem and the High Priests in a ka battle at Kul Elna . Events . Prior . After the previous battle with Bakura , Shada and his men found Bakura ' s trail , which led to Kul Elna . Against Shada ' s advice , Atem insisted on going after Bakura , before he had a chance to strike the city again . So Shada communicated with Isis to request the High Priests come to Kul Elna to help them . Inside the Shrine of the Underworld , Bakura learned of Shada ' s arrival , with the Millennium Ring ' s ability to detect nearby Millennium Items . While Atem and Shada searched for Bakura , some of their soldiers found the trapdoor leading the Shrine of the Underworld . Some of them went inside , but were attacked by ghosts of the villagers . They tried to warn the pharaoh not to enter , but this alerted Bakura to the fact that Atem was still alive . Bakura invited Atem to come inside , but Shada warned him against taking action , since he could not battle without the Millennium Pendant . However Atem did want to let the soldiers die and recalled his father , Akhenamkhanen , telling him to never turn his back on what he believed is right , so he stepped inside and tried to help a soldier get up . Bakura showed Atem the Tablet of the Pharaoh ' s Memories and explained that the Millennium Items were forged there using shadow alchemy that involved sacrificing the lives of the men , women and children of the village . The lingering ghosts sought revenge against the royal line responsible for the items creation , so they began to attack Atem . Shada attempted to help him , but the ghosts ' hatred extended to holders of the Millennium Items , so they also attacked him . As Atem was being crushed by the hatred of the ghosts , he managed to summon the Dark Magician , Mahado , who repelled the ghosts . Atem was distraught over the truth of the Kul Elna murders and wondered if his father had made the right decision to save the kingdom . Mahado informed Atem that the massacre had taken place without Akhenamkhanen ' s knowledge . And when Mahado had learned the truth , he brought it before Akhenamkhanen , who grew ill from the guilt and died . Battle . Having resisted the evil of the Millennium Ring before , Mahado had no difficulty fighting the ghosts , so Bakura brought out Diabound . Having acquired the Millennium Pendant , Bakura ' s Diabound was even stronger than when Atem last faced it . Diabound launched a " Thunder Force " attack at Mahado , who used his " Afterworld Warp " ability creating portals to absorb the attack and set its new destination . Atem reminded Mahado that Diabound could move through walls and avoid the attack , if made the target . So Mahado directed the attack at a pillar which began to fall onto the Tablet of the Pharaoh ' s Memories . When Bakura realized what they were doing , he got Diabound to catch the pillar . Since Diabound could not use its wall - phasing ability without dropping the pillar , it was exposed , allowing Mahado to hit it in the eye with a " Magic Blast " attack . Mahado attempted to hit Diabound with a second " Magic Blast " , but Diabound broke the pillar it was holding and used the fragments as a shield . Unable to fight and protect the tablet at the same time , Bakura summoned the ka , Bone Snapper , to shield the tablet . Using its " Shadow Camouflage " ability , Diabound hid itself and prepared for a stealth attack . In response , Shada summoned the Two - Headed Jackal Warrior , who was able to locate Diabound with its sharp sense of smell . The jackal warrior succeeded in exposing Diabound , but its attack was ineffective and Diabound was already about to launch a " Thunder Force " attack on Atem . Two - Headed Jackal Warrior threw itself in front of the attack , in suicide , to shield Atem long enough for Shada to push him to safety . Diabound camouflaged itself again , so Atem got Mahado to use his " Thousand Magic Blasts " attack to damage the ceiling , allowing light to shine into the shrine . The light exposed Diabound ' s location , allowing Mahado to hit it with a " Thousand Black Magic Blasts " attack . With Diabound weakened , Bakura got to ghosts of the Kul Elna villagers to enter his body , strengthening Diabound . Mahado attempted to hit Diabound with another " Thousand Magic Blasts " attack , but the aura of the ghosts formed a shield , which Mahado ' s magic could not penetrate . With Mahado exposed , Diabound struck him with a " Spiral Wave " attack and prepared to hit him again with " Summon Lightning Shot " . Shada attempted to summon another ka to protect him , but Bone Snapper blasted him in the back , causing him to drop the Millennium Key , which Bakura then took hold of . Diabound ' s " Summon Lightning Shot " continued , but the Dark Magician Girl , summoned by Mana swooped in and pulled Mahado to safety . Seto , Siamun , Kalim and Isis arrived in the shrine to help , while Akhenaden , suffering from bad memories of the Kul Elna massacre , struggled to join them . Mana was not yet at the level that her ka could battle , so she had Dark Magician Girl transfer her heka to Mahado . Seto , Kalim and Isis summoned Duos , Curse of Dragon and Mystical Elf respectively and had them attack Diabound together from different directions , but Diabound remained shielded by the ghosts . Diabound then used its " Thousand Poison Fangs " attack to destroy the Mystical Elf . Duos and Curse of Dragon struggled to fight with Diabound . Kalim then used the Millennium Scales to fuse the two ka , forming Duos Dragon , whose strength Mahado doubled , using his heka . Duos Dragon used its " Dragon Flame " attack . Rather than using the ghosts as a shield , Bakura opted to fight back . Diabound launched a " Spiral Wave " attack , which hit the " Dragon Flame " head on . The two blasts pushed against each other , seemingly equal in magnitude , until Diabound ' s snake appendage used a " Thunder Force " attack , which merged with the " Spiral Wave " , causing Diabound ' s attack to push Duos Dragon ' s back . Duos Dragon used its sword as a shield against the attack and allowed its hand to be blasted off to create an opening to hit Diabound with another " Dragon Flame " . Diabound used the ghosts as a shield again , but the attack began to melt through the shield . Before Duos Dragon ' s attack could break through , Bone Snapper shot a blast at Kalim , causing him to drop the Millennium Scales , which the ghosts brought to Bakura . Kalim died in Atem ' s arms , from his injury . Without the Millennium Scales to support the fusion , Duos Dragon disappeared . The attack from Duos Dragon sufficed to burn a hole in Diabound ' s shield . Mahado , who had been waiting for the moment , chanting a spell , used his " Black Magic " attack through the hole , destroying Diabound . Aftermath . Bakura was injured from losing Diabound . He began to breakdown mentally and remained adamant that could complete the contract and kill the pharaoh . He frantically began inserting the items he had stolen into the tablet , while bragging that he was the King of Thieves . But without all seven items , he could not complete the ritual . Shadow RPG . In the Shadow RPG , this battle was replayed with events occurring largely the same as in the past . In this playing , characters deemed pawns turned to sand and disappeared , after serving their purpose . This included Kalim , after he died and Thief Bakura , shortly after losing the battle . After the battle , Dark Bakura , at the RPG table , turned an hourglass on its side , activating Zorc Necrophades ' time - freezing ability , immobilizing Atem and the priests . This allowed Akhenaden to take the Millennium Rod and Tauk from Seto and Isis , remove his Millennium Eye and insert the three into the tablet , with the items Bakura had already placed there . With the seven items inserted , he awakened Zorc Necrophades .