Millennium Puzzle The Millennium Puzzle is one of the Millennium Items . It was originally known as the Millennium Pendant , but after being shattered and requiring assembly it came to be known as the Millennium Puzzle . History . Ancient Egypt . 3 , 000 years before present day events ( 5 , 000 in the dub ) , the Millennium Pendant and the other Millennium Items were forged in Kul Elna by sacrificing 99 souls of the Kul Elna villagers . The items were created in order to protect Egypt from attackers . Pharaoh Aknamkanon was given the Pendant , while six priests were given the other six items . Together they fought off the attackers and saved Egypt . After Aknamkanon became aware how the Items were created , he fell ill and died shortly afterward . The Pendant was inherited by his son Atem . The Pendant was later stolen from teenage Atem , by Thief King Bakura , who used it and the other Millennium Items to Summon Zorc Necrophades . Atem defeated Zorc at the cost of his own life . He used his name as part of a spell that sealed Zorc ' s soul and his own in the Millennium Pendant , which was shattered and was laid to rest in his tomb . Atem ' s memory , including his name was wiped , so that he could not recall the spell , so that the binding could never be undone . Yu - Gi - Oh ! Originally , it was said that the Millennium Pendant had been discovered by a team of British archaeologists in the Valley of the Kings at the beginning of the 20th century . Each of them suffered mysterious deaths , with the last one uttering " The Shadow Games " in his dying breath . This plot detail was later changed . The box containing the Puzzle ' s pieces had two messages written on it , " " The person who solves this puzzle will have their wish granted . " " and " " The one who solves me , will recieve my dark knowledge and power . " " In the 1960s , Solomon Muto retrieved the Millennium Pendant , now called the Millennium Puzzle in the Tomb of the Nameless Pharaoh who was Atem . Over the years , no one had been able to assemble the puzzle , Solomon believed that the Puzzle is simply impossible . Solomon ' s grandson , Yugi , found the puzzle in the family game shop and spent eight years trying to solve it . Solomon repeated tried to convince Yugi to give up on the puzzle with no success . He also feared that the Puzzle contained the power of the Shadow Game so he hoped Yugi would never solve it . Yugi managed to solve the Puzzle , while under the pressure of getting money to pay Ushio ' s self - imposed bodyguard fee . After solving it , his body bore host to part of Atem ' s soul , known as Yami Yugi . Yami Yugi was able to take control of Yugi ' s body while Yugi had the Puzzle . Yugi often wore the Puzzle around his neck on a brown rope and later a silver chain with links , allowing him to easily get Yami ' s help , usually to play games , particularly " Duel Monsters " . When Dark Yugi ( Yami Yugi ) played a dice game Shadow Game with the ZTV director , he used the Millennium Puzzle to block a die , the director threw at his face . This broke the die in two , causing it to land on both 1 and 6 , which totaled 7 . Being a " lowest roll wins " game , this caused the director to lose . When Yugi was searching for Jonouchi ( Joey ) , who he feared was in danger , he asked the puzzle to help him find Jonouchi . This caused Dark Yugi to take control and track down Jonouchi at Hirutani ' s torture chamber . Dark Yugi used the puzzle as part of a trap in the Landmine Search Network game with Hirutani ' s gang ; he hung it over an unconscious gangster ' s forehead , causing rainwater to drop from it onto his head waking him up and making him drop his stun gun in a puddle , electrocuting the gang . Mokuba Kaiba played Russian Roulette dinner against Yugi and Jonouchi . Dark Yugi realized that Mokuba was cheating by using a hidden switch in a syrup bottle , so he attached the Millennium Puzzle to the turntable , so that it smashed the syrup bottle as it spun . The Puzzle was later shattered by Mr . Clown in the manga or Bandit Keith in the anime . Yugi managed to reassemble the puzzle while the building he was in was on fire , as he couldn ' t bear losing Yami Yugi . After Yami Yugi collected the Egyptian Gods and presented them to the tablet , he was sucked into the Ultimate Shadow RPG , which was a replay of his life in Ancient Egypt . Yami Yugi was the player , while Atem was one of his characters , both of whom had the Millennium Puzzle . As the RPG replayed Atem ' s life , Thief Bakura managed to steal it again . He once again gathered the Items and Summoned Zorc the Dark One . After the RPG , Yugi once again had the Puzzle , which was laid to rest , before the Ceremonial Battle . After the battle the Puzzle , along with the other items , was destroyed . The Dark Side of Dimensions . The Millennium Stone was excavated and fragments of the Puzzle were found . Seto Kaiba attempted to reassemble the Puzzle to bring back Atem so he could Duel him . However , Aigami managed to acquire two pieces . He gave a piece to Sera , and Sera gave the piece to Yugi . During Yugi and Kaiba ' s Duel , the Millennium Puzzle was reassembled , but nothing happened , much to Kaiba ' s anger . Later , after Kaiba was defeated by Aigami during Yugi and Kaiba ' s Duel against Aigami , Kaiba gave Yugi the Puzzle . At the last turn of the Duel , Atem was revived , and defeated Aigami . Atem then made the Puzzle disappear as he returned to the spirit world . Later , when Kaiba combined his technology with Agami ' s cube to reach Atem ' s palace , the puzzle was shown to be back in Atem ' s possession just before he and Kaiba were presumably about to duel . Yu - Gi - Oh ! GX . The Millennium Puzzle ' s shape appeared on Dimitri ' s shirt in King of Copycats . A fake Millennium Puzzle , called the Millennium Pendant was used by Titan . Non - canon Appearances . In Reshef of Destruction , the ritual to revive Reshef the Dark Being scatters the Millennium Items , including the Puzzle , across the globe . Yugi is frantic to find it and save his other self . It ' s eventually revealed that Bandit Keith came into possession of the Puzzle ; he uses it and the other Items in a ritual to attempt to awaken Ra . When this attempt fails , the Puzzle is taken from him and Yami Yugi reemerges , frying Keith with lightning from Ra . However , Reshef possesses Keith , making him steal and break the Millennium Puzzle . Before Yugi can assemble the pieces , Para steals them and brings them to Sol Chevalsky ' s castle . Once in Pegasus ' s possession , he uses them to bait the player , Yugi , and Joey into coming to his castle , and gloats that with the source of Yugi ' s power in his hands , there ' s no one left who can defeat him . Upon defeat , Pegasus returns the pieces and Yami Yugi is freed , enabling him to help weaken Reshef to the point where he can be beaten . Overview . The Pendant resembles an upside - down pyramid with an eye on the front . It has a ring on top , allowing it to be worn around the owner ' s neck . The puzzle is extremely complex and difficult to solve , having taken Yugi at least eight years to successfully assemble it . In addition , in the manga , when Mr . Otogi tried to rebuild it after he shattered it , he ended up almost trapped in an illusion of the puzzle ' s maze , indicating that only a wise , chosen one can build it , as Ryuji Otogi could also not fit the pieces in . It could also be that the puzzle has some will of it ' s own , as Yugi was unable to solve it until the night he played his first Shadow Game ; up to this point he hadn ' t needed the power the puzzle could grant . Dark Yugi describes the power of the puzzle as " the power of unity " , comparing a puzzle ' s pieces forming a whole to friends coming together . Yugi frequently credits the Millennium Puzzle with bringing him friendship with Joey Wheeler . Yugi originally used the phrase " Something that can be seen , yet cannot be seen " to describe the Millennium Puzzle before it was completed , since even though you can see the pieces , you can ' t see the whole puzzle since it isn ' t complete . This riddle has been used many times in the Japanese version of the anime , with different characters providing different answers . Powers & Abilities . In addition to holding the soul / spirit of Pharaoh Atem himself , the Puzzle is able to fulfil one single wish of the person who had solved it and heighten its owner ' s chance of success in a game , judging by their skill - level as well as the importance of the game at hand . The hieroglyphs inscribed on the puzzle say , " The one who solves me shall gain the powers and knowledge of darkness . . . " Its main power grants the owner the powers and knowledge of darkness and shadows , giving him incredible skill at strategy and allowing him to use ancient and powerful magic . That magic is mainly used to start and control Shadow Games . The Millennium Puzzle is the strongest and most powerful of all the Millennium Items . When Yugi activates its magic , the Eye of Wdjat glows on his forehead . Its most well - known power is Yugi switching his body and mind with the spirit of the Pharaoh . In the first series anime , Shadi entered Yugi ' s mind room belonging to Dark Yugi , looking for the secret powers of the Millennium Puzzle . Dark Yugi confronted him and challenged him to a game , where he was to find the true mind room amongst the countless mazes of doors that were riddled with traps . He failed , and was very nearly killed by a particular trap which caused the floor of the room to collapse . Dark Yugi saved him and Shadi left , defeated . A similar event happens in the second series anime during the Duelist Kingdom arc , but it is Yugi who rescues Shadi , not Yami Yugi . Yami Yugi also explains to Shadi that the Millennium Puzzle holds the power of unity , just as the many pieces of the Millennium Puzzle assembled and united . It is able to initiate Shadow Game s and corresponding Penalty Game s that Dark Yugi used to punish those who harmed Yugi or his friends . In the Memory World arc , Atem couldn ' t summon the Egyptian Gods without the immense power of the puzzle . It can cast illusions , and can manipulate the minds and souls of others , such as when Yami Bakura put Bakura ' s soul inside of " Change of Heart " but Yami Yugi changed it to Yami Bakura ' s soul in the card . It can even interfere with the magic of other Millennium Items , and at its full power , it can repel the dark Seal of Orichalcos . Other lesser - known powers include protecting the user and others from harm and magical forces , and the ability to communicate with Duel Monster spirits . Also , it allows its owner to sense and feel thoughts and emotions , and to enter the minds of others . It can also sense impending danger and the great powers of other mystical artifacts and beings . During his tag - team duel with Joey against Para and Dox Yami Yugi was able to sense the power of the Gate Guardian monsters the brothers were preparing to summon , but didn ' t know what the pair of Eliminators planned to summon until it happened .