Seto Kaiba Seto Kaiba ( , " Kaiba Seto " ) is one of the main characters of the " Yu - Gi - Oh ! " anime . He is the older brother of Mokuba . Priest Seto is his Egyptian incarnate . He is the modern - day lookalike counterpart of Priest Seto himself , the original keeper of the Blue - Eyes White Dragon . Adopted into the Kaiba family as an orphan , Kaiba is at the helm of the world ’ s largest multinational gaming conglomerate , Kaiba Corp , serving as its majority owner and chief executive officer . An intellectually gifted and innovative computer programmer , engineer , and inventor during his youth , he invented virtual software for playing video games as a young child prodigy . Nonetheless , an estranged relationship with his stepfather and outsmarting him auspiciously led Kaiba towards a seamless corporate takeover of KaibaCorp . With access to vast wealth , technological resources , and a wellspring of scientific and business expertise , Kaiba seeks to expand Kaiba Corp not just across Domino City but the entire world . A competitive businessman and cutthroat investor , Kaiba is feared throughout the business world ; earning him the hospitality and respect that he needs from his peers and rivals . Kaiba also seeks to become the world ' s greatest player in " Duel Monsters " , to accomplish this goal , he must defeat his arch - rival , Yugi Muto . Kaiba is largely considered an anti - hero , as his motives are usually egocentric and his personality traits are selfish and arrogant , but he does sometimes help Yugi and his friends if it ’ s in his best interest ( although there are a few occasions where he helps Yugi when faced with a common enemy ) . Among one of the recurring plots is Seto Kaiba being forced to deal with either people adversely affected by Gozaburo Kaiba ' s actions , wanting to take their revenge on Seto himself , or people from within KaibaCorp attempting to take over the company . Design . Conception . Kaiba is based on a collectible card games player whom a friend of Kazuki Takahashi met . Takahashi ' s friend asked this person to teach him how to play a card game , but he replied " Hmph ! Come back when you ' ve collected 10 , 000 cards " . The story made Takahashi mad , but thought the player would make a good character . The name " Seto " came from the Egyptian deity , . Takahashi had originally considered making Kaiba the heir to a gaming company and have him challenge Yugi using strange games he continuously comes up with , but on short notice , ended up having him play " Duel Monsters " a second time . He also reconstructed Kaiba to make him a semi - lead character and rival to Yugi . Appearance . Kaiba ' s character design was overseen by Kazuki Takahashi . His usual outfit from the second series anime consists of a long white sleeveless KaibaCorp - designed coat featuring shoulder pads and a raised studded collar , with black sleeves from his shirt coming out from under . He has extra belts in pairs strapped around his upper arms and shins . He often wears a KaibaCorp Duel Disk on his left arm . In his initial appearance and his first loss to Yami Yugi , he wears a blue standard Domino High School uniform . During the events of the Duelist Kingdom , he wears a long indigo blue trenchcoat with a dark teal long sleeved button shirt with an extended collar , a matching pants with a white belt on his waist and black shoes . He later wears this outfit during the events of the Legendary Hero . Before wearing his usual outfit and he was given the Obelisk The Tormentor by Ishizu Ishtar , his long trenchcoat becomes purple and his teal button shirt and pants are replaced with a black turtleneck and a matching pants and dons a steel wristbands in both of his wrist . In the first series anime , Kaiba has green hair , while in the manga , Toei ' s " Yu - Gi - Oh ! " movie , and the second series , " Yu - Gi - Oh ! Duel Monsters " , Kaiba has brown hair . Kaiba ' s character design in " Yu - Gi - Oh ! GX " anime is nearly identical to his original appearance , although his facial structure is changed subtly . Personality . In the original Japanese version of " Yu - Gi - Oh ! " , Kaiba omits honorifics and has a " rude " pattern of speech . Kaiba uses the word " " ore " " to mean " I " instead of " boku " or " watashi " ; " ore " is a boastful way to say " I " in Japanese . Kaiba usually calls Katsuya Jonouchi ( Joey Wheeler ) names , such as " " bonkotsu " " ( mediocre ) , " " make - inu " " ( pathetic dog , loser ) , " " uma no hone " " ( a nobody ) , and " " zako " " ( insignificant person , weakling ) . This name calling was carried over to the dub . In the English version , Kaiba plays as an arch - rival to Yami Yugi and appears to have a certain snobbish contempt for Yugi ' s group of friends , namely Joey Wheeler ; he disparagingly refers to them constantly with derisive nicknames such as " the nerd herd " , " the dweeb patrol " , or " the geek squad " . At one point , he kept running into them during " Waking the Dragons " , and quipped " Great . Dork fest continues . " In the Japanese version , he is just civil towards them he does trust them at certain degree . He ' s sarcastic , rude , usually selfish and power - lusting , no - nonsense and down - to - earth , and somewhat narcissistic , while he may seem very realistic , but , as Atem has said so multiple times , he can be very clueless . Plus , he is fairly condescending and scathing to everyone , with the exception of Mokuba , the only person he is consistently shown to treat with love and care . However , it is stated by Mokuba ever since being adopted by Gozaburo , Kaiba has rarely smiled , if at all . Mokuba has also noted he ' s become much colder than he used to be . Despite this , Kaiba still has strong brotherly instincts for Mokuba and will put his life in danger in a heart beat to safeguard Mokuba ' s life . Apart from Mokuba , Kaiba exhibits a compassion for children — especially orphans ( as he himself was one and knew what it felt like ) . Kaiba also threw himself between Zorc and 2 Egyptian children , thus enabling them to make a getaway . At various points during the series , he opens up momentarily , performing kind acts , though always covering them up with sarcasm , and denying them if asked . These occurrences increase in frequency towards the later series . Aside from that , Kaiba maintains a conservative , stiff , and uptight exterior . Although Kaiba may seem very unkind toward his brother Mokuba , he has a brotherly love for him . When their adoptive brother Noah had hypnotized Mokuba into not remembering him and thinking Noah was his real brother , Kaiba revealed how much he cared about him to try to make him remember ; in one Season 1 episode of the second series anime , after Pegasus is defeated , Kaiba tells Yugi that Mokuba " means everything to me " . This is shown when Kaiba risks his own life by standing on a ledge to win the Duel against Yugi so that he can get to Pegasus to save Mokuba . Even when Kaiba preaches that no one gets away with trying to take over his company , he risks KaibaCorp when Dueling Noah for Mokuba . Kaiba has also had moments of selflessness , such as when he saved Téa from Marik ' s Rare Hunter without there being any incentive for him to do so . Kaiba is known for his snobbery and sense of superiority over others , as his motives are usually ruthless and rapacious , and his personality traits are selfish as he would do almost anything to gain power , wealth , respect , glory and supremacy . As a character , Kaiba is known for displaying a conservative , ruthless , and abrasive demeanor , especially looking down towards people whom he considers socially contemptible or throwing blunt insults and wisecracks towards rival duelists and their dueling abilities to whom he considers to be strategically inferior opponents . Like the Pharaoh , pride is Kaiba ' s strength and weakness ; he never backs down from a challenge and gives everything he can in a Duel . This results him in having a sense of superiority , making it extremely difficult to earn his respect especially towards people he considers beneath him , and causes him to look down on and treat others as inferior until Kaiba considers them his equal . This gives him difficulty when forced to rely on others and work as a team . His pride in himself and his accomplishments as an individual are prominent character traits that form a part of his character throughout the series , and he reacts harshly to those who threaten or infringe on it ( although it is toned down slightly towards the end of the series ) . In addition , Kaiba has expressed dislike and displeasure towards other people using his cards , namely his " Blue - Eyes White Dragon " ( his favorite and signature card ; notably , he uses its motif to decorate a large portion of his personal effects - e . g . , Kaiba Land , his jet , and his clothing ) . This is shown in Yu - Gi - Oh ! - Episode 001 , when he rips up Solomon Muto ' s Blue - Eyes White Dragon after winning it so that it could never be used against him , and also in Yu - Gi - Oh ! - Episode 136 when Kaiba becomes very angry when he finds out about Joey using his " Blue - Eyes White Dragon " in their Duel . Kaiba goes so far as to attack Joey ' s " Blue - Eyes White Dragon " with his own , destroying both in the process , to prevent Joey from using it for another turn . ( He even says angrily , " I ' m the only one with the skills necessary to wield a Blue - Eyes ! " while doing so . ) He also despises Pegasus ' " Blue - Eyes Toon Dragon " , saying it strips the original of all its pride . According to Takahashi , Kaiba ' s obsession with the " Blue - Eyes White Dragon " stems from the feelings between Kisara ( the girl whose Ka housed the Blue - Eyes ) and his ancient Egyptian incarnate , Priest Seto . This may also be due to Kaiba ' s affinity for Dragon - Type monsters . More likely than anything would be it having to do with wanting to have the strongest Deck possible out of any Duelist as part of his domination motif , as he went through great lengths to acquire the three copies he presently has . One of Seto ' s recurring traits is his absolute refusal to believe in the magic powers that is often used in the series . Later on , during sagas like Waking the Dragons , he openly admits to believing in all the supernatural events occurring around him , instead of just ignorantly saying they don ' t exist as he always does ( although it is possible that he thinks that it ' s science instead of magic , and doesn ' t hesitate to do something about it ) . However , the closest in the dub that Kaiba has come to this is " Maybe there is some truth to this junk " in the final episodes ; however , when questioned by Joey , he quickly denies having said such a thing . In the Japanese version , while Kaiba does not take it very well , he is much more accepting of the faith and magic that occurs . In the Doma arc , he told Alister he should show him the power of a " true Duelist " and of the " Chosen One " , and also openly accepted the vision he and Yami Yugi had after their Egyptian Gods were destroyed , as well as the fact that their battle was destined over the span of 3000 years . During the Duel against Dartz , Kaiba destroyed the " Mirror Knight Token " after they had taken the form of Yugi , Pegasus , Joey , and Mai because of his belief if they were true Duelists , they would be willing to allow themselves to be destroyed in order to save the world , while in the dub , Kaiba believed Dartz manipulated the holograms to resemble their friends in order to weaken their resolve . Although there are some instances where Kaiba is a believer in both the Japanese and dub . One such example would be during his final turn against Zigfried von Schroeder when he predicted he would draw exactly the spell cards he would need to defeat Zigfried , despite initially only having one card in his hand . Understandably , Kaiba gains a lot of contempt and disdain from virtually every single person he knows ( with the exception of Mokuba ) - mostly Joey , Tristan and Tea in particular . Yugi constantly holds out hope for him , as does Yugi ' s other self Yami . Though Yami himself finds Kaiba ' s condescending attitude and arrogance quite infuriating . As was shown on the times they ' ve been forced to Duel together as a team . Kaiba , for the most part , could not care less about what they think about him and returns the contempt in kind . In the Memory World arc Kaiba ' s past self , Priest Seto , is introduced . Priest Seto is depicted as being less antagonistic than modern - day Kaiba , and is portrayed as being very loyal with a strong sense of justice . However , he maintains Kaiba ' s pride and intelligent mind . Despite Kaiba ' s self - centered , snobbish , and elitist personality , he remains an intrinsically obstinate , astute , disciplined and conscientious individual who has a concern for human ethics throughout the entire anime series . He exhibits ethical and morally upright principles in that he is against stealing . Though his plans are often vengeful and Machiavellian , notably vindictive as he sees revenge as a way to get even especially when seeing the negative side of his dueling defeats inflicted by his arch - rival Yami Yugi . Nonetheless , he is a rational , intelligent , and perspicacious person who has a vast belief that hard work and determination is what gets you ahead in life , not stealing at the expense of others to advance your situation . As such , he is disgusted by Zigfried and Noah , calling them pathetic and not worth living up to his company because they were planning on stealing his works to take his company instead of earning it through the trials and tribulations that he went through . Kaiba is also known for his perfectionist mindset and for his disdain of mediocrity as an acceptable standard while maintaining high standards of excellence ; whether if its honing his dueling skills or maintaining the quality of of his technology . In every duel , he punctiliously implements an array of well executed high power dueling strategies into giving his opponents a hard time to strategically overpower him . He also remains punctilious in the Duel Disks he developed as he would use them even when Duel Rings are nearby by plugging it into the Duel Ring ' s hologram projector so any card he plays on his Duel Disk is displayed on the Duel Ring instead of just using the Duel Ring . During the Battle City arc , Seto ' s main goal is defeating Yugi in a Duel . However , when he lost , he decided on a new path , rather an old one , of building Kaiba Land all around the world . However , he vowed his rivalry with Yugi is far from over , even though they never had an on - screen Duel after this . At some point , Kaiba through his philanthropic hospitality and passion for Duel Monsters established Duel Academy to train the next generation of up and coming duelists to accomplish this goal . Abilities . Throughout the series , Kaiba remains a formidable Duelist and businessman in his own right . In addition to his shrewd business acumen and gaming aptitude , Kaiba is incredibly skilled with science and technology , despite not being a professional scientist or engineer himself . He specializes mainly in computer software programming and building cutting edge technological software and hardware such as the development of KaibaCorp ' s high - tech Duel Disks and advanced Solid Vision technology . Biography . History . Orphanage . At a young age , Seto and his younger brother Mokuba ' s parents both died . Their relatives took everything from their will and sent Seto and Mokuba to the orphanage . ( In the dub , it simply said that their parents died and there was no mention of their relatives ) . On their first day at the orphanage , Seto comforted Mokuba , who was crying . He told him that he will be his father from there on and vowed to protect him no matter what . He advised Mokuba to always stay on his guard , as he will be finished if he shows any weakness . Together at the orphanage , Seto and Mokuba would often play games , including chess , which Seto always won , but still encouraged Mokuba . When Mokuba was bullied by other kids , Seto would stick up for him and even jumped on another kid to retrieve a toy he stole from Mokuba . One day they made a model theme park in the sandpit . Seto said that one day they would open real theme parks around the world , that everyone would want to visit and orphans would be allowed in free of charge . The former head of KaibaCorp , Gozaburo Kaiba , arrived at the orphanage to perform a publicity stunt . Seto , who was 12 at the time , saw the chance to challenge him to a game of chess , with the stakes being that Gozaburo was to adopt Seto and Mokuba together , if Seto wins . Gozaburo refused at first , but when Seto threatened to tell everyone he backed down from a challenge with a child , he submits . Seto won since he had already studied Gozaburo ' s chess methods . Gozaburo then reluctantly adopted both brothers . Adoption . When he adopted Seto , Gozaburo planned to only use his body as a shell for his son , Noah . Noah had been injured in an accident and had his mind uploaded into a virtual world , as he was unable to survive in his real body . Gozaburo also wanted to use Seto to motivate Noah to work harder so he could head a company of that magnitude . However , Seto proved to be more capable of running KaibaCorp than Noah and his experience quickly showed . Gozaburo abandoned his idea to transfer Noah ' s mind into Seto ' s body and focused his energies in training Seto through a rigorously accelerated education program to hone his business acumen and corporate management proficiency . True to the terms of the bet , life with Gozaburo was the complete opposite of the luxury that Seto and Mokuba envisioned after their adoption , as Gozaburo forced Seto into a rigorously accelerated school program , forcing him to study several subjects including economics , social studies , foreign languages , and game theory . Seto was a conscientious student who often studied until he literally collapsed at his desk , determined to excel in his studies for the sake of securing a better life for Mokuba . Gozaburo was grooming Seto into preparing him for the future as a corporate sensation envisaging him at the helm of a colossal conglomerate company . Nonetheless , a naive Gozaburo also did not realize that he was not merely raising an heir , but a powerful apprentice that would ultimately outsmart him and take over his company . When Gozaburo asked Seto what he planned to do with KaibaCorp after he inherited it , he said that he planned to build a Kaiba Land theme park for underprivileged children . Gozaburo called this boring , but Seto protested that games purify the soul . Gozaburo was not interested as games cannot be used to rule and ordered Hobson to confiscate all of Seto ' s toys , refusing to let Seto touch toys until he knew how to rule . ( In the dub , Seto couldn ' t keep up with the pace Gozaburo wanted him to study at . Gozaburo disallowed him from having weekends off . As Gozaburo said that discipline is the only way to crush your enemies , Seto protested that he has no enemies . Gozaburo insisted that he does and he must learn that he can ' t even trust Gozaburo . He ordered Hobson to confiscate all of Seto ' s toys , so that they won ' t distract him from his studies . ) Mokuba hid Seto ' s " Duel Monsters " Deck in a hollowed - out book , including a drawing of a " Blue - Eyes White Dragon " . He also left a note saying that their new family couldn ' t take everything away from them . Kaiba stepped out onto a balcony and vowed to get a real " Blue - Eyes White Dragon " , one day . Seto Gozaburo brought Seto and Mokuba to a party he threw . Seto had achieved a name for himself as a prodigy . A German man introduced his son as a prodigy too . His son , Zigfried von Schroeder , whispered to Seto asking if they should spice things up . Then the lights began to flicker on and off . Gozaburo was astonished as the system was protected by a fail safe system . Zigfried whispered to Kaiba that he dabbles in technology . He said that spending all your time alone causes you to tinker in your own projects and that Seto must understand . On Seto ' s birthday , he was given a 2 % share of KaibaCorp ( in the dub , 10 million dollars ) and was told that although he could spend the money any way he wished , he must return one hundred times ( in the dub , 10 times ) the amount in one year . Seto returned all the money within a single day . He did this by buying 51 % shares of a small company that cares for its employees , Seto then made the president buy it back , under threat of it being shut down and leaving the employees jobless . KaibaCorp take - over . Seto invented a virtual software for playing video games . However , Gozaburo intended to use it for war . Seto confronted him over this , but Gozaburo scolded him again for wanting to play games . Seto was to inherit the company one day , Gozaburo said , and the company is about beating enemies and rising to power , not making toys . Seto called him insane and Gozaburo had his guards take Seto away . Seto called out " Father " as he was dragged away . That was the last time he called Gozaburo " Father " . Not wanting his virtual system to be used by Gozaburo to kill countless people and make a fortune , Seto refused to let himself hand his system over to the evil man . He lost his respect for Gozaburo , and decided that he would take over KaibaCorp . Seto made a deal with The Big Five , where they would try to overthrow Gozaburo . He told the Big Five that Gozaburo didn ' t give them the respect they deserved and he would treat them better once he becomes in charge . Together they gained 49 % of KaibaCorp leaving Gozaburo with 49 % and Mokuba 2 % . Seto made sure Gozaburo came to know of their plan and accused Mokuba of snitching on them . Seto and Mokuba were briefly turned against each other and Mokuba was given comfort by Gozaburo . Aware of Seto ' s plan , Gozaburo planned to use his remaining 49 % with Mokuba ' s 2 % to overrule Seto . However , Seto had planned a step ahead knowing how Mokuba was very supportive of Seto ' s dream to turn KaibaCorp into a gaming company compared to being a weapons manufacturing plant and as expected , Mokuba switched back to his side one last minute , giving Seto his 2 % . With the 51 % , Seto was able to take full control of the company . Unable to live with the defeat , Gozaburo committed suicide , but not before he uploaded his mind into Noah ' s virtual world ( in the dub , Gozaburo left in disgrace after the takeover , never to be seen or heard from again until the Virtual World arc ) . Refocusing KaibaCorp . After taking control of KaibaCorp , Seto shifted its economic interest from manufacturing weapons of mass destruction to game - oriented equipment . Kaiba didn ' t give The Big Five the respect or power they had been expecting when they made the deal to overthrow Gozaburo . He refused to provide finance to Crump to build his dream penguin theme park . He told Nezbitt to show his loyality by destroying the military factory on Alcatraz . Once that was done , Kaiba closed the military department and proceeded to build the Duel Tower in its place . He demoted Nezbitt to dispatching material for building the tower . Kaiba started building an amusement park for orphaned and underprivileged children called Kaiba Land . At the start of the series , only one Kaiba Land had been built , in Domino ( in the dub , none of the parks had been built , and Kaiba Land was touted as the KaibaCorp headquarters ) . Kaiba began work on creating holographic technology to heighten the experience of playing " Duel Monsters " . Maximillion Pegasus invited Kaiba as his special guest to the Intercontinental Duel Monsters Tournament in New York City . Kaiba witnesses Pegasus face Bandit Keith in the finals . At the Duel , Pegasus simply sat in front of Keith for a few seconds , then wrote down some instructions on a piece of paper , which he gave to a beginner , Sam , from the audience to use against Keith . While Sam Dueled Keith , Pegasus sat with Kaiba . He hoped Kaiba was " enjoying the tournament so far , even though it must seem so crude to him , unlike the holographic Dueling stations KaibaCorp is developing . " Kaiba met with Pegasus to demonstrate a miniature Dueling Arena to a group of businessmen . Zigfried von Schroeder then entered the room disgusted , as he had developed something similar and believed Kaiba ' s idea belonged to him . Kaiba inferred that Pegasus must have read Keith ' s mind in the Duel , so later he began making Duel Disk s to combat Pegasus ' mind reading strategy . With Duel Disks , players would be able to stand further apart and avoid face - to - face contact , which he hoped would be enough to avoid having his mind read . Yu - Gi - Oh ! Duelist Kingdom . Kaiba became the Duel Monsters World Champion and came into possession of three of the four " Blue - Eyes White Dragon " cards ( In the Japanese version , the latter didn ' t happen until after Kaiba tried to obtain Solomon ' s " Blue - Eyes " ) . At school , Kaiba overheard Yugi Muto talking about a rare card his grandfather , Solomon Muto has . Suspecting it might be the 4th " Blue - Eyes " , Kaiba visited Solomon ' s shop and saw the card . He tried to trade for the card and buy it , but Solomon refused , since the card is of high sentimental value to him . Still determined and sickened by Solomon ' s attitude , Kaiba kidnapped him and challenged him to a Duel . Kaiba defeated Solomon and overwhelmed him with the holographic technology used in the Duel . As a prize , he took Solomon ' s " Blue - Eyes " . He then called Yugi over to collect his grandfather . Shortly after Yugi arrived , Kaiba tore - up the " Blue - Eyes White Dragon " card in front of him and his friends . Outraged , Yugi Dueled Kaiba as Yami Yugi . Yami is put in a tight place after Kaiba Summons all 3 " Blue - Eyes White Dragons " , but managed to win by Summoning " Exodia " . After winning , Yami inflicted a Mind Crush on Kaiba dispelling his evil half . In the Japanese anime , the Mind Crush simply destroyed the evil in Kaiba so he can start over . After his defeat , Kaiba dropped out of playing " Duel Monsters " as a result of being confused about how power lost to heart and began rebuilding himself . Maximillion Pegasus formed an alliance with The Big Five to try to take - over KaibaCorp . They sent two men to Kaiba ' s office to capture him . Kaiba refused to cooperate , so the henchmen prepared to open fire . However , Kaiba knocked them back with a chair and deflected their gunshots with his briefcase . He jumped out the window of his office , leading them to believe he died . ( In the dub , the guns are removed and Kaiba jumped out after refusing to cooperate . ) However Kaiba clung onto the side of the cliff and climbed to his safety . In the meantime his Deck was stolen and Mokuba was kidnapped . Later Kaiba snuck back into his mansion through a hidden passageway . He entered a hidden computer lab , where he got an update on what Pegasus had done to KaibaCorp . He learned that Mokuba was held prisoner on the Duelist Kingdom island and Pegasus will be given shares of KaibaCorp once Yugi is defeated in the Duelist Kingdom tournament . Kaiba hacked into Pegasus ' computer system and found Yugi was Dueling an imposter Seto Kaiba , who even had the real Kaiba ' s Deck . Kaiba infected a " Blue - Eyes White Dragon " Summoned by the imposter with a virus , weakening it and consequently preventing Yugi from losing the Duel . Kaiba flew to the Duelist Kingdom to confront Pegasus . He brought his Duel Disk s with him to combat Pegasus ' mind reading . As soon as he arrived on the island , he bumped into Yugi and his friends . Yugi returned Kaiba ' s Deck to him and suggested that they stick together as they are all going to Pegasus ' castle , but Kaiba declined . Joey Wheeler , who was disgusted by Kaiba ' s attitude , confronted him , and the two wound - up Dueling . Kaiba used the Duel as a chance to test his Duel Disks . Joey foolishly attacked Kaiba ' s monsters with a barrage of weaker ones , until he Summoned his " Red - Eyes Black Dragon " , which Kaiba defeated with " Blue - Eyes White Dragon " and took out the remainder of Joey ' s Life Points . Kaiba cruelly mocked Joey and called him a loser . Before leaving , he told the group about Pegasus ' Duel with Keith , so Yugi and Joey know what they are up against . The next day , Kemo found Kaiba on the island and pointed a gun to his head . However Kaiba jammed the gun with a " Gyakutenno Megami " card . Kaiba pulled the gun from Kemo , injuring his hand . ( This scene is removed from the dub . ) Kemo lunged at Kaiba , but Kaiba subdued him and ordered him to take them to Mokuba . Kemo took Kaiba to Pegasus ' dungeons , but triggered a security alarm , calling for backup . Pegasus , who had already known this would happen insisted they turn off the alarm and goes to the dungeons to meet Kaiba himself . Kaiba hid on one of the walls and listened - in on a group of Pegasus ' guards , who had been unable to find him . The guards decided to go to Mokuba ' s cell , believing Kaiba will show up there soon . Kaiba leaped down and followed them . Once they arrived at the cell , Kaiba sneaked - up on them and knocked them out . Kaiba was briefly reunited with Mokuba , but was confronted by Pegasus before he could release him . Pegasus used the Millennium Eye to strip Mokuba of his soul , which he trapped in a " Soul Prison " card . Pegasus said that Kaiba must defeat him in a Duel if he wished to free Mokuba . Kaiba was willing to Duel on the spot , but Pegasus refused telling Kaiba that he must defeat Yugi in a Duel , before he can do that . Kaiba confronted Yugi outside the castle and imposed a Duel . Initially Yugi refuses , but he switched to Yami Yugi and accepted . During the Duel , Kaiba Summoned " Blue - Eyes Ultimate Dragon " , causing problems for Yami , but Yami fused it with " Mammoth Graveyard " , causing it to decay and lose ATK each turn . Kaiba sees Mokuba , begging Seto to help him . A younger version of Seto tries to run to Mokuba ' s aid but unfortunately , is to late . Kaiba refuses to lose his only chance at saving his brother . As Yami was about to win , Kaiba stood - up on the edge of the castle , such that if Yami made another attack , he would fall to his death . Although Yami tried to attack , Yugi took - over and called it off . Kaiba won on the next turn , taking five of Yugi ' s Star Chips . Combined with the five Pegasus gave him earlier , Kaiba had enough to enter the castle and face Pegasus . Kaiba got ready to Duel Pegasus . He insisted on using the Duel Disks , but Pegasus wasn ' t too keen . Pegasus accepted under the condition , that Mokuba who is stripped of his soul , held the Duel Disk for him . Kaiba refused to face his brother in such a way and agreed to Duel without the Disks . Pegasus defeated Kaiba while using his Millennium Eye . Kaiba privately asked Mokuba to forgive him as Pegasus trapped his soul in another " Soul Prison " card . When Yugi defeated Pegasus , as promised Pegasus freed the souls of Seto and Mokuba Kaiba , along with Solomon Muto . Kaiba thanked Yugi for saving Mokuba and insisted that they should have a fair Duel someday to determine who is the better Duelist . He gave Yugi and his friends a lift home from the island afterwards . Legendary Heroes . Kaiba prepared to fire The Big Five for trying to take over KaibaCorp , as well as payment for the suffering through which they had forced him and Mokuba . But the Big Five plead with Kaiba , and gave him the complete virtual reality game as a peace offering . Eager to try out the virtual reality game , Kaiba refrained from immediately firing them and decided to test the system . Mokuba advised against it , harboring doubt . Kaiba however assured him otherwise , and continued to experiment with the game . Inside the game , Kaiba was confronted by a Two - Headed King Rex , which he easily defeated by Summoning " Blue - Eyes White Dragon " . However an Armed Ninja ambushed him , taking him by surprise as he had no recollection of programming it . Kaiba attempted to attack it with Blue - Eyes , but a Dragon Capture Jar appeared and trapped the dragon . The Armed Ninja threw a net on Kaiba , capturing him . Kaiba was taken to the Castle of Dark Illusions " and chained to a pillar , where he is held captive by the Witty Phantom . Witty Phantom told Kaiba that he is to be sacrificed to Summon the Mythic Dragon . In an attempt to escape , Kaiba tried to end the simulation , but learned that that function had been disabled . Mokuba recruited Yugi and Joey to help him in his efforts to rescue Kaiba . Together they go to the castle and Mokuba managed to free Kaiba . Kaiba Summoned a second " Blue - Eyes " , which destroyed the phantom . He re - encounters Armed Ninja and the Dragon Capture Jar , but destroyed the jar with " Trap Master " reclaiming his trapped " Blue - Eyes " . The two " Blue - Eyes " easily defeated Armed Ninja . Kaiba had " Blue - Eyes White Dragon " blast a hole in the floor , allowing him and Mokuba to meet - up with Yugi , Joey and Mai . The Big Five congratulated the players on making it to the final level , but Kaiba protested that they stopped the " Mythic Dragon " from being Summoned , so they have already beaten the game . However the Big Five had reprogrammed the game making them have to face the " Mythic Dragon " . The group were sent to a room , where only Dragon - Type monsters are of use . The group had their dragons attack the " Mythic Dragon " to no avail . The Mythic Dragon started to take out the players and their dragons one by one . Mokuba pushed Kaiba out of the way of one of its blasts , saving Kaiba , but letting himself be taken out . With the loss of Mokuba taking a great toll on Kaiba , Yugi ' s persuasion finally got through to Kaiba , who fused his dragons into " Blue - Eyes Ultimate Dragon " . Yugi then fuses it with " Black Luster Soldier " to form " Dragon Master Knight " , which defeated the " Mythic Dragon " . Kaiba and Yugi woke - up in the courtyard of the Edina ' s palace . The crowds cheered for them for defeating the " Mythic Dragon " . Edina turned into Mystical Elf and revived Joey , Mai , Mokuba and Iru . Kaiba and his rescuers returned to the real world , while the Big Five were left trapped in the virtual world . Battle City . Ishizu Ishtar invited Kaiba to an Ancient Egypt exhibition . Here she used her Millennium Necklace to show him visions from the past , where a sorcerer , who looks like Kaiba , battled the Nameless Pharaoh , who looks like Yugi , using Duel Monster Spirits . She told him about their most powerful monsters , the Egyptian Gods , which Pegasus made " Duel Monsters " cards of , but was unable to control their power . She had come into possession of one of the Gods , " Obelisk the Tormentor " , while the others were stolen by thieves . She gave Kaiba the card , in exchange for him starting a " Duel Monsters " tournament to attract the thieves so they may gather the three Gods . Kaiba laughed at the idea of him returning the " Obelisk " card , but Ishizu insisted that he will , as she has foreseen it . Kaiba agreed to host the tournament in the hopes of gathering the three God cards for himself through an ante rule and so he can defeat Yugi , reclaiming his title as World Champion . Kaiba tested " Obelisk " , by Dueling a Duel Computer , which was using his Duelist Kingdom Deck . The computer Summoned " Blue - Eyes Ultimate Dragon " , but Kaiba defeated it with " Obelisk the Tormentor " , whose strength proved too much for the computer , causing it to catch fire . Kaiba invited Duelists he thought to be good enough to participate in the tournament . All players were given the newest version of his Duel Disk s . The Rare Hunters , who were not invited , hacked into his computer system to add themselves as participants . Mokuba suggested that they disqualify them , but Kaiba allowed for it . ( In the dub , Kaiba had planned to have them hack in all along , so the holders of the Egyptian Gods would enter the tournament . ) The first Rare Hunter Dueled Yugi . Kaiba found out the Rare Hunter was using fake cards , but still didn ' t disqualify him , as he needed to learn more about the Rare Hunters . Kaiba took part in the tournament himself , leaving his employees monitor other Duels to find the Egyptian God cards . Kaiba found Koji Nagumo bullying a Duelist he just defeated into giving him a second card through the ante rule . Kaiba challenged Koji to a Duel and gave him rare cards to improve his Deck beforehand . Despite this , Kaiba quickly defeated him using " Obelisk the Tormentor " . He spent much of the preliminaries trying to find and defeat Yugi . He bumped into Joey Wheeler in his search , surprised to see him wearing a Duel Disk as he hadn ' t been invited . Joey challenged Kaiba to a Duel on the spot , but Kaiba received word of a God Card being played and took - off . He found Yugi in a Duel against Strings , who was possessed by Marik Ishtar and using the Egyptian God card " Slifer the Sky Dragon " . Seeing Yugi drops to his knees , doubting he can win , Kaiba called down to him , ordering him live up to his reputation and thinking he is the only one who should defeat Yugi . After Yugi won , Kaiba congratulated him , but said it ' s a shame Yugi won ' t have " Slifer the Sky Dragon " for long and challenged him to a Duel . However Marik informed Yugi that his friends had been kidnapped . Yugi postponed the Duel as he must find his friends . Kaiba followed Yugi and caught - up when Yugi was challenged to a Duel by two Rare Hunters , who couldn ' t decide which of them should face Yugi first . Kaiba appeared and told them to both Duel at once in a Tag Duel against him and Yugi . They agree and Kaiba easily defeated both of them at once using " Obelisk the Tormentor " . Kaiba took their Locator Card s and handed one to Yugi . He then offered to use KaibaCorp ' s satellite system to trace the location of Joey ' s Duel Disk . As they searched for Yugi ' s friends , the guys were confronted by Lumis , who showed them that they have kidnapped Mokuba . In order to get Mokuba back , Yugi and Kaiba had to Tag Duel him and Umbra on top of a skyscraper . The Duel was setup such that when a player loses , the glass roof below them shatters sending them to their death ( in the dub , there was a vortex to the Shadow Realm under the glass ) . Kaiba ' s refusal to work as part of a team , initially hindered his and Yugi ' s performance , while Umbra and Lumis ' Decks had been built to work together and prevent the Summoning of the Egyptian God s . However Kaiba eventually accepted that they must work as a team . He sacrificed his " Blue - Eyes White Dragon " to prevent Yugi from losing and provoked Umbra and Lumis turning them against each other . Yugi and Kaiba worked together to Summon " Obelisk the Tormentor " , which defeated Umbra , who used a parachute to save himself . Marik took control of Lumis ' mind after he surrendered . Kaiba seized him demanding they release Mokuba . However Marik didn ' t keep his promise and left Lumis fall unconscious . Kaiba took " Masked Beast Des Gardius " and the locator cards from Lumis . He handed Yugi one of the Locator Cards , qualifying them both for the finals . Despite Marik ' s refusal to keep his end of the bargain , Mokuba arrived on the top of the skyscraper in the KaibaCorp helicopter , having escaped captivity with Téa ' s help . To repay Yugi ' s friends for saving Mokuba , Kaiba took Yugi to find his friends , having tracked the signal from Joey ' s Duel Disk . On the helicopter , Yami Yugi told Kaiba that he is a separate personality from Yugi . They arrived at the Domino Pier and find Joey and Téa are possessed by Marik , with Joey prepared to Duel Yugi . Seeing the Duel had been set - up to kill the loser , Kaiba tried to call it off , but Marik disregarded his authority . Once Tristan and Duke arrived at the Duel , Kaiba and Mokuba explained the situation to them . Towards the end of the Duel , Kaiba threw a card at one of the Rare Hunters monitoring the Duel . The card got lodged into his hand , causing him to drop the controls for a crane hovering a giant crate over Téa . With him temporarily unable to drop the crate , the KaibaCorp helicopter pulled it away from Téa . Once the Duel concluded with everyone alive , Kaiba parted and told Yugi that he ' ll see him at the finals . Kaiba took his helicopter to the KaibaCorp Stadium , where he waited for the other finalists . After six of the other seven finalists arrived , the true location of the finals , the Kaiba Craft 3 landed . Kaiba ' s men tried to prevent Yugi and Joey ' s friends from boarding as they were not finalists , but Kaiba nonchalantly allowed it . On board Kaiba insulted Joey about making it this far by luck and advised Yugi to start using " Slifer " . Bakura Ryou was greatly injured after his Duel with Yugi . His friends tried talking Kaiba into making an emergency stop to take him to the hospital , but Kaiba refused until Serenity begged for him to show some compassion . He still tried to remain cold , but let Bakura have some medical attention anyway . Kaiba saw Joey ' s quarter - final Duel against Odion , who they believed to be Marik , as a chance to find out the abilities of his Egyptian God , " The Winged Dragon of Ra " . During the Duel , both players were struck down by Ra ' s lightning . Kaiba declared that the first player to stand up will be the winner and if neither stand within five minutes they will both be disqualified . He learned that Marik was also a finalist under the disguise " Namu " and while Odion had a fake " The Winged Dragon of Ra " , Marik held the real one . He refused to disqualify Marik as he won ' t be able to win his God Card in that case . Mai ' s Duel against the real Marik was also used as a chance to learn more about " The Winged Dragon of Ra " . When Mai tried Summoning Ra , which she managed to add to her own hand , hieratic text appeared on the card , which Mai needed to recite in order to Summon it . Kaiba had his satellites photograph the card , so he can have the text translated later , although Marik suggested that Kaiba is already able to read them . Once Mokuba began the translation , he found that some of Ra ' s effects are also printed there . In the last of the quarterfinals Kaiba found out the eight finalist is Ishizu Ishtar , as the two of them Dueled . In the meantime , Kaiba had Mokuba work on translating Ra ' s text . Ishizu had already predicted Kaiba ' s moves for the Duel using her Millennium Necklace and foresaw her own victory . In the first few turns of the Duel , Kaiba had Ishizu send plenty of cards from her Deck to her Graveyard . Ishizu used " Exchange of the Spirit " , causing both players to swap the contents of their Decks with their Graveyards , leaving Kaiba with very few cards . Almost finished the translation , Mokuba came out to support Seto in the Duel . Ishizu deliberately allowed Kaiba to Summon " Obelisk the Tormentor " , so that she may win using " Sacrifice ' s Blast " , as predicted . However Kaiba was affected by the Millennium Rod and felt " Blue - Eyes White Dragon " calling out to him , feeling it wanted him to Summon it . Kaiba saw a vision of the sorcerer holding Kisara ' s body up to a " Blue - Eyes White Dragon " tablet . Kaiba followed the instinct , claiming he makes his own future and Tribute d " Obelisk the Tormentor " to play " Blue - Eyes White Dragon " , which he used to attack and defeat Ishizu . Kaiba checked on the progress in translating " The Winged Dragon of Ra ' s " text . Mokuba told him that they ' re having trouble with the last few words , but Kaiba looked at the text in astonishment , finding that he ' s able to read it himself . Remembering what Marik said about only chosen people being able to read the text , what Ishizu said about him being connected to an ancient sorcerer and the instinct that told him to play " Blue - Eyes White Dragon " in the last Duel , Kaiba wondered what was happening to him . Virtual World . While traveling to the finals , the Battle City blimp went out of control and was guided into a mechanical fortress in the sea by Noah . Kaiba , Mokuba , Yugi , Joey , Tristan , Téa , Serenity and Duke were greeted by a projection of the Big Five , who explained that they got trapped in the Virtual World after they failed to trap Kaiba there during the Legendary Heroes game . For that they hate Yugi and his friends for helping Kaiba . Having Kaiba as a common enemy , Noah uploaded their minds into his computer system . Using an altered form of " Duel Monsters " , they planned to face the gang in order to claim possession of their bodies , so that they may exist in the real world . The group were then transported to a virtual jungle . Kaiba wasn ' t fooled into thinking the place was real and allowed himself to be struck by a dinosaur , whose claw simply passed through Kaiba , leaving him unharmed . A virtual copy of Kaiba appeared and Duels a " Total Defense Shogun " in a demonstration of the Deck Master rules , used in this virtual world . The Big Five separated the gang , by making holes appear under them . Seto and Mokuba ended up together in a forest . The two of them came to a door , which transported them to a virtual reconstruction of the orphanage that they used to live in . Here , they were shown projections of their past , including when they got sent to the orphanage and when they got adopted . Mokuba ran away from Seto over to the door , telling Seto that he had liked things the way they were before they got adopted ; at least back then , Mokuba said , Seto actually smiled once in a while . Seto reminded him that they can ' t change the past and assured him that it ' s just an illusion created by Noah . However Mokuba opened the door , causing him to slip over the side of a cliff . Seto reached in on time , catching Mokuba ' s arm before he fell any further . Seto pulled him up and the two found themselves on top of the cliff . The virtual world Seto designed had safeguards to prevent such harm befalling on people , but this place , they realized , is different . Seto told Mokuba that no matter what they see , he must realize that the past is over . He said that he is not proud of every decision he has made , but they were all made in favor of getting the two of them a better life . Seto and Mokuba made their way to a log cabin in a forest . Inside they witnessed projections of when they started living with Gozaburo , including Seto being forced to study and having his toys confiscated . The projection faded away and Noah appeared before Seto and Mokuba . Seto asked Noah why he ' s making them watch this stuff . Noah replied that it ' s to refresh Seto ' s memory of how he forced Gozaburo to a dead end and one day Seto shall be punished . Shortly afterwards , Noah sent them to another recreation of Seto ' s past , where he argued with Gozaburo over the use the virtual software that Seto had invented . Present day Seto accused Noah of using the virtual software that Gozaburo stole from him . Seto and Mokuba were then sent to a beach , where they found a TV half - buried . In it they saw Joey ' s Duel with Johnson and Noah telling Johnson off for cheating . Having lived in Seto ' s shadow , Noah needed to prove that he is more deserving of the position of president of KaibaCorp and cannot do that through cheating . Seto wondered why Noah is putting the two of them in competition . Seto suspected , but can ' t believe it ' s to do with Gozaburo , since he is dead . Kaiba started to wonder who Noah really is . Kaiba and Mokuba traveled through a desert , where they saw the ruins of KaibaCorp ' s old military center . The two finally made their way to a city . Here , Nezbitt , inside Tristan ' s body , attacked them with a kendo stick . Kaiba tried throwing a card at Nezbitt , but he blocked . He then grabbed a pipe , which Nezbitt easily knocked out of his hand . The real Tristan , in the body of a robot monkey , jumped at the impostor , saving Kaiba . Yugi and his friends arrived and caught the action . Joey punched Nezbitt , smashing him through a warehouse door . However Nezbitt emerged on a motorbike and snatched Mokuba , before driving off . Kaiba grabbed another motorbike and took off after Nezbitt . The chase led Kaiba to a bridge , where he was stopped by Leichter . Leichter had taken the form of Jinzo , but this was hidden by his trenchcoat . In order to get Mokuba back , Kaiba had to first defeat Leichter in a Duel . Kaiba was given access to " Duel Monster " cards , bar the Egyptian Gods to build his Deck . Kaiba choose " Lord of Dragons " as his Deck Master . He was initially unable to see Leichter ' s Deck Master , nor does he care , until one of his Trap Card s was destroyed , revealing Jinzo to be the Deck Master . During the Duel , Leichter taunted Kaiba about using the Big Five and Mokuba in order to overthrow Gozaburo . Leichter ' s Deck was weapon - themed and Kaiba had worked to remove such aspects from KaibaCorp . Refusing to lose his dream to a weapon of death , Kaiba Summoned " Blue - Eyes White Dragon " , which took out Leichter ' s " Satellite Cannon " , before it could launch an attack , winning the Duel for Kaiba . After the Duel , Noah formed a tunnel and told Kaiba that he must come this way to find Mokuba . Inside he found Noah , disguised as Mokuba , who transported Kaiba to a living room , containing the real Mokuba . Noah insisted that it was Kaiba ' s former employee that kidnapped Mokuba and that he was the one who rescued him . Kaiba tried to leave with Mokuba . However Mokuba had been brainwashed against him by Noah . Yugi and Téa arrived and showed Kaiba a picture of Noah with Gozaburo . Noah showed Seto a clip from is own past . There Gozaburo was shown speaking with Noah , he handed him a picture of Seto , saying that he planned to bring Seto here to challenge Noah academically and prove Noah had the intelligence to run KaibaCorp . Noah agreed and called Gozaburo father . Kaiba refused to believe Noah was Gozaburo ' s son and asked how come they never met before . Before Noah could answer , an alarm sounded causing him to leave . Kaiba , Téa and Yugi wound up with the rest of Yugi ' s friends , while Noah took the Big Five away to tell them off for trying to steal bodies having not won their Duels . As Yugi ' s friends asked Kaiba about Noah and saving Mokuba , he told them to mind their own business and redirected their attention to The Big Five , who are now sharing Tristan ' s body . While Yugi and his friends were distracted , Kaiba searched for Mokuba by himself . At the top of a hill , he started calling for Mokuba . Although Mokuba heard him , he refused to answer , accepting Noah as his only brother . The clouds in front of Kaiba disappeared , revealing a Kaiba Land . ( In the dub that Kaiba Land had not been built , nor had Kaiba shown anyone its blueprints . ) Inside Kaiba Land , Seto was shown a video with footage of young Noah , spending time with Gozaburo and Noah ' s funeral , in which Gozaburo said that Noah can still be saved . Kaiba took a train from Kaiba Land to a volcanic area , where he met Noah . Noah explained how he had his consciousness uploaded into the virtual world shortly after the accident , where he nearly died ( in the dub , it is only referred to as an " accident " , and Noah says " It is not important what happened to me " ) . By beating Seto in a Duel , Noah said that he will prove he is superior and return to the real world in Seto ' s body , where he will take over KaibaCorp . Seto laughs at the idea of Noah beating him and being able to run KaibaCorp . He accepted the challenge and selected " Kaiser Sea Horse " as his Deck Master . Yugi and his friends arrived to watch the Duel . After a few turns , Seto got a chance to win , but Noah used Mokuba as human shield . Kaiba refused to attack Mokuba and ended his turn . Seto tried talking Mokuba into returning to his side . Yugi pointed out that he was in this situation before when Marik possessed Joey and urged Seto to keep fighting to awaken his bond with Mokuba . Kaiba managed to Summon " Blue - Eyes White Dragon " . Mokuba recognized this as the the card he drew for Seto . Mokuba imagined Seto and himself on the back of a " Blue - Eyes White Dragon " and broke free from Noah ' s influence . With " Blue - Eyes " out , Seto played " Last Turn " creating one final battle to determine the winner of the Duel . Kaiba choose " Blue - Eyes White Dragon " , with 3000 ATK as his monster and Noah chooses his Deck Master , " Shinato ' s Ark " , but revealed its true form " Shinato , King of a Higher Plane " , with 3300 ATK . " Shinato " defeated " Blue - Eyes White Dragon " , causing Seto to lose the Duel . Having defeated Seto , Noah turned Seto and Mokuba into stone . However Yugi accused Noah of foul play , by causing Seto to give up his chance for winning over his brother ' s safety . Yugi then challenged Noah to continue the Duel with him . Should Yugi win everyone Noah trapped would be freed . Yugi combined his Deck with Seto ' s and continued the Duel from where Seto had left off . When Yugi was on the brink of defeat , he imagined everyone Noah had turned to stone , including Seto , were with him . They each handed Yugi a card to draw with " Card of Sanctity " . Using them Yugi defeated Noah , returning everyone who was turned to stone to the way they were before . Gozaburo appeared in the sky before Noah and his prisoners , revealing that he had digitized his mind after losing KaibaCorp to Seto . Gozaburo revealed how he had used Seto to motivate Noah and previously planned to use his body to host Noah ' s mind . After Gozaburo uploaded his mind into the Virtual World , he planned to take Seto ' s body for himself . He no longer intended to do that as he has plans to digitize the entire world and rule it . Noah led the prisoners , claiming to be taking them to an exit . Despite not trusting Noah , Kaiba went along . As he predicted , Noah betrayed them and split the gang up . Kaiba headed to the virtual KaibaCorp headquarters to confront Gozaburo . Gozaburo imposed a game of " Duel Monsters " for Seto to play for his freedom . Seto accepted and found himself struggling against Gozaburo ' s " Exodia Necross " . However he found its weakness and removed the " Exodia " pieces from Gozaburo ' s Graveyard , stripping it of its abilities . Seto defeated " Exodia Necross " with " Blue - Eyes White Dragon " , winning the Duel . Gozaburo was unwilling to give up and transformed into a monster and proceeded to attack Seto . Yugi appeared and managed to save Seto in time . Noah had set the virtual world servers to self - destruct , but having had a change of heart , he helped Seto and Yugi escape . He told them to jump off the KaibaCorp building and opened a gateway to the real world , which they passed through before hitting the ground . Before leaving Kaiba exclaimed , " I won ' t be buried with you , Gozaburo " . Yugi , Kaiba and Mokuba ran to escape the fortress before the missiles struck . Joey and Tristan helped them get onto the moving blimp , as they left Noah ' s fortress , before it got destroyed . Battle City finals . Kaiba , his colleagues and guests arrived safely at Alcatraz for the Battle City finals . Kaiba , Yugi , Joey and Marik partook in a Battle Royal to determine the matchups for the semi - finals . Each Duelist selected a monster to exclude from their Deck to determine the order of play . Kaiba chose the " Masked Beast Des Gardius " , which he had taken from Lumis . Since it had the highest ATK , Kaiba got to go first . Since " The Winged Dragon of Ra " is the strongest of the Egyptian Gods , Kaiba planned to win " Slifer " off Yugi so he could have two Egyptian Gods when facing Marik and " Ra " . Wanting to face Yugi in the semi - finals and too proud to purposely lose , Kaiba made sure he and Yugi were the last two standing in the Battle Royal , matching them up for the second semi - final . Before Joey ' s Duel with Marik , Kaiba commented that Joey didn ' t stand a chance against " The Winged Dragon of Ra " . Joey protested that he went up against " Ra " before , but Kaiba reminded him how it knocked him unconscious . Kaiba told Yugi that his computer had managed to translate " Ra ' s " effects . However , Yugi was unconvinced and believed Kaiba ' s connection with the past played a part in translating the text . Kaiba planned to use Joey as a guinea pig , so he can study Marik ' s strategy . Had it been Yugi that was facing Marik , Marik would win " Slifer the Sky Dragon " making it harder for Kaiba to defeat him in the finals . Yugi smirked that Kaiba ' s plan had a flaw ; he has to get past him first . Towards the end of the Duel , Marik had Joey hit hard by one of " Ra ' s " effects . Mokuba protests that Marik has gone too far , but Kaiba refused to stop the Duel as he must see " Ra ' s " abilities with his own eyes . Kaiba was stunned to see Joey still standing after taking the blast . Joey prepared to attack Marik directly with his " Gearfried the Iron Knight " to win , but collapsed . Kaiba gave Joey 30 seconds to rise . Unable to do so , Joey was disqualified . Kaiba was impressed with Joey ' s performance , thinking to himself " The way you die , at last I ' ll recognize you as a Duelist " . ( In the dub , Kaiba actually thought to himself that Joey ' s performance in the Duel was quite impressive , and finally realized that Joey wasn ' t the third - rate amateur he thought he was . ) Kaiba faced Yugi in the second semi - final . He created a holographic Colosseum of spectators around the top of the tower for the Duel . Kaiba tried to Summon " Obelisk the Tormentor " at an early stage , but Yami Yugi manages to counter both his attempts . Kaiba stole " Slifer " from Yugi ' s Deck using " Lullaby of Obedience " . However Yami took it back with " Exchange " , which he had been planning to use on " Obelisk " . Yami and Kaiba each managed to Summon their respective Egyptian Gods . The two constantly altered the Gods ' ATK or blocked each others attack s , preventing the other from destroying their God . Kaiba attempted to win using " Obelisk ' s " effect , Tributing two monsters to inflict 4000 damage to Yami , but Yami discarded " Kuriboh " to protect himself . Eventually the two Gods attacked each other and after a number of alterations each ended up with 4000 ATK and destroyed each other . The battle of Gods caused Yami Yugi and Kaiba ' s consciousness to be transported to an ancient city . Here they saw " Obelisk " and " Slifer " turned to stone , while elsewhere , the Sorcerer Seto and Nameless Pharaoh battled . The Sorcerer told the Pharaoh that he ' s powerless in the face of the darkness and the land will soon meet the fate of its destruction . When questioned as to why he joined the forces of darkness , the sorcerer replied that he and his followers had allegiance to neither the Dark One nor the Pharaoh . The Sorcerer Summoned Blue - Eyes White Dragon from a tablet and the Pharaoh countered with Dark Magician . The two returned to present time . Kaiba asked if Yami had the same vision as he did . Yami claimed that their Duel is related to the one from 3000 years ago ( 5000 years in the dub ) , and Kaiba said their Duel is destined . ( In the dub , Kaiba calls the vision an illusion . ) Kaiba and Yami continued the Duel . They quickly Summoned " Blue - Eyes White Dragon " and " Dark Magician " respectively . Kaiba used " Lord of Dragons " and " The Flute of Summoning Dragon " to bring out his other two " Blue - Eyes White Dragons " . Yugi used it to Summon Joey ' s " Red - Eyes Black Dragon " from his own hand . Yami blocked the attacks from two of the three dragons , destroying one of them and " Lord of Dragons " in the process . Kaiba used " Monster Reborn " and " Polyerization " to Summon " Blue - Eyes Ultimate Dragon " , but Yami played " Double Spell " copying Kaiba ' s last two Magic Cards , allowing him to Summon " Dark Paladin " . Yami told Kaiba that if he stands at the top filled with hatred , he won ' t find real victory . He ' ll only have to find new hatred , and his future will be filled with endless hatred . Kaiba attacked " Dark Paladin " with " Blue - Eyes Ultimate Dragon " , but Yami used " De - Fusion " , splitting the " Ultimate Dragon " into three " Blue - Eyes White Dragons " . He used " Diffusion Wave - Motion " , allowing " Dark Paladin " to attack all three of them , winning the Duel . Kaiba thought Battle City was his tournament , the entire event was designed so that he would be victorious , he wanted to put the memory of his adoptive father behind him and be crowned the world ' s best Duelist atop his Duel Tower . Despite coming so close , his victory slipped away from him . Yugi compliments Kaiba on the Duel , but Kaiba said he doesn ' t want his pity . Yugi admitted Kaiba is a strong Duelist , but he was defeated by the monster in his heart called " hatred " . Yugi pointed out how friendship helped him win , but Kaiba said that everyone is alone in this world and he doesn ' t want any pals to slow him down . Yugi called that sad , to which he just scoffs . Kaiba accepted his defeat and angrily gave Yugi his " Obelisk the Tormentor " card , as per the rules of the tournament . As Kaiba left , Joey , who had awoken from his coma , challenged Kaiba to a third place play - off . Kaiba wasn ' t interested at first and considered Dueling Joey to be waste of time . But Joey persisted and Kaiba eventually accepted . At the bottom of the Duel Tower , the two faced off . Kaiba played " Crush Card Virus " at an early stage , eliminating Joey ' s stronger monsters . Regardless Joey put up a good fight . He annoyed Kaiba by taking control of one of his " Blue - Eyes White Dragons " . Towards the end of the Duel , Joey attempted to win by using " Time Wizard " to age " Baby Dragon " into " Thousand Dragon " and weaken Kaiba ' s " Blue - Eyes White Dragon " . Kaiba scolded Joey for thinking the Duel is fun . When Kaiba told Joey he never has any fun even in a Duel , Joey couldn ' t help but grin in amusement . This proved Kaiba was a more miserable person than Joey thought he was . ( In the dub , he mocked Joey for relying on luck to win his Duels . ) Kaiba used " Interdimensional Matter Transporter " to save his dragon from " Time Wizard " and won on his next turn . Kaiba left thinking the Duel was a waste of time . Initially Kaiba had no intention of watching the final Duel between Yugi and Marik , but was confronted by Ishizu , who told him Yugi is going to need his help to defeat Marik . Kaiba walked away , not caring if Yugi loses . Ishizu called him back and said " pret kreto " , an Ancient Egyptian phrase , which to Kaiba ' s own surprise , he understood . She said that these words were prayers for the dead , from a friend that were engraved on a stone found in the Pharaoh ' s temple . ( In the dub , Ishizu didn ' t speak Ancient Egyptian and told Kaiba that his own future is at stake . ) Ishizu told Kaiba of his connection to the sorcerer , who was the Pharaoh ' s rival , but ultimately helped the Pharaoh save his people and now history is repeating itself . Kaiba was unconvinced and left to prepare for the detonation of the Duel Tower . However , Mokuba started to cry that Yugi and Joey were right about Kaiba being filled with hate , Dueling for all the wrong reasons and never having fun anymore either . Kaiba reconsidered and decided to help Yugi , despite hosting the tournament to beat him . Kaiba estimated Yugi ' s chances of winning to be 3 % , but he has a card that can beat " The Winged Dragon of Ra " . If Yugi could figure out how to use it , it would give him a 20 % chance of winning . ( Kaiba made no such calculations in the dub . ) As he made his way to the Duel , Kaiba remembered Yugi saying that the strength of his friends brought him victory and wondered if Yugi can create a miracle if he entrusts him with this card . ( In the dub , Kaiba thought he ' d enjoy watching Yugi fall at the hands of Marik , but it would be interesting to see if Yugi has what it takes to use this card . ) Before the Duel , Kaiba gave Yugi the card , " Fiend ' s Sanctuary " . Kaiba told Ishizu that he only helped Yugi to prove her wrong when he loses . Kaiba watched the Duel and saw the card he gave Yugi , help out . He congratulated Yugi after he won . With the tournament over , Kaiba and Mokuba , initiated the self - destruction of the Duel Tower to destroy their memory of Gozaburo and his loss to Yugi . While everyone else left in the helicopter , Kaiba and Mokuba leave in the Blue - Eyes White Dragon jet , as they planned to start work on Kaiba Land in America right away . Pyramid of Light . Seto Kaiba Duels against Yami Yugi in an attempt to obtain the Egyptian God cards . In order to find a way to overpower them , he set off to where Pegasus , the creator of the game , resided to get the answers he required . Waking the Dragons . When real " Duel Monsters " started appearing , KaibaCorp got plenty of phone calls from people , who believed they were created by Kaiba ' s Solid Vision . Kaiba , who was still in America working on Kaiba Land , made an announcement on TV . He said that they had shut down their system as a test and found the monsters still appeared , so something other than their system is causing the monsters to be created . In his office , Kaiba thinks that someone is trying to make a fool out of him and wondered if the monster appearances were the doing of one of his rivals . He suspected Industrial Illusions and got Roland to contact them . Mokuba rushed into the office and tells Kaiba that someone has bought all of their stocks . Alister , pretending to be Pegasus calls Kaiba , claiming to be the one who bought the stocks , but he ' s not interested in Kaiba ' s company . He tells Kaiba that he must Duel him in Duelist Kingdom , or else , he will sell all of his stocks , ruining the Kaiba Corporation , and therefore , destroy his goal of building Kaiba Land . Kaiba and Mokuba took the Blue - Eyes White Dragon jet to Duelist Kingdom . They confronted Alister disguised as Pegasus in the castle . Kaiba accused him of being responsible for the monster appearances . Alister claimed that it ' s all Kaiba ' s responsibility . Kaiba demanded to know what he meant , and Alister said that he will tell him if Kaiba can beat him in a Duel . Alister used the Dueling Arena , while Kaiba choose to put his cards on his Duel Disk , as he did not trust Pegasus . Alister used Pegasus ' Toon strategy . Kaiba stopped this by destroy ing " Toon World " and accused Pegasus of using the same old strategy . After noting that Pegasus isn ' t predictable , he doubted he was facing the real Pegasus , so Alister revealed the disguise . Alister then played " The Seal of Orichalcos " , so that the loser would lose their soul . Alister accuses Kaiba of ruining his life , since his brother had been killed ( went missing in the dub ) in a war , where Gozaburo sold weapons to both sides . Since Alister had been studying Kaiba , he was able to predict that Kaiba would rely on " Crush Card Virus " , and prevented this with " Royal Decree " . He took control of two of Kaiba ' s " Blue - Eyes White Dragon s " to stage the perfect revenge . Kaiba realized that there wasn ' t a card in his Deck that could save him , but before drawing his next card , his consciousness was transported to a hall , where he sees two dragons trapped crystal . He removes a sword from one of the dragons , freeing it . To Kaiba ' s surprise , he somehow knows the dragon ' s name is Critias . ( In the dub , Dark Magician Girl told him that he had been chosen to release Critius and instructed him to remove the sword ) . Kaiba returned to reality and drew his next card , " Fang of Critias " , which was not in his Deck before . He combined it with " Crush Card " , forming " Doom Virus Dragon " . He used " Doom Virus Dragon " to destroy Alister ' s monsters and attack him , but Alister played " Contagion of Madness " , making the Duel a DRAW . Since it was a DRAW , neither player lost their soul . Afterwards Kaiba wondered about the card , " The Fang of Critias " . After boarding his jet , he received an e - mail from HQ , saying that he needed to come back , but Kaiba opted to visit Industrial Illusions to ask about the card instead . Mokuba was unable to contact Pegasus on the way . Kaiba suspected that this would happen ; whoever Alister is working for has already captures Pegasus and wants him next . Kaiba wondered how he could know the effect of the card ; he doesn ' t believe in the supernatural , but the power of the card is very real . While on the jet , Kaiba noticed " The Fang of Critias " glowing while elsewhere Joey Wheeler acquired " Claw of Hermos " . Kaiba arrived at Industrial Illusions American headquarters , where he encountered Yugi , Joey , Téa , Tristan and Duke . He asked about Pegasus and learned that Mai Valentine has been there earlier and taken his soul using " The Seal of Orichalcos " . Kaiba briefed the others in on his encounter with the impostor Pegasus , who he believes is trying to take over his company . In search of answers , the group followed by Rex and Weevil go to a private room , which Yugi is able to open using a card Pegasus gave him . A hologram of Pegasus informed the party about Doma ' s involvement in historical events . Kaiba recalled Gozaburo saying something about a dark force behind the world economy , which he now believes could be Doma . ( In the dub , Kaiba says that this is just a hoax by Pegasus . ) Kaiba learned that Yugi and Joey also have Legendary Dragon cards like " Critias " and Yami claimed it was their destiny to work together to defeat Doma . However Kaiba left them , claiming that he ' s the one who decides his fate . After Kaiba returned to KaibaCorp headquarters , he received word of their stock plummeting and nearly half of the company being bought out by an unknown investor . Kaiba believed that it was Doma ' s doing and had his employees research what they could find about Doma . Mokuba was concerned about Kaiba facing Alister , again as he believed that Alister was simply fighting for his brother . However , Kaiba insisted that he must knock Doma down or there won ' t be any hope for KaibaCorp or Kaiba Land . ( In the dub , Kaiba believed that Pegasus was behind the problems and Mokuba suggested that it could be Alister . ) Kaiba received a phone call from Joey , who asked him for a lift to Florida in exchange for information about Doma , but Joey got overexcited and told him that one of them defeated Yugi in a Duel and took his soul . Kaiba became outraged over Yugi throwing away his championship title to some " nobody " and not him . He called Yami a disgrace to the game and hung up the phone , thinking that this is just another excuse to hunt down those thugs . On board a company plane , as Kaiba and Mokuba notice a bizarre light phenomenon outside the window , the pilot , who is Alister in disguise reports that there will be some turbulence . The brothers get curious as to what is going on and find that the rest of the plane is empty . They finally found Alister , who demands a rematch and informs them that the other passengers had been evacuated before the flight , as he didn ' t want them to interfere with their Duel ( in the dub , he said that the other passengers had been an illusion ) . Kaiba flipped a switch , which removed the furniture and cleared a space for Dueling . Alister vowed to hang Kaiba ' s soul on Mikey ' s tombstone and the Duel began . Once Alister played " The Seal of Orichalcos " , its green light damaged the plane and switched off the autopilot . The sides of the plane appeared as if they disappeared and the seal rose Kaiba and Alister to the roof of the plane and formed a dome over itself . During the Duel , Kaiba is sent to an illusion of a city that was made a battlefield by KaibaCorp , when Gozaburo was in power . Kaiba appeared in a hideout , where he met Aaron , who looks like Mokuba . Aaron , along with Tony and Dennis had collected weapons from the battlefield to give to people protecting the city . ( The references to the weapons were removed in the dub . ) Outside , Aaron offered to play chess with Kaiba by etching the board in the soil and using empty weapon cartridges as pieces . This reminded Kaiba of how he used to play chess with Mokuba in the orphanage before they were adopted . ( The game of chess was removed in the dub . ) Kaiba and Aaron were interrupted when the hideout was bombed . Aaron tried to run over there to save Tony and Dennis , but Kaiba stopped him , insisting that it was too dangerous . When Aaron turns to Kaiba to plead , he turns into Mokuba pleading to Kaiba . A tank then appeared and shot at Kaiba and Aaron . The tank turned out to be one of Alister ' s cards and the Duel resumed in the city , while Aaron had disappeared . Alister explained what Kaiba had seen had really happened before ; Aaron , Dennis and Tony were his friends growing up , that attack from the tank had killed Aaron and Alister ' s brother Mikey had been killed in the same way . ( The mentions of death are removed in the dub . ) The vision of the city faded shortly afterwards and the Duel continued on the airplane . Alister accused Kaiba of being like Gozaburo and expressed his wishes for a world free of war , which isn ' t possible with people like Gozaburo . To achieve such a world , he claimed to need Kaiba ' s soul . After sending an SOS to Roland , Mokuba appeared to watch and begged Kaiba to stop the Duel or Alister would lose his soul . Kaiba claimed that he needed to defeat Alister for the sake of Kaiba Land . ( In the dub , he said that he doesn ' t back down from a challenge . ) Roland appeared with a team of helicopters to rescue the Kaiba brothers later in the Duel . Kaiba asks Alister if he would destroy the whole world if it meant hurting Mikey . Kaiba then goes to tell Alister that what happened to Mikey was Alister ' s fault , as it is an older brother ' s duty to protect the younger brother . Alister , outraged , used the " Seal of Orichalcos " to damage the plane further and send it plummeting and then refuses to end his turn , telling Kaiba that he can ' t protect his brother either . Mokuba calls to Alister to think what Mikey would think of Alister if he saw him acting like this , causing Alister to see Mikey in Mokuba . Kaiba tells Alister that no matter what he won ' t let anything happen to Mokuba and that he can win in one turn if Alister ends his turn . Alister agrees to give Kaiba one chance , to see if Kaiba can really protect Mokuba and he ends his turn . Kaiba used " The Fang of Critias " to form " Tyrant Burst Dragon " , whose effect powered up his " Blue - Eyes White Dragon " ( in the dub , the combination was called " Blue - Eyes Tyrant Dragon " ) , and defeated Alister before the plane crashed . Mokuba mourns over Alister ' s soulless body while Kaiba runs to the cockpit . Kaiba asks Alister if he can hear him because he will land the plane and not let Mokuba get hurt . The three Legendary Dragons , Timaeus , Critias and Hermos then appeared and carried the plane to a safe landing . At some point , Kaiba sent men to the museum in Florida to find clues regarding the undersea ruins . Outside the plane , Kaiba and Mokuba met Joey , Téa , Tristan and Yami , who had followed the dragons . Roland landed his helicopter and informed them of KaibaCorp being bought out by Doma . Yami tried to convince Kaiba that they were brought together for a reason . Despite not believing in destiny , Kaiba said they might be useful and gave them a lift in one of the helicopters . Despite no longer working for Kaiba , Roland and Fuguta vowed to help him . Kaiba receives images of the ruins from the men he sent to the museum , who are attacked by ninjas immediately afterwards . Kaiba sent the data from the ruins to Rebecca ' s laptop . However the ruins were too worn for her and Arthur to decipher them . Kaiba ordered the pilot to take them to the United States KaibaCorp headquarters . Despite it being taken over by Doma , it had the necessary technology to clear - up the images . The group met up with Duke , Arthur and Rebecca at the pier near the KaibaCorp building . Kaiba and Yami took an underground passage into the building . Once they got inside they were attacked , by Duel Monster Spirits . By playing cards on their Duel Disks , Yami and Kaiba were able to Summon monsters to fight them off . The monsters are eventually destroyed and the two are cornered . However Rebecca , who hacked into the security system manages to open and close doors to Kaiba and Yami ' s advantage safely guiding them to the central computer mainframe . Using the computer , Kaiba cleaned - up the images and sent them to Arthur , who translated them as a prophecy about a black serpent returning and Atlantis ruling again . Kaiba recognized an insignia on the ruins as that of Paradius . The president of Paradius , Dartz , destroys the computers and appears before Kaiba and Yami standing on The Great Leviathan . Kaiba figured that Dartz is also in charge of Doma . Yami and Kaiba attempt to Duel him and Summon " The Eye of Timaeus " and " The Fang of Critias " . However Dartz disappeared before they could attack him . The Duel Spirits then broke into the room , causing Kaiba and Yami to flee to the roof , where they boarded the Blue - Eyes White Dragon jet and crash landed . Kaiba and Yami met up with the others and got the location of Paradius headquarters from Rebecca . However they were ambushed by Orichalcos Soldier s , who Yami and Kaiba managed to fight off by Summoning " Timaeus " and " Critias " . Kaiba then left the group to find defeat Dartz himself and reminded them that they can use his satellite system to track Joey ' s location . Kaiba and Mokuba stopped at a car shop and hopped into a sportscar . The salesman tried to stop them , but Kaiba handed him a check for $ 500 , 000 and sped off . They were stopped by a group of Orichalcos Soldier s one block from the headquarters . Kaiba fought them off using " Blue - Eyes White Dragon " and " The Fang of Critias " and continued to drive to the headquarters , but was stopped once again when he bumped into Téa and Tristan with Joey ' s now soulless body . They were forced to abandon the car as they got onto a fire escape to get away from a swarm of rats with glowing red eyes . The five of them then made their way to the Paradius headquarters , where they found Yami Dueling Rafael . After the Duel , the building started to collapse . Fortunately for the group , Roland arrived in the helicopter to rescue them . They witnessed the outside of the building crumble away , revealing an Atlantian building inside it . Yami handed Kaiba a chip , he received from Raphael , which Kaiba inserted into a device and found it contained a map to Dartz ' s lair . They prepared to fly towards it , but military helicopters appeared and gestured them to follow . They were guided through a swarm of locusts and onto the USS " Courage " . ( The locusts were removed in the dub . ) The military asked for their help in defeating Doma . Doma had been controlling the country ' s politics preventing them from initiating an attack ( in the dub , Dartz had not been leaving enough evidence to allow them to attack ) . The military then flew them to Dartz ' s temple . Inside the temple , they found the souls of everyone taken by " The Seal of Orichalcos " sealed in slabs lining the walls . Dartz appeared before them and explained that he has spent ten millennia collecting the souls to revive The Great Leviathan . For the souls to be freed , Dartz said that the Nameless Pharaoh must defeat him first . Not wanting to face Dartz alone , Yami enlisted Kaiba for help and the two of them faced Dartz together . During the Duel , the Orichalcos generated another vision of the past . This time they witnessed Atlantis ten millennia previous , as it became corrupted by the Orichalcos , resulting in the Battle of Atlantis , which caused the city to sink . The two managed to work together as a team , but when Dartz ' s " Mirror Knight Token s " bore the faces of Yugi , Joey , Mai and Pegasus , all of whom had been taken by " The Seal of Orichalcos " , Kaiba was unable to talk Yami into attacking them . Kaiba learned that Dartz had been disguised as Gozaburo in order to manipulate Alister into hating the Kaiba family . Kaiba finally lost , but transferred the ATK of his " Mirror Force Dragon " to Yami ' s Life Points using " Wish of Final Effort " , before losing his soul . Yami made use of the extra Life Points to win the Duel . After he lost , Kaiba ' s soul was inside a bubble being sucked into The Great Leviathan , along with some of the other lost souls . Once Yami defeated Dartz , the Legendary Knight s freed the chosen Duelists ; Yugi , Joey and Kaiba , from the Leviathan . Outside , the group found that Atlantis has risen out of the sea . Kaiba , Yugi and Joey returned into temple to find Dartz . Yugi handed Kaiba and Joey back their Legendary Dragon cards and the trio entered a vortex transporting them to the heart of Atlantis . They found that Dartz had left his body and combined with The Great Leviathan , to compensate for not getting the souls of the chosen Duelists . Kaiba , Yami and Joey Summoned a barrage of monsters to battle the leviathan and are accompanied by an army Dark Magician Girl brought from the Spirit World . However the Leviathan shot tendrils at the three Duelists and pulled them inside it . By absorbing the strength of the other souls within the leviathan , Yami managed to Summon the Egyptian Gods and free himself , Kaiba and Joey . Kaiba witnessed the Gods attacking the Leviathan , freeing the souls it had taken . As Yami battled what was left of The Great Leviathan , Kaiba and Joey were forced to leave Atlantis as a tidal wave approached . They met up with the others and took off in the KaibaCorp helicopter . After The Great Leviathan was defeated and Atlantis sunk once more , Kaiba ' s " The Fang of Critias " card disappeared . Grand Championship . Kaiba managed to reclaim the stock he lost to Doma , but KaibaCorp still lost a lot of reputation and the price of its stock went down . Mokuba suggested that they host a tournament at the grand opening of the USA Kaiba Land . Kaiba agreed and decided to call it the KaibaCorp Grand Championship . He sent invites to some of the greatest Duelists in the world , but , because of his busy schedule , he was not able to take part himself . He arranged it as a sixteen player knockout with the winner facing Yugi . At the opening of the Kaiba Land Zigfried von Schroeder hacked into the Kaiba Dome ' s computer system . By the time Kaiba arrived at the Dome , Yugi had defeated the CPU in a game of " Duel Monsters " , restoring control to normal . Unsure who did it , Kaiba tightened security and vowed to punish the hacker . At the beginning of the tournament Kaiba jetpacked into the Kaiba Dome to introduce the tournament as the ultimate test of survival with Kaiba Land as its battlefield . With the tournament running too smoothly , Kaiba suspected the hacker must be already be in Kaiba Land and got Roland to perform a background check on all the competitors in the tournament . Kaiba grew suspicious of Zigfried , who had entered the tournament under the name " Zigfried Lloyd " , when he saw him announce to a surveillance camera that he has a special show in store for Kaiba , before Dueling Rex and Weevil , who snuck in . Kaiba prepared for an attack on the computer system , such that he would be able to completely back - up the system should it get damaged . During Joey ' s Duel with Zigfried , Zigfried thought Kaiba was too slow with figuring him out and gave Kaiba a clue by triggering a virus causing electronics around the park to go haywire . Kaiba then remembered his encounter with Zigfried at the party thrown by Gozaburo . Kaiba managed to stop the virus and ordered Roland to perform another background check on Zigfried Lloyd and find out if he ' s connected to the Schroeder family . They found no personal or family information about Zigfried Lloyd , but plenty of tournament history and that he had entered these tournaments through the recommendation of politicians who were not available to comment . However Kaiba picked Bayern Governer Fravz from the list of politicians and insisted that they ask him again and mention that Kaiba still remembers " what happened " . ( In the dub , Kaiba told them to make him an offer he can ' t refuse . ) After finishing the background check , Kaiba ' s suspicions were confirmed as he found Zigfried ' s true identity . Before the final Duel between Zigfried and Leon von Schroeder , who had entered under the fake name " Leon Wilson " , Kaiba interrupted and exposed Zigfried as Zigfried von Schroeder from Schroeder Corp . He accused Zigfried of causing the machines to go haywire , and disqualified him for entering under a fake name . Zigfried accused Kaiba of being a coward , afraid that someone from Schroeder Corp might win the tournament and become the world champion . Kaiba disagreed , commenting that he was kicking Zigfried out because he didn ' t like him , not because he was scared of him . Kaiba then broke his promise of not Dueling in the tournament in favor of embarrassing Zigfried on TV and challenged him to a Duel . As they Dueled , Zigfried stated how KaibaCorp had always been one step ahead of Schroeder Corp in the gaming industry , including Kaiba making the contract with Pegasus to develop holographic technology for " Duel Monsters " , just before he could make a similar contract . ( In the dub , he accused Kaiba of stealing his invention . ) With KaibaCorp ' s stock low , Zigfried planned to defeat Kaiba and destroy KaibaCorp ' s reputation and cause Pegasus to give up on KaibaCorp and make a new partnership with Schroeder Corp . However Kaiba went on to win the Duel . Believing that Zigfried is no longer a threat , Kaiba didn ' t bother having him removed . As Leon faced Yugi in the title Duel , Kaiba noticed Leon was acting strange . One of his employees performed another background check on Leon Wilson and found that he is part of the Schroeder family . Zigfried appeared on Kaiba ' s balcony and revealed that Leon winning the tournament had been his plan all along . Kaiba was unable to disqualify Leon as the tournament rules forbade him from interrupting Duels . Leon played the card " Golden Castle of Stromberg " , which should be Illegal , but Zigfried had hacked the system to allow it . Unbeknownst to Leon , Zigfried had also re - written the data on the card , so that it would inflict a deadly virus into KaibaCorp ' s computer system when played . Kaiba tried to launch an anti - virus , but was too late . As Kaiba and his workers tried to stop the virus , Yugi managed to destroy " Golden Castle of Stromberg " , stopping the virus from doing further damage . Despite Leon losing the Duel , Zigfried believed the virus had done enough damage to destroy years worth of programming , but due to his earlier preparations , Kaiba was able to restore everything . Dawn of the Duel . Yami Bakura appeared on Kaiba ' s computer screen to show him that he had kidnapped Mokuba and challenged Kaiba to a Shadow Game of " Duel Monsters " on the roof of the KaibaCorp building . To Kaiba ' s surprise purple mist surrounded them as they Dueled , but Bakura told Kaiba not to be so shocked as he used to play this game 3000 years ago ( in the dub , he said that Kaiba ' s attitude hadn ' t changed in 5000 year ) . When Kaiba Summoned " Blue - Eyes White Dragon " , Bakura showed him a vision of Priest Seto holding Kisara up to the " Blue - Eyes White Dragon " tablet . Bakura left before they could conclude the Duel and chucked Kaiba the Millennium Eye , telling him to bring it to Egypt if he wants to understand the nature of his bond with Blue - Eyes White Dragon . Roland later informed Kaiba that Yugi and his friends had boarded a flight to Egypt . Wondering why they did that , Kaiba looked at the Millennium Eye and thought Bakura must have gotten to them . Kaiba initially had no interest , but after Diabound used " Blue - Eyes ' " " White Lightning " attack in the Memory World , Kaiba looked at Eye again , swearing he just heard " Blue - Eyes White Dragon " . As Kaiba thought about what was going on the Eye started to glow and he saw another vision of Priest Seto standing on a balcony with the Pharaoh . Somewhat convinced , Kaiba took his Blue - Eyes White Dragon jet and flew to Cairo . At Egypt , Kaiba landed near a museum , where he was greeted by the Marik , Ishizu and Odion Ishtar , who mistakenly thought he was here to see the pharaoh ' s tablet and told him that it had been moved to its original resting place . However Kaiba told them about Bakura and showed them the Millennium Eye . Fearing Bakura was up to no good , they advised Kaiba to go to the tablet to find out the truth . Kaiba arrived at the cavern where the tablet was . He found Bakura , Yugi , Joey , Téa and Tristan ' s bodies lying unconscious on the floor . The Millennium Eye then lit up and sent a beam at the tablet and showed him visions of Priest Seto and other Ancient Egyptians . At the Dark RPG table , Yami Bakura sucked Kaiba through a vortex into the Ancient Egyptian Memory World in order to absorb some of his soul to revive Thief Bakura . Kaiba woke up in an alley afterwards and found that other people were unable to see him and could pass through him as if he wasn ' t there . However he met Kisara , who was able to see him and mistook him for Priest Seto . After realizing that he wasn ' t , she informed that an evil force was threatening their land and they must act quickly or everything would be lost . She bade him farewell and ran off . Kaiba followed Kisara and watched her warn Priest Seto of the danger . The two of them were then attacked by the Shadow Magus . Kaiba saw a battle between Kisara , Seto and later Pharaoh Atem against the Shadow Magus , which resulted in the deaths of Kisara and the Magus , as well as " Blue - Eyes White Dragon ' s " spirit being sealed in a tablet . Afterwards the Pharaoh , who Kaiba recognized as Yami Yugi spoke to him . He told him who Priest Seto is and that they are playing a Dark Game formed by the memories of 3000 years ago . He advised Kaiba to try and get out because Zorc was about to be revived . The two of them watched Seto cover Kisara ' s body ( in the dub , Atem asked if Kaiba believed him now . Kaiba said that for all he knows it could be a bad dream . Atem looked at Seto and asked Kaiba to tell him that . However Kaiba asked if he ' s supposed to feel bad because some guy who looked like him lost his girlfriend ) . After Atem and Seto left , Kaiba took another look at Kisara ' s body . He remembered what she had said to him before but merely shrugged and left her to perish into dust . Kaiba saw the Egyptian Gods battling Zorc and to his surprise saw the Gods defeated . He saw Seto Summon " Blue - Eyes White Dragon " to battle Zorc , but to his horror it also got destroyed . Kaiba went after Zorc as he attacked a city . He saw two boys running from Zorc and yelled at Zorc to stop . In response , Zorc blasted fire at him . Kaiba managed to dodge it , but was unable to get the boys to move before they were incinerated . ( The fire and the boys being killed were removed from the dub . ) A Duel Disk appeared on Kaiba ' s hand , which he used to Summon a " Blue - Eyes White Dragon " . Zorc reminded him that Seto had already tried that . However , Kaiba fused it with his other two " Blue - Eyes White Dragons " to form Blue - Eyes Ultimate Dragon . As he did this , the souls of Kisara and Seto were drawn into the dragon . " Blue - Eyes Ultimate Dragon " and Zorc battled for a while . The ultimate collision of light and dark created a bridge between worlds and the real world became visible in the sky . Elsewhere Atem saw the " Ultimate Dragon " and thought Kaiba is the only person he ' s known to ever be able to Summon that monster . Using the power of the Millennium Puzzle , Millennium Scale and his DiaDhank , Atem gained the armor of " Black Luster Soldier " and fused himself and Kaiba with the Dragon creating " Master of Dragon Soldier " . They attack Zorc , causing a massive burst of energy . The attack was strong , but didn ' t destroy Zorc . " Master of Dragon Soldier " disappeared and Atem and Kaiba returned to normal . As Yugi and his friends tried to make the Pharaoh ' s hieroglyphic name appear on the cartouche , Zorc launched an attack at them , but Kaiba blocked it using " Ring of Defense " . Zorc then threw another fireball at the ring , destroying it and throwing Kaiba back . Atem finally learned his name from reading the cartouche . With knowledge of it , he was able to revive the Egyptian Gods and fuse them into The Creator God of Light , Horakhty , who destroyed Zorc . After the battle , Kaiba , Atem , Yugi , Téa and Tristan flew into the gateway in the sky to return to their world . The group woke up back in the cavern with the tablets . Kaiba threw the Millennium Eye to Atem , who was back residing in Yugi ' s body . Joey began to question Kaiba on how he got it , but stopped at the sight of Bakura appearing . But they quickly found out it was the " good " Bakura . As the others helped Bakura out , Kaiba stayed back with Atem and took a final look at the tablets . Outside the cavern , the group met the Ishtars , who were ready to take Atem to the Shrine of the Millennium Stone where he can finally be laid to rest . The group drove to a dock , where Kaiba was reunited with Mokuba . On board the ship , Joey asked Kaiba why he was coming . Although he didn ' t answer , Ishizhu said that since his fate was influenced by the gods , Kaiba should witness this event with his own eyes ( in the dub , she said that although Kaiba won ' t admit it , he is here to witness the Pharaoh ' s final rite of passage ) . After learning that Atem must lose a Duel as his final test , Joey and Kaiba both wanted to face him . However Yugi said that he will be the one to face Atem . Angrily Kaiba said that Yugi can ' t beat Atem ( in the dub , Kaiba said he didn ' t come this far to see Yugi lose his title to his imaginary friend ) . Still unhappy , but accepting it , Kaiba told Yugi to at least build a real Deck if he ' s going to be Dueling and offered him a briefcase of cards to use to construct a Deck . Yugi declined in favor of using his and Atem ' s cards . The next day the group were led to the Shrine of the Millennium Stone . Kaiba watched from the sidelines and witnessed the Pharaoh separate from Yugi ' s body . He commented that they were about to find out who the true King of Games is . As Kaiba predicted , Atem used the Egyptian God cards , but to Kaiba ' s surprise he managed to get all three on the field at once . Thinking it was obvious who would win , Kaiba prepared to leave . Joey , Téa and Tristan tried talking him out of it , but to no avail . Kaiba thought that if the Pharaoh wins , at least he can have a rematch with him . Yugi then called Kaiba to stay , saying that he owes it to the Pharaoh ( in the dub , he said that he thought Kaiba would like to see him beaten , but Kaiba replied that that was only if he was the one who got to beat him ) . Yugi insisted that the Pharaoh and Kaiba have a history and Kaiba should be here to say goodbye when he loses . Kaiba was surprised to hear that Yugi still thought he could win . Since Yugi was so determined , Kaiba said that he would stay until the end ( in the dub , Kaiba said that once Yugi loses , he will show the pharaoh a real Duel ) . Kaiba was unable to find any weakness in the God Cards and thought Yugi will have to show him a Duel beyond his imagination to beat them . To Kaiba ' s astonishment , Yugi managed to destroy the three God Cards by repeatedly redirecting the " Lightning Blast " effect of " Slifer the Sky Dragon " back at them in the one turn . Having never seen anything like it before , Kaiba said that he now believes Yugi ( in the dub , he said that Yugi really is the true King of Games ) . Joey was surprised to see Kaiba cheering for Yugi . Kaiba was once again surprised when the Pharaoh said that he knew Yugi would defeat the Gods and that was only the first stage of the Duel . When Yugi was forced to battle the " Dark Magician " , Kaiba was glad that he stuck around . After Yugi won , Kaiba watched Atem pass on into the afterlife . Once he was gone , the cavern started to collapse , and everyone ran outside . Kaiba and Mokuba left Egypt afterwards in the Blue - Eyes White Dragon jet . This sequence of events is only present in the anime version of the final arc . In the manga , Kaiba is not seen again after Battle City until the closing scenes of the manga , when he arrives in Egypt too late to see Atem leave for the Afterlife . Dark Side of Dimensions . In the Dark Side of Dimensions , Kaiba ' s main goal is to find Atem so that they can have a final duel . The movie is based on the manga canon ( with broad strokes from the anime applied ) , so Kaiba was not present to witness Atem leave for the Afterlife and doesn ' t know his spirit no longer inhabits the Puzzle . In the English dub , his motivation is principally to win back the King of Games crown . In the Japanese original , Kaiba does not mention the title but is frustrated that he no longer has an opponent who can challenge him on a ' road of battle ' . Throughout the film Kaiba is attempting to solve the Millennium Puzzle , and has built a space station to help him do so much faster than Yugi was able to by hand . It is also shown that Kaiba has been working on advancing his technology in other ways . The movie shows a new Duel Disk that has no need for physical cards and that Kaiba effectively has the entire city of Domino under his surveillance . When Aigami and Yugi both end up holding the remaining pieces of the Puzzle Kaiba needs , he stages a tournament to win them back . Once Yugi defeats Aigami , Kaiba challenges Yugi and is dismissive of him as anything other than a vessel for the Pharaoh . Yugi interrupts the duel to solve the Puzzle but Atem does not return . Kaiba is shocked and refuses to accept it . They continue the duel but the result is inconclusive as Aigami reappears , corrupted by the Millennium Ring . Kaiba and Yugi team up to defeat Aigami . In both versions Kaiba expresses trust and a sense of attachment to Atem at the climax of the film , as he sacrifices himself to give Yugi a chance to call Atem , and declares he has his own bond with Atem in the dub . Now restored from Aigami ' s dimension , Kaiba acknowledges Yugi as a strong duelist in his own right , then leaves to seek Atem once more . He combines his technology with the power of Diva ' s cube to cross dimensions to challenge Atem in his own world , though the outcome is unknown and whether he is able to return is ambiguous . " Yu - Gi - Oh ! GX " . Kaiba organized a card illustration project , where the winning entries would be put in a time capsule and sent into space . The cards would be produced once they received the wave aura from space . Kaiba bought Duel Academy , a school that trains people in " Duel Monsters " . Kaiba was only shown Dueling during Gerard ' s flashback . He defeated him with " Blue - Eyes White Dragon " . The Duel Monster Spirit " Kaibaman " , based on Kaiba ' s character . He Dueled against Jaden Yuki , using the same Deck as Kaiba , including three " Blue - Eyes White Dragons " . Kaiba made a bet on his ownership of the school with Slade and Jagger Princeton . He was bold and had full confidence that the Duelist representing Duel Academy , Chazz Princeton , would win despite the unfair advantage in the Duel . Kaiba stated at the end that anyone who was a student at his academy should be able to win a Duel no matter what the situations are ( in the dub , he stated that Slade and Jagger needed to learn a little bit more about world domination ) . While Lyman Banner was giving a history lesson , he mentions Yugi and Kaiba as the best Duelists of their generation and shows drawings of them to the class . One of the girls in the class says that they are one of the best looking , and another girl calls them dream boats . Kaiba graciously allowed Sartorius the use of Kaiba Land during a Duel Academy field trip , having no interest how he plans to use it . ( In the dub , Sartorius said that Kaiba hadn ' t aged in years . Kaiba then ordered his security men to keep an eye on Sartorius having suspicion on his scheme for using Kaiba Land . ) When Pegasus met Aster Phoenix at a party he listed Kaiba as one the best five Duelists he has ever met . He considered Kaiba to be the second greatest after Yugi . Kaiba was shown to be the last citizen of Domino City who survived Trueman ' s attack . When Jaden is taken to the past to Duel against the younger Yugi , he picks up a flyer that has a picture of Yugi , Téa , Tristan , Joey and Kaiba . " Yu - Gi - Oh ! 5D ' s " . His company Kaiba Corp is responsible for turning Domino City into New Domino City as well the creation of the Turbo Duels , a type of Duel which is only played by either using a " Duel Runner " or a " Duel Board " . When Crow was investigating the disappearance of Robert Pearson in the dub , he went to the security that Bolten owned . One of the security men joked that they were going to have lunch with Seto Kaiba later on that day after they heard Crow say that he needed to see Bolten . Relationships . Yugi Muto / Yami Yugi . After Kaiba lost to Yugi in their first Duel he makes a conviction to vanquish Yugi and becomes his arch - rival throughout the series . Their differing personalities often causes them to come into conflict with each other such as their initial meeting with Kaiba ' s belief in cards being meant for power over Yugi ' s belief that cards have a heart . Despite their differences , Yugi bears no animosity towards Kaiba , which cannot be said the same for the other way as Kaiba holds a grudge against Yugi throughout the entire series as he seeks to become the world ' s greatest player in Duel Monsters but is unable to grasp the fact of being overshadowed by Yugi as his second . Throughout the series , circumstances bring Kaiba and Yugi together when the two cross paths to fight back against common foes such as Yami Marik and his Rare Hunters , the Big Five , Dartz , and Thief King Bakura . Yugi respects Kaiba as a Duelist , a sentiment that Kaiba seems to share . When Kaiba discovers that Yugi Muto and Yami Yugi are two different people , Kaiba focuses his rivalry on the latter for past defeats . However , he still respects Yugi as a Duelist in his own right . This is shown at the start of the Ceremonial Battle when Kaiba described the Duel ( to himself ) as the ultimate Duel for the title of Duel King , acknowledging Yugi Muto as Yami ' s equal . Joey Wheeler . At the start of the series , Kaiba expresses his intense dislike , animosity and contempt of Joey Wheeler , one reason for being Yugi ' s close friend and the other for his consideration of Joey ' s lack of duelling experience . In particular , Joey dislikes Seto ' s arrogant and snobbish behavior and likewise fuels Kaiba ' s contempt for Joey as he considers him a third - rate and inferior Duelist throughout the course of the series . The difference in their skill levels is displayed in Duelist Kingdom and Battle City with Kaiba ousting Joey and winning both duels . Later , Kaiba considers respecting Joey as a Duelist after Joey withstands The Winged Dragon of Ra ' s attack initiated by Yami Marik , although he regards Joey with contempt and disparages his duelling abilities in the tournament , both when fighting for 3rd place and in his match with Yami Yugi , respectively . In Waking the Dragons arc , Kaiba was considerate enough to prevent Joey ' s soulless body from falling off of Tristan ' s back resulting Joey in turn gaining enough respect for Seto to actively root for him in Seto ' s match against Zigfried . Ishizu Ishtar . In the anime , Ishizu first meets Kaiba at the Domino City Museum when she personally invites him for a private exhibition regarding the opening of her highly anticipated Egyptian exhibit through a televised press conference invitation . With her belief in the nature of fate , she felt that it be destined that the two would cross paths . Ishizu then gives Kaiba a private showcase of never seen before artifacts depicting the origin of Duel Monsters as well as the secret of the Egyptian God Cards . She then postulates to Kaiba of starting a Duel Monsters competition in order to help draw out the Rare Hunters in the open as well as offering him Obelisk the Tormentor to borrow during the duration of the tournament . During the Battle City tournament , Ishizu attracts Kaiba ' s attention during her first and only duel against him as she flawlessly predicted Kaiba ' s every strategic move and causing him to squirm . During the duel , Yami Marik similarly parallels Kaiba ' s struggle against Ishizu with his own childhood experience of being stringed and taken down by Ishizu in the past with her Deck . Ishizu gracefully manipulated every move he made and foiled his strategies causing her to toy with Kaiba ' s mind nearly humiliating him with a loss . Though Ishizu lost the duel , the loss taught her a valuable lesson of the greater importance regarding the nature of destiny as it gave her hope for changing her brother ' s future relying on the wisdom and strength of the people around her , in particular for her concerns toward Kaiba for eventually helping her brother Marik eradicate his other evil half trapped within . As the Battle City tournament drew to a close , Ishizu ' s selfless soliciting for the well - being of Kaiba through her desire to rescue her brother requests him to be present for the final duel of the Battle City tournament in order to assist Yami Yugi in fulfilling his dueling destiny by defeating Yami Marik . Anxious to cultivate his aid to help Yugi rescue her brother , the young Ishizu solicitously convinces the reluctant and selfish Kaiba to help Yami Yugi win the final duel , where the eventual outcome of it will depend on the salvation of the world and impact the future of mankind . She then explains to Kaiba that the destiny of the latter is to contribute to the triumph of light , and that , in antiquity , he was , indeed the Pharaoh ' s adversary , but also a friend who constantly challenged him to push him to improve . She warned Kaiba that walking away from the tournament is a huge mistake and forewarned that his entire future is at stake . Concerned about Kaiba ' s reputation for his obstinacy , Ishizu scolds Kaiba for his selfishness and hesitance in helping Yami Yugi as well as denying his ancient Egyptian heritage by reasoning with him stating that he ' ll suffer the consequences and the fate of the entire world will suffer as a result of his obstinate stubbornness by turning back on mankind . She also lectures Kaiba that he was destined to organize the event guided by a force beyond his control and how his modern day rivalry with Yugi has been in existence for thousands of years . In addition , Ishizu also informs Kaiba about how his rivalry with Yugi as his past incarnation as as a skilled sorcerer who constantly challenged the Pharaoh and with the sorcerer ' s help , the Pharaoh was eventually able to save his own people . Much to Kaiba ' s consternation , Ishizu ' s solicitous coaxing to cultivate Kaiba ' s assistance eventually convinced him to give one card to help Yami Yugi take down Yami Marik ' s Winged Dragon of Ra . Deck . Kaiba ' s signature cards are his three " Blue - Eyes White Dragon s " and the Fusion Monster formed from the three dragons , the " Blue - Eyes Ultimate Dragon " , all of which serve as the key boss monsters to Kaiba ' s Decks throughout the series . His decks primarily rely on a Beatdown strategy to aggressively overwhelm his opponents with a roster of monsters with high attack . His cards are intended to be pugnacious , bellicose and vicious to reflect Kaiba ' s serious , stiff , and uptight personality . During Duelist Kingdom , Kaiba ' s Magic and Trap cards supplement this strategy by disabling opposing monsters , such as " Shadow Spell " or " Defense Paralysis " to stop his opponent from gaining any advantage against him . Kaiba also uses a combo of " Saggi the Dark Clown " and " Crush Card " , destroying all monsters in his opponent ' s Deck with more than 1500 ATK , further inhibiting their ability to defend against him . During Battle City , Kaiba added " Obelisk the Tormentor " to his Deck , along with more Virus Cards like " Giant Germ " and " Virus Cannon " . He also began using Machine - type and Machine - type support cards such as the XYZ Union monsters , " Enemy Controller " and " Interdimensional Matter Transporter " , contrasting Kaiba ' s trust in technology against Yugi ' s Deck of mystical monsters like the " Dark Magician " . Kaiba continues to make use of his " Crush Card Virus " but instead of " Saggi " prefers " Shrink " to weaken high powered monsters and Tribute them . Another combo he is fond of at this time is " Ring of Destruction " and " Ring of Defense " to destroy enemy monsters and damage his opponent ' s Life Points . In " " , Kaiba adds the Pyramid of Light to his Deck , using it to remove Yugi ' s Egyptian God Cards from play . He then depletes Yugi ' s Deck with a combo of " Peten the Dark Clown " and " Deck Destruction Virus " , and utilizes another enhanced form of his " Blue - Eyes " , " Blue - Eyes Shining Dragon " . While in the Virtual World Kaiba ' s Deck had a stronger focus on Dragon - Type monsters , adding " Spear Dragon " , " Different Dimension Dragon " and " Thunder Dragon " . In Waking the Dragons Kaiba gained the " Fang of Critias " . His Deck still focused on the " Blue - Eyes " and other Dragons , adding " Paladin of White Dragon " . After Waking the Dragons , Kaiba only Dueled twice more in the series , against Zigfried von Schroeder in the Grand Championship , and later against Yami Bakura . Against Zigfried , Kaiba focused on removing his cards from play then returning them to the field with " Dimension Fusion " in masses and using cards to regain Life Points such as " Soul Absorption " and " Emergency Provisions " to counter the high costs of these cards . Kaiba also incorporates more dragons most notably the " Chaos Emperor Dragon " and uses its ability to devastate his opponent . He makes his duel finale against Yami Bakura , where he once again relies on his " Blue - Eyes " and uses cards seen in previous seasons to summon it to no avail as the duel is called off resulting in an undecided outcome .