Yu - Gi - Oh ! - Episode 119 So Close Yet So Far , entitled The Darkness of the Kaiba Family in the Japanese version , is the 119th episode of the Yu - Gi - Oh ! television series . It first aired in Japan on August 20 , 2002 and in the United States on March 20 , 2004 . Summary . With the three " Blue - Eyes White Dragon s " having launched their triple Direct Attack , Yugi wins the Duel against Noah and wins the freedom of Kaiba , Mokuba , and the rest of the gang from stone . Noah realizes that he ' d lost because Yugi has what Seto has : the courage to never give up , even when the situation seemed hopeless . Left alone in the Virtual World for six years after his accident , Noah felt that his father , Gozaburo , forgot him upon Seto ' s arrival into the Kaiba family . Because of this , he blames his stepbrother for robbing him of his birthright of ownership of the family company , and he intends to take revenge by escaping to the real world . He targets Yugi and tries to possess him by force but is thwarted when he discovers that not one , but " two " souls inhabit Yugi ' s body . The " other Yugi " forces Noah to back out , but not before he discovers that their minds have also been digitized into the virtual prison . Moments later , Gozaburo Kaiba reveals his own virtual self to Noah and the gang and explains the story behind Kaiba ' s adoption : initially , Kaiba was to become a replacement body for Noah ' s digitized mind , but Gozaburo later determined that Seto ' s mind was perfectly good and realized that even though Noah would have a body , his son would never truly grow up and would always remain a spoiled brat in spirit . Gozaburo turned his attention toward training Kaiba into becoming the businessman who would someday inherit KaibaCorp . Kaiba ' s takeover of the company ruined Gozaburo ' s plans . Humiliated , he uploaded his mind into Noah ' s virtual world and was never seen in the real world again . As the mastermind behind the events drawing Kaiba and the gang to the virutal world , Gozaburo unveils his new plan : to destroy the entire real world and trap everyone ' s mind in Virtual Reality using the global networking idea that Noah had conceived six years previously . In being uploaded to the virtual world , the population of Earth would essentially become immortal , and Gozaburo would be the powerful ruler of the new world . Noah realizes for the first time that , although Gozaburo promised to help him claim his birthright when he uploaded his own mind to the virtual world , he was actually just using Noah and The Big Five all along . Noah leads everyone to a door which he claims is the exit . Instead of entering the real world , they each become trapped in their memories until they realize they ' ve been tricked and return to a virtual Domino City . Noah takes Mokuba to the virtual Domino City arcade where the real exit is . He takes possession of Mokuba ' s body and escapes to the real world . Featured Duel : Yami Yugi vs . Noah Kaiba - Part 3 . " Duel continues from previous episode . " Turn 41 : Yami Yugi Yami Yugi has just attacked directly with his three " Blue - Eyes White Dragon s " ( Noah 8300 → 5300 → 2300 → 0 ) .