Pharaoh Atem Atem is an ancient Egyptian pharaoh who had sealed his own spirit / soul within the mystical Millennium Pendant . His spirit then took on the identity of Yami Yugi , which resided in the body of Yugi Muto , after Yugi solved the Millennium Puzzle . It was stated once that Yugi is the modern day version of Atem . . He is the centerpiece of the " Yu - Gi - Oh ! " series , and is the driving force behind most of the events that transpired during the series , with the exceptions of the Domino City Battles , Virtual World and the Grand Championship arcs . Biography . Childhood . Atem was born around the 1 , 000 B . C . ( 3 , 000 B . C . in the English dub ) as the only son of King Aknamkanon . Atem became heir to the Egyptian throne and the Millennium Pendant . During his childhood he befriended Mana and was protected by Mahad . In one incident , Atem was attacked by a snake , but Mahad took the hit for the young prince . Atem then saved him by sucking the venom out . One day , Priest Seto was appointed as guardian of the Millennium Rod by Aknamkanon . Atem was present for the ceremony . The Pharaoh anounced that Seto would serve him as his right hand . Secretly , Aknamkanon ' s brother , Aknadin , showed resentment towards Atem as Seto was his son and Aknadin wanted him to be Pharaoh , a goal he vowed to accomplish . He and Priest Seto became friends and rivals who competed with each other by testing their mystical skills and abilities . Reign as Pharaoh . On the day he became Pharaoh , he was attacked by a common thief but was saved by Mahad . After this , the thief was put through the Millennium trial and it was discovered that he was possessed and they let him go . Just minutes after that , his kingdom was attacked by Bandit King Bakura . Bakura had raided the tomb of his father Aknamkanon and stolen his DiaDhank and his coffin . Atem put Bakura through the Millennium trial , but it failed . Atem announced that Bakura ' s disrespect was appalling . Bakura easily defeated The Sacred Guardians with his Diabound before Atem stepped in and challenged him with Obelisk the Tormentor . Diabound was severely injured and after almost being destroyed , Bakura fled . Atem was awoken by a nightmare of Mahad dying in battle at the hands of Bakura . He and Mana went to Mahad ' s monster tablet and realized that he was in a battle with Bakura . The two headed to the spell - castors ' training grounds where Atem ' s troopers were being attacked by Bakura ' s followers . Atem used a sword to knock over some of them and got Mana to send for back up before heading in to take out the rest of the thugs . During the fight , the back up arrived but were too late . Mahad ' s Millennium Ring was in Bakura ' s hands and he was merged with his Illusion Magician . The stone tablet then fell off the cliff and almost crushed Mana but Atem was able to save her . Bakura later returned to the kingdom to possess Aknadin . After this , he and Atem fought each other once again . Atem fought with Slifer the Sky Dragon whilst riding on horseback . While they fought , he ran past Dartz , a resident of Atlantis who was to become his enemy in 3000 years ( 5000 years in the English version ) . Atem was defeated and lost his Millennium Pendant to Bakura . After Atem was found , he and the other guardians headed for Kul Elna , the birth place of the Millennium Items . Atem and Bakura fought one last time . As Atem was about to defeat Bakura , Aknadin showed up with the Millennium Key that he stole from Shada and stole the other Millennium Items . After putting them in the Millennium Stone , Zorc Necrophades appeared and offered Aknadin anything he desired in exchange for his loyalty . Aknadin requested for Priest Seto to become the new king of Egypt , revealing that Seto was his son in the process . Zorc agreed and transformed Aknadin into Shadow Magus , who then attempted to destroy Atem , but Hassan appeared and protected him . Magus tried to convince Seto to join his side , but Atem convinced him not to . Magus took Seto and escaped into a worm hole that lead to the kingdom , Atem following in pursuit . However , in Kul Elna , Bakura sacrificed himself to summon Zorc Necrophades . Atem needed Priest Seto to become the new king in case Atem were to fall so he set off after him . By the time Atem got there , Magus had possessed Seto after the latter refused to serve him . Magus had also killed Kisara and taken her spirit monster , the Blue - Eyes White Dragon . Seto / Aknadin tormented Atem as to how powerless he was to stop the dark one . Atem and Seto fought , Atem using Dark Magician ( Mahad ) and Seto using Blue - Eyes White Dragon , with Seto emerging as the victor . However , Kisara stopped Blue - Eyes from killing Atem and destroyed Aknadin . Seto was free from Aknadin ' s control , and Atem thanked Kisara for this . This fight would be the main source of Yami Yugi and Seto Kaiba ' s rivalry . However , after their duel , Zorc was set for the kingdom . Zorc arrived and a massive battle began . However Zorc was able to overcome Atem ' s forces . It then became clear that without the Millennium Items , they did not stand a chance . Isis and Mana set off to retrieve them . Mana returned but Isis and Shimon had perished at Zorc ' s hands . Atem then brought out all three Egyptian Gods to fight Zorc . Though the gods were able to overpower him , it did not last . Without the combined form of the gods The Creator of Light , Zorc could never be destroyed . Zorc then destroyed all three gods and turned them into stone before proceeding to lay waste to the rest of the kingdom . Sealed within the Millennium Puzzle . Not wanting Zorc ' s rampage to continue into other parts of the world , Atem defeated Zorc by using an extremely powerful magic spell which had included his secret true name and sealed both him and Zorc within the chambers of the mystical Millennium Puzzle , erasing his own memories to keep the spell from ever being used to return Zorc to life ever again . The Puzzle was then destroyed by Priest Seto , whom he had abdicated the throne to , scattered into dozens of pieces . Atem ' s puzzle was placed in a box and placed in his tomb . A number of traps and monsters were placed within to protect the artifact and traces of his name were destroyed . This action would cause history to refer to him as the " Nameless Pharaoh " . Priest Seto built the Tablet of Lost Memories , a famous stone tablet depicting them battling one another with their favorite monsters , Blue - Eyes White Dragon ( Kisara ) and Dark Magician ( Mahad ) , as a symbol of their friendship . Tomb Keepers . An ancient prophecy had predicted that the Pharaoh would return shortly after his own demise in the modern - day era , the Ishtar family devoted their lives to protecting the Pharaoh ' s tomb until that time . The same would happen for all the descendants of the Ishtar family for the next three thousand years ( five thousand in the 4kids version ) , something Marik Ishtar would resent and swear vengeance on the pharaoh when his spirit did indeed return . A guardian of the pharaoh ' s court named Shadi who was also guardian of the Millennium Items would spend the next five thousand years as a disembodied spirit / ghost to protect the Pharaoh ' s tomb and pass on one of the seven Millennium Items to only those worthy of their great magical power . 3 , 000 / 5 , 000 - year gap . Over the course of the next three thousand years ( 5000 in the English anime ) many would attempt to steal the Millennium Puzzle but would fall victim to the traps , except for one person who was driven mad and would wander his village saying " The shadow game . Beware " . Discovery . 3 , 000 years later ( 5 , 000 in the English anime ) , the Millennium Puzzle was found by Solomon Muto . According to Solomon , his companion tried to kill him to take the Pharaoh ' s treasure for himself , but Solomon was saved by what appeared to be the spirit of Atem . Yami Yugi . Solomon ' s grandson Yugi Muto solved the Millennium Puzzle , causing Atem , now a disembodied , amnesiac spirit , to reside in Yugi ' s body . He aided Yugi many times over the course of his adventures , in a form known as " Yami Yugi " . Yugi attempted to return the favor by finding the secret of Atem ' s past . Memory World . After Yami Yugi completed all his tasks , he presented the Egyptian God Cards to the ancient tablet at the museum . After doing so , Yami Yugi was brought to a table , where he played a Shadow RPG with Yami Bakura . Pharaoh Atem was being possessed by Yami Yugi , while simultaneously being one of Yami Yugi ' s characters and had all of Yami ' s memories . Atem wakes up on the balcony of the Palace , where Shimon Muran tells him the people are eager to meet their New Pharaoh . Although still stripped of his memories prior to sealing himself in the Millennium Pendant , Atem greets his subjects . Shimon Muran takes Atem to the Throne room , and invites him to sit down on this throne , calling it " The big gold chair right in front of you " . Atem sits and upon seeing Shimon ' s face for the first time ( as he was wearing a veil / mask prior to Atem sitting down ) , mistakenly calls him Grandpa because of his resemblance to Yugi ' s grandfather . Atem learns that there are six chosen priests in this world , who guard the Millennium Items . He is quick to learn the Ancient Egyptian style of dueling . He witnesses the priests extract the ba from a criminal and seal it in a tablet . Bandit King Bakura then arrives , after plundering the tomb of Atem ' s father , Pharaoh Aknamkanon and dragging the treasures and his corpse to the palace . Seto and Bakura Summon Monster Kas , which battle . Bakura ' s Diabound defeats Seto ' s dragon . He mocks Atem by trampling on his father ' s corpse . As the priests Summon more monsters to fight Diabound , Atem walks over and takes his father ' s body from Bakura . The priests desperately use their monsters to protect Atem as he does so . Atem steps in to avenge his father and summons Obelisk the Tormentor . Obelisk battles Diabound . Bakura realizes he can ' t win , so he and Diabound flee . Atem spots Bakura leaving the palace , after he had snuck in to possess Aknadin with Zorc . Atem chases after Bakura on horseback and battles Diabound , now powered by the Millennium Ring . Atem summons Slifer the Sky Dragon , but Bakura is able to take advantage of Slifer protecting the civilians . Diabound manages to defeat Slifer and Atem runs out of " Ba " . Atem ' s friends from the modern world , Yugi , Téa , Joey and Tristan come to his assistance . Yugi combines his " Ba " with Atem ' s and together they summon the third Egyptian God , The Winged Dragon of Ra . Ra transforms into God Phoenix Mode and manages to defeat Diabound , but Zorc , in control of Aknadin , reverses time , bringing back Diabound and pulling Atem ' s friends away from him . Without Yugi ' s " Ba " , Ra leaves . Diabound shatters the ground below Atem , leaving him hanging off an edge . Here Bakura takes the Millennium Pendant and leaves him to fall to his death . Atem is left injured in an underground cavern , believed to be dead for a while . He is guided out by Hassan and spotted by Isis ' " Ka " , Spiria . Atem orders the Priests and soldiers to go with him to Kul Elna to face Bakura , rather than let him prepare another attack on their city , with innocent lives at stake . At Kul Elna , Bakura tells Atem how the Millennium Items were created , by sacrificing the lives of the villagers of Kul Elna . He tried attacking Atem with the ghosts of the villagers seeking revenge , but Mahad , now fused with his Illusion Magician " Ka " , returned from the dead as Dark Magician . The Dark Magician fends off the ghosts and battles Diabound . He assures Atem that his father had not known about how the Items were created . With the help of the priests and Mana , Atem and Mahad defeat Diabound , but relinquish the Millennium Key and Scales in the process . Yami Bakura then freezes time in the RPG , allowing Aknadin , corrupted by Zorc , to gather the remaining Items off the other priests . Using the Items Aknadin performed the ritual to Summon Zorc Necrophades , while Atem watched helplessly . Zorc attacked Atem and his companions , while they were still frozen , but Hassan arrived just in time to defend them from the attack . After Yugi defeats a manifestation of Bakura , Yami learns his own name ( with the help of Joey , Tea and Yugi , who had gone to search for him ) , enabling Atem , in the game , to summon The Creator God of Light , Horakhty , to defeat and destroy Zorc before Bakura can summon him to the present once and for all . Ceremonial Battle . After The Ceremonial Battle , Atem ' s spirit finally crosses over and is finally free to be with his good and closest friends and family in the spirit world where his spirit now rules as Pharaoh once again . Yu - Gi - Oh ! GX . In the English dub , Mr . Stein mentions during his history class that Atem ruled over the Ancient Egypt in the time of building of the Pyramids , five milennia ago , and that he saved humankind at that time . Deck / Monster Spirits . Atem has Summoned the following monster spirits . It is also a likely case that Black Luster Soldier or something similar served as Atem ' s natural Ka , as he donned its armor to face Zorc Necrophades in a fashion similar to Mahad donning the Illusion Magician ' s visage . Posing as Black Luster Soldier , he fused himself with Kaiba ' s Blue - Eyes Ultimate Dragon in order to create Dragon Master Knight , strengthening its attack strength greatly .