Yu - Gi - Oh ! GX - Episode 173 " The Invasion of Darkness ! Stolen Memories " is the one hundred and seventy - third episode of the " Yu - Gi - Oh ! GX " anime . It first aired in Japan on February 6 , 2008 . Summary . Dr . Crowler is grading test papers in his office ( while talking in the cadence of Beethoven ' s 5th ) , and comments he seems to have few to grade these days , but decides not to think about it too much . He then hears a gruff voice utter the word " Darkness " . In the forest , Trueman , still taking the form of Daigo Sorano , has just defeated Syrus in a Duel . Syrus falls to his knees , dropping his cards , including " Drilloid " and " Future Fusion " to the ground as he is absorbed into the World of Darkness . All around Duel Academy Trueman - Sorano clones appear , challenging everyone they meet to a Duel . At the pier , Atticus is recording his voice , intending to write a book about his life at the Academy . Chazz approaches him and they both express concern that their memories have been failing them in recent days . Atticus hands Chazz a blank book , stating that it used to contain the names of every girl at Duel Academy who had written him a love letter . In front of the school , the Trueman clones comment that less than half of the students remain , and that they no longer need to blend in , so they resume their true forms as they continue their siege . A short time later , Atticus and Chazz encounter the Trueman clones , but manage to escape , and find that other then themselves , the only ones left are Alexis , Jasmine and Mindy . Atticus and Chazz offer to distract the Trueman clones while the others escape , stating that someone has to survive the attack in order to relay the information to Jaden , who is still en route to the Academy in a speedboat with Jesse in tow . This plan proves ineffective , as the Trueman clones target the girls first , and Alexis is defeated at the same point that more of the clones reach Atticus and Chazz . As she is absorbed into the World of Darkness , her cards fly through the air , including " Etoile Cyber " and " Cyber Angel Benten " . Atticus ' memory of her instantly vanishes along with her . Chazz is defeated as well , and Atticus is left alone . However , the Trueman clones suddenly vanish , and Atticus wanders the school , able to remember taking lessons in various classrooms , but not who taught them . He finds a flyer , which shows the current standings in the graduation Duels - before the assault , Chazz , Alexis and Syrus were in first , second and third place , respectively . Their faces vanish from the flyer . Atticus takes out the Nightshroud mask card , and can hear the voices of his friends from within the World of Darkness . The card transforms , and Atticus dons the mask once more . This allows him a look into what his friends are experiencing , though he cannot contact them . Each one of them is experiencing their greatest fears realized . In Chazz ' s case , he is Dueling in the Pro League , and has not yet won a single match . Due to this , if he loses the Duel he ' s currently in , he will be forced to retire . He draws " Ojama Yellow " and the only card in his hand is " Reload " . He debates whether to play " Reload " in an attempt to get a stronger monster , or play " Ojama Yellow " in Defense Position . He opts for the latter strategy , but his opponent Summons " Mad Sword Beast " , whose piercing effect depletes the last of Chazz ' s Life Points . The situation then replays , but this time Chazz opts to play " Reload " , but draws " Level Up ! " , which can do nothing for him . Therefore , he loses in this scenario as well . In Syrus ' visions , his brother , Zane is sick , and cannot Duel , so Syrus has been carrying the weight in their " Cyber Style Pro League " , but is unable to succeed . In Alexis ' visions , she too fails - not as a Duelist , but as a teacher . Atticus removes the mask , horrified , but with his memories of his friends restored . He exits the school , hearing a gruff voice mutter " Darkness " over and over again . Atticus ignores the Trueman clones that have gathered outside and demands that Nightshroud face him ( in the Japanese version , Nightshroud ' s name was " Darkness " ) . The Trueman clones move to the side and Nightshroud appears as a man in a mask similar to the one Atticus wore , though this one covers his entire face . The Duel begins immediately , and Nightshroud Summons " Clear Phantom " and explains that his monsters represent an unbound existence , and do not have attribute s . Atticus destroy s " Clear Phantom " with " Red - Eyes Wyvern " , but the effect of Nightshroud ' s monster destroys Atticus ' and forces him to discard the top three cards of his Deck , including " Red - Eyes Black Dragon " . Nightshroud also activates " Memory Snatcher " , meaning Atticus cannot check the cards in his Graveyard . Atticus is reduced to 1700 Life Points , and activates " Swing of Memories " . However , Nightshroud uses his powers to make Atticus forget what cards are in his Graveyard - and he cannot check due to the effect of " Memory Snatcher " . Nightshroud claims he only granted Atticus ' wish , stating that Atticus always detested Nightshroud , and also held enmity towards the Deck he played while under his influence . He states that no matter what , Nightshroud is part of Atticus . This psychological warfare nearly succeeds , and Atticus almost willingly ends up surrendering , but Jaden and Jesse finally arrive and attempt to intervene . The Trueman clones block them , and Jesse tells Atticus that the powers of Nighshroud don ' t come from " Red - Eyes Darkness Dragon " , but from the darkness in the Duelist ' s heart . Jaden states that Atticus overcame his darkness , and attempted to use the Deck for justice instead . Nightshroud states that Jaden and Jesse were left for last because they cannot be absorbed into the World of Darkness , but does not reveal why . Their words reach Atticus , and he recalls the name of his monster - " Red - Eyes Black Dragon " , and Special Summon s it with " Swing of Memories " . It is destroyed during his End Phase , but Atticus removes the " Red - Eyes Wyvern " in his Graveyard from play to Special Summon it again . Nightshroud assumes that Atticus is already aware of who he really is . Atticus responds that he must be the only other person to have the powers of Nighshroud - Yusuke Fujiwara . Nightshroud removes his mask , confirming this . Featured Duel : Atticus Rhodes vs . Nightshroud . Turn 1 : Nightshroud Nightshroud draws " Clear Phantom " and subsequently Normal Summons it ( 1200 / 1800 ) in Attack Position . He then Set s a card . Turn 2 : Atticus Atticus draws " Red - Eyes Wyvern " and subsequently Normal Summons it ( 1800 / 1600 ) in Attack Position . " Red - Eyes Wyvern " attacks and destroys " Clear Phantom " ( Nightshroud 4000 → 3400 ) . The effect of " Clear Phantom " activates , destroying " Red - Eyes Wyvern " and sending the top three cards of Atticus ' Deck to the Graveyard ( " Red - Eyes Black Dragon " , " Dragon Heart " and " A Wingbeat of Giant Dragon " ) . Nightshroud then activates his face - down " Memory Snatcher " . Now Atticus can no longer check what cards are in his Graveyard . If Atticus activates a card effect that targets a card ( s ) in the Graveyard , he must declare the targets . If the declared card ( s ) are not in Atticus ' Graveyard , the activated effect is negated ( also , Nightshroud is the only one that can check the contents of Atticus ' Graveyard ) . Atticus sets a card . Turn 3 : Nightshroud Nightshroud draws " Clear Rage Golem " and subsequently Normal Summons it ( 1600 / 1800 ) in Attack Position . " Clear Rage Golem " attacks directly , but Atticus activate his face - down " Offensive Guard " to halve the ATK of " Clear Rage Golem " for this turn and draw a card ( Atticus 4000 → 3200 ) . The effect of " Clear Rage Golem " then activates , inflicting 300 damage to Atticus for each card in his hand . Atticus currently has five ( Atticus 3200 → 1700 ) . Nightshroud sets a card . Turn 4 : Atticus Atticus draws " Swing of Memories " and subsequently activates it to Special Summon a Normal Monster from his Graveyard . Atticus is unable to declare what monster he is targeting due to Nightshroud preventing him from knowing what cards went to his Graveyard , however Jaden Yuki and Jesse Anderson at this point remind Atticus that he overcame darkness and he should remember who he is fighting for . Atticus declares that he is targeting " Red - Eyes Black Dragon " , so " Swing of Memories " Special Summons " Red - Eyes Black Dragon " ( 2400 / 2000 ) from Atticus ' Graveyard in Attack Position . Atticus ' hand contains " Hunter Dragon " , " Dark Factory of Mass Production " , " Red - Eyes Burn " , " Inferno Fire Blast " , and " Burst Breath " . " Red - Eyes Black Dragon " attacks and destroys " Clear Rage Golem " ( Nightshroud 3400 → 2600 ) . Atticus Sets a card . On Atticus ' End Phase , the second effect of " Swing of Memories " destroys " Red - Eyes Black Dragon " . Atticus then removes from play " Red - Eyes Wyvern " from his Graveyard via its own effect in order to Special Summon " Red - Eyes Black Dragon " from his Graveyard ( 2400 / 2000 ) in Attack Position . At this point , it ' s revealed that Nightshroud is Yusuke Fujiwara . " Duel continues in the next episode " . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .