Yu - Gi - Oh ! - Episode 037 " Yugi vs . Pegasus : Match of the Millennium , Part 3 " , known as " Counterattack Begins ! Mind Shuffle " in the Japanese version , is the thirty - seventh episode of the " Yu - Gi - Oh ! " second series anime . It first aired in Japan on January 9 , 2001 and in the United States on September 28 , 2002 . Summary . Yugi and Yami Yugi devise a plan to counter Pegasus ' Millennium Eye by repeatedly switching control of Yugi ' s body each turn . They will not even tell each other what cards they place on the field , making Pegasus unable to figure out their strategies . When Yugi destroys Pegasus ' " Toon World " and his monsters , Pegasus decides to take the Duel up a notch by sending it to the Shadow Realm . Meanwhile , Tristan and Bakura are cornered in the dungeon , and Bakura uses " Man - Eater Bug " to attack Pegasus ' s guards and sends them to the Graveyard with " Morphing Jar " . Tristan realizes that Bakura is really the spirit of the Millennium Ring from previously , and Bakura reveals that he wants to use Mokuba ' s body for himself . He threatens Tristan , saying that if he doesn ' t give him up , he will kill him like he did the guards . Featured Duel : Yami Yugi / Yugi Muto vs . Maximillion Pegasus . Yami Yugi has 900 LP remaining and control s no cards . Pegasus has 2000 LP remaining and controls " Toon Mermaid " ( 1400 / 1500 ) , " Manga Ryu - Ran " ( 2200 / 2600 ) and " Toon Summoned Skull " ( 2500 / 1200 ) all in Attack Position , " Toon World " , " Gorgon ' s Eye " , and no Set cards . Turn 15 : Yugi / Yami Yugi Yami Normal Summon s " Dark Magician " ( 2500 / 2100 ) in Attack Position . He then activate s " Magical Hats " to hide " Dark Magician " within 1 of 4 " Hats " . Pegasus then tries to find out the location of " Dark Magician " by reading Yami Yugi ' s mind . At this point , both Yami Yugi and Yugi Muto realize that the Millennium Eye is giving Pegasus too big of an advantage . Yami Yugi decides to do a " Mind Shuffle " with Yugi in order to prevent Pegasus from knowing which cards Yami Yugi / Yugi Sets face - down . Turn 16 : Pegasus Pegasus draws . He then releases " Toon Summoned Skull " from " Toon World " . " Toon Summoned Skull " attack s and destroy s the " Hat " that Yami had been thinking of , believing that is the hat that " Dark Magician " is hiding in , but that hat turns out to be empty because Yugi had already selected a new location for " Dark Magician " . ( In the dub , the location is unchanged . Instead , the attack fails because the location of " Dark Magician " went away with Yami . ) Pegasus returns " Toon Summoned Skull " back into " Toon World " . Turn 17 : Yugi / Yami Yugi Yugi draws a card ( " Mirror Force " ) and subsequently Sets it . Pegasus tries to read Yugi ' s mind to find out what the Set card was , but Yugi switches back to Yami Yugi , who doesn ' t know what the Set card is , so Pegasus doesn ' t find out what the Set card is . Turn 18 : Pegasus Pegasus draws . He then releases " Toon Summoned Skull " from " Toon World " . " Toon Summoned Skull " attacks and destroys a " Hat " , but it ' s empty . Pegasus returns " Toon Summoned Skull " back into " Toon World " . Turn 19 : Yugi / Yami Yugi Yami Yugi switches back to Yugi . Yugi draws " Living Arrow " and subsequently Sets it . Yugi then switches back to Yami Yugi . Turn 20 : Pegasus Pegasus draws " Magical Neutralizing Force " and subsequently activates it , destroying the remaining " Hats " and revealing " Dark Magician " . Pegasus releases " Toon Summoned Skull " from " Toon World " . " Toon Summoned Skull " attacks " Dark Magician " , but Yami Yugi switches back to Yugi , who activates his face - down " Living Arrow " to target " Magical Neutralizing Force " for its effect . Yugi then switches back to Yami Yugi , who uses " Living Arrow " to destroy " Toon World " and " Gorgon ' s Eye " . Since " Toon World " was destroyed , all of Pegasus ' s monster s that were affected by " Toon World " are returned to their ' normal ' versions : " Red Archery Girl " ( 1400 / 1500 ) , " Ryu - Ran " ( 2200 / 2600 ) and " Summoned Skull " ( 2500 / 1200 ) . Yami Yugi then switches back to Yugi , who activates his face - down " Mirror Force " to reflect the attack of " Summoned Skull " back at Pegasus ' s monsters , destroying every monster on Pegasus ' s side of the field in Attack Position and inflicting damage to Pegasus equal to the ATK difference between the reflected attack and each of the destroyed monsters ( Pegasus : 2000 → 600 LP ) . At this point , Pegasus turns the Duel into a Shadow Game . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .