Noah ' s Virtual World Noah ' s Virtual World is a world existing in cyberspace , originally created by Gozaburo Kaiba to save his son Noah after he was hit by a car . It was destroyed after the fortress where its servers were located was hit by a missile . It only appears in the " Yu - Gi - Oh ! " second series anime as it is the setting for the " Virtual World " arc . Features . Originally , the world was simply a replica of Noah ' s bedroom for him to live in . However , it was later expanded to include a full city with virtual residents . Eventually , Noah expanded it further until it included various environments and landscapes which he could control and manipulate at will . The numerous environments included forests , motorways , a canyon , a volcano and a castle . It was possible to move between these environments through portals which took the appearance of a wooden door . The exits to the real world were located in a virtual Domino City arcade . When residents of the Virtual World were about to Duel , a Duel Disk would materialize on their left arm ( unless they were already wearing one ) . Because Yugi and his friends did not have their own Decks in this world , they had to build one by selecting from rows of cards which appeared in front of them . Because only officially released cards could be chosen , no Egyptian God s could be used ; Leichter claimed they are forbidden cards in this realm . The world ' s servers were located in an underwater fortress in the middle of the ocean which could rise up out of the water when necessary . To enter the virtual world , people had to enter pods which would upload their minds to the computer . Some residents of the virtual world did not have physical bodies ( usually because they were dead ) so their minds were essentially trapped in the world until they were given a real life body to leave in . It was possible for people whose minds were trapped in the virtual world to steal the bodies of people in the pods . History . Gozaburo had uploaded Noah ' s mind to the world after his body died in a car accident . At this point the world only consisted of Noah ' s bedroom . Gozaburo expanded it for Noah to the point where he could even go to Mars . However , at the same time , Noah was expanding it himself because of his frustration with its glitches and limitations . Shortly afterwards , Gozaburo stopped paying attention to Noah when Seto Kaiba was adopted . When Gozaburo lost KaibaCorp to Seto , he uploaded his own mind to the virtual world and promised Noah he could inherit KaibaCorp if he proved himself better than Seto . However , in reality he was manipulating Noah for his own goals . When Noah had lived in the virtual world for six years , The Big Five ' s minds were trapped in cyberspace after they lost to Seto in " Duel Monsters " . Noah uploaded their minds to his world and they joined together with a common goal : to take down Seto . Noah wanted to prove he was better than Seto , while the Big Five wanted revenge and the chance to escape to the real world in other people ' s bodies . During the Battle City finals , the KaibaCorp blimp was hijacked by Noah and the people on board ( Seto , Mokuba , Yugi , Joey , Téa , Tristan , Duke and Serenity ) were forced into the virtual world where they were made to Duel the Big Five . If they lost , they would have to surrender their bodies so the winner could escape to the real world . Each member of the Big Five was beaten by the group . They lost and then Dueled together as a team , before losing again . This angered Noah , as it meant he could not prove he was better than Seto . Noah deleted them for their failure ( in the dub , he banished them each to an isolated part of the world ) . Noah Dueled Seto himself , and although he beat Seto , Yami Yugi took his place as Noah had cheated to win . Yugi beat Noah and at this point Gozaburo showed himself and told Noah of his true intentions : to conquer the world by hijacking all the missile systems via his computer network , while he remains safely inside the virtual world ( in the English dub , to have control over everyone in the world by trapping them all in virtual reality where he will be the ruler ) . To foil his father ' s plans , Noah escaped to the real world in Mokuba ' s body and launched a missile towards the fortress where the virtual world existed within . Noah was able to help Seto and his friends escape the virtual world before it was destroyed . To stop Gozaburo from escaping to another computer network and continuing with his plan , Noah trapped the both of them in the virtual world as the missile destroyed it , deleting , therefore killing , them both .