Yu - Gi - Oh ! - Episode 040 " Aftermath " , known as " King of Duelists " in the Japanese version , is the fortieth episode of the " Yu - Gi - Oh ! " second series anime . It is the last episode of the Duelist Kingdom arc . It first aired in Japan on January 30 , 2001 and in the United States on October 5 , 2002 . There are no Duels in this episode , as it instead centers on the childhood and teenage life of Maximillion Pegasus , and Yugi Muto ' s meeting of Shadi . Summary . Yugi and his friends are running through the castle in order to find Pegasus , so that he will release all the souls that he captured like he promised . Téa stops for a brief moment because she notices a nearby tower . She notes to her friends that she recognizes that tower as the one she thought that Tristan and Bakura went up into before in a dream . She then realizes that was Pegasus ' s sanctuary and what she remembered was real . Tristan agrees too as the memory is coming back to him . Pegasus is in his private tower and is depressed that he lost against Yugi and the spirit of the Millennium Puzzle . Regardless , he is a man of his word , so he releases the souls of Solomon Muto and the Kaiba brothers . Because of this , Mokuba , Kaiba and Solomon wake up and regain their senses . Just then , Yami Bakura arrives and gives Pegasus an impromptu tarot reading before challenging him to a Shadow Game using their Millennium Item s . Bakura easily defeats Pegasus , who ' s still exhausted from his Shadow Game with Yugi , and takes his Millennium Eye . Yugi and the gang arrive to see Pegasus being carried away by his guards . They enter the tower and find Pegasus ' s diary . Téa Gardner reads from it , and it explains that as a teenager , he met a girl named Cecelia . They were true lovers , but just as they were about to be married , Cecelia got sick and died . Pegasus traveled all over the world trying to get her back . He wound up in Egypt , where he met Shadi , who gave him the Millennium Eye . Pegasus gets the idea that using the holographic technology of KaibaCorp along with the power of the Millennium Items could bring Cecelia back to life , and this was his reason for hosting the Duelist Kingdom tournament . Yugi notices that there are three Soul Prison cards that are blank . That means Pegasus did release the souls of his prisoners like he had promised . As the group leaves , Shadi confronts Yugi and uses his Millennium Key to enter Yugi ' s mind . To his surprise , he finds two chambers , one for Yugi , and the other for Yami Yugi . The latter is a giant maze filled with trap doors . Shadi enters through several of them before Yugi saves him . In one of the chambers , Shadi and Yugi encounter the " Dark Magician " who is about to attack them as he thinks they are intruders . Shadi plans to use the " Blue - Eyes White Dragon " tablet below them to destroy it , but Yugi talks him out and manages to convince the " Dark Magician " to let him go . Shadi is shocked that Yugi was able to convince the " Dark Magician " that easily . Shadi leaves Yugi ' s mind , believing he is the one that will save the world from chaos . Before he leaves , Shadi warns Yugi to take great care as the thief that stole the Millennium Eye will go after Yugi ' s Millennium Puzzle soon . Quotes . Yami : It ’ s all right . You may enter my chamber if that is what you desire . However , I warn you , tread cautiously — I will allow no harm to come to the boy whose vessel I share . Your presence here intrigues me . Yami : I don ’ t know how you entered my mind . Explain yourself before you tresspass further . I demand an explanation for your intrusion . Shadi : I seek a criminal who has stolen the power of a Millennium Item . It has been five long millennia since those ancient items were created . Their magical energies were trapped in them by a brave Pharaoh ; combined , these seven Millennium Items possess power enough to conquer the world — hence , many evil men have ventured to gather these items for themselves . Yami : Hmm . Shadi : It is my heiritage to guard the Millennium Items , and my charge to punish the thief who stole Pegasus ’ s Millennium Eye . Yami : And you accuse me of being that criminal ? Shadi : You have already taken refuge in the vessel of another . That does not bode well . But if you ’ re not the criminal , then you have nothing to fear from my search . Yami : Guilty until proven innocent — an ancient concept for this modern age . However , I have nothing to hide . I ’ m not your criminal . Shadi : Then grant me passage to your unconscious mind . Yami : Fine — I ’ ll open the doors for you . " ( snaps his fingers , and lights flash , showing a labyrinth of sorts ) " You may search them to your heart ’ s content . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .