Millennium Items The Millennium Items are seven treasures created from an ancient spell found in the Millennium Spellbook in order to keep the ancient magic of the Shadow Game s locked up forever . The Millennium Stone in the village of Kul Elna is the origin and resting place of the seven items , and also where Akhenaden sacrificed ninety - nine humans in order to create them . The Millennium Items are also mentioned in the description of " Sengenjin " as well as being wielded by " Ma ' at " in the " Yu - Gi - Oh ! GX " manga . Other . Other Magical tools related to the Millennium Items : Abilities . The Millennium Items grant their chosen owners access to ancient magic to use in Shadow Game s . The most standard are granting a wish when being acquired , communicating with spirits ( Duel Monster or human ) , casting Penalty Game s on the loser of a Shadow Game that the owner played against . When a Shadow Game starts , using the magic of the items , players would send themselves into an alternate dimension where their Duel won ' t be interrupted , and where cheating is forbidden , punishable by death . Outside of a game , in addition to their unique abilities , the items ' power of the Shadow Games also allow the owners to harness dark magic that they can defend themselves with . The power within the Millennium Items lets their holders perform feats like : putting people to sleep , cloaking himself and others from sight , interfering with other Shadow Games , remote - viewing , etc . The items also give their owners protection from harm , and from other magic . According to Shadi , three of the Millennium Items represented justice ( Key , Scale and Necklace ) , three are weak to evil ( Ring , Rod , and Eye ) , and the seventh , the Millennium Puzzle , represents both evil and justice . This would the explain the increasingly evil natures of the main antagonists ( Pegasus , Marik and Bakura ) Origin . Manga . In an early chapter of the manga ( Duel 14 : The Man From Egypt ( Part 2 ) in Volume 2 : The Cards With Teeth ) , Shadi gives a vague explanation about why the Millennium Items were created . According to this story , the relics were created by the Pharaoh ' s magicians of Ancient Egypt in order to punish thieves who tried to rob the Pharaohs ' tombs . Shadi says this is written in the " Pert Em Hiru " , or " Coming Forth By Day " ( the Egyptian title of " The Book of The Dead " ) . Later chapters of the manga ( published as " Yu - Gi - Oh ! Millennium World " in North America ) then give a more detailed lore about their origin . With Egypt under threat from invading armies 3 , 000 years ago , the Pharaoh Akhenamkhanen sought to protect his land through mystical means , and laid down the command for the seven magical Millennium Items to be forged , based on an ancient spell found in the Millennium Spellbook . Akhenamkhanen ' s brother , Akhenaden was charged with creating the items , but Akhenaden refrained from informing his brother that in order to do so , 99 human sacrifices were required . The village of Kul Elna became the victim of the Pharaoh ' s unwitting decree , as Akhenaden had them slaughtered , their blood , bone and flesh melted in with the gold that was cast in the mystic rite that formed the items . During his second encounter with Atem , Bakura stated that the spirits of Kul Elna were trapped in Hell following the ritual , and that he could hear their grudges in said afterlife from the Items . With Akhenamkhanen possessing the Millennium Puzzle , the remaining six items were entrusted to his high priests the Sacred Guardians : the Millennium Key to Siamon , the Millennium Eye to Akhenaden himself , and the Millennium Necklace , Rod , Scale , and Ring to the other four priests ( the predecessors of Isis , Priest Seto , Karim , and Mahad ) . Using the Items ' combined power , an army of Duel Monsters was summoned which repelled the invading foes of Egypt . However , upon discovering the dark truth behind the Items ' creation , Akhenamkhanen attempted to atone by offering his soul up to the Egyptian Gods as penance , sparing his son , Pharaoh Atem from any future retribution for his own indirect actions . Anime version . The " Yu - Gi - Oh ! first series anime " just makes use of the story depicted in the early chapters of the manga due to its small coverage of the series , while the Millennium World arc of the " Yu - Gi - Oh ! second series anime " follows the detailed version of the manga ' s late chapters ( the dub cuts the mention of the villagers dying , but still specifies their souls were used ) . Historical implications . When his father died , Pharaoh Atem was given the Millennium Puzzle , and in time , Siamon Muran relinquished the Millennium Key to Shada . The Millennium Rod was given to a young priest named Seto , who ( unknown to everyone ) was actually Akhenaden ' s son . Seto became a strong friend of Atem , though both young men remained unaware that they were cousins . Thief King Bakura , the sole survivor of the slaughter in Kul Elna , stole the holy DiaDhank from the tomb of Akhenamkhanen . By using it , Bakura could summon the ka , or soul , sealed in slates in the tomb of Akhenamkhanen and the demon Diabound , which created by the ka of the deceased people in Kul Elna ( originally , a Millennium Item was needed to summon Ka , except your own ) . After failing to beat Atem , he defeated Mahad and acquired the Millennium Ring . Then , using the Millennium Ring , Thief King Bakura injected evil thoughts into Akhenaden ' s Millennium Eye to corrupt his mind . Akhenaden wanted his son , Seto , to become the new Pharaoh , so he helped Bakura defeat the other priests and Atem , then he placed the Millennium Items upon the stone slab to summon the Dark God Zorc . While Zorc attempted to decimate the planet , Atem used his own name and the magics of the Shadow Games , within the Millennium Items , sealed Zorc and his own soul within the Millennium Puzzle , wiping his memory so that he could not recall it , so that the binding might never be undone . With Atem ' s eventual death , the Millennium Puzzle was entombed along with him in his crypt in the Valley of the Kings . In a chamber beneath the village of Kul Elna , a sculpted stone rested - it read " Should the seven Millennium Items be placed upon it , along with the eighth key , the Pharaoh ' s name , Zorc would be free again " . The magic of the Shadow Games was unleashed when the Millennium Puzzle was solved by Yugi Muto in the present day , and he embarked on a series of adventures that eventually resulted in the locations of the Millennium Items being revealed , and the three Egyptian God Card s coming into his possession . Placed on a stone tablet ( the Tablet of Lost Memories ) that professed to chronicle a battle between the Pharaoh and Seto , the cards and the Puzzle opened a gateway to Ancient Egypt , through which the soul of the Pharaoh was pulled . Back in his original body , but still lacking his memories , the Pharaoh was reunited with his priests , and Akhenaden ' s treachery was revealed as the Spirit of the Millennium Ring , which had also traveled back in time , stole the Items from their owners and used them to resurrect Zorc , only to have him be eradicated for eternity at the hands of the union of the three Egyptian Gods , The Creator of Light . Back in the present , following Atem ' s defeat at the hands of his vessel , Yugi Muto , in the conclusion of the Ceremonial Battle and the series , the Millennium Items , placed onto the tablet just before the duel began , would open a gateway to the afterlife , allowing the Pharaoh Atem to be finally at rest . Afterwards , the temple would then crumble , sealing all 7 Millennium Items deep underground until Kaiba digs them back up in The Dark Side of Dimensions . In the " Yu - Gi - Oh ! GX " manga , the Items are wielded by " Ma ' at " , an incarnation of the Egyptian God with the . " Ma ' at " uses the power of the items that priests had sealed in the White - Feathered spirit to defeat Tragoedia and allow Winged Kuriboh and Light and Darkness Dragon to seal him permanently .