Noah Kaiba Noah Kaiba ( " Kaiba Noa " ) is the biological son of Gozaburo Kaiba and the main antagonist of the anime - exclusive " Virtual World " arc until his defeat at Yami Yugi ' s hands using both his and Seto Kaiba ' s cards . Appearance . Noah ' s usual outfit consists of a white long - sleeved jacket with purple markings , white shorts , navy blue knee socks , and brown loafers . He has green and teal hair and blue eyes . Noah is fair skinned . Mannerisms . Noah tends to use the expression " shall we ? " in duels , he also speaks with a squeaky voice . In the Japanese version he references religious things such as referring himself as a God or a creator and saying that demons ( fiend / zombie monsters ) belong to " hell " . He tends to be very impolite with everybody , mainly the Big Five . He tends to laugh manically . Biography . History . Noah Kaiba lived with his power - hungry and wealthy father , Gozaburo in luxury . To groom him as the heir of Kaiba Corp . , he was made to study heavily in various fields of academy , music and sports not unlike Seto Kaiba , but he enjoyed his lessons . To ensure he has the top education , Gozaburo hired only the best instructors and teachers . When Noah was around twelve years old , he was involved in a car accident which rendered his body useless . In the hope of saving his son , Gozaburo uploaded Noah ' s mind onto a super computer just before Seto was adopted . Noah ' s consciousness lived in a Virtual World that initially only included his own empty bedroom , but was ultimately expanded to include many other areas . Noah at first found his virtual existence almost pleasant , even enjoyable . The limits and bugs in the virtual citizens and his own virtual pet caused Noah to grow increasingly frustrated , agitated , and in some cases , even sadistic to seek out some satisfaction in his virtual existence . While his intelligence ( and ego ) grew exponentially , with no real human contact , Noah ' s maturity remained at the level of a small child . Gozaburo had adopted Seto as a model for Noah , but eventually , he forgot about his own son , realizing he would always be a spoiled brat , in favor of teaching Seto . When Seto took over " KaibaCorp " , Gozaburo ( in frustration and defeat ) uploaded his own mind into Noah ' s Virtual World . Virtual World . Six years later , Noah took his revenge on Seto . He kidnaps Seto and his passengers on Seto ' s Battle Ship during the semi - finals of Battle City , hoping to take one of the passenger ' s bodies , preferably Seto ' s . With the help of the Big Five ( the former chief executives of " KaibaCorp " who had been trapped in the virtual realm after their failed coup ) and his father , Noah locked Seto and the others in his virtual world and Dueled with them for their bodies . Unfortunately for the Big Five , they all fail to defeat the group , despite the mediocre and amateur Dueling abilities of such players as Téa Gardner , Tristan Taylor , and Serenity Wheeler . The Big Five were only able to claim Tristan ' s body - and even Tristan was only acquired on a technicality as Serenity actually won that Duel with the aid of Duke Devlin after Tristan ' s defeat - , with the combined Big Five being defeated by Yami Yugi and Joey Wheeler in a final Duel . Disgusted at the Big Five ' s failures , Noah deleted them ( in the dub , he simply sealed them away in different locations forever ) and decides to take on Seto himself , attempting to take Seto ' s body so that he could fulfill his role as " Kaiba Corporation " ' s heir . He brainwashed Mokuba Kaiba into regarding Noah as his true brother rather than Seto in order to weaken Seto ' s resolve , before Noah personally Duels with Seto . Though Noah proved to be more skilled than the Big 5 , he eventually found himself about to be defeated , but used Mokuba to discourage Kaiba from attacking as both Noah and Kaiba knew continuing with the attack would severely harm Mokuba , and because of how close Kaiba is with Mokuba , Noah knew Seto would never risk destroying him for the sake of winning one Duel . Just as Seto Kaiba about to lose , he managed to get through to Mokuba and freed him from Noah ' s mind control . In retaliation , Noah turned Seto and Mokuba into stone . Noah then dueled with Yami Yugi , who took Kaiba ' s place and used both his and Kaiba ' s cards to prove to Noah that he only won by trickery and deceit . Despite Yami Yugi ' s protests against Noah ' s cruel tricks , Noah appeared to have the advantage in the duel , as he not only turned Yugi ' s remaining friends to stone with each attack , but his use of " Shinato , King of a Higher Plane " as his Deck Master allowed him to add to his Life Points whenever a monster is sent to the Graveyard along with Spirit monster s , leaving Yami Yugi at an even greater disadvantage when he had started out with a very small number of Life Points to begin with since Seto ' s had been worn down to almost nothing . However , although Noah even manages to defeat Yami Yugi ' s three Dark Magicians ( " Dark Magician " , " Dark Magician Girl " and " Magician of Black Chaos " ) , he loses when the Pharaoh , having drawn " Card of Sanctity " , is able to draw six new cards - one for each of his defeated friends - , allowing him to draw Kaiba ' s three " Blue - Eyes White Dragon " cards and fused them to form the " Blue - Eyes Ultimate Dragon " to defeat Noah ' s strongest Spirit monster , Yami Yugi subsequently using " De - Fusion " to separate them and deplete Noah ' s Life Points now that he has no monsters on the field to protect him . After Gozaburo revealed himself , Noah showed everyone that there was a way for them to escape , but when he shows Mokuba to it , he escapes in Mokuba ' s body and leaves the virtual realm . Using his new body , Noah attempts to blow up the computer by ordering a missile equipped satellite to destroy the submarine , with everybody ' s minds in it . At the very last minute , Noah remembered how Mokuba had called him " brother " and still loved him , even after he tried to kill him and Seto . Realizing that what he was doing was wrong , Noah tried to call off the satellite , but found out that the computer he used to control was destroyed by Yami Marik . Despite that , he managed to give Mokuba back his body , get every one out of the virtual world to safety , and save them from being blown up . Before Noah evacuated Yugi and his friends from his Virtual World Island , he apologized to them for his transgressions , and begged Yugi to rescue Seto from Gozaburo , as they locked themselves in a Duel . As everyone else hurried to escape , Noah thanked Mokuba for showing him true friendship and brotherhood , bids him farewell , and sent him away to safety along with Yugi and the others . With Noah unable to stop the explosion , Noah ' s and Gozaburo ' s minds were destroyed , because Noah had made sure to keep Gozaburo from escaping into the net by binding himself with his father . After this , Noah was heard by Mokuba telling him goodbye ( he is not heard in the dub , and this small scene with Mokuba is removed ) . Noah was finally able to accept the fact that he is dead , unlike his father in the original Japanese version , while he ' s believed to have saved himself on a back - up file before the explosion in the English dub . Battle City Finals . Noah doesn ' t return to the real world in this arc but was mentioned by Tea and Serenity after the Battle City Tournament ended . Two flashbacks appear : one where he was Dueling Yami Yugi , and the other when Noah said that he would free Gozaburo ' s mind to evade hurting anyone again . Despite that , nothing was mentioned about Noah ' s relationship with Seto Kaiba and Mokuba . Decks . Anime . Creation . Against Seto , Noah uses a Creation Deck based around the symbolic creation of Earth . First he uses elements that homage the pagans ( " Aeris " , " Chiron the Mage " ) , then the Flood send by God , and after that its developmental and evolutionary stages , such as floods , the reign of the dinosaurs , the ice age , modern and futuristic times , and the Apocalypse ( represented through his Deck Master , " Shinato , King of a Higher Plane " ) . Spirit Deck . Against Yugi , Noah used a Spirit Deck , focused on replenishing Life Points at an extremely rapid rate .