Yu - Gi - Oh ! Forbidden Memories Yu - Gi - Oh Forbidden Memories , known in Japan as Yu - Gi - Oh ! True Duel Monsters : Sealed Memories is a video game based on the " Yu - Gi - Oh ! " manga and anime series . The game takes place in Ancient Egypt . The players play the Yu - Gi - Oh ! Trading Card Game alongside characters that appear in the series . Characters . The characters consist mainly of characters from the anime and manga . Their roles differ slightly and a few exclusive characters exist . Plot . Ancient Egypt . The story begins in Ancient Egypt , with the prince of the dynasty ( Atem ) , who often spends time at the dueling ground playing against other villagers , and his two friends , Jono and Teana . One night , Atem escapes Simon Muran , his tutor and advisor , to visit the dueling grounds , where he mets up with Teana and a few villagers . After some games , Teana tells him of a festival occurring in the Plaza , and they leave to see it . They watch the mages march around a shrine , holding flags , and Teana comments that the ceremonies are starting to seem darker , assuming that it is the work of the " detestable " high mage Heishin , a sorcerer who leads a group of independent high mages . Teana spots Jono dueling , and greets him just as Jono ' s opponent , Priest Seto , defeats him . Priest Seto mocks Jono ' s ineptitude in dueling , and Jono and Teana tell Seto that Atem could easily defeat him . Seto and Atem are about to duel when one of Heishin ' s aides tells Seto that Heishin requests his presence . Seto agrees to duel Atem later at the dueling grounds . Jono , Teana , and Atem return to the grounds , where Atem has a quick Duel with Jono and defeats him . Seto returns , flanked by aides , and duels Atem , putting on quite a display of ability before Atem claims victory . Seto recognizes that Atem is the prince and says he will meet Atem again . Atem leaves and returns to the palace and is herded off to bed by Simon Muran . As Muran walks away , a guard tells Muran that Heishin has invaded the palace , wielding some sort of strange magic . Muran starts looking for him and finds Heishin destroying the stone columns of a walkway . Heishin confronts Muran and tells him that he has discovered the Dark Power , and uses the Millennium Rod to blast Muran away . Meanwhile , a servant wakes Atem and tells him to run , just as Priest Seto captures her and his aides take her away . Seto tells Atem that Heishin holds the King and Queen captive , and that to run away would result in their execution . Seto then demands the Millennium Puzzle in exchange for a getaway . Atem refuses , and Muran runs up behind him , looking beaten and weak , carrying the Puzzle and telling him to run . Atem runs , but Heishin corners him , and forces him to Duel for the fate of the Puzzle . However , Heishin defeats Atem ( the player will continue to duel Heishin until he or she loses ) , and Muran tells Atem to shatter the Puzzle , even attempting to subdue Heishin . Atem smashes it , and Muran uses some magic to seal himself and Atem into the puzzle . Muran tells Atem that his soul is now locked inside the puzzle , and that the only way to release it is to reassemble it . Muran tells Atem to rest , assuring him that someone will eventually complete it . KaibaCorp tournament . A millennia later the puzzle is solved by Yugi Muto . Yugi has a dream about the Puzzle ' s contents before entering a Duel Monsters Tournament hosted by the Kaiba Corporation . After defeating the preliminary rounds by dueling and defeating Rex Raptor , Weevil Underwood , Mai Valentine , and Bandit Keith , he takes a break . Between the preliminaries and the finals , Yugi and Joey are talking when Yugi spots Shadi , and tells Shadi about the dream . Shadi tells Yugi that the person from the dream is his doppelganger and is named Yami . He suggests that Yugi meet him , through his Millennium Key , and transports Yugi into the Puzzle . Yugi meets Atem , and Atem mentally tells Yugi that he wants to return to his own world . Atem gives Yugi six blank cards and disappears . After waking Shadi asks what happened , and Yugi shows him the cards , but neither of them can deduce what their purpose is . Joey informs Yugi that the finals are about to begin , and they depart . The first finalist is Shadi , and after Yugi defeats him , the Millennium Key and Scales are forced into the blank cards . Shadi theorizes that the Millennium Items were drawn together so that Yugi could acquire all of them . Yugi then proceeds to defeat Yami Bakura , Pegasus , and Isis to acquire their items . In the last round of the finals , Yugi faces Kaiba , who possesses the Millennium Rod . Yugi defeats Kaiba and unites all of the Items , which allows Atem to travel into his Egyptian past . Return to Egypt . Simon Muran awakes Atem in the puzzle , and theorizes that the boy , Yugi , is a representation of the future of Atem . Muran then tells Atem of the current situation . Heishin and the High Mages have taken control of six of the Millennium Items , and rules over the Metropolis . He expands his kingdom by constructing shrines guarded by the five High Mages : Martis , Secmeton , Atenza , Kepura , and Anubisius . Each shrine contains one of the Items , while the Millennium Rod is guarded by Heishin and Seto . Muran warns Atem that the way to defeat them is to find the Forbidden Ruins , and passes away . Atem is transported back to the Shrine of Glory , which is abandoned . He then travels into the old city , and ventures into the old dueling grounds , which are destroyed . Jono sees him and is jubilant that he survived , and brings him back to the new dueling ground , where he is reunited with Teana and the other villagers , who are hiding underground . Jono tells Atem how the Mages destroyed the card shop and dueling grounds because the villages couldn ' t locate him . Everyone is relieved that Atem survived , and Jono briefs Atem on the political situation , and how the Mages , led by Heishin , govern the land from the Vast Shrine of Darkness . Atem leaves and visits the old palace , which is completely destroyed . He meets a Mage Soldier inside , who Atem defeats in a Duel and starts searching the room . He finds a map that depicts an area known as the Forbidden Ruins . He travels to the Valley of the Kings , where he meets the tomb keeper , Sadin . Sadin takes the map and directs him to the Forbidden Ruins , where Sadin points out a map and drawing on opposite walls . After viewing the drawing and ascertaining nothing , Atem looks at the Map while Seto sneaks up behind them and tells them that the Map reveals the location of the High Mages and the Millennium Items . After Seto urges Atem to defeat the High Mages , Sadin yells at him to leave and advises Atem to proceed with caution , since Seto is an enemy and any positive action on Seto ' s part could be equally dangerous . Gathering the Millennium Items . After defeating two of the High Mages , Atem decides to take a break at the Hidden Dueling Grounds , and discovers that Teana was kidnapped by Seto . Atem and Jono head to the Dark Shrine , which is unguarded , and storm the building to discover a labyrinth guarded by a Labyrinth Mage . Atem duels and defeats him , and tries to navigate the labyrinth . Depending on how the player navigates , he may or may not face more Labyrinth Mages . After passing the maze , they find Seto and Heishin with some aides , holding down Teana . Heishin briefly contemplates the existence of the Prince and the Puzzle , and commands Seto to duel Atem and secure the Puzzle , which would be Seto ' s reward for victory . Seto drags Teana into a secret room and duels Atem , using incredibly strong monsters and strong magic cards before finally losing to Atem for the 2nd time . Seto gloats , stating that the High Mages won ' t stand a chance against Atem and departs . Teana thanks Jono and Atem for the rescue , and as they travel back to the Hidden Dueling Grounds , wonders why Seto was gloating after his loss , remarking that he " seemed to have a different agenda " , while Jono tells Atem to be cautious as they part ways . Atem finds and defeats the remaining High Mages , gaining a total of 6 out of 7 Millennium Items . Seto then sneaks up behind Atem again and tells him to defeat Heishin by accessing the now unguarded Dark Shrine . After returning to the Hidden Dueling Grounds , the villagers and Jono and Teana congratulate Atem on his victories and hope for a better future . He then heads for the Dark Shrine located north of the dynasty . Seto shows up in the grand hall , and shows Atem a hidden door that leads directly to Heishin ' s throne . Seto also warns Atem that Heishin is guarded by mages who have sworn to defend Heishin to the death . Atem passes through the door and is accosted by Neku and Sebek , whom he duels and defeats on a Darkness terrain . Finally , Heishin enters and climatically duels Atem for the second time . Atem defeats him and Heishin is promptly knocked unconscious . The Forbidden Ruins . Seto enters the room brandishing the Millennium Rod , stating that all of the Items have been gathered in one place , and should be brought to the Forbidden Ruins . Seto finally reveals his hand , stating that he only encouraged Atem to gather the items to save Seto the trouble of doing it himself . Seto then pushes a false stone , revealing a hidden chamber with a statue with the DarkNite . Seto then challenges Atem a duel . Atem defeats him . Just as Atem is about to decide whether or not to keep or destroy the Items , Heishin appears , grabs Seto , and motions a sword at his neck , threatening to kill Seto if Atem fails to hand over the Items . Atem reluctantly gives them to Heishin , who places them in the statue , causing the Darknite to be summoned . Heishin commands DarkNite to obey , but DarkNite refuses , and since Heishin lacked the Item to prove his authority , Darknite locks him in a card and incinerates him . Just as DarkNite is about to do the same with Seto and Atem , Atem shows DarkNite the cards Yugi used to acquire the Millennium Items , proving that they had them ( or did at one point ) . DarkNite agrees to duel Atem for his survival , under the conditions that DarkNite departs if Atem wins . Atem defeats DarkNite , but DarkNite does not uphold his end of the deal and transforms into Nitemare . Nitemare challenges Atem to another Duel . Nitemare is finally defeated . Aftermath . Seto escapes and is never seen again . Atem orders the Forbidden Ruins buried , and claims the rightful throne , ruling Egypt as a great king . Gameplay . This game plays differently to the TCG , because it uses prototype rules that were originally being considered when the card game was first being adapted from the manga . Many rules such as Tribute Summoning , Effect Monsters and the need for " Polymerization " to perform Fusion Summon s are not present . Also Ritual Spell cards demand specific tributes ( For example , when " Zera Ritual " is activated , one must have a " King of Yamimakai " , a " Ryu - Kishin Powered " and a " Wicked Dragon with the Ersatz Head " to offer them as tributes and finally summon " Zera the Mant " ) . Once a ritual monster is created , it is Normal Summoned like all other monsters in the game . The Equip Spell Card equip conditions are also very different in this game , most of the time being based on the type , artwork and the flavour text of the monsters . For example the card " Dark Energy : whilst this card only works only on Fiend - Type Monster Card s in the TCG , in this game this card works on every Zombie - type monster , and various other specific monsters cards like " Jirai Gumo " . Their primary guardian stars will also tell a lot abouth the monster ' s condittion to be equipped with certain cards . For example : All monsters whose first Guardian stars is Mars ♂ , but " Thousand Dragon can be equipped with Salamandra and in most of the cases Invigoration . Monsters with guardian stars ☿ , but Gaia The Fierce Knight can all be equipped with Dark Energy , Black Pendant and / or Sword of Dark Destruction and almost never can be equipped with cards like Book of Secret Arts or Legendary Sword . The card " Invigoration " works on any FIRE Monster Card such as " Flame Swordsman and " Flame Ghost , as well as Thunder and Rock cards like " Boulder Tortoise " , but also works on some other monsters like " " Change Slime " and the already mentioned " Jirai Gumo " The card " Legendary Sword " doesn ' t work on all Warrior - Type Monsters . It works with some Warriors , and can also be equipped to other monsters like " Bladefly , Cockroach Knight , Tiger Axe and Gatekeeper " , since they ' re warrior - like monsters The card " Book of Secret Arts " doesn ' t work on all Spellcaster - Type monsters , but does work with Fairy monsters , sometimes works with Spellcasters and also works on certain specific monsters such as " Psychic Kappa " , Spirit of the Books " , Sea King Dragon " and Sengenjin " Unlike in the TCG , after a Equip Spell card is equipped to a monster , the equip card does not stay face - up on the field . The card disappears and the monster permanently gains 500 ATK , except in the case of " Megamorph " where the monster gains 1000 ATK instead . Equip spell cards can also be combined with monster cards in the hand to apply their effects , similar to monster fusion . Music . The following background music is played during the game . The names listed are unofficial .