See the individual card articles for more information. Rules and card effects may differ from that of the TCG/ OCG. This Duel uses Yu-Gi-Oh! GX anime gameplay. Titan tells them that this is all due to the power of his Millennium Item. Jaden suddenly begins to notices that parts of his body are mysteriously disappearing each time he loses lifepoints and Syrus and Chumley too begin feeling weak. Into the duel, Titan uses the pendant around his neck to create a black fog that slowly surrounds the room. Titan warns him, however, that in a Shadow Duel, the loser loses his soul. Jaden believes Titan must be behind the disappearances of the students and is willing to duel him to get Alexis back. Jaden argues that Shadow Games don't exist, but Titan tells him that that is what the others whom he had defeated believed as well.
Titan reveals himself to the three, and tells Jaden that the only way to free her is to beat him in a Shadow Duel.
They later come across her " Etoile Cyber" card on the ground and find her located in a cave connected to the dorm. As she screams, the boys hear her and run through the dorm to find her. Titan tells her that she was being used as bait for his trap. Meanwhile, Alexis wakes up and finds herself tied up in a coffin. As the three search the dorm, they find most of the walls covered in ancient Egyptian hieroglyphics of the Millenium Items, as well as a picture of a student whom Jaden did not recognise. After they leave, Alexis is confronted and kidnapped by Titan. Jaden however still wants to see the dorm, so the three head inside. Alexis reveals that the rumors about the disappearing students are true because one of those students that had disappeared was her brother. After Jaden questions why Alexis is there, she snaps at him and tells them that they'll be expelled if they're caught.
After asking why she is there, Alexis tells them that she should ask them the same thing. Syrus and Chumley are frightened by a snapping twig, which turns out to be Alexis. Meanwhile, Jaden, Syrus and Chumley walk to the abandoned dorm and come across the rose that Alexis had left behind. In the English version, Titan states he'll send Jaden to the Shadow Realm, while in the Japanese version, he informs Crowler that he charges three months pay, regardless of the job. Crowler hires him to scare Jaden, so that the latter will exit Duel Academy and cease irking Crowler. He reveals himself as Titan, the Shadow Duelist. That night, Crowler meets up with the mysterious Duelist by the lighthouse. The following day, Crowler watches Jaden fall asleep in class again and thinks to himself about how this class would be his last. After the other Duelist collapses, he receives a call on his cell phone, someone asking him to come to Duel Academy and he agrees to do so. Meanwhile, in the city, a mysterious Duelist had beaten another Duelist in a Duel and claims to have taken his soul using a pendant resembling the Millennium Puzzle. Crowler overhears them outside and decides to use it to his advantage in getting rid of Jaden. Syrus mentions that he had heard of the dorm before, so Jaden decides they should go the following night and check it out. Banner tells them that the kids who disappeared were involved in Shadow Games, duels played using the Millennium Items. For his ghost story, he tells them about an Abandoned Dorm on the edge of the island that had been shut down when many students went disappearing there. Professor Banner comes to join in and ends up drawing the Level 12 " Five-Headed Dragon". Jaden however tells them that whatever the strange thing was, he had recently been hearing the voices again, referring to Winged Kuriboh. However, nothing was ever there, but his cards. When he was a kid, he used to hear strange voices coming from his closet. Jaden draws the Level 1 " Sinister Serpent", and instead of an scary story, he tells them about a memory he had. After drawing the Level 4 " Earthbound Spirit", Syrus tells a story about a swamp monster that lured a boy into its grasps with a " Dark Magician" card. They would draw a card and, the higher the Level, the scarier the story must be. Jaden Yuki, Syrus Truesdale and Chumley Huffington are in their dorm, telling ghost stories using their cards. As the episode begins, Alexis Rhodes stands in front of an old building at night where she places a rose near the front of a statue and says, "Be at peace, wherever you are."