Mahad and Mana mount a counterattack on Diabound, but it absorbs the dead spirits of Kul Elna to make itself more powerful. Seto and the rest of the priests arrive but are unable to penetrate Diabound's spirit shield. Bakura takes the Millennium Scale from Karim and uses it to strengthen Diabound by fusing another Shadow Creature (Illushu) with it. Shada locates Diabound's stone tablet and plans to destroy it to eliminate the beast. However, Aknadin attacks him and takes the Millennium Key. Shada is dragged into Diabound's tablet by the spirits of Kul Elna. Diabound's attacks overwhelm the Pharaoh and his Guardians. As Diabound defeats them, the Pharaoh tries to surrender himself to the souls of Kul Elna. The angry spirits enter his body, planning to drag him into the Shadow Realm, but the Pharaoh's father, King Aknamkanon, arrives and intercepts the spirits, convincing them to take his soul instead. Aknamkanon is able to trap the angry spirits within him, which releases Shada from Diabound's tablet, and leads the spirits to the Shadow Realm (trapping himself there as well). Bakura becomes enrages as the loss of the spirits weakens Diabound. Mahad is finally able to defeat Diabound with help from the Pharaoh. As Shada watches, Diabound's tablet breaks into pieces.