Isis and Mana head for Kul Elna to retrieve the Millennium Items. Isis uses her Millennium Necklace to strengthen her Winged Guardian of the Fortress to distract Zorc. However, Zorc destroys Isis's dragon and the amount of damage she takes kills her. Once Mana delivers the Millennium Items to Shimon, he summons Exodia with the Millennium Key, which holds its own against Zorc. Zorc eventually overpowers it, since Exodia drew its power from a mortal, Shimon, while Zorc had an almost infinite supply of darkness. Zorc the Dark One then destroys Exodia, killing Shimon. Mana delivers the other Millennium Items to the Pharaoh, who prepares to fight Zorc. The duel between Yugi and Yami Bakura continues, but suddenly, Yami Bakura's voice changes and he calls Yugi a "pathetic mortal", which strikes Téa as strange.