As Noah tries to take stock of his defeat against Yugi, he and the others are shocked to discover that Gozaburo Kaiba has also downloaded his mind into the Virtual World and that he is the mastermind behind Noah's plan and that he is planning to take over the world by digitizing the entire world. While Yugi and the others try to convince Noah to release them from their virtual prison to warn the rest of the world, he has other plans as he leads their minds through memories of their Battle City experiences.
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