The Shadow RPG, known as the Dark RPG in the Japanese version, is the final Shadow Game played in the Yu-Gi-Oh! manga and second anime. It is considered by Yami Bakura to be the ultimate Shadow Game. It is a Dungeons and Dragons-style re-enactment of the Pharaoh Atem's reign, played by Yami Yugi against Yami Bakura. Each of the spirits has his own motive for playing: Bakura's is to resurrect the ancient monster Zorc Necrophades and destroy the world, while Yami Yugi's is to learn his own name and defeat Zorc once and for all. While the circumstances of the game are rather vague in the anime (often appearing as if the game literally takes place in the past), they are explained in full in the manga.
The Shadow RPG is a game for two players. Each player controls a character card, with Yami Yugi's being Pharaoh Atem and Yami Bakura's being Thief King Bakura; Yami Bakura also controls Aknadin via his mummy. Each player has a deck of cards, which respond to the player's memory; as soon as a player remembers a person from his past, that person appears on one of the cards and can be used in the game. Each character card has a ba gauge indicating their health; by depleting ba, characters can summon Monster Spirits to do battle. When Aknadin becomes the Shadow Magus, he is given a double ba bar, and when Zorc is summoned, he has a triple ba bar.
Yami begins the game in control. His goal is relatively simple: keep the Millennium Items away from Bakura until The Creator God of Light, Horakhty, can be summoned for game. Complicating this fact is that Yami does not know his own name, thus, his characters also do not know it, and therefore can't summon Horakhty. Little Yugi enters the game to retrieve it.
Yami's side's characters are based off of Pharaoh Atem and his courtiers. Most have a Millennium Item, which they must keep away from Bakura's characters.
- Pharaoh Atem
- Shimon Muran
- Priest Seto
- Akhenaden (changes sides)
- Hassan (summoned with Master Item) (in the manga, he is an NPC)
To battle and to simulate Egyptian culture in general, Yami is provided with the following Duel Spirits. Duel Spirits can be summoned by characters by using ba in the manga, and through possessing DiaDhanks in the anime.
- Slifer the Sky Dragon
- Obelisk the Tormentor
- The Winged Dragon of Ra
- Battle Ox
- Duos Dragon
- Two-Headed Jackal Warrior
- Illusion Magician
- Dark Magician
- The Wicked Worm Beast
- Dark Spirit of Chaos
- Five-Eyed Horned Ogre
- Blue-Eyes White Dragon
- The Creator God of Light, Horakhty
Yami begins the game with all seven Millennium Item Cards, which are equipped to his characters. Bakura can take these Items, however, so Yami must guard them by battling Bakura. In the anime, his Master Item is a gold mask that summons Hassan, a powerful ally character, while this happens automatically in the manga when Bobasa/Shadi transforms into Hasan.
In addition, he possesses the ability to move on his opponents turn five times per game.
Bakura's strategy in the game revolves around powering his side up by weakening Yami's side. While he has fewer Duel Spirits and items, they are afforded special abilities that let him increase their own power and Yami's pain, fitting Bakura's sadistic nature.
Bakura's chief character is his own past self, last survivor of the village whose souls were sucked out to create the Millennium Items. His goal is to summon Zorc; if Zorc is unleashed in the RPG's past, he will be in the real world's present, as well.
Bakura is given the following Duel Spirits to help him in his plan.
Bakura's items consist of three sand hourglasses, each with a different effect. Each glass can only be used once.
- First glass - Rewinds time. Used to resurrect Diabound after Ra destroyed it.
- Second glass - Pauses time. Allowed Aknadin to place all the millennium items into the millennium stone.
- Third glass - "Natural Catastrophe:" Slowly destroys the entire game board (and thus the entire world within the game) by sucking it into four hourglasses beneath the board.
In addition, Bakura makes use of Aknadin's mummy, stolen from his father's museum. The mummy "plays" the game with Bakura, allowing him to corrupt Aknadin into a character for use by his side.
NPCs are characters not controlled by the players. They typically do not have any effect on how the players play the game, with one notable exception. When Zorc is summoned, the NPC Bobasa transforms into the powerful Hassan, the guardian of Pharaoh Aknamkanon. Other NPCs include townspeople and soldiers.