Season 2, Episode 11
Air date April 4, 2016
Written by Dioga beta
Directed by Dioga beta
Episode Guide
Shadows in Control
Rath Smash!


The dock is cratered, a hole in it with concrete and debris from warehouses floating off in the water. Way Back towers over them, while Bakura and Luna watch from Warehouse 7.

Bakura: Keep him occupied. I want him the moment he reverts.

Nightshroud flies out, his dark dragon armor growing in size to combat Way Back. Nightshroud breathes a beam of darkness, Way Back jetting his fingers forward. The beam hits his plug fingers, as he absorbs the attack. 

Roman uses his spider legs to dig his way out of the debris. White Dragon fires a lightning blast at him, forcing Roman to leap back. Marik is lying unconscious in the water, as Ishizu dives in, retrieving him. 

Ishizu: Don’t be dead on me, Marik. 

Ishizu brings Marik to the side, using mana to heal him. Raphael and Kalin are out cold, darkness leaving their mouths. The darkness returns to Bakura, as he smiles from the power surge. 

Bakura: Fascinating. I might as well take it from Marik as well. He doesn’t need it in his state.

Bakura raises his hand out, darkness leaving Marik. 

Crow drags Aster away, him beginning to stir. Axel is with him.

Axel: Good. He’s finally coming to.

Skurd: Hopefully, this will give him a wake-up call. That he isn’t invincible. 

Broder: Yes, only the most cunning can be invincible.

Axel spins, throwing a fireball, Broder deflecting it with his scepter. He uses the scepter to fire a blast of darkness, Axel making a wall of fire to block it. 

Way Back catches Nightshroud, his plugs draining the darkness from him. Nightshroud screams, as he reverts to Atticus, Way Back having a hold on him. Way Back puts him down gently, as he puts his hand on the dock, reverting.

Yami: Not good. I need to, ack!

Yami grabs his head, groaning in pain. Luna is standing in front of Yami, focusing her powers on him. Yami struggles to resist, as Bakura approaches as well.

Bakura: What you failed to realize, Yami, is that the Shadow Riders formed because of you. This glorious device on your wrist,

Bakura grabs Yami’s arm, lifting it up to get a look at the Dueltrix. Yami’s other arm begins moving on its own, shaking violently to resist.

Bakura: Absorbed part of me, forming the alien form you call Darkside. This darkness, a section of it being removed from you, turned into PaniK, one of my incomplete forms. He transferred the darkness into other hosts, mainly Roman and Nightshroud. After that, my darkness was contracted like the plague. I couldn’t have been revived without your help. And you, will now become the strongest of my Shadow Riders.

Yami: (Straining) No. No! Guys!

Ishizu drags Marik over to where Aster is laying, Axel holding Broder off.

Crow: Ishizu, care for Aster too! I’m going to go help Yami!

Crow takes off running, as Ishizu begins to heal Aster with mana.

Skurd: You may wish to hurry up with that. I have an ominous feeling that this confrontation is just beginning to heat up.

Crow dashes towards Yami, when Roman walks by, swatting at Crow with a spider leg. Crow flips over it, as Roman fires a shadow web, ensnaring Crow. Roman swings Crow around, slamming him into White Dragon, the two being slammed into the side of a warehouse.

Yami struggles to resist, as he draws two energy cards, one of the cards black. Yami’s hand shakes as he reaches to place them on the blades. 

Bakura: Now. Fuse Darkside with Rath, and form Dark Rath. Become a creature that is under my complete control. 

Yami resists even more, as Luna increases her concentration. Yami screams in torment, as he is about to slap down the Dueltrix. 

Yami: You, won’t, control, me!

Yami’s right hand twitches in a flash, drawing a new energy card. Bakura, angered, reaches to slap down the Dueltrix. Yami places the new card on the Darkside card, just as Bakura slaps it down. The Darkside card is overwritten with Grey Meteor, as he begins to transform. He takes Rath’s shape, his fur being dark grey except on his stomach and muzzle, which is a light grey instead. He wears purple pants, has no pointed eyebrows or claws on his hands. His eyes are glowing yellow, as the Dueltrix is on his chest.

Grey Rath: Grey, RATH!

Bakura: No! This is not what I wanted! You should be!

Grey Rath punches Bakura, his essence breaking into shadows. The darkness scurries away, as Luna retreats into the shadows of the warehouse.

Luna: Still controllable, I believe.

White Dragon fires a lightning blast at Roman, who ducks underneath it. Crow charges in, as White Dragon flies in, grabbing Crow and lifting him off the ground.

Crow: Hey! Let me go!

White Dragon: Fine.

White Dragon lets Crow go, as he falls towards Roman. Grey Rath charges through, ramming Roman, slamming him into the warehouse. He punches Roman, knocking him out and the darkness leaving him. Roman slumps down to the ground. Crow lands right where Roman was.

Crow: Yami? Nice shot. Though I think you were a little…

Grey Rath roars, as he charges at Crow. 

Crow: Hey! Wait! It’s me!

Crow goes to leap out of the way, as Grey Rath grabs Crow’s leg, chucking him. Axel and Broder are still fighting, as Crow collides with Axel, knocking him to the ground by Ishizu and Aster. Grey Rath roars triumphantly, as he leaps into the air, soaring beyond the dock area. 

Crow: (Groaning) Well, that could’ve been worse. He smashed Roman up pretty good. 

Ishizu: What happened to him?

Crow: Don’t know. But we need to go after him.

Skurd: Agreed. Aster! Time to wake up! Mindy has made you a hot breakfast!

Aster: Huh? Ah, I hope its pancakes.

Aster sits up, coming to his senses and recognizing his surroundings. Skurd is snickering.

Aster: Ha, ha. Real funny. 

Skurd: I thought so. 

White Dragon uses his jet boots, flying off after Grey Rath. 

Crow: Hey! At least wait for us! 

Axel: No, he has the right idea. We need to get Yami back under control. 

Axel propels himself with flames, flying off. 

Aster: Don’t worry, Crow. I’ll give you a lift. Skurd, give me wings!

Skurd stretches over Aster and morphs into Hypnotick’s back, forming its wings. Aster picks Crow up, flying off after the others. Ishizu closes her eyes, teleporting with mana. Broder hovers over the area, looking at the smoke in the distance.

Broder: So, this fight is over. And we have lost. Perhaps it is the right time to…

Luna: You going somewhere, Broder?

Broder looks down, Luna walking underneath him.

Luna: Take me after them.

Broder: Are you mental? Chase after the ones who want to destroy us?

Luna: As I am the last surviving host of darkness, that puts me in charge. 

Broder: Hate to break it to you, but you don’t control me. I just listened while it benefited me. Now that it doesn’t…

Broder goes to fly off, when Luna holds her hand up. Broder’s scepter breaks into darkness, reforming in Luna’s hand. A blast of darkness is fired, hitting Broder and causing him to drop. Broder tries to get up, when Luna presses the tip of the scepter to Broder’s chest. 

Luna: I can’t control your mind, but I can destroy you in other ways. Now, take me to the battle scene.

End Scene

Citizens scream, those out at night running from Grey Rath stampeding around. Grey Rath swats cars out of the way, them crashing through buildings. People record the event on their phones as it occurs, the light catching Grey Rath’s attention. Grey Rath charges at those with camera phone lights on, him stomping craters into the ground.

Ishizu: Yami!

Grey Rath turns, as Ishizu holds her hand up, it emanating a calming light. Grey Rath calms down, as he walks towards Ishizu.

Ishizu: It’s alright, Yami. The danger has passed. It is time for you to recover your sense of self, and return to your normal state. 

Grey Rath creeps forward, going to reach for the light. A lightning blast hits him from above, angering Grey Rath. He roars, swatting Ishizu away, her barely raising a mana shield in time to protect herself, her still flying through a building’s window. White Dragon flies overhead, shooting lightning blasts at Grey Rath. He raises his arms to block them, but looks little more than irritated from the attacks. Ishizu comes back out from the window, looking stern.

Ishizu: I almost had him!

White Dragon: We tried it his way, the soft way, for too long now. It’s time to do this the right way. 

White Dragon shoots lightning blasts at Grey Rath, who no longer flinches from the attacks. Grey Rath leaps after White Dragon, him flying upwards. Grey Rath climbs up a building after him, shattering the windows and infrastructure as he goes. White Dragon then turns and dives at Grey Rath, flying right past him. Grey Rath spins and tries to reach for him, causing Grey Rath to lose his grip, falling from several stories up. He craters into the ground, White Dragon hovering over it.

White Dragon: Nothing to it. 

White Dragon slowly floats away, as a hand shoots from the crater, grabbing onto White Dragon’s leg. Grey Rath squeezes his hand, crushing the jet boot and White Dragon’s leg. White Dragon grimaces, trying not to let out a shout of pain. Grey Rath tosses White Dragon, him crashing into a car. 

Grey Rath howls in triumph, pounding his chest. A fireball hits him, exploding on him. Grey Rath recoils in shock, not harm. Grey Rath turns, as Axel descends, followed by Aster carrying Crow. 

Crow: Hey, Yami! I don’t know what you’re doing or what happened, but we need to fix you here!

Axel: You kidding?! We need to stop him!

Aster: Leave it to me, boys. He likes me best.

Skurd: Why do I get the feeling that you’re about to become a smear on the wall?

Aster: So, similar to you, then. Give me some armor if you’re that worried about me.

Skurd sighs, as he forms Iron Emperor’s body around Aster, having his iron tuxedo. Aster then begins approaching Grey Rath, arms held up.

Aster: Yami, baby! One transformer to another, rampaging and breaking stuff is so, uncool!

Grey Rath stops rampaging, tilting his head in confusion as he watches Aster talk.

Aster: Sure, I used to blow stuff up, but I was always paid to do it. The point is, this medial activity is so beneath us. So, why don’t we go and something to eat, find a job worthy of our abilities?

Grey Rath continues to stare at Aster, while Axel leans in closer to Crow.

Axel: (Whispering) Is he alright in the head?

Crow: (Whispering) He’s a mercenary. His line of thought was never coherent anyway.

Grey Rath turns away from Aster, seemingly calmed down. Skurd gives a sigh of relief, when Grey Rath spins around, back handing Aster. Aster flies through an apartment complex, shooting through and crashes into the side of a building, a billboard propped on top of it. Aster falls to the ground, moaning as he struggles to get up.

Skurd: Well, that went well. 

Aster: Oh, shut it. I thought I got through to him. 

The billboard snaps from its support bars, as it falls towards the ground, towards Aster and other citizens. 

Aster: Skurd, give me Basilisk!

Skurd morphs to take on Basilisk’s body, growing in size to shelter those underneath him. The billboard crashes into his back, shattering it. 

Skurd: Oh, ho! That didn’t feel good at all!

The people underneath Aster run out, going for shelter elsewhere. 

Broder and Luna are on a rooftop, watching Grey Rath approaching Crow and Axel. Luna is focusing her powers.

Broder: Are you controlling that beast?

Luna: No. It is immune to direct mind control. However, I can stimulate several neurons to create the certain mood I want. I’m not controlling him, I’m simply making him angry.

Grey Rath’s face goes red around the eyes, showing irritation. He rubs at them, then snarls, charging at Crow and Axel.

Crow: Hate to do this to you, Yami!

Crow charges forward, as he does a spin kick. He strikes Grey Rath in the side of the face, his jaw being pushed to the side, though the rest of his face doesn’t. Crow’s expression drops, as Grey Rath turns his head and bites into Crow’s leg, his teeth digging into it.

Crow: Agh! Shoot! He bit me!

Grey Rath flails his head around, shaking Crow up like a rag doll. He then lets go, Crow crashing into a hotel lobby, people screaming. Crow shouts in pain, teeth marks piercing through his leg. Ishizu comes through, healing his leg.

Crow: Gah! It stings!

Ishizu: At least you just got puncture wounds. White Dragon’s leg was crushed into a million pieces, it took forever to put it back together to where he can move. 

Axel flips over Grey Rath’s fist, as Grey Rath swings a barrage of punches after him, shattering the street as he goes. Axel uses his propulsion flames to push himself away, causing Grey Rath to chase him. A lightning blast hits Grey Rath from behind, causing him to stop his onslaught against Axel, turning down the road to stare down White Dragon.

Axel: What are you doing?! I had him under control!

White Dragon: Yeah, sure. 

Grey Rath charges straight at White Dragon, who fires more lightning blasts, them being deflected off Grey Rath’s skin. Grey Rath gets ready to punch White Dragon, while Aster with Magnutops’ face shield and horns on his arm charges in, ramming him from the side. Grey Rath goes tumbling through a condemned building, as Aster rams into the infrastructure. 

Aster: This better work!

Aster moves back, as he charges another weakened pillar. The building collapses down on Grey Rath. Aster, Axel and White Dragon approach the building, as Grey Rath breaks out of it. Grey Rath roars, as he lifts metal pillars off of him.

Skurd: Why, superb! Why not just arm him with big, jagged pieces of metal?! Oh, wait! That’s exactly what we did!

Aster: Hey, you didn’t stop me.

Skurd: That’s because you didn’t tell me what your stupid plan was!

Aster: That was intentional.

Axel: Can we actually focus on taking down the target?!

Grey Rath makes his way out of the demolition sight, holding a long metal pillar. A lightning bolt rains down from the sky, drawn in by the metal pillar and striking it, the lightning transmitting through Grey Rath, him howling in pain from the shock. He drops the pillar, as he shakes off paralysis.

Aster: Nice shot, White Dragon.

White Dragon: That wasn’t me. I shoot condensed bursts of electricity, not un-channeled bolts of lightning. 

A figure floats down, wielding a long handled hammer with a double sided hammer head. His skin is grey, while his spiky hair is black in the middle, but around the sides and a single strand in the middle is yellow. He wears a black attire, with a light grey cover with spikes on the shoulders. In his left eye is a Rune Eye.

Dragan: Stand down, puny mortals. 

Dragan spins his hammer around in a circle like a staff, as if it were weightless. 

Dragan: I shall handle this monster.


  • Signers
    • Yami
    • White Dragon
    • Crow
    • Axel
    • Aster
    • Skurd
    • Ishizu Ishtar
  • Dragan


  • Bakura
  • Shadow Riders
    • Nightshroud
    • Roman Goodwin
    • Luna
    • Broder
    • Raphael (unconscious)
    • Kalin (unconscious)
    • Marik (unconscious)

Aliens Used

By Yami

By Skurd


  • The title of the episode is based off the catchphrase from the cartoon Danny Phantom, it being "Going Ghost!"
  • Grey Rath was inspired by Marvel's Hulk, specifically the design for Grey Hulk.
  • Grey Meteor's card going on top of Darkside's is what caused the lack of control over the form.
  • After Yami's loss of control, the team essentially breaks down, acting on their own. White Dragon and Axel try to stop Yami, while Ishizu, Crow and Aster try to save him.
  • The battle scene downtown was inspired partially by the Battle of Harlem in Marvel's The Incredible Hulk, and the Duel of Johannesburg in Africa in Marvel's Avengers: Age of Ultron.
  • Luna using her powers to affect Grey Rath's neurons to cause extreme aggitation is similar to Scarlet Witch manipulating Hulk to attack in Age of Ultron.
  • Dragan, the one Broder wants the power to destroy, appears.
  • Dragan's hammer is based off the hammer used by the Yu-Gi-Oh! monster Thor, Lord of the Aesir.
Major Characters
Yami | White Dragon | Leo | Luna | Ishizu | Crow | Aster Phoenix | Skurd
Secondary Characters
Pegasus | Police (Detective Trudge, Axel, Sergent Mina, Commissioner Viper, Kaz) | Joey | Mahad | Axel | Mokuba | New Enforcers (Jack Atlas, Jim Cook, Tyranno Hassleberry, Seeker) | Team 4 D's (Blair, Syrus Truesdale, Sherry LeBlanc, Zane Truesdale, Valon) | Asgard (Dragan, Halldor, Duke Devlin, Adrian Gecko, Sartorius, Sarina, Devack, Andre)
Arcadia Movement (Sayer, Aki, Espa Roba, Weevil, Rex, Mako, Bastion, Tania, Mai, Mindy, Bruno, Thunder, T-Bone, Leon, Chris, Dimitri)
Main Enemies
Zorc the Dark One | Diagon | Senator Izayoi | Doma (Dartz, Rafael, Camulla, Kalin) | Noah Kaiba | Marik (Dark Marik) | Yliaster (Jakob, Primo, Lester) | Broder | Meklord Emperors (Skiel, Wisel, Granal) | The D | Yubel | Earthbound Immortals (Ccapac Apu, Aslla Piscu, Uru, Cissu, Wiraqocha Rasca, Chacu Challhua, Ccarayhua)) | Rex Goodwin
Secondary Enemies
Gozaburo Kaiba | Big Five (Gansley, Crump, Johnson, Nezbitt, Leichter) | Officer Trudge | Dr. Roman | Dr. Zigzag | Esoterica | PaniK | Enforcers | Odion | Nightshroud | Shadow Riders | Princeton Brothers (Chazz, Jagger, Slade) | D's Gang (Hunter Pace, Syd Barlow, Trapper, Greiger, Lawton, Nicholas, Hans, Hermann) | Asgard Criminals (Misty, Mad Dog, Mr. Shroud, Titan)
Yami's Aliens
Snare-ye-oh | 8tle | Swampmutt | Ghost Gadget | Rath Arms | Crashocker | Echojaws | Articdrillo | Lode-Stache | Buzzhead | Toemech | The Jetworst | Gold Chuck | Heatfreeze | Ultimate Gymosis | Malem Dust | Armoback | Humungoopsaur | Clockgrade | Dark Portal | Sonic Wisp | Heatdrillo | Dark Rath | Big Jones | Ditto Grade | Atomic-X | UpRigg | ClouAlien | Ghost Dust | Way Back | Nanohopper | Chill Rath | Amp-Eye | Stink Hazard | Spider Trout | Portadrillo | Wildrot | Worst Foo | Davy Back | Ssslumungousssaur | Chromatails | Diagonbolt | Elaskiblast | Gravadactyl | Dark Feed | Goop Chill | Terrafoo | Jury Shock | Franken Grade | Battle Rigg | Diamond Matter | Grey Rath | Clockwork Angel | Grafista | Will-o-Ditto | Toepire | Buzz Cream | Ghosttrack | Dark Stone | Hawk Charge | Dittoneir | Grand Goat | Big Chuck | Fourmungousaur | Rust Angel | Astro Dust | Desert Skull | Big Diagon | Dark Spider | Diamond Angel | Terragrade | Big Arm | Blox'n Lode | Chill Skull | Shock'Em
Nemetrix Aliens
Terroranchula | Magnutops | Chomper Ram | Slamworm | Basilisk | Thunder Log | Crabdozer | TKV | Hypnotick | Fell Wygic | Vicetopus | Seismic Constrictor | Buglizard | Mucilator | Iron Emperor | Muck Rock | Seer Digger | Diomedes | Tyrannopede | Panuncian
Dueltrix | Nemetrix
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