With Shinato's Ark, Noah has a strong advantage in his duel against Kaiba. Noah has the ability to change the virtual environment and does so depending on what card he chooses to play. From a volcanic field, he changes their surroundings to a sunny forest clearing around which dinosaurs roam. He wipes out the dinosaurs with meteors, ushering in an ice age. He finally reverts it back to a sunny clearing with the skycrapers of Domino City visible in the distance above the treeline. Noah reveals that when his mind was digitized, he was able to rapidly gain knowledge from Gozaburo's computer database until he was more intelligent than any human. A flashback reveals that when Noah first existed in virtual reality, he was often visited by his father, who gave him a town to live in and people to interact with. Noah soon grew frustrated with the limitations of the world so he began to reprogram it. He told Gozaburo his idea of improving the virtual world by connecting it to networks around the real world. When he asked Gozaburo if he was capable of taking over KaibaCorp, Gozaburo refused to discuss it. Without Noah's knowledge, he started to focus more on the newly adopted Seto and Mokuba. Noah brings the brainwashed Mokuba into the duel to emotionally manipulate Kaiba. Mokuba believes Noah is his brother and Kaiba is the enemy. With one more attack, Kaiba could have won, but he withholds his attack because Mokuba would have been harmed.
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