The pharoah just found out Joey Wheeler lost his soul, so he runs off to find Dartz. As he nears the elevator, Dartz lets him know that they've been waiting for him. When the elevator door opens, he's surprised that Mai Valentine has lost her soul as well. The Pharoah takes the elevator up to the top floor, where Raphael is waiting for him.
Raphael is mad because he didn't get the Pharoah's soul, but Yugi's. In this rematch, Raphael is the one to use the Seal of Orichalcos. Even with the evil influencing his mind, he still poses a serious threat to the Pharoah. In the end, he willingly gives up his life points, but to everyone's surprise, he was able to conquer to evil in his heart and was spared from the Orichalcos.