Yu-Gi-Oh Anime Series Playlist

The counterfeit Ra knocks out Odion and Joey and Kaiba decides the winner will be whoever stands up first. Joey manages to stand first, allowing him to win the duel. Before passing out, Odion reveals his real identity and cryptically warns Joey that they will all now be in worse danger. Odion's lapse into unconsciousness allows Marik's evil half, Yami Marik, to surface and take control of Marik's body, since Marik needs Odion to help restrain his dark side.

Yuma has 2000 Life Points, but wants to increase them some more before moving on to a Duel Field to continue. Tori tells him to calm down and Astral informs him that there are no Spell or Trap Points nearby that would increase his Life Points. With that option gone, he instead begins to search for an opponent as he continues down the tracks of the Duel Coaster. Tori tells him to calm down again and Yuma veers onto the tracks that lead to the "Jungle Field", where Dextra and Vetrix are ready to begin their Duel. The face one-another from opposite ends of a pond. Dextra thinks to herself that fear grabbed her when she first saw Vetrix at the finals party. He is someone who would break apart things important to other people in an instant. Vetrix giggles, but Dextra says she will stop him and won't let him reach Kite. Vetrix asks if she really cares about Kite that much and Dextra responds that she does - and she loves him. Vetrix laughs again. Mr. Heartland announces that the two who will face-off at the "Jungle Field" are the former World Duel Carnival administrator Dextra and the mysterious boy, Vetrix. He explains that each field has a Field Spell Card pre-set on it, with each having different effects. He wonders what will happen at the "Jungle Field". The feed is cut at the point and the monitors show only static. He wonders aloud what happened and apologizes to the crowd, ordering the staff to fix it as soon as possible. He laughs to himself, thinking that there's no way he'll allow the public to see this Duel. The Duel begins, with Vetrix seeing that Dextra still has 8000 Life Points from the Duel Coaster, while Vetrix has 4000. He is surprised and chides Dextra for not acting like an adult. Dextra tells him that she'll defeat him no matter what the cost and explains what the "Jungle Field" does. If a player does not Summon or Set a monster from their hand during their turn, they'll receive 1000 damage during their End Phase. Vetrix says she came here already knowing that and determines that it was she who kept Setting Trap Cards in his path on the Duel Coaster. Dextra says she'll take the first turn and activates "Dance of the Butterspy", which lets her Special Summon two Level 4 "Butterspy" monsters from her hand as there is a face-up Field Spell Card. She Special Summons "Morpho Butterspy" and "Swallowtail Butterspy", both in Attack Position. She immediately overlays them to Xyz Summon "Photon Papilloperative" in Attack Position. Vetrix is surprised to see such a quick Xyz Summon. Dextra says he'll now be facing three Continuous Spell Cards. She activates "Butterfly Charm" and reiterates the effect of the "Jungle Field" before explaining that if a Summoned monster does not attack, "Butterfly Charm" will destroy it. Vetrix says he'll attack then and Dextra asks if really thinks she'll let him do that. She activates "Elimigate" and explains that when a monster other than an "Assassin" monster attacks, it will automatically be destroyed. Vetrix sputters and Dextra tells him that his monsters will face instant destruction no matter what he does. Vetrix says that can't be and Dextra tells that that she isn't done yet. Vetrix's visible eye widens as Dextra plays "Butterfly Swarm" by paying 2000 Life Points. She explains that she each time a monster they control is sent to the Graveyard, its controller will take 1500 damage. Vetrix says that that means he'll take damage if he doesn't Summon a monster, it will be destroyed and he'll take even more damage. He says "Butterfly Swarm" inflicts 1500 damage at the expense of 2000 of its controller, so that's why Dextra saved up 8000. Dextra says that if he doesn't break her combo, he'll be consumed by the jungle in three turns. Dextra thinks of Kite and how she met him. Many young Duelists were training to work for Mr. Heartland, fighting against a large robot. Six Duelists remain, including Kite, Dextra and Nistro. Heartland says they must be exhausted, but tells them that from this suffering will rise this generation's elite Duelists. Nistro attempts to Summon a monster and Dextra tries to activate a Trap, but the robot blocks both moves. Heartland moves the robot's control dial up to the maximum level. The robot electrocutes both Nistro and Dextra and Heartland claims the equipment has gone haywire. He tells them that even if they fall from exhaustion, they must win through Dueling. The robot blasts Nistro against the wall and then targets Dextra again, with Nistro yelling her name. Kite intercepts the attack and Summons "Daybreaker", telling it to attack directly. It shuts the robot down with its sword, but the attack leaves Kite with a wound on his face (the blood is removed in the dub). Kite tells Dextra not to concern herself with him, adding that if she does, she'll lose herself. Later, Kite sits with Hart on a balcony. Dextra passes by and presses herself to the wall, listening in. A butterfly flies by and Kite catches it on his finger, telling Hart to look at it. Dextra says that Kite's true strength was always the fact that he never concerned himself with anyone but his brother. But even his smile looked sad. Dextra tells Vetrix that just as how Kite protects Hart, she will protect Kite - by fighting alone and not concerning herself with anyone else. Vetrix asks if he is the sacrifice for her love. Vetrix calls himself an idiot, laughing. Yuma's Duel Coaster has now entered the "Jungle Field" as well. Yuma, Tori and Astral exit the coaster to watch the Duel. Dextra glances at them, while Vetrix calls Yuma's name and begins to dance around, saying he's been caught in a huge trap. Yuma looks at Dextra's field and Astral says he understands. He reiterates Dextra's combo and Yuma calls it an amazing play. Astral says there is one way to avoid it though. Vetrix says that's correct and says he'll win no matter what the case. Astral seems once again surprised that Vetrix can perceive him. Vetrix thinks that due to Dextra's combo, he must Summon a monster. If he does so in Attack Position, the combo will take place. Vetrix says the answer is to Set a monster instead and does so, along with another card. He ends his turn there. Vetrix says her combo can't activate if his monster is in Defense Position. Dextra responds that there is no point to Vetrix doing anything at all - he cannot run from her or from the jungle. During the Standby Phase, Dextra pays 2000 Life Points to maintain "Butterfly Swarm", dropping her to 4000. She activates the effect of "Papilloperative", detaching an Overlay Unit to change Vetrix's monster to face-up Attack Position and have it lose 600 ATK. "Heraldic Beast Aberconway" appears, and its ATK drops from 1800 to 1200. Dextra orders "Papilloperative" to attack and destroy "Aberconway" with "Vivid Swarm". Vetrix's Life Points drop to 3100, while the effect of "Butterfly Swarm" inflicts another 1500 damage as his monster was sent to the Graveyard, leaving him with 1600. Vetrix is blasted off his feet and Yuma yells that Dextra's combo is so cool. Dextra Sets a monster to end her turn. Vetrix asks if she really found the perfect combo with no weakness. Dextra again says that she won't let him get to Kite. Yuma looks confused and Vetrix asks if sacrificing her own life for him is really worth it. He asks if this is the power of love. Yuma looks confused about love and asks why Dextra would fight for Kite. Tori punches him in the stomach and says he has no manners (the actual punch is cut briefly from the dub, replaced with a black screen full of stars, and Tori says that Yuma is thick-headed instead). She blushes and says that the power of love sounds really amazing. Dextra asks if Vetrix understands. Even putting his monsters in Defense Position is no use. Vetrix's voice drops to a much more serious tone as he draws. He Normal Summons "Heraldic Beast Berners Falcon". Dextra says he finally understands. "Butterfly Charm" activates, forcing "Berners Falcon" to attack, while "Elimigate" will destroy it. Glowing butterflies pull "Berners Falcon" through the gate and "Butterfly Swarm drops Vetrix's Life Points to 100. Yuma thinks Dextra may actually beat Vetrix. Dextra is so close and wonders if her win is now confirmed. Vetrix giggles and rises to his feet. He says the power of love sounds really great. He says he wants to know if her heart suffers from caring about Kite and tells her he will break that memory apart. Vetrix activates "Advanced Heraldry Art", letting him Xyz Summon using monsters in his Graveyard for Overlay Units. He overlays the Level 4 "Aberconway" and "Berners Falcon" to Xyz Summon "Number 8: Heraldic Beast Genom-Heritage" in Defense Position. Yuma and Astral are shocked that Vetrix has a "Number" card. Vetrix giggles again and ends his turn. Dextra says that "Number" or not, she'll finish him off within the next turn. As she pays 2000 more Life Points to maintain "Butterfly Swarm", she again yells she won't let him reach it. She activates the effect of "Papilloperative", detaching an Overlay Unit to switch "Genom-Heritage" to Attack Position and decrease its ATK from 2400 to 1800 using "Mystifying Menace". Dextra says this is the end and has "Papilloperative" attack "Genom-Heritage" with "Vivid Swarm". Vetrix activates the effect of "Genom-Heritage", explaining he can detach an Overlay Unit to activate one of three effects. He says he will now steal her monster's name. "Genom-Heritage" snares "Papilloperative" and drains blood from it. "Genom-Heritage" changes form, now looking identical to "Papilloperative", but with its original head intact. With that, "Papilloperative" now has no name. Vetrix wonders what will happen now that it's no longer a "Papilloperative". Dextra says this can't be and Vetrix says the effect of "Elimigate" will activate now. "Papilloperative" is destroyed since it is nameless. Dextra says her combo has fallen apart and "Butterfly Swarm" activates as well, inflicting 1500 damage as her monster was sent to the Graveyard. Dextra is left with 500 Life Points. Vetrix's crest springs from his covered eye and engulfs the field in fire. Vetrix says he just thought of a good idea and his crest launches again. He says he will take Dextra's memories. Dextra screams as they are drained. Yuma asks if she's alright. He tells her not to lose to Vetrix's powers and to fight for Kite. She remembers him and says she won't concern herself with anyone else. She Normal Summons "Moonlit Papillon" and Flip Summons "Blue Mountain Butterspy". She overlays them to Xyz Summon "Photon Alexandra Queen" in Defense Position. Yuma is happy she hasn't given up. Dextra activates the effect of "Alexandra Queen", detaching all of its Overlay Units to return all monsters on the field to their owners' hands and inflict 500 damage to the controllers for each of their returned monsters. Astral says it will be a Draw and Dextra declares "Butterfly Effect". Dextra says she doesn't need Life Points or her life as long as she remembers Kite. Vetrix says she sure is trying hard and tells her she will devour her heart and memories. He activates his face-down "Heraldry Record" negating the effect of "Alexandra Queen" as it was activated by detaching Overlay Units. Yuma says that can't be and Vetrix asks if its his turn. She says it is and yells that she doesn't want to forget Kite. Vetrix says her memories, consciousness and love are all being absorbed. He tells Dextra to rest in peace and tells his "Photon Papilloperative" to attack "Photon Alexandra Queen". Yuma yells for him to stop as he declares "Butterfly Death Dance". He says the effect of "Butterfly Swarm" will now carry Dextra to the land of the dead. Her Life Points drop to 0. Just after the loss, Dextra apologizes to Kite for failing him, and his image in her head vanishes. Vetrix says that memories of love taste bad (Vetrix mentioning this is cut from the dub). Yuma yells Vetrix's name and Vetrix says that its Yuma's heart he will eat next time (in the dub, Vetrix simply tells Yuma that he will defeat him next and warns to get ready for it), while vanishing through a portal. Yuma runs to Dextra and she slumps sideways. She tells him to tell "that person" to remember her as teardrops form in her eyes (in the dub, Dextra says that she was thinking about someone, but couldn't remember who that person was). Astral says that that is Vetrix's power and Yuma says he will never forgive him.

Yami Bakura calls forth the terrifying Dark Sanctuary, activated when Yami Yugi sent Dark Necrofear to the Graveyard, which is capable of possessing one of Yugi's monsters each turn. While Yugi tries to find a way around this, Yami Bakura calls forth the Destiny Board, which will destroy all monsters on Yugi's side of the field should it truly succeed from within its full activation.

As the episode starts, Joey is complaining about the placement of the river in front of them and how they won't make it to the Fortress of Fear in time. Solomon suggests that they could jump in and swim across. Téa disagrees, not knowing what might be lurking there. Yugi walks in saying he's searched the area, not finding anything boat-like. Joey goes on to say they need to find something, lest they lose their way home when the sun sets. Tristan calls the others from the entrance of the temple, saying how the rest of them have to see what he's found. He found a pathway under one of the floor tiles of the temple that may lead under the river. As the gang is running, Solomon calls out for them to slow down as he and Yugi have short legs. Just ahead of them, Joey sees a light at the end of the tunnel. As Joey opens the trapdoor leading out, they find an arch that looks like it belongs in Stonehenge, vines draped over it. Téa asks where they are, to which Joey checks the map and says it some kind of ancient graveyard, jumping in fright as a flock of crows leave the forest. Téa and Tristan make fun of him, Joey trying to look tough despite. Hearing a sound, Yugi alerts the others to it. Solomon says to be cautious, just in case, as Yugi switches with Yami. Yami says to stay close just as something laughs manically. A large group of Skull Servants and Wood Remains appear from the ground. Huddled together, the gang summon forth their monsters, the Celtic Guardian, Thunder Kid, Baby Dragon and Happy Lover. The 4 monsters start cutting down enemies. Solomon is almost attacked by two Skull Servants, but Yami protects him with the aid of Celtic Guardian. They decide they can't fight them all and want a quick exit, but more and more of the monsters just keep coming back. Tea thinks they need some back up, to which Joey agrees. Seeing more capsule rocks, they decide to release more monsters. Joey touches the nearest one, releasing a new monster for him: The Flame Swordsman! A hand pops out of the ground (The Graveyard and the Hand of Invitation or Earthbound Spirit) and grabs Tea's ankle. Yami grabs her and they slide back, both touching capsule rocks, releasing Kuriboh and Dark Witch. Solomon congratulates and states the obvious that they have 3 more monsters to use. Flame Swordsman sets wakes of fire along, burning down a group of enemies while Dark Witch creates a ball of light that disintegrates pretty much all the rest. Joey stands dumbfounded, while Yami switches back with Yugi. They all start running towards the temple, Solomon still moaning about his short legs. Tristan thinks they should have installed an escalator. Just as they reach the top, an Olympus-style building awaits them and Tristan moans again about how it would have been just as nice at the bottom of the hill. He also says things could have been worse... and as usual, they spoke too soon. Upon saying what they did, massive walls surround the building though the one in front has a large door embedded in it. They all try to push the wall down unsuccessfully as Solomon's back kicks out. Yugi asks Téa if she has any ideas since he couldn't find any way in. She mentions that the statue of a large bird-man gives her the creeps. It looks surprisingly lifelike Yugi feels they're there for a reason. Joey and Tristan join them as they haven't found any way in either. They can't even find a crack or a way over the walls by climbing. Joey makes a sarcastic remark about flying over the wall before it hits him that he could use Baby Dragon to actually do so. The others cheer him on as he flies towards the top of the walls, only to hit an invisible barrier that's protecting the top. He and Baby Dragon fall, crashing into the ground, Baby Dragon reverting to a capsule again. Tristan comments on "the old invisible force field trick", while Téa tells Joey she's sure he'll save the day next time. In front of the first wall they came too, Joey asks why didn't they try the front door beforehand. Solomon tells them to stand back. He's managed to summon forth Summoned Skull. He commands Summoned Skull to attack, who lifts its arms and brings forth a massive bolt of lightning, a direct hit crashing in to the wall... to no effect. All are shocked, but Yugi is determined to get in, reminding himself that if this is a game, there has to be a way in. He notices on the door is a large rectangle with a small square on each corner. The bottom right of which is lit up. As he and Tea run up to it, the light goes out. Tea asks if he knows what it means, at which Joey rushes up and tries the shake the answer out of poor Yugi. Yugi explains that the design on the door is the wall and Fortress, and that the 4 smaller squares represent the statues at the corners of the wall. Tea realizes that if all 4 squares on the design glow, the door will open. Yugi asks his grandpa what he was doing while the square was glowing. Solomon says he was just standing there with his arms crossed just like the statue (which is a statue of The Rock Spirit). Upon doing it again, the same square on the design lights up again. Téa, Tristan and Joey all go to mimic the positions of the other statues. Téa mimics the position of Spirit of Flames, Joey stands before Garuda the Wind Spirit while Tristan stands before Aqua Spirit. With all 4 lights lit up, the door opens up for Yugi. Yami reminds him that he must find the casket inside before the sunsets and to get a move on. Solomon tells Yugi that he must go alone as the others must stay in position in order to keep the door open. The others cheer him on as he enters the Fortress. Yugi finds a casket covered in hieroglyphs, but thinks it's way too easy to find. Rushing forward, the floor suddenly disappears from under him, causing him to fall into a big, empty room. As he falls, Yami takes over to stop him getting hurt. Yami states the blatantly obvious and says they've fallen into a trap. Yugi wasn't thinking it seems and apologizes. Yami forgives him but says they need to think of a way out. Joey starts to cramp up and falls backwards. Tristan quips about how much of a poser he thought Joey was. The door slams shut and the statues come to life. The four of them summon forth their most powerful creatures. Meanwhile, back down in the trap pit, Yami is pondering how to get out when the walls start to move in. Yugi reminds Yami that this is all a game and they just have to figure out how it's done. Kuriboh's capsule starts flashing. Yami summons out Kuriboh, who then starts floating up around the hole they fell through when Yami notices a capsule rock just on the edge of the hole. Kuriboh gets excited that they realize what he was trying to tell them, but is knocked down by the moving wall. Yami runs and makes a jump, just catching the ledge the capsule rock is on, but is unable to reach the rock itself. He calls for Kuriboh's help. Kuriboh charges up, pushing Yami just through the hole and enough to place his palm on the rock, releasing a blast that throws Yami and Kuriboh through the roof of the Fortress, only to show he's being carried by his newly summoned monster, Dark Magician. Yami notices the sun is about to set, but Yugi tells him that the others need help. Both Yugi and Yami call upon the Dark Magician's special ability, doing a large cross-shaped attack and defeating all the statues but The Rock Spirit. Solomon calls for Summoned Skull to attack, but The Rock Spirit grabs his monster, the lightning bolt attacking both monsters, destroying them and severely weakening Solomon. As all 4 guardians are destroyed, the walls collapse. Yugi (now in control again) rushes into the Fortress, intent on opening the tomb. Despite his efforts, the tomb won't open. Pushing with all he has, he just manages to open it as the sun goes under the horizon. Darkness falls, and the once empty tomb fills the room with light as a set of golden armor floats in front of Yugi, a bright portal behind it. Joey and the gang call for Yugi, and tell him what happened to his grandpa. Solomon walks forward telling them that there are more important things to deal with. Another stone block with hieroglyphs has appeared. It reads: "Pass through this doorway and thy journey will start, Five trials will follow to test thy heart. But I warn you this journey is not for the weak, Only a true warrior can unearth what you seek." After Solomon finishes reading, the armor dissipates and places itself on and around Yugi. Tea and Tristan discuss the armor, but Solomon says that without the armor, they can't continue. Yugi protests, but the others say it's their only way out of the game. Joey insists that, since Yugi has the armor, he should go first. They step through the portal of light.

Yugi and the others arrive at KaibaCorp Island and The Battle City Finals resume. To decide who will duel whom, the four duelists--Yugi, Joey, Kaiba, and Marik-- face each other in a four-way duel in the Duel Tower.

Shark awakens in the hospital and looks out the window, seeing the Duel Tower with the Sphere Field atop it. He mutters Yuma's name. Vetrix tells Yuma he has to praise him for once, impressed that he evaded that attack. However, he adds that this is as far as Yuma will get. He asks if the "ZW -" card wasn't his trump card. With that defeated, he'll have no chance of winning. Yuma tells him he won't give up - not until he's delivered the feelings everyone has entrusted him with to Vetrix, at least. Vetrix draws and tells Yuma this is the end for him. He activates the effect that "Number 69: Heraldry Crest" stole from "Chaos Number 39: Utopia Ray", detaching an Overlay Unit to increase the ATK of "Heraldry Crest" by 500 and decrease the ATK of "Utopia Ray" by 1000. He asks Yuma to allow him to exterminate him using the effect of "Utopia Ray". Vetrix declares "Dark Matter Demolition" as "Heraldry Crest" attacks. It fires a beam into a portal, which exits the portal as a purple fireball. Yuma activates his face-down "Half Unbreak", encasing "Utopia Ray" in a bubble, preventing its destruction by battle and halving the Battle Damage. Yuma is pitched against the edge of the Sphere Field by the force of the attack, but survives with 50 Life Points. Tori yells Yuma's name, while Flip says he has only 50 Life Points left. Vetrix calls Yuma troublesome, with Yuma insisting it's not over yet. Vetrix derides him, saying that his persistence reminds of him of Kazuma - and that was an aspect of Kazuma that Vetrix considered to be truly annoying. Yuma angrily yells he won't allow Vetrix to insult his father. Astral urges him to calm down and reveals that he sees the winning formula. Vetrix asks Astral if he thinks they'll win just because "Heraldry Crest" is out of Overlay Units. He activates the effect of the "Heraldic Beast Twin-Headed Eagle" in his Graveyard, banishing it to attach two monsters from his Graveyard to "Heraldry Crest" as Overlay Units. Two spheres spring from a portal and begin to circle "Heraldry Crest". Vetrix says the time has come for them to give up, Sets a card and ends his turn. Bronk remarks it's now 3800 Life Points to 50 and Flip adds that Yuma is no match for that. Caswell wonders if Yuma will really lose and Tori mutters Yuma's name. Vetrix laughs, while Yuma says the situation has really gotten bad now. Appearing bent over in pain, Astral asks Yuma what's wrong, as Yuma's stomach growls. He says he's really hungry and Astral asks how he can think of something like that right now. He remembers Tori giving him some Duel rice. He digs it out and starts eating. Flip wonders what he's doing and Caswell asks if this means he's forfeiting the Duel. Cathy says he couldn't do something like that and Bronk adds that he's not given up yet. Tori urges him on. Vetrix laughs, not expecting that even someone like Yuma would eat during a Duel (This scene is cut from the dub). Since Yuma and Astral are fused, it's as if Astral is also eating the rice. It's an unfamiliar feeling for Astral, who says he can feel the fighting spirit bursting in his body. Astral comments that this must be what it feels like to be truly alive and says it's fun to stay with Yuma. Yuma tells him they must win, but Astral is still focused on food, saying he'd like to have three bowls of rice next time to feel more alive (in the dub, Astral says that Yuma has an appetite for enjoying life). Finally, he refocuses and tells Yuma he has the winning formula. Yuma and Astral speak in unison, Yuma's hand glowing with power. They tell all the light and power to gather on their right fist and illuminate the path towards hope once more. Yelling "Final Shining Draw!", they draw "ZW - Tornado Bringer". Yuma equips "Utopia Ray" with "Tornado Bringer", causing it to glow green with its new energy. Vetrix is taken aback, calling it "ZEXAL Weapon Twin Sword Style" (This scene is cut from the dub). The ATK of "Utopia Ray" increases by 1300, to 5000, shocking Vetrix. Yuma reveals that the equipped monster cannot be targeted by card effects that destroy cards, adding that the effect of "Zexal Weapon - Lightning Blade" will prevent Spell and Trap Cards on his field from being destroyed. Therefore, neither the Equip Cards nor "Utopia Ray" can be destroyed by card effects, making the destruction effect of "Heraldry Crest" useless. Yuma says that "Utopia Ray" in "Twin Sword Style" could be described as invincible. He orders "Utopia Ray" to attack with "Rising Sun Double Chaos Slash". The two "ZW -" monsters transform into their monsters forums and stand next to "Utopia Ray". Vetrix activates his face-down "Heraldry Burst", returning both "ZW -" cards to Yuma's hand. Thus, the ATK of "Utopia Ray" falls to its original value of 2500. Vetrix's hand glows with energy as he reveals that at the End Phase, "Heraldry Burst" will inflict 500 damage to Yuma for each card returned to his hand. Vetrix says that with their Battle Phase over, all they can do his end their turn - and lose. Yuma insists he won't give up, but Astral asks what he plans to do. Yuma has no plan, but Astral says he's still right for not giving up. Vetrix asks Astral what he'll do, who again says he already has the winning formula. Together, Yuma and Astral declare they are activating "ZEXAL Catapult". This lets them Special Summon a "ZW -" monster from their hand. They Special Summon "Lightning Blade" in Attack Position, who is launched from the catapult back to the field. Vetrix asks if they've forgotten the effect of "Heraldry Crest", which immediately negates the effects of "Lightning Blade" and allows "Heraldry Crest" to use them itself. Unphased, they declare they are activating the effect of the "Amarylease" in their Graveyard, banishing it to allow them to Tribute Summon once this turn with one less Tribute than would usually be required. They Summon "Tornado Bringer" with no Tributes, whose effects are drained by "Heraldry Crest". Bronk thinks they've failed - Yuma already had no chance of winning. Flip says it's over and Tori mutters Yuma's name again. Vetrix says they are just struggling futilely now. Astral points out that the Levels of "Lightning Blade" and "Tornado Bringer" are both 5. Yuma adds that the conditions are met and Vetrix realizes they plan to overlay the "ZW -" monsters. They overlay them to Xyz Summon "ZW - Leo Arms" in Attack Position. "Utopia Ray" attaches the armor of "Leo Arms" over its own armor, as Yuma reveals he can equip it to increase the ATK of "Utopia Ray" by 3000, adding that that effect cannot be negated. They chant "The raging impact from warrior's golden armor will shake the ground, the blitz of lightning, please inject the force of God-slayer to the warrior! Beast-Armor Fusion, Lion King Hope Ray!!! (This chant is cut from the dub)" Vetrix asks if they've forgotten their Battle Phase is already over. Yuma says that "Leo Arms" will let "Utopia Ray" attack in Main Phase 2. Vetrix insists that's impossible, with Yuma saying that this it the ultimate "ZW -" monster. Vetrix chides them, saying that as the weapons were overlaid, they lost their original effects. Therefore, the effect of "Heraldry Crest" can affect "Utopia Ray" again. Vetrix detaches an Overlay Unit and "Heraldry Crest" changes form again as it prepares to destroy any card on the field. He adds that the form that "Heraldry Crest" has taken on due to its effect is its true form. Vetrix targets "Utopia Ray" with "Shatter Stream". Yuma reveals the final effect of "Leo Arms" - once per turn, he can negate the effect of his opponent's monster and halve that monster's ATK. "Utopia Ray" cleaves the tail of "Heraldry Crest" off and its ATK falls to 1550. Vetrix again yells this is impossible and Yuma and Astral order "Utopia Ray" to attack with "Rising Sun Triple Chaos Slash". "Heraldry Crest" is destroyed in a massive explosion (during the explosion the "X" from the Yu-Gi-Oh! ZEXAL logo can be briefly seen) as Vetrix is pitched to the ground screaming, his Life Points falling from 3800 to 0. Tears in her eyes, Tori leaps to her feet and yells that Yuma did it. Bronk and Cathy both cheer as well, while Flip and Caswell say that "Zexalura" did a great job. Mr. Heartland mutters Yuma's name in astonishment. Realizing where he is, he announces the winner of the first World Duel Carnival as Yuma Tsukumo. Dr. Faker muses that Byron lost, but it didn't matter who won - he'll recover the "Numbers" here and now. Electricity pulses around the Sphere Field, hitting both players. "Numbers" fly from the chests of both Yuma and Vetrix and are absorbed into the Sphere Field's core. Vetrix's crest glows in his eye, but it vanishes as he screams in pain. Electricity spreads to the whole Duel Tower, which begins to crumble before an explosion wracks the base of it. The crowd streams from Duel Tower Stadium in a panic. Tori yells Yuma's name, while Shark exits the hospital as he sees the tower base explode, also saying Yuma's name. Faker laughs, saying that Byron's power is no threat after the "Numbers" are gone. Vetrix is pitched to the edge of the Sphere Field before the core begins to blow him towards it. Faker yells "Disappear, Byron!" Yuma flies towards Vetrix and grabs his hand, materializing "Zexal Weapon - Lightning Blade" in his other hand. Driving the blade through the edge of the Sphere Field, he enables both of them to hang on. Vetrix remembers Kazuma saving him in a similar fashion years ago. Yuma asks what on earth is going on. Vetrix tells him that the Sphere Field is dedicated to collect the "Numbers". Now every "Number" that appeared in the World Duel Carnival was gathered in the finals. Faker would not pass up that opportunity. Yuma asks if it was a trap then and Vetrix confirms it, saying Faker let them Duel here and waiting until the power of the "Numbers" expanded. The grip of the sword begins to break a bit. Vetrix urges Yuma to let go of him - the Sphere Field has classified him as an "unwanted object". If Yuma does not let go, both of them will fall. Yuma refuses and Vetrix is confused as to why he would save him. Yuma insists he's already explained it - anyone that Duels him is his friend. Yuma says he does not understand complicated things, but insists that Vetrix can gain friends and bonds through Dueling as well. Vetrix tells him he finally understands why Yuma wouldn't give up and calls Yuma's Dueling already beyond his own power of revenge. Still, Vetrix says he cannot live as Yuma and Kazuma do. Vetrix continues that he can't let Faker have his way and that he will release the souls he has captured. Blue light streams from Vetrix, which exits the Sphere Field and hits Heartland Tower. Kite and Hart awaken. Vetrix tells both Yuma and Astral "good-bye" before releasing his hand. As he falls towards the Sphere Field's core, Vetrix opens his other palm. Three orbs of light of three different colors sit in it - yellow, red and blue. Remembering his family, he vows never again to forget and asks for forgiveness. The three orbs fly off and Vetrix descends into the core. Yuma yells Vetrix's name and elsewhere, Quinton, Trey, and Quattro awaken. The Sphere Field flies off the Duel Tower and hits the top of Heartland Tower. Shark begins running towards it. Inside the Sphere Field, Faker finally appears, laughing. He tells Yuma and Astral it is time for the final cleaning - the elimination of the Astral World.

Since the announcement of the World Racing Grand Prix, crimes involving Duel Runners have been rising throughout the city. Jack and Carly do some investigating one night and while waiting, they then witness a gang steal a number of Duel Runners and attempt to make their getaway. Jack tries to stop them, but the gang members are not afraid and its leader, Syd, tries to shoot him. However, one of the gang members shields Jack, resulting in him crashing and the rest of the gang fleeing. Jack is also abruptly stopped and instead goes to where the gang member is. While trying to question him, Trudge appears shocked as he recognizes who the man is. Later at the hospital, Trudge reveals that the injured man was actually an undercover Sector Security officer investigating the thieves named Kaz. Thanks to Jack's interference, he is now in critical condition. After hearing all of this, Jack takes a card from Kaz's Deck and decides to go after the thieves himself. In Satellite, Jack meets an informant, Gus, who tells him where the thieves' base is. However, it turns out to be a trap, as Jack is assaulted by a number of thugs and ends up in the hospital himself after being hit in the head with an iron rod. His friends try to talk him out of it, but Jack states that finding these thieves is something that he has to do himself. Jack confronts the thieves once again and is again beaten for his trouble. This time, however, he manages to plant a tracking device on one of them and finds their base at the city docks as they plan on leaving. There, he confronts Syd and tells them that Security is on their way and that they cannot escape. Syd admits defeat and suggests that the two have a Duel while they wait for Security to come. Syd reveals a special set up for their Duel: Each participant is chained to a conveyor belt and as each player loses Life Points, the conveyor belt moves backwards and upon defeat, they are dropped into a trash compactor. Syd gets off to an early lead thanks to his the piercing effect of "Assault Wheel", while Jack summons "Vice Dragon", "Archfiend Interceptor" and "Multiple Piece Golem". However, Syd activates "Nightmare Wheel" to neutralize "Multiple Piece Golem" while inflicting burn damage and then he activates "Plunder Decoy" to force "Vice Dragon" to destroy "Archfiend Interceptor". Syd then reveals that their base has actually set sail, as it is really a disguised tanker ship and that Security won't make it after all. He then Synchro Summons "Combat Wheel" and brings Jack to the edge of his conveyor belt. However, Jack manages to Synchro Summon the monster card that he borrowed from Kaz, "Chaos King Archfiend" and thanks to its effect, it is able to destroy "Combat Wheel" and drain Syd's Life Points to 0. Jack saves Syd from being crushed in the compactor and then knocks him out with a single punch to the face. By the time Security finally arrives, Jack has already taken out the entire gang. Back at the hospital, Jack returns "Chaos King Archfiend" to the recovering Kaz and thanks him for his efforts. The two then agree to one day have a Turbo Duel together.

After entering the portal from last episode, the group find themselves on a floating island above the clouds. After a little banter, Joey asks how they get off and Téa assumes that they just need to pass the test. Yugi collapses from the strain of using the armor in the previous trial. Tristan says that he needs a doctor, but Solomon reminds them that they have better than that and take Yugi to a cave to be healed by Happy Lover. Afterwards Yugi states that he feels like a new man, but Téa insists that he sit this trial out. Yugi protests and tries to get up, but he collapses, completely out of energy. Tristan says that poor Yugi is sleeping like a baby. They make Yugi a make-shift bed with a rolled-up towel under his head Solomon's vest acting as a blanket. Solomon believes that the armor takes more of a toll on Yugi than they know of. Joey thinks it's time to pay Yugi back for saving them in the last trial by completing this one while Yugi rests. A bright light suddenly shines from the entrance, leaving behind another scroll. Joey gives it to Solomon to translate it. It says: "Once a day the unbreakable stone appears in the Valley of Light. To achieve the impossible, fight with a power that's greater than physical might." Solomon feels that it'll be quite a challenge, but Joey says that it'll be fine. Téa wishes to stay with Yugi, so the three guys walk off and Tea re-enters the cave and we see Yugi asleep. Joey thinks there's someone down in the giant crack, despite it only being the echo of his call. Tristan corrects him, but Joey is adamant. Solomon thinks they should find a way down. The three scale along the cliff edge, eventually making it to the bottom. Joey and Tristan think that maybe Solomon read the scroll wrong as it's very dark at the bottom. Solomon says that it's the only valley for miles. Just then, the sun rises over the valley, lighting it up. Solomon explains how it all makes sense. Tristan then asks where this unbreakable stone is, and Joey points to a large monolith. Joey asks what they're meant to do. Solomon states that the ancient text read that this was an unbreakable stone, so the trial is to break it. Tristan wants a hammer and chisel, but Joey suggests using their monsters instead. Tristan summons forth Thunder Kid and attacks the Monolith. Despite the strength of the bolt of lightning, there's not even a scratch on it. Joey hears a sound and feels there's more to the trial than just the monolith. The group turns and looks up to the cliff edge to see a strange ball of glowing light, from which appears a Prisman. They all think the monster is pretty small, so Joey summons forth Flame Swordsman. Both he and Thunder Kid attack, knocking Prisman far away, but yet undamaged... Joey orders Flame Swordsman to attack again, but ends up running out and standing between the two monsters. Prisman grabs Joey, but Joey knocks him back down with a punch to the face. Joey and Tristan start arguing over who gets to beat up the little guy. Solomon, angrily, tells them to stop fighting as they're on the same side. Both call for an attack, but as they do, the sun shines brightly overhead. Prisman raises its arms, glowing with a rainbow-colored aura before firing a massive beam of light at the gang's monsters. Solomon explains that, because of what Prisman is, he's able to focus the sun's light into a massive energy beam and because they're above the clouds, the sun is stronger than ever. As the gang hides and tries to think of a plan, Prisman's attacks destroy the rocks they're hiding behind. Solomon is hurt and as Prisman powers up an attack, Tristan sends in Thunder Kid to help, tackling Prisman and making him fire up at the cliff edge instead. Joey tells Tristan to work on breaking the rock while he deals with the glassy foe, narrowly avoiding a beam to the face. Tristan doesn't like the plan, but avoids a blast directed at him, the beam hitting the monolith instead. Tristan feels he's lucky to be alive but realizes that the beam made a hole in the stone. Acting on this, he tells Thunder Kid to follow his lead. Joey and Solomon are running for their lives as they're being constantly shot at. Tristan shouts an insult to Prisman, goading the crystal terror to attack him and Thunder Kid instead. Prisman takes a shot that Tristan and Thunder Kid sidestep away from. Both make a face at him, only to sidestep his shot again. Joey doesn't think much of what they're doing, but they continue to insult Prisman, who starts rapidly firing at them. Meanwhile, Yami is running from the mysterious shadowed being again. He meets up with Dark Magician, fusing with him, but as he turns to face the new foe, the armor cracks and disappears. Yugi awakes with a start, realizing it was only a dream. Téa is wetting a cloth when she notices the boys left the scroll behind. She starts as Yugi asks what it was they left behind. Yugi asks where everyone is and Téa explains to him how they went off and gives Yugi the scroll, hoping he can read it. He can't, but switches to Yami so he can read it. Yugi appears in spirit to Yami, asking what it means. Yami says that it's only half the riddle as the riddle should say something about shadow as well, but it only talks about light. Not knowing of where to find the rest of the riddle, Téa asks if they can look for it in the shade. Yami suddenly realizes about the riddle, and they go inside as Téa asks how she solved it. Yami says it's because she suggested to read it in the shade, the act of which shows the second half of the riddle. Yami reads it to himself, saying how the others are in trouble... Prisman manages to hit Thunder Kid in the shoulder, so Tristan also feels the pain. Joey wants to come help, but Tristan tells him to trust what he's doing, although tells Joey to pull down on his right eye. Joey does so, only to have Tristan tell him that he's officially a distraction. Joey bounces around as he's shot at by an angry Prisman. Tristan tells Thunder Kid to attack the now greatly widened hole in the monolith, cracks shooting all over the monolith, shattering it to pieces, causing Prisman to stare in shock. Joey congratulates Tristan on breaking the rock, making Tristan start to gloat, but Joey shoots him down with a well-timed insult. In the background, Prisman is flailing about. Picking up a large piece of the monolith, Joey, Tristan and Thunder Kid run at Prisman using a monolith piece as a shield to get close enough for Flame Swordsman to swoop in and destroy it. As they rejoice, the base of the monolith cracks and breaks apart, a shadow standing in the dust emerges from the rubble. Yami and Téa are scaling the cliffside as Yami explains how the second part of the riddle says that once the creature of light is destroyed, a new and more dangerous monster is born. They need to find the others first, but it's too late as they arrive just as the creature of shadows appears. It turns out the creature of shadows is a Skull Guardian, leaping toward the others and slashing at them, its sword-arms hitting the ground as they manage to avoid the attack. Flame Swordsman rushes in to attack, only to have it be parried. Thunder Kid fires a bolt of lightning but also gets blocked. Skull Guardian throws out waves of dark energy that knock the two monsters away, hurting Joey and Tristan. Solomon tells them to fall back as Skull Guardian slams its swords on the ground. A wave of energy is released that follows close behind the gang as they run away. Yami summons forth Dark Magician, fusing with him. Charging in for an attack, Yami blocks the counter strike with his capsule launcher and uses a dark magic attack to knock Skull Guardian away. As the being falls to the ground, a light glows where the monolith once stood. Joey calls for an attack with Flame Swordsman, but Yami blocks that too. Joey asks what he was doing as they have to defeat this creature to clear the level, however Yami disagrees. Téa notices a box in the light from the monolith as Yami leaves his fused form. Yami says that they already passed the trial and that the rest of the riddle explained it all. The others say that they read the whole thing, but Yami explains about reading the scroll in both light and the shade. The second part said: "When light is extinguished, the true test begins for a creature of darkness it brings. But only the righteous and peaceful shall pass and receive the endowment of wings." Yami opens the chest to reveal many pairs of white-feathered wings. As Yami finishes explaining, the masked figure from Yami's vision from the last episode appears to them, explaining that this test was a test of their character. If they'd have continued their attack, they'd have failed. The masked man doesn't say his name but assured them he's a friend. He states that he oversees the trials and congratulates them for completing the second one but warns them that the next three are much harder. As the figure goes to leave, Yami asks what will happen if they fail or win over the trials. To fail means to be stuck in this world until the next warriors arrive. To win will prove Yami is a true king and the power they deserve will be theirs. Yami protests that he doesn't want any power, but the masked figure says there are those who do and Yami must claim it, lest those with evil intentions get to it first. The gang all has the Icarus-style wings on, and they decide to fly for the door that's floating in the sky. Téa is concerned for Yugi, but he reassures her that he's never felt better. Solomon wishes he had half the gusto Yugi has. Tristan apologizes to Yugi for them having to rely on him again. Joey disagrees, saying that it was a group effort, reminding Tristan about all the ideas he came up with. The gang leaps off the edge of the island, flying towards the door. Alex, still waiting on the steps, smiles darkly, saying that it's only a matter of time before the greatest power in the world is his...

With phoned-in assistance, Mokuba manages to stabilize the plane and contact KaibaCorp to come to help. But the vision of the KaibaCorp choppers and planes enrages Alister, convincing him that Kaiba really is exactly like his step-father. The "Seal" breaks the plane's windows and damages the autopilot controls again. Alister empties Kaiba's field and hand and then Summons his ace monster, "Air Fortress Ziggurat", a monster based on the Dyna Dude action figure that Alister keeps as a memento of his brother. Despite the odds, Kaiba is able to bring out "Blue-Eyes White Dragon" and counterattack with "Tyrant Wing". Kaiba claims that if he'd been in Alister's place, he'd definitely have done the impossible to save his brother. Alister, confident of his victory and the demise of all three of them, ends his turn early. Kaiba draws "The Fang of Critias" and fuses it with "Tyrant Wing" into "Tyrant Burst Dragon". Then he uses it to power up his "Blue-Eyes" into the "Blue-Eyes Tyrant Dragon" form to win the Duel with seconds to spare, and "The Seal of Orichalcos" claims Alister's soul. Moments before falling, he smiles after a look at Mokuba, seeing instead the brother that he protected so long ago. Kaiba rushes to the controls after the Duel. His determination to save his brother calls the the Legendary Dragon in his deck and the three Legendary Dragons appear to help safely land the plane. Yami Yugi and Téa encounter Joey and Tristan, all four having witnessed the plane spectacle and rushed to the scene. The plane manages to land in one piece and Kaiba disembarks, surprised to meet Yami Yugi in a such a place. He declares that they might be "useful" for his purposes, after hearing from Roland, who lands with one of the choppers with bad news for Kaiba: Doma has bought the whole of the company and taken it over. Meanwhile, a computer reports to Dartz that the takeover has been completed.

A flashback, two years prior to 5D's current events shows Yusei dueling Jack. Jack mocks Yusei for thinking that he can defeat the King. Yusei reacts by recklessly attacking Jack's "Mad Archfiend" with "Junk Warrior", only to fall into Jack's trap, "Shadow Spell". Jack then attacks "Junk Warrior", defeating Yusei in the process. Yusei falls to the floor and punches it out of anger. Blitz, Tank, Nervin and Rally are shocked that he lost. Jack then approaches Yusei and tells him that he can't win with monsters alone. Back to the normal timeline, Jack is shown observing Satellite through the window in his penthouse, he then looks at the "Stardust Dragon" card in his hand. Rex Goodwin arrives and questions Jack on why he's thinking about the past to which Jack launches the card into his deck, with it perfectly wedging in the center, surprising Goodwin. Jack explains the humiliations he felt having lived in such a place and suggests it should be wiped off of the face of the earth. But Goodwin states that without Satellite, New Domino City wouldn't prosper as the civilians of Satellite recycle the trash sent from New Domino. He then states that he believes that Jack being from Satellite was a test from God. Meanwhile, back in Satellite in an abandoned and destroyed subway, Rally times Yusei on his Duel Runner. Rally excitedly screams that Yusei has beat his best time and that breaking through the pipeline should be extremely easy for him. Yusei asks him to test him again before speeding down the tunnel again. At the same time, Blitz, Tank and Nervin have just finished working in a recycling plant are are exiting, carrying several boxes full of trash. Seeing this, Lenny sticks his leg out, tripping Tank over in the process. Seeing this, Blitz and Nervin drop their boxes to assist Tank as he was injured in the process. Lenny jokes about how it was an accident as his legs are so long and mocks the three from being from Satellite, to which his goons Lug and Larry laugh at. Blitz sarcastically replies about how Lenny has a Criminal mark which angers him and as a response he grabs Blitz by his shirt collar and punches him. The three are then shown back at Yusei's hideout bruised and being tended to by Rally. Blitz is angered by the fact that even though he's been banished to Satellite, he still mocks Satellite-borns for being such. He then questions Yusei about the officer he dueled and that any self respecting Duelist ought to uphold the outcome of a match, to which Yusei said "I wouldn't call him a Duelist! But for a dog of the establishment, it seems he can accept his losses." Trudge is then shown receiving his "Special Pursuit Deck" from a Security chief who informs Trudge that he should put his job before dueling and that he can use that deck to capture Yusei. Trudge thanks him and asks a Security clerk to inform him when Yusei's Duel Runner shows up again. While working on his Duel Runner, Yusei discusses his plan of sneaking into New Domino City to reclaim his "Stardust Dragon" and Duel Runner that Jack stole. His friends reminisce about the first time they saw a Turbo Duel and because of it, Yusei was inspired to build his own Duel Runner. They then remember the first time Yusei Synchro Summoned his "Stardust Dragon" and discuss whether or not Jack was plotting all of that time against the three of them. Yusei then states that his Duel Runner has past all expectations and ran through the escape simulation perfectly. Just then, Lenny, Larry and Lug arrive and insult the group, stating that people from Satellite shouldn't own such luxuries. Lenny then suggests that Yusei give him the Duel Runner if he doesn't want his friends to be beaten up again. Yusei then proposes a duel to which Lenny agrees to. Yusei takes his Turbo Deck out of his Deck holder and swaps it with his Ground Deck from a deck box on his belt. He then detaches his Duel Disk from his hybrid Duel Runner which Lenny compliments him on. His friends protest, but Yusei ignores them. The group then walk further down the subway and begin their duel. Lenny begins his turn by Normal Summoning "Chainsaw Insect" in Attack Position. Yusei's friends are shocked at how powerful it is for a Level 4 monster. Lenny then continues by activating "Retribution of the Ant Lion", explaining how if their monsters are destroyed, they'll take 800 damage. Yusei's friends wonder on Lenny's strategy which he replies that he uses a "Power Insect Deck". Yusei begins his turn by Normal Summoning "Shield Warrior" in Defense Position and setting 1 card. Lenny mocks Yusei for his defensive tactics then Normal Summons "Pinch Hopper" and activating "Insect Costume", adding "Doom Dozer" from his deck to his hand, destroying "Pinch Hopper" in the process. This triggers "Retribution of the Ant Lion", inflicting 800 damage to Lenny. This shocks him as he doesn't know what inflicted the damage to him. Blitz replies that it was due to the effect of his own card. Lenny continues on by using the effect of "Pinch Hopper" to Special Summon "Metal Armored Bug" from his hand. Nervin comments that the monster is huge. Lenny states that it isn't all he has in store for Yusei. He removes from play "Insect Knight" and "Pinch Hopper" from his Graveyard to Special Summon "Doom Dozer" from his hand. He begins his assault by attacking "Shield Warrior" with "Chainsaw Insect", but Yusei activates his set "Scrap-Iron Scarecrow" to negate the attack, shocking Lenny. It then sets itself back on Yusei's field. Lenny continues by destroying "Shield Warrior" with "Metal Armored Bug" with "Retribution of the Ant Lion" inflicting 800 damage. He finally assaults Yusei directly with "Doom Dozer", dropping his LP to 400. He then mocks Yusei as he can't stand up to his "Power Insect Deck". Yusei calmly begins his turn, Normal Summoning "Speed Warrior" in Attack Position. He then activates "Double Summon", additionally Normal Summoning "Junk Synchron", also in Attack Position. Yusei's friends cheer as they know what Yusei is planning. Yusei then tunes "Junk Synchron" with "Speed Warrior" to Synchro Summon "Junk Warrior". This shocks Lenny as someone from Satellite owns a Synchro Monster, but his friends cheer him on regardless. Yusei then equips "Junk Warrior" with "Fighting Spirit", increasing its ATK by 300 per monster on Lenny's field; therefore it goes up to 3200 ATK. Yusei then activates "Domino Effect" and attacks "Chainsaw Insect". He then chains the effect of "Domino Effect", sending his set "Scrap-Iron Scarecrow" and "Fighting Spirit" to the Graveyard to cause "Chainsaw Insect" to topple over into "Doom Dozer" which then falls onto "Metal Armored Bug", destroying all of Lenny's monsters in the process. This chains the ability of "Retribution of the Ant Lion", decreasing Lenny's LP to 0. Yusei then walks over to Lenny, and tells him about the lesson that Jack taught him how duels can only be won by utilizing all types of cards with one another. Lenny compliments Yusei's dueling abilities and tells him that the next time they duel, he won't be so lucky. Jack is then shown racing around a duel track. He suddenly stops and looks up at the sky. Rex walks over and wonders what Jack is up to. Jack tells him that the moon is clear, just like the night when he escaped from Satellite to New Domino City. Yusei is also shown observing the moon through a crevasse in the road above.