Yu - Gi - Oh ! 5D ' s - Ride 058 " Awakening ! ! " is the fifty - eighth chapter of the " Yu - Gi - Oh ! 5D ' s " manga This chapter was first printed May 21 , 2014 in the 7 / 2014 issue of the " V Jump " magazine . Summary . At the altar beneath Aerial Fortress Seibal , Luna notices that the Shadow Miasma that was surrounding Seibal has cleared and Seibal has stopped fragmenting . Lazar protests that it can ' t be , it ' s impossible , and Crow asks him what ' s going on . Kalin approaches them and he explains that Light Sense was able to seal the Ultimate God . Lazar laments that Master Goodwin must have been so vexed . Luna whispers Yusei ' s name , Kalin whispers Jack ' s , Crow Sect ' s and Ran whispers Akiza ' s as the contestants and Akiza ' s friends look up at Seibal . Up at Seibal , Yusei sinks to his knees in exhaustion and he reassures Sect that he ' s only tired , given the number of Duels he fought today . But Sect notes that Yusei is still smiling and he comments that Yusei really loves Turbo Duel s , while Jack glances back at them over his shoulder . Akiza approaches them and thanks them , though Sect protests that he did nothing but harm Akiza , so she shouldn ' t thank him . Akiza explains that she still has memories of her past life , who is telling her that she ' s grateful to both of them . Akiza shares those feelings too and thanks them for saving her . Yusei gets up and admits that he should thank her for telling him not to give up , before doing so with a smile , and Akiza smiles back . Sect asks them how they ' re going to get down ; does anyone have any ideas ? But when he turns around he sees Rex Goodwin floating in front of the Duel Dragon mural , his scleras completely black . Yusei , Akiza and Jack turn as well , horrified to see Goodwin . Jack protests that Goodwin should have been killed in their Duel , but Goodwin claims that he could never die in a Duel with a guinea pig , and he claims that it was nothing more than a warm - up in his plan . Yusei remembers the Skeleton Knight expressing doubt that Rex would go so easily given that he was no longer human and had lived for 5000 years . Goodwin claims that it was all to obtain the Ultimate God , it and they were mere pawns in his 5000 year plan . Sect protests that he and Yusei already sealed the God with Light Sense , and Goodwin asks them if they really did . He claims that the God lives in him as Shadow Miasma rolls off his body . Akiza realizes in horror that the solar eclipse has yet to end and the Ultimate God ' s resurrection ceremony isn ' t over yet . Goodwin agrees that the ceremony had already passed the point of no return by the time Yusei and Sect Dueled . Sect asks why they were even Dueling , and Goodwin declares that he had waited 5000 years for the determination of the victor in the Duel between the Kings of Sky and Earth ' s Locks ; the " King who Unlocks " , ruler of earth and sky . Yusei realizes that he has become the King who Unlocks , and Goodwin declares that now the power of the Ultimate God is at its easiest to control . He begins chanting a spell in Diak , the ancient language of Duels , which both Yusei and Akiza understand . Thick cables extend from the wreckage of the temple and surround Goodwin in a sphere of light ; and Seibal begins to rumble again . Jack observes that even though the Ultimate God should be sealed , its Shadow Miasma is flowing into Goodwin . Goodwin chants that the hour is at hand and orders the raging power to manifest here . Sect is knocked to the ground as the rumbling ceases . Akiza protests that this can ' t be and Yusei angrily says Goodwin ' s name as the smoke clears around him . In a distorted voice , Goodwin declares that this is the ultimate power , the power that he has sought for 5000 years . He turns towards them with marks on his face and his hair jet - black and he declares that he has become a god . Goodwin holds up a blank card and he tells Jack to fulfill his final duty as Goodwin ' s son and guinea pig , and offer up all his cards to him . Jack refuses , claiming that his cards are his soul and he will never give them up , and he claims that he and " Red Dragon " will steal the Ultimate God ' s power from Goodwin . Goodwin calls Jack an insolent boy and Yusei protests for Goodwin to stop . Jack ' s strength drains away and his " Red Dragon " card is wiped clean . Goodwin claims that the cards they believe in were born from the Ultimate God , even the Duel Dragons . Jack and Sect are thunderstruck as Goodwin mocks their hard work , bonds , possibility and refined souls ; the polished lives of Duelists will become a prime banquet for his resurrection ceremony . Akiza and Jack realize that if Goodwin really controls the power of the Ultimate God and the cards really were born from it , then Goodwin might well have been controlling their souls through cards . Sect laments that the D1 Grand Prix and his Duel with Yusei were all really part of Goodwin ' s plan . Goodwin declares that he will feast ; he will consume Duelists ' cards and their souls with them . Jack is struck down and his cards all turn blank as he curses Goodwin . Goodwin admits that Jack was a fine appetizer and his hard work wasn ' t wasted . Then he moves onto the main course ; ordering the souls of Duelists to bring their cards and come to him . Sect and Akiza are both struck down , their Decks going blank . Down below , the other Duelists are in the same shape ; Leo and Luna ' s " Power Tool Mecha Dragon " and " Ancient Pixie Dragon " have gone blank , and Kalin observes that all of the cards have . Crow laments that his strength is gone and Lazar trembles as he observes that the resurrection ceremony is still underway . Crow sneers that Lazar ' s cards have been affected too and he looks as bad as the rest of them . Lazar claims that he ' s always been prepared to die for Master Goodwin ; his greatest wish is to become his strength . Crow angrily curses him . Goodwin declares that the power that the humans scattered is growing ; it grew over time and now it has returned to its rightful place . Yusei tells Goodwin to Duel him ; he ' ll defeat Goodwin and take back everyone ' s cards and souls . Goodwin frowns and Sect asks if Yusei can do that . Akiza admits that he should be able to do so ; if this is a ceremonial contract , then if Goodwin is defeated the ceremony should be nullified . She wonders how Yusei knew that , and how he knew Ancient Diak . Goodwin observes that his power didn ' t affect Yusei as the King who Unlocks , but he claims that in a Turbo Duel , things will be different . He holds up the card that he used to steal the souls of Duelists , " Ultimate God Ultimaya Tzolkin " , and he declares that once he defeats Yusei and takes his cards and soul , his resurrection ceremony will be complete . Featured cards . The following cards appeared in this chapter . Cards in italic debuted here .