Yu - Gi - Oh ! 5D ' s - Ride 042 " Fly - Lord Sect ! ! " is the forty - second chapter of the " Yu - Gi - Oh ! 5D ' s " manga . This chapter was first printed January 21 , 2013 in the 3 / 2013 issue of the " V - Jump " magazine . Summary . Andre is thrown from his Duel Runner , his Life Points falling from 1200 to zero . He mutters that his opponent is tough , but points out that he helps run the tournament , and he asks Lazar , who is sitting on his Duel Runner , why he ' s blocking his way . Lazar dismounts , explaining that Andre was the second to make it through the Duel Gate to the second stage . Holding up a card , he explains that he ' s been ordered to seal Andre . Andre is horrified when Lazar materializes a card bearing Admire Derby ' s image , and clarifies that it isn ' t just him , lots of Andre ' s friends are here andhe won ' t be lonely . More cards appear , bearing the images of other Duelists in the D1 Grand Prix ; Greiger , Ramon Kagura , Adolf Mueller , Bolt Tanner , and Hunter Pace . Andre is horrfied , as Lazar holds up a blank card , sealing him away as the price of his defeat . Andre is stated as having retired , with the Level 1 , Level 10 and Level 11 Star Ticket s . He muses that having the Duelists as both hostages and food for the Ultimate God is killing two birds with one stone and that Master Goodwin ' s resourcefulness in impressive . If the Duel Priestess loses , perfect , but if she wins , they ' ll use these hostages . He snickers as he holds up cards with Ran Kobayakawa , Mei and Sakura sealed inside , but his face takes on a darker turn when he notices Yusei driving past behind him , and growls that there are some things that he just can ' t overlook . Yusei ' s only seen a maze of a factory since he ' s passed through the Duel Gate , and he wonders where it all leads . Then he sees light up ahead , with " Beelze , King of Dark Dragons " and " Hell Grub " squaring off against " Moonlight Dragon Black Rose . " He screeches to a halt and dismounts , knowing that Sect is fighting , but he doesn ' t recognize the other Dragon . Jack explains that it ' s " Moonlight Dragon Black Rose , " a Duel Dragon , and Yusei turns to see him watching the Duel from beside his own Duel Runner . He explains that it ' s bound to Akiza Izinski . Yusei wonders why Akiza is fighting a Turbo Duel with Sect . Goodwin and the Skeleton Knight both turn to look at the new arrivals , and Goodwin laughs that they ' re here . Up above , Sect only has 400 Life Points compared to Akiza ' s 4000 . Sect cheekily comments that that winner ' s five of Akiza ' s is different now , and has gone off course . He muses that he might just win this after all . Akiza replies that trials like this are only natural on the road to achieving her destiny . She will overcome them , she will win , and she will shatter their wicked ambitions . Sect sneers , calling it fun . He weaves his Duel Runner through the air , claiming that he likes watching elite snobs who ride on predetermined tracks crash and burn . Akiza replies that there ' s no point in trying to unsettle her , as she and " Black Rose " will ride straight ahead . She activates " Black Rose ' s " effect ; Sect Special Summon ed a monster on this turn , so she ' ll return it to his Extra Deck . " Beelze " vanishes in " Black Rose ' s " " Rose Ballad , " but Sect chuckles , claiming that he was waiting for that . He activates a Quick - Play Spell Card , " Hell Tuning . " When a monster has left the field , he can exclude five " Hell " monsters from the Graveyard , and then use the monster that left the field to perform a Synchro Summon . He yells that watching Akiza dance to her belief in destiny was hilarious , and tells her to dance her last dance for him . He tunes the Level 8 " Beelze " and the Level 2 " Hell Grub , " much to the shock of Yusei and Jack , the latter of whom wonders if the Synchro Monster will be even greater than " Beelze . " Sect , his eyes glowing beneath his helmet , chants " O trillion maggots writhing on the earth ! Transform yourselves and bury the heavens ! The whole world is in the palm of our hand ! Dominate it ! " His skin heals and his scleras turn black as he Synchro Summons the 4000 ATK " Archfiend Uber Dragon Beelzeus . " The Skeleton Knight muses that Sect is finally used to his Shadow power , and tells Sect to rise to the pinnacle of darkness . Sect orders " Black Rose " to offer up its life to the king , activating " Beelzeus ' " effect , reducing one monster ' s ATK to zero and allowing Sect to regain and equal amount of Life Points . Using its " Beelzeus Supremacy " effect , " Beelzeus " stabs " Black Rose " with a stinger , draining its life and colour . Sect claims that he doesn ' t care about destiny or future , as Turbo Duelists live right now , in this moment , this world . As his Life Points rise to 2800 , he declares that he ' ll crush that selfish future of hers with his Shadow power . Akiza protests that she wasn ' t clinging to destiny , she just didn ' t want to see that hell repeated . Sect sneers that her wish didn ' t get through , and attacks with " Beelzeus . " Yusei screams Akiza ' s name in horror as Sect tells her to fall before the fly - lord , and " Beelzeus " blasts energy from its torso mouth at " Black Rose , " with " Beelzeus Extermination Forces , " disintigrating the Duel Dragon and Akiza ' s Duel Runner . Akiza pummets from the sky , her Life Points reduced to zero . The Skelton Knight congratulates Sect as Jack sees a solar eclipse begin . Goodwin sneers in triumph . Deep in the Aerial Fortress Seibal , a massive humanoid figure kneels dormant on the floor , restrained by chains . Its eyes , nothing more than black pits suddenly flare , blasting off their protective lids . A shock wave blasts out from the altar , and Yusei looks up to see Sect holding Akiza ' s body , who has only just noticed them . Jack calls him a worm and tells him not to look down upon him . Yusei sadly observes that the Shadow power has an even greater hold of him now . The Skeleton Knight welcomes Yusei to Seibal , and Sect tells them that they ' ll be waiting for them . They ascend to the fortress , and Goodwin is next , as the two see him for the first time . Jack mutters that there ' s no point in fishing around for fine words , and when Goodwin asks his adopted son what ' s wrong , Jack yells that it won ' t be Goodwin who controls the Ultimate God , as it belongs to Jack . Goodwin reassures him that all who participate in the ritual have a chance to control the Ultimate God . He tells Jack that he ' s truly glad that he chose him as his son , to think a sewer rat like Jack would come so far . His foresight did not steer him wrong . Jack tells him to can it . Goodwin muses that his ambition has waited 5000 years , and now he ' s just one step away from achieving it . He tells them that they ' ll fine everything they want at Seibal , and invites them to follow him if they want to thwart his ambition , vanishing into the Fortress . Both Yusei and Jack are furious , Yusei thinks that he won ' t let Goodwin get away with this , and he ' ll rescue Akiza and Sect . Goowin can count on that . Jack angrily thinks that he ' ll make Goodwin regret calling him a sewer rat . Suddenly , Lazar approaches , explaining that the only way up to Aerial Fortress Seibal is up that pillar of light , but he can ' t let Yusei go . The omake at the end of the chapter reveals that , an hour earlier , Jean and Andre had met up . Jean had only managed to get the Level 1 Star Ticket , while Andre had the Level 10 and 11 Star Tickets . Jean bemoans his inability to get more Star Tickets so that they could both go to the final stage together . Andre reassures Jean that he ' ll take the Star Ticket and Jean ' s wishes with him . As Andre raced off , Jean watched him , listed as having retired , while a giggling Lazar watched from behind a tree . Featured Duel : Sect Ijuin vs . Akiza Izinski . " Duel continues from the previous Ride . " Turn 5 : Sect The effect of Akiza ' s " Moon Flower Dragon - Black Rose " activate s , returning Sect ' s " Beelze , King of Dark Dragons " to his Extra Deck . Sect then activates the Quick - Play Spell Card " Hell Tuning " , banish ing 2 " Hell Tussock Moth " , " Hell Needle Caterpillar " , " Hell Centipede " and " Hell Spider " from his Graveyard as a monster left the field in order to tune monsters which already left the field . He tunes " Beelze , King of Dark Dragons " from his Extra Deck with " Hell Grub " from his field to Synchro Summon " Archfiend Uber Dragon Beelzeus " ( 4000 / 4000 ) in Attack Position . Sect activates its effect , reducing the ATK of " Black Rose " to 0 and gaining Life Points equal to its ATK ( Sect 400 → 2800 ) . Sect attack s " Black Rose " with " Beelzeus " ( Akiza 4000 → 0 ) . Featured cards . The following cards appeared in this chapter . Cards in italic debuted here .