Yu - Gi - Oh ! 5D ' s - Ride 064 " Rise Above ! ! " , known as " Transcendence ! ! " in the Japanese version , is the sixty - fourth chapter of the " Yu - Gi - Oh ! 5D ' s " manga This chapter was first printed November 21 , 2014 in the 01 / 2015 issue of the " V Jump " magazine . Summary . Shadow Miasma begins to gather around Goodwin again as his body morphs into a more demonic form and a third eye opens on his forehead . His skin has wrinkled and turned brown , and his fingers have sharpened into claws as he tells Yusei , who he address as the Diak Um of Light , that it ' s been 10 , 000 years . Yusei asks in revulsion if the Ultimate God has completely taken over Goodwin ' s body , and Akiza asks what has happened to Goodwin , while Jack calls Goodiwn a monster . Goodwin laughs and he activates a Trap Card , " Enshrined Duality " , allowing him to Special Summon two Level 10 Duel Dragon s and reduce their ATK to zero since the Ultimate God has been destroyed . " Beelzeus of the Diabolical Dragons " and " Dragocytos Corrupted Nethersoul Dragon " are both Special Summoned , and Sect observes the Duel Dragon that his darkness Summoned , while Yusei is shocked that even Roman ' s Duel Dragon has been Summoned . He wonders if this means that he won ' t be able to purify Goodwin ' s darkness unless he wipes out his LP , and Yusei ends his turn . Goodwin declares his turn and draws , before looking down at Akiza , Sect and Jack , and he declares that his sacred resurrection ritual does not require their presence . He thrusts out his palm , and the fragments of stone that the three are lying on begin to fall faster away from the Duel . Jack curses Goodiwn , while Yusei calls his friends ' names . Sect reassures Yusei that he knows that Yusei is going to win . Goodwin asks Yusei if it ' s any time to be worrying about others . He muses that he didn ' t expect the Duel Dragon that the Priests of Light created to seal him away to be Summoned again after 10 , 000 years , but he admits that he ' ll gladly take it as well . He activates a Spell Card , " Super - Harmonized Duality " , treating " Dragocytos Corrupted Nethersoul Dragon " into a Minus Tuner monster since the Ultimate God is in the Graveyard . " Ultimate God Ultimaya Tzolkin " appears and wraps itself around the two Duel Dragons as Goodwin minus tunes the Level 10 " Beelzeus of the Diabolical Dragons " with " Dragocytos Corrupted Nethersoul Dragon " . Yusei observes that Goodwin is Summoning another Level 0 monster , and he is surprised that the Ultimate God still has the power to Summon new Synchro Monster s even in the Graveyard . Goodwin - the Ultimate God - explains that he can only Summon the first and last God who dominates the horizon of the Duel when his shell is in the Graveyard , and he chants , " Unify chaos and reveal your shapeless form in this world ! Synchro Summon ! Ultimate Phantasm God Ultimitl Bishbaalkin ! " The new God appears as a fiery red serpentine humanoid , and Goodwin himself merges with the God , protruding from its forehead , and he introduces himself as Ultimitl Bishbaalkin , a God . Yusei is shocked that Goodwin has merged with the new Ultimate God , and Goodwin declares , " Controlled by my intent , you will become the shadow vanguard ! " Multitudes of eight - legged eyeball monsters emerge from the God ' s shadow , and they swarm the field . Yusei dodges them , asking what they are , and Goodwin explains that they are evil eyes called " Uchatsuimiime Token s " , which he can bury the field in once per turn . Both players now control four Tokens with 0 DEF , and Yusei asks if Goodwin is burying both of their fields . Goodwin laughs that his world isn ' t that small , and Ultimitl Bishbaalkin releases more " Uchatsuimiime " from its maw . Down at the base of Aerial Fortress Seibal , Lazar observes the new God with a red aura , and he gleefully claims that Master Goodwin ' s ritual still hasn ' t ended . Crow curses and smacks his fist into his palm , asking if they can only believe and pray . Luna and Leo both spot something mixed in with the falling fragments of Seibal - the Uchatsuimiime , and Crow asks what the heck the eyeball monsters are . Hunter suddenly screams , and Crow turns to see him controlled by an Uchatsuimiime . Kalin warns the group not to let the creepy monsters touch them , and the bound Lazar welcomes his possession as he cries , " Long live Master Goodwin ! " Jean , Trudge , Bolt , Adolf Mueller , Ramon Kagura , Admire Derby , and Lazar are all captured by the Uchatsuimiime , and Leo snatches up a steel rod to protect Luna . Crow cheers him on , as he , Ran Kobayakawa , and Mei all pick up wreckage and defend Sakura , and Crow comments that that ' s how guys ought to be . Greiger arms himself as well , and he points out that they ' re all weakened and might fall under the onslaught . Sakura screams , and Crow tries to throw himself in the way , believing that he ' s not going to make it . The Phoenix Whirlwind intercepts the Uchatsuimiime , scattering them , and Jack manages to land the Duel Runner . Kalin smiles that Jack is okay , and Jack scoffs that of course he is . Sect ' s Duel Runner , with Akiza seated behind him , batters another Uchatsuimiime out of the way as he skids to a halt , and Crow is pleased to see Sect , while Ran , Mei and Sakura all cry Akiza ' s name . Akiza urges them not to give up , as Yusei is fighting overhead , and Sect agrees that there ' s no way that they can get discouraged and give up before Yusei does . Jack snorts with a grin , and Crow smacks away an Uchatsuimiime , commenting that they ' d never give up . The twins agree ; Yusei is doing his best too , and the group agree that they ' ll fight like crazy until the very end . Yusei faces off against the 3000 LP Goodwin with 300 LP of his own , and Goodwin orders the Uchatsuimiime to fill the earth and become his power . He explains that he gains 1000 ATK for each monster on the field , and Yusei groans that with ten monsters , the Ultimate Phantasm God has 10 , 000 ATK . " Ultimitl Bishbaalkin " launches a divine attack on " Stardust Sifr " with " Sacred Thunderstrike " , and Yusei activates a Trap Card , " Junk Repair Heal " , negating the battle damage and gaining 800 LP , bringing him up to 1100 . He also activates the " Sonic Verse " effect of " Stardust Sifr " , negating its destruction and destroying an equal number of cards with " Sonic Shine Reverse " . Ultimitl Bishbaalkin laughs at the thought of being destroyed , and he calls Yusei a fool , before repelling the " Sonic Shine Reverse " and declaring that he is indestructible , much to Yusei ' s shock . Goodwin reminds Yusei that this is no monster , but a God , and for the sin of defying him Yusei will be punished . He explains that when the Ultimate Phantasm God has negated its own destruction , it destroys all monsters his opponent controls and inflicts 200 damage for each monster destroyed . " Ultimitl Bishbaalkin " blows away " Stardust Sifr " and the four " Uchatsuimiime " on Yusei ' s field with " Sacred Hurricane " , lowering Yusei to 1000 LP , and it vows that it won ' t repeat the mistakes of 10 , 000 years ago , ordering the Diak Um of Light to fall powerless before it . Featured Duel : Yusei Fudo vs . Rex Goodwin . " Duel continues from the previous Ride . " Turn 6 : Yusei Since " Ultimate God Ultimaya Tzolkin " was destroy ed , Rex activate s " Enshrined Duality " , Special Summon ing " Archfiend Uber Dragon Beelzeus " ( 4000 / 4000 ) and " Underworld Flood Dragon Dragocutos " ( 4000 / 2000 ) with their effects negate d and their ATK s reduced to 0 . Turn 7 : Rex Rex activates " Super - Harmonized Duality " , making " Dragocutos " a Dark Tuner monster . He tunes " Dragocutos " with " Beelzeus " to Dark Synchro Summon " Ultimate Phantasm God Ultimitl Bishbaalkin " ( 0 / 0 ) . Rex activates the effect of " Ultimitl Bishbaalkin " , Special Summoning 4 " Uchatsuimiime Token " ( 0 / 0 ) to Yusei ' s field and 4 other to his own . With 10 monsters on the field , the ATK of " Ultimitl Bishbaalkin " becomes 10000 . Rex attack s " Divine Spark Dragon Stardust Sifr " with " Ultimitl Bishbaalkin " , with Yusei activating his face - down " Junk Repair Heal " to negate the battle damage he would take and gain 800 Life Points ( Yusei 300 → 1100 ) , as well as activating the effect of " Stardust Sifr " ; Yusei uses the effect of " Stardust Sifr " to negate its own destruction and attempt to destroy " Ultimitl Bishbaalkin " , but the latter ' s effect activates , negating its destruction and destroying all monsters Yusei controls . Since 5 monsters were destroyed , Yusei takes 1000 damage ( Yusei 1100 → 100 ) . " Duel continues in the next Ride . " Featured cards . The following cards appeared in this chapter . Cards in italic debuted here .