Yu - Gi - Oh ! 5D ' s - Episode 141 " Duel of Despair ! Fortissimo the Mobile Fortress ! " is the one - hundred - and - forty - first episode of the " Yu - Gi - Oh ! 5D ' s " anime . While most episodes air on Wednesdays , this episode aired on a Tuesday . It first aired in Japan on December 28 , 2010 . The episode was never dubbed , but became available to the world with official subtitles via Crunchyroll on March 10 , 2015 . Summary . Present . Akiza and Crow watch as their Planetary Gear stops . The walls created by Sherry ' s " Soul - Binding Gate " begin to crumble , causing Sherry to fall . Crow runs into the falling debris to try and save her . Afterwards , Sherry , Crow and Akiza find they are miraculously okay as Black Rose Dragon has saved them . As Sherry weeps over what she has done , Crow talks her into coming with them to try and change the future . The streets in New Domino are deserted as the Ark Cradle descends closer . Up above , Vizor and Yusei have been traveling along their route for so long , they consider that they may be lost . In another route , Jack , Leo and Luna have also been traveling for quite a while . Leo asks if they should turn back , but having come this far , Jack thinks they should continue . Leo agrees and assumes that they ' ll reach the core soon and see Yusei again . Luna then wonders if Yusei is really going to die , but Jack reminds them that they ' re here to stop that future . Jack then thinks to himself that if Yusei really does die , Jack won ' t be able to settle the scores and prays for Yusei not to die . Jack and the twins come to the end of their route and dismount from Phoenix Whirlwind . Seeing the Ener - D light , they suspect that they have reached their Planetary Gear . Aporia then appears before them , affirms that they are correct and vows to stop them reaching the gear . A hole is opened in the wall and three devices are ejected . They clamp onto Jack , Leo and Luna ' s chests and cuffs come out of the floor and wrap around their left feet . They struggle to pull off the devices but they ' re stuck . Needles begins to come out of the devices and pierce into their bodies in the direction of their hearts . Jack curses Aporia and demands to know what these are . Aporia explains that these are to stop them running away , but he says that he shall crush them before they can even think of running away . He repeats that he shall not let them get to Planetary Gear , not unless they can defeat him in a Duel . The twins are worried , but Jack says to bring it on , as he shall defeat Aporia . To their surprise , Leo and Luna find that their Duel Disk s can activate , meaning that the Ener - D is working again . Leo is excited as this means he can help too . Jack reminds him to be careful and this is a fight for Team 5D ' s . Leo gets even more excited and turns to Luna , telling her to do her best . Luna nods , but gets a bit worried . However Leo vows to protect her . Aporia explains that this Duel shall follow Tag Duel rules . He will start with 4000 Life Points and go first . After his turn , his opponent ' s get a turn each and they will continue to rotate that way . The ring comes off Aporia ' s back and forms into his Duel Disk . Aporia begins by activating the Field Spell " Fortissimo the Mobile Fortress " . The arena to a blue tube - like enclosure . The walls are lined with hexagons connected by pipes , all connected to a giant fortress that Aporia stands in . The floor Jack and the twins are standing on is left floating mid - air inside the tube . Aporia ' s legs join and his lower body open to reveal a number of connection ports . An array of wires come out of the fortress and connect to him . With this , Aporia says that the Duel is now setup ; His opponent ' s life is connected to this Duel . If their Life Points reach 0 , so do their lives . Leo realizes that this means they could die . Jack refuses to let Aporia treat their lives like that , but Aporia points out that he doesn ' t have a choice . He explains that thing attached to Jack , Leo and Luna ' s chests cause the Planetary Gear to spin , meaning that their " wasteful hearts will be fighting against machines " . Flashback . Z - one approaches Aporia and asks if he wants to stop humanity . Aporia says that he does and Z - one asks Aporia what he means by humans . Z - one explains that Aporia ' s three embodiments of despair created three humans , whom Z - one has named Lester , Primo and Jakob and the three of them were used for his rebirth . Aporia says that he no longer needs despair ; After losing to Team 5D ' s in the World Racing Grand Prix , he lost his feeling of despair and that is what saved him . When he lost and felt there would be trouble , he felt despair . That is why he has decided that he no longer needs it nor hope . He then says all he needs are machines because with them , he believes he can protect Z - one for the sake of the future . Present . Aporia says that for the sake of the future , he shall not let his opponents past , not until their Life Points hit 0 . The effect of " Fortissimo the Mobile Fortress " activates . Once per turn it lets Aporia Special Summon a Level 4 or lower Machine - Type monster from his hand So he Special Summons " Meklord Army of Wisel " . He then Normal Summon s " Meklord Army of Skiel " and Set s three cards in his Spell & Trap Card Zone before ending his turn . The twins are surprised to see him using new monsters . Leo goes next , thinking he is ready to prove his skills . He Summons " Morphtronic Staplen " in Defense Mode , but Aporia activates one of his face - down cards ; the Continuous Trap Card " Level Cannon " . When a player Summons a monster , " Level Cannon " inflicts 200 damage times the monster ' s Level to the player . Two blasts are fired at Leo , who tries running away , but falls forward , due to the cuff on his leg . His Life Points drop to 3200 and when the smoke from the blasts cleared , Luna noticed the floor had been damaged and wondered if that was a real impact . Aporia explained that like he said their lives are linked to the Duel , so as their Life Points decrease , they will receive real pain . If they don ' t want that to happen , he advises the to come at him with full force . Jack curses Aporia again and insists that Aproria should be fighting him alone . He orders Aporia to release the other two , but Aporia remains silent . Leo stands up and tells Jack not to worry about it . He insists it was only a small amount of damage and he ' s okay . However he secretly worries about Luna taking that kind of damage . Leo Sets three cards in his Spell & Trap Card Zone and ends his turn . Luna goes next . As she draws her card , she worries that she will take the same impact as Leo if she Summons a monster . Leo tells her not to worry , as he will protect her . Luna looks at his three face - down cards and thinks that he might have something that can prevent the damage . Luna Sets two cards in her Spell & Trap Card Zone and Summons " Armored White Bear " in Defense Mode . The effect of " Level Cannon " activates , but Leo chain s " Damage Eraser " to negate the damage and gain the same amount of Life Points . He says that he won ' t let Aporia harm Luna so easily . However , Aporia chains " Damage Boost " to negate the effect of " Damage Eraser " and inflict double the damage . An array of rockets are fired at Luna , who lets out a wail as her Life Points drop to 2400 . Leo asks if she ' s okay , but she drops to her knees and ends her turn . In Luna ' s End Phase , Aporia uses the effect of " Fortissimo the Mobile Fortress " to inflict another 100 damage to Luna since she doesn ' t control a Machine - Type monster . Leo objects , but a beam is fired out of the wall and strikes Luna . Luna ' s Life Points are lowered to 2300 and she lies on the floor injured . Leo starts to blame himself for Luna taking so much damage and begins to cry . However Jack tells him not to cry , as they have to fight this battle until the end . With their lives on the line , Jack thinks that the twins bodies won ' t be able to take this , so he vows to stop it . Jack begins his turn and activates " Trap Pause " to negate the effects of his opponent ' s Continuous Trap Cards until the End Phase . Aporia ' s " Level Cannon " card turns gray as its effect is negated . For each card negated , Jack draws a card . Jack discards " Synchro Soldier " to Special Summon " Power Giant " from his hand . The Level of " Power Giant " is decreased by the Level of the monster discarded to Summon it , so its Level becomes 5 . Next Jack Normal Summons " Dark Resonator " . He tunes the two monsters and chants " " The ruler ' s heartbeats will now file through here . Take witness to its creation shaking power . Synchro Summon ! My soul , Red Demon ' s Dragon " " , as he Synchro Summon s " Red Dragon Archfiend " . Leo celebrates and vows to also stay strong in order to protect Luna . Leo activates " Power - Up Adapter " , which is equipped to " Morphtronic Staplen " . This prevents " Morphtronic Staplen " from attack ing , buts transfers its ATK to " Red Dragon Archfiend " . He tells Jack that the rest is up to him . Although Jack doesn ' t seem too impressed . Aporia activates " Power Gravity " to transfer to the ATK boost to one of his monsters and drop the original target ' s ATK to 0 . The ATK of " Meklord Army of Wisel " and " Red Dragon Archfiend " become 3200 and 0 respectively . Leo starts to blame himself again . Annoyed , Jack Sets a card in his Spell & Trap Card Zone and ends his turn . In Jack ' s End Phase , the effect of " Fortissimo the Mobile Fortress " activates , dropping Jack ' s Life Points to 3900 . Leo falls to his knees and apologizes to Jack . However Jack tells him not to cry again , as the Duel isn ' t over yet . He orders him to stand up and continue . Leo defeatedly asks what he can do , but Luna tells him that she ' s okay and asks him to do his best . Leo ' s eyes begin to water as he thinks he ' s not a good brother . Aporia begins his turn . Since there is only one card in his hand , he is able to activate " Aurora Draw " , which lets him draw 2 cards . Aporia Normal Summons " Meklord Army of Granel " . The effect of " Level Cannon " then activates and drops his own Life Points to 3200 . However he appears unharmed , when the smoke clears . Jack curses Aporia and asks if he feels the pain , but Aporia ignores . Aporia activates the effect of " Meklord Army of Granel " , " Gravity Prester " . This halves the DEF of " Armored White Bear " . With " Meklord Army of Wisel " , Aporia attacks " Red Dragon Archfiend " . " Meklord Army of Wisel " uses its " Ghoul Kick - Up " attack to slice " Red Dragon Archfiend " in two and drop Jack ' s Life Points to 700 . The device on Jack ' s chest starts flashing red and Jack falls to the ground in pain . The effect of " Meklord Army of Wisel " allows " Meklord Army of Skiel " to inflict Piercing damage . " Meklord Army of Skiel " attacks " Armored White Bear " with its " Twin Pulse " attack , destroying it and dropping Luna ' s Life Points to 1800 . Lastly " Meklord Army of Granel " attacks Luna with its " Gravity Prester " attack , dropping her Life Points to 200 . She falls to the floor and Leo tries going over to her , but is held back by the cuff on his foot . He realizes that Luna and Jack are both lying unconscious and asks why this happened . Aporia activates " Lock - On Laser " . When an opponent Set s a card in the Spell and Trap Card Zone , it will inflict 200 damage to them . He comments that his opponents act on their feelings alone and shall pay for such actions with their Life Points , as their real lives trickle away in the process . He suggests that Luna and Jack may even already be gone , as they lie motionless . Leo drops to his knees . Aporia says that by having hearts humans are so easily robbed of hope and by spending their time searching for such desires they subject themselves to suffering . He calls this ridiculous and blames their hearts on the destruction of the future . He address Leo and informs him that this is despair . A tear drops from Leo ' s eye as Aporia announces the end of his turn . Featured Duel : Jack Atlas , Leo and Luna vs . Aporia . Turn 1 : Aporia Aporia draws . He then activate s " Fortissimo the Mobile Fortress " . Now once per turn , the turn player , during their Main Phase can Special Summon one Level 4 or lower Machine - Type monster from their hand . During each End Phase , if the turn player does not control a face - up Machine - Type monster , they take 100 damage . Aporia then activates the first effect of " Fortissimo the Mobile Fortress " to Special Summon " Meklord Army of Wisel " ( 4 / 1800 / 0 ) in Attack Position . He then Normal Summons " Meklord Army of Skiel " ( 4 / 1200 / 1000 ) in Attack Position and sets three cards . Turn 2 : Leo Leo draws " Morphtronic Staplen " and subsequently Normal Summons it ( 4 / 1400 / 1000 ) in Defense Position . Aporia then activates his face - down " Level Cannon " . Now when a player summons a monster , the controller of the summoned monster will take damage equal to the summoned monster ' s Level times 200 . The effect of " Level Cannon " activates ( Leo 4000 → 3200 ) . Leo Sets three cards . Turn 3 : Luna Luna draws . She then Sets two cards . Luna then Normal Summons " Armored White Bear " ( 4 / 1800 / 1400 ) in Defense Position . The effect of " Level Cannon " activates , but Leo activates his face - down " Damage Eraser " to negate the damage and increase Luna ' s Life Points by the damage she would have taken , but Aporia activates his face - down " Damage Boost " to negate the effect of " Damage Eraser " and destroy it as well as double the damage Luna would take ( Luna 4000 → 2400 ) . On Luna ' s End Phase , the second effect of " Fortissimo the Moving Fortress " activates ( Luna 2400 → 2300 ) . Turn 4 : Jack Atlas Jack draws . He then activates " Trap Pause " to negate the effect of " Level Cannon " for one turn and draw a card . He then sends " Synchro Soldier " from his hand to the Graveyard in order to Special Summon " Power Giant " ( 6 / 2200 / 0 ) in Attack Position . Since " Power Giant " was summoned this way , its Level decreases by the Level of " Synchro Soldier " ( " Power Giant " : 6 → 5 ) . Jack then Normal Summons " Dark Resonator " ( 3 / 1300 / 300 ) in Attack Position . Jack then tunes " Power Giant " with " Dark Resonator " in order to Synchro Summon " Red Dragon Archfiend " ( 8 / 3000 / 2000 ) in Attack Position . Leo activates his face - down " Power - Up Adapter " , equipping it to " Morphtronic Staplen " and increasing the ATK of " Red Dragon Archfiend " by the ATK of " Morphtronic Staplen " ( " Red Dragon Archfiend " : 3000 → 4400 / 2000 ) , but Aporia activates his face - down " Power Gravity " , equipping it to " Meklord Army of Wisel " , increasing the ATK of " Meklord Army of Wisel " by the ATK " Red Dragon Archfiend " gained ( " Meklord Army of Wisel " : 1800 → 3200 / 0 ) and decreasing the ATK of " Red Dragon Archfiend " to 0 ( " Red Dragon Archfiend " : 4400 → 0 / 2000 ) . Jack Sets a card . On Jack ' s End Phase , the second effect of " Fortissimo the Mobile Fortress " activates ( Jack 4000 → 3900 ) . Turn 5 : Aporia Aporia draws " Aurora Draw " and subsequently activates it to draw two cards . He then Normal Summons " Meklord Army of Granel " ( 4 / 1600 / 1200 ) in Attack Position . The effect of " Level Cannon " activates ( Aporia 4000 → 3200 ) . Aporia then activates the effect of " Meklord Army of Granel " to halve the DEF of " Armored White Bear " ( " Armored White Bear " : 1800 / 1400 → 700 ) . " Meklord Army of Wisel " attacks and destroys " Red Dragon Archfiend " ( Jack 3900 → 700 ) . Since " Red Dragon Archfiend " has been removed from the field , " Power - Up Adapter " is destroyed . " Meklord Army of Skiel " attacks and destroys " Armored White Bear " . Aporia then activates the effect of " Meklord Army of Wisel " , which allows Meklord Army of Skiel " to inflict piercing damage to Luna ( Luna 2300 → 1800 ) . " Meklord Army of Granel " attacks Luna directly ( Luna 1800 → 200 ) . Aporia activates " Lock - On Laser " . Now whenever Aporia ' s opponents set a Spell or Trap Card , they will take 200 damage . Featured cards . The following cards were used in this episode . Cards in italics debuted here .