Yu - Gi - Oh ! - Episode 077 " Friends ' Til the End , Part 3 " , known as " Countdown to Despair " in the Japanese version , is the seventy - seventh episode of the " Yu - Gi - Oh ! " anime . It first aired in Japan on October 16 , 2001 , and in the United States on July 12 , 2003 . Featured Duel : Joey Wheeler vs . Yugi Muto , Part 3 . " Duel continues from previous episode . " Yugi has 1000 Life Points remaining and controls " Red - Eyes Black Dragon " ( affected by the effect of " Rocket Warrior " and " Attrition " ) ( 400 / 2000 ) in Attack Position . Joey has 2400 Life Points remaining and controls " Rocket Warrior " ( 1500 / 1300 ) in Attack Position and " Attrition " . Turn 8 : Joey On Joey ' s End Phase , the effect of " Rocket Warrior " expires ( " Red - Eyes Black Dragon " : 400 → 900 / 2000 ) . Turn 9 : Yugi Yugi draws " Beta the Magnet Warrior " . He then Set s two cards and Normal Summon s " Beta The Magnet Warrior " ( 1700 / 1600 ) in Attack Position . Turn 10 : Joey Joey draws " Panther Warrior " and subsequently Normal Summons it ( 2000 / 1600 ) in Attack Position . Marik tells Joey to use " Panther Warrior " to attack " Red - Eyes Black Dragon " , but Joey orders " Rocket Warrior " to attack " Beta The Magnet Warrior " instead . Yugi activates his face - down " Magic Arm Shield " to redirect the attack to " Panther Warrior " instead . Due to the effect of " Rocket Warrior " , it is not destroyed and Joey takes no Battle Damage . After damage calculation , the ATK of " Panther Warrior " decreases by 500 ( " Panther Warrior " : 2000 → 1500 / 1600 ) . The effect of " Attrition " then activates ( " Panther Warrior " : 1500 → 0 / 1600 ) . On Joey ' s End Phase , the effect of " Rocket Warrior " expires ( " Panther Warrior " : 0 → 500 / 1600 ) . Turn 11 : Yugi Yugi draws " Beast of Gilfer " . He then Tribute s " Beta The Magnet Warrior " to Tribute Summon " Beast of Gilfer " ( 2200 / 2500 ) in Attack Position . " Beast of Gilfer " attack s and destroy s " Rocket Warrior " ( Joey 2400 → 1700 ) . Turn 12 : Joey Joey draws " Skull Dice " . Joey ' s hand contains " Card Destruction " , " Graceful Dice " , and " Skull Dice " . He then Set s two cards . Turn 13 : Yugi Yugi draws " Mystical Refpanel " and subsequently sets it . " Beast of Gilfer " attack s " Panther Warrior " , but Joey activate s his face - down " Skull Dice " and his face - down " Graceful Dice " . Due to the effect of " Graceful Dice " , Joey will roll a die and multiply the ATK of " Panther Warrior " by the die result . Due to the effect of " Skull Dice " , Joey will roll another die and divide the ATK of " Beast Gilfer " by that die result . Yugi then activates his face - down " De - Spell " to destroy " Graceful Dice " and nullify its effects . The effect of " Skull Dice " continues , but Joey gets a two ( " Beast of Gilfer " : 2200 → 1100 / 2500 ) . " Beast of Gilfer " destroy s " Panther Warrior " ( Joey 1700 → 1100 ) . On Joey ' s End Phase , the effect of " Skull Dice " expires ( " Beast of Gilfer " : 1100 → 2200 / 2500 ) . Turn 14 : Joey Joey draws " Meteor of Destruction " . Marik intends to use this card to wipe out the remainder of Yugi ' s Life Points . " Duel concludes next episode . " Featured cards . The following cards appeared in this episode . Cards in italics debuted here .