Yu - Gi - Oh ! GX - Episode 041 " A Reason to Win " , known as " Dark Arena is Activated ! Asuka VS Titan " in the Japanese version , is the forty - first episode of the " Yu - Gi - Oh ! GX " anime . It first aired in Japan on July 13 , 2005 and in the United States on March 1 , 2006 . Summary . Atticus Rhodes is still in the infirmary , with his sister Alexis still watching over him . She thinks to herself that there are only two Shadow Riders remaining , but that she would be happier if her brother would just wake up . She remembers when they were children , and Atticus would give her Dueling tips , advising her to include her favorite cards in her Deck , not just powerful ones , and to always have a reason to Duel . She hears a voice , and a dark cloud forms behind her . The voice offers to restore her brother ' s memories - if he is defeated in a Duel . Alexis recognizes the voice as that of Titan . The darkness engulfs her , and she disappears . Jaden Yuki ' s Winged Kuriboh and Chazz Princeton ' s Ojama spirits are acting up , and lead their partners , along with Syrus Truesdale and Chumley Huffington , to the infirmary . They meet Zane Truesdale and Dr . Crowler there , who inform them that Alexis has vanished . They enter the infirmary to find Atticus collapsed on the floor . He informs them that Titan kidnapped Alexis . Dr . Crowler appears visibly nervous , as he never paid Titan for his attempt to scare off Jaden , and believe he ' s come back collect his money . Titan has taken Alexis to the Abandoned Dorm , and the Duel begins just as the others reach the place . Titan Summons " Picador Fiend " and Set s a card . Alexis Summons " Cyber Tutu " , which is permitted to directly when the opponent has no monsters weaker than her . Titan ' s Set card is " Des Counterblow " , which he plans to use to destroy " Cyber Tutu " when she attacks , but Alexis plays " Allegro Toile " to destroy it before she attacks . Titan attacks with " Picador Fiend " , but Alexis turns the attack into a direct one with " Doble Passe " , which also lets " Cyber Tutu " attack Titan directly once more . However , Titan activates " Ritual of the Matadoor " , Tributing " Summoned Skull " from his hand to Ritual Summon " Matador Fiend " . He then activates " Dark Arena " , a Field Spell Card that lets each player ' s opponent choose the attack target and forces all monsters to attack each turn . Titan comments that his previous Duels were not true Shadow Game s , but he no longer needs to use illusions and trickery . He proceeds to envelop the field in darkness , preventing Alexis ' friends from watching the Duel . " Dark Arena " allows the opponent to chose attack targets when monsters attack , and forces all monsters to attack each turn . This is reflected on the field as the darkness preventing monsters from seeing what they are attacking , similar to the tactic that PaniK used in the previous series . Chazz questions Jaden if there ' s anything that happened in his own Duel with Titan that could help Alexis , but Jaden responds that the Titan he Dueled didn ' t have real powers . Alexis uses " Polymerization " to Fusion Summon " Cyber Blader " , whose ATK doubles to 4200 since Titan currently has two monsters on the field . She attacks , and Titan chooses " Matador Fiend " as the target , whose effect triggers , negating the Battle Damage , preventing its destruction in battle and destroying " Cyber Blader " . " Cyber Tutu " is also forced to attack via " Dark Arena " and cannot activate its effect to attack directly because " Matador Fiend " has less ATK than it . Alexis ' Life Points drop to 1800 , and she feels the true pain of a Shadow Game for the first time . Titan reveals that he lost to Jaden and the shadow creatures attempted to devour him , he pleaded for both mercy and power , and offers his own soul to save his life . A voice responded to him , and gave him his new mask that allowed him true powers of darkness . Alexis Summons " Cyber Gymnast " , whose effect can be used to discard a card and destroy an Attack Position monster , but her hand is empty , so she ends her turn . Titan reveals that " Picador Fiend " can attack directly when " Dark Arena " is on the field , and Alexis is reduced to 200 Life Points . He then Summons " Banderillero Fiend " , whose effect destroys " Cyber Gymnast " . Alexis collapses , her strength drained . Atticus chooses this moment to call out to her , and she brings herself to her feet . Alexis uses " Pot of Greed " , drawing two cards - " The Warrior Returning Alive " and " Fusion Recovery " . These allow her to recover the cards necessary to Summon " Cyber Blader " from her Graveyard . Because there are three monsters on Titan ' s field , the effect of " Cyber Blader " negates all of his card effects . Alexis attacks " Matador Fiend " , winning her the Duel . Titan is consumed by the shadow creatures once more , and his Shadow Charm falls to the ground . Atticus reveals what happened to him the past - he was selected for a special class , and Dueled at the Abandoned Dorm . He was pulled into the shadows much like Titan was and was forced to Duel for his life . Though he doesn ' t know who orchestrated it , he reveals that the person that called him for the class in the first place was Professor Banner . Featured Duel : Alexis Rhodes vs . Titan . Turn 1 : Titan Titan draws " Picador Fiend " and subsequently Normal Summons it ( 1600 / 1200 ) in Attack Position . He then Set s a card . Turn 2 : Alexis Alexis draws " Cyber Tutu " and subsequently Normal Summons it ( 1000 / 800 ) in Attack Position . Titan is prepared to activate his set card when " Cyber Tutu " attacks directly , but Alexis activates " Allegro Toile " to destroy Titan ' s Set " Des Counterblow " . " Cyber Tutu " then attacks directly as Titan only controls monsters that have higher ATK than " Cyber Tutu " ( Titan 4000 → 3000 ) . Alexis Sets a card . Turn 3 : Titan Titan draws " Ritual of the Matador " . " Picador Fiend " then attacks " Cyber Tutu " , but Alexis activates her face - down " Doble Passe " to change the attack to a direct attack ( Alexis 4000 → 2400 ) and allow " Cyber Tutu " to attack directly . " Cyber Tutu " then attacks directly ( Titan 3000 → 2000 ) . Titan then activates " Ritual of the Matador " to Tribute " Summoned Skull " from his hand and Ritual Summon " Matador Fiend " ( 0 / 0 ) in Attack Position . He then activates " Dark Arena " . Now both players can select the attack targets of their opponent ' s monsters and every face - up monster must attack if possible . Turn 4 : Alexis Alexis draws " Polymerization " and subsequently activates it to fuse " Etoile Cyber " with " Blade Skater " in order to Fusion Summon " Cyber Blader " ( 2100 / 800 ) in Attack Position . Since Titan has two monsters on his side of the field , the ATK of " Cyber Blader " is doubled ( " Cyber Blader " : 2100 → 4200 / 800 ) . " Cyber Blader " attacks . Titan uses the effect of " Dark Arena " to make " Cyber Blader " attack " Matador Fiend " . Due to the first two effects of " Matador Fiend " , it is not destroyed and Titan takes no Battle Damage from the attack . At the end of the Damage Step , the last effect of " Matador Fiend " activates , destroying " Cyber Blader " . The effect of " Dark Arena " then forces " Cyber Tutu " to attack . Titan uses the effect of " Dark Arena " to make " Cyber Tutu " attack " Picador Fiend " . " Picador Fiend " destroys " Cyber Tutu " ( Alexis 2400 → 1800 ) . Alexis Normal Summons " Cyber Gymnast " ( 1000 / 1800 ) in Defense Position . Once per turn , Alexis can use this card ' s effect to discard one card and destroy one face - up Attack Position monster Titan Controls . Turn 5 : Titan Titan draws " Banderillero Fiend " . Since Titan controls " Dark Arena " , " Picador Fiend " attacks directly ( Alexis 1800 → 200 ) via its own effect . Alexis plans to use the effect of " Cyber Gymnast " on her next turn to destroy " Matador Fiend " . Titan then Normal Summons " Banderillero Fiend " ( 900 / 1600 ) in Attack Position . Since " Banderillero Fiend " was Normal Summoned , its effect activates , allowing Titan to destroy " Cyber Gymnast " , however " Banderillero Fiend " will not be allowed to attack this turn . Turn 6 : Alexis Alexis draws " Pot of Greed " and subsequently activates it to draw two cards ( " The Warrior Returning Alive " and " Fusion Recovery " ) . She then activates " The Warrior Returning Alive " to add " Blade Skater " from her Graveyard to her hand . Alexis then activates " Fusion Recovery " to add " Etoile Cyber " and " Polymerization " from her Graveyard to her hand . Alexis then activates " Polymerization " to fuse " Etoile Cyber " with " Blade Skater " in order to Fusion Summon " Cyber Blader " ( 2100 / 800 ) in Attack Position . Since Titan has three monsters on his side of the field , the effect of " Cyber Blader " negates the effects of every card Titan controls . " Cyber Blader " then attacks and destroys " Matador Fiend " ( Titan 2000 → 0 ) . Differences in adaptations . When Titan confronts Alexis , he specifically makes reference to taking her back to the Shadow Realm with him in the English version . In the Japanese version , he mentions the World of Darkness , though it does not appear to be the same that appears later in the series . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .