Yu - Gi - Oh ! 5D ' s - Episode 135 " Fight for the Future " , known as " Devil of Despair ! Machine Imperial God Machinicle Infinity Cubic " in the Japanese version , is the one - hundred - and - thirty - fifth episode of the " Yu - Gi - Oh ! 5D ' s " anime . Summary . Reused footage . Yusei pleads with Jakob , stating that their power will change the future . Synchro Summon ing and Accel Synchro Summon ing have stopped Iliaster ' s ambitions driven by a delusional future , he says . Jakob then asks if Yusei is sure ; Is fate not closing in on them now ? Thanks to Yusei , his field is now reduced to a burnt land , he says . Flashes are shown of monster tablets . Jakob advises him not to worry as they are going to change that destiny , or rather Aporia will fix it for you . He is joined by Primo and Lester as he says " Aporia will " . Yusei repeats " Aporia ? " , wondering what this is . Jakob says that they are three separate souls born from the despair of this world and the time has come for them to join . The infinity symbol over his mouth glows , followed by a larger one lighting - up in the sky and then the ones over Lester and Primo ' s eyes . Jakob is ejected from his Duel Runner and flies towards the infinity symbol in the sky . He is joined by Lester and Primo , who compliments Jakob and comments that the time has come for them to settle the score with Yusei . Lester and Primo ' s bodies merge into Jakob ' s . His face now bears the three infinity symbols ' from Jakob ' s mouth , Primo ' s right eye and Lester ' s left eye . The three join to form a mask and the body changes form . The mask disappears once the transformation is complete . Yusei looks up in surprise and asks what ' s happening . The combination of the three opens his eyes and identifies himself as Aporia . Present . The audience are also shocked . One of them even comments that that thing is not human . Lester ' s Duel Board and Primo ' s Duel Runner drive up alongside Jakob ' s Duel Runner . The three vehicles glow and transform before combining to form a new Duel Runner . Parts of Aporia ' s body open and reveal connection ports . An array of wires are sent from the Duel Runner , connecting to Aporia as he descends and combines with his new vehicle . He fires his cards into their slots on the Duel Runner as Yusei watches in shock . Meanwhile , in the infirmary , Carly , Mina , Stephanie and Trudge are with Crow and Jack , who are recovering on the beds . The six of them look up a screen showing the Duel . Carly says " You gotta be kidding " , Crow calls it impossible and Jack asks what ' s going on there . Bruno , Akiza , Leo and Luna stare up at it from the pit stop , surprised that someone can completely combine with their Duel Runner like that . Like everyone else the audience are stunned . Yusei asks " Just who are you people " , and then corrects himself by asking " Who are " you " ? " . Aporia identifies himself as " Aporia , the Guardian of Despair " . He explains that this is his true form ; The Three Pure Nobles were separate aspects of a single being . He continues that Yusei is as fierce a duelist as he ascribed him to be - he had predicted that Yusei would topple the " Meklord Emperor " , and with this , the Grand Design is now close to completion . Yusei demands to know what Aporia is getting at , but Aporia ignores him as he begins his turn . Aporia and Yusei ' s SPC both go up to 7 as the former activates " Infinite Prison " . He discards " Infinity Force " to take " Grand Core " from his Graveyard and Set in his Spell & Trap Card Zone . He then uses the second effect of " Infinite Prison " ; by sending itself to the Graveyard , Aporia can take the cards Set by its first effect and add them to his hand . " Sky Core " , " Wise Core " and " Grand Core " are projected out of the Spell and Trap Card Zone and return to Aporia ' s hand . With the chant of : " " Total despair . A new power stronger than anything you have seen is about to descend . " " , Aporia activates " Meklord Emperor Creation " . Throwing the three " Core " cards into the air , he announces that he is sending them to the Graveyard in order to Special Summon his own ace monster : " Meklord Astro Mekanikle " . In an instant , the " Core " cards combine and reform into " Meklord Astro Mekanikle " , a massive white and gold robot with 4000 ATK . Luna recognizes this as the " greatest power " and Akiza believes this to be Aporia ' s final trump card . The monster fires a beam into the sky causing lightning to appear and strike the city in various places . Yusei , Jack , Crow , Luna and Akiza ' s Marks of the Dragon start to glow . The audience start to run for cover as lightning hits the stadium . The MC still commenting into his microphone , asks what ' s going on ; if it ' s a cataclysm or the end of the world . One of the World Racing Grand Prix officials contacts the MC and says that is too dangerous , so they are leaving . The MC tries to stop them , but a group of workers run past him . The lightning continues to strike the city , terrorizing traffic and people in a cable car . In the infirmary , Carly asks what ' s going on and Mina thinks it is the same as last time . Trudge thinks this isn ' t good and contacts Lazar , who is crouched down on the floor in fear . Trudge asks him to cancel the Duel , but Lazar insists that that will do no good ; Just like the time with the Ghost s , he says that they are unable to stop the Duel . Lazar thinks that they can only wait for the duelists to do something about this ; Team 5D ' s must win . In the infirmary , Carly thinks that this is getting out of hand , but Jack is confident Yusei should be in control of this Duel . Crow agrees ; As long as Yusei has " Shooting Star Dragon " , he can dodge all the attacks . Aporia announces that the heroes shall witness the power of " Meklord Astro Mekanikle " , which he calls " The Devil of Despair " . He explains that his monster absorbs a Synchro Monster once per turn , increasing its ATK by that of the absorbed Synchro Monster . " Mekanikle " launches an array of beams at " Shooting Star Dragon " , but Yusei activates the effect of " Shooting Star Dragon " to remove itself from play . However , Aporia uses another of " Mekanikle " ' s effects ; it can use the effect of " any " " Machine Emperor " component he discards from his hand . He promptly sends " Granel Guard 3 " , allowing " Mekanikle " to negate the activation of the effect of " Shooting Star Dragon " . " Shooting Star Dragon " is not removed from play and is captured by the beams , which wrap around it and drag it into " Mekanikle " , whose ATK rises to 7300 . The MC announces that he cannot believe it ; Yusei ' s trump card has been absorbed by " Mekanikle " and that the broadcasting staff has abandoned their posts . As the audience struggle to get out , crowding around the exits , the MC runs to another room and still speaking into the microphone says that neither he nor Yusei Fudo will let this end here . Even if lightning tears the stadium apart , he vows to have the broadcast continue . Leo worries about what Yusei can do now , as he can ' t see any way Yusei can win like this . Luna adds that he can ' t get out of there either . Aporia speaks to Yusei , stating that he stands before him as the door to despair and Yusei will come to understand the despair that he has tasted . In order to fight that despair , he says that he came to this era as three separate entities . Yusei asks what he means by that . Aporia replies " The reason I broke off into the Three Pure Nobles , known as Jakob , Lester and Primo . . . " . Future visions . The Signers , Leo and Bruno ' s consciousness are transported to another time and location , where they float in space and observe . They see a dome below them with someone inside . The man looks like Jakob , dressed in tattered clothing . He asks why this happened . Yusei says " Jakob " , but corrects himself , saying that it is Aporia . ( In the Dubs , Aporia actually corrects Yusei and acknowledges that it was himself " in [ his ] lowest " . ) Aporia drops to his knees and asks if anyone is there . The present day Aporia narrates that he witnessed the point in history where humanity met its end . He had thought that he was the lone survivor and trembled in despair . But then three other survivors , Z - one , Paradox and Antinomy walked towards him . Z - one holds out his hand out to Aporia . Present day Aporia continues to narrate ; they are the last survivors of this world and as the only ones who live they have an important mission to fulfill . The four survivors gathered in a building . Z - one held his hand out next to a stone , causing it to stand . Present day Aporia explains that their mission was to dispose of the core power of Ener - D , which took out the world , in order to create hope for the future . The four of them gather the remainder of that power and sought to find a solution , which could restore mankind and the ruined world . However that turned out to be reckless an naive thinking , he says . They performed endless experiments and during those experiments , until he was the one of his friends left alive . As he explains this , Antinomy and Paradox are seen in capsules with Aporia standing over them and Z - one is now in a machine . Present Aporia explains that he had been left alone and powerless again as both capsules signal a flat - line sound , signifying one or both had died . ( In the dubs , Aporia explains that his friends had fallen ill because all the hard work had taken a toll on their bodies . ) Later , the Aporia in the visions is now in a capsule , with Z - one looking over him . Aporia insists that there is no future here . He asks for Z - one to listen to what he has to say ; His soul exists as three embodiments of despair : Using this power he possess , he plans to split his soul into these three embodiments of despair , and asks Z - one to then use him as his servant . He is confident that Z - one will bring back hope and the future . Z - one promises to do so and Aporia dies . ( In the dub , the flat - lining of Aporia ' s heart meter is edited out . ) Present . The Signers , Leo and Bruno ' s consciousness all return to the current time and location . Aporia says that following that he was reborn as three embodiments of despair , under the names Lester , Primo and Jakob , created by Iliaster , in order to keep the promise he made to his friends ; to prevent the downfall of the future . For that purpose , he plans to eliminate all traces of New Domino City ' s history . He claims that destroying the source of Ener - D will save the future . He plans to achieve this through Team New World ' s victory over Team 5D ' s , which will cause the city to perish and the future to change . Yusei disagrees . Now that his three embodiment ' s of despair have joined back into one entity , Aporia claims that Yusei has no chance of victory . He tells Yusei to witness the extent of his power born from despair . He launches a number of beams from his body , which strike and destroy parts of the city , including a portion of the Turbo Duel circuit , right in front of them . The two duelists ramp off the broken circuit and onto the road below , causing the hippies to swerve their car away from them and crash into a wall . The MC is now in a control room , pushing some buttons as he watches the Duel on screen . He continues to commentate , saying that the Duel has now entered the streets and advises all civilians to take extreme caution . Lazar watches the Duel on a projection and insists that Yusei must do something immediately . Leo and Luna are concerned that the entire city is going to be dragged into this mess now . Up in the sky , Yusei sees the Ark Cradle and remarks that the only way to stop it is to win the Duel . However Aporia believes that since he has absorbed " Shooting Star Dragon " , Yusei has no hope left and all that is left is the black pit of despair for him to experience . As they race along the streets , Aporia ' s large Duel Runner smashes through parked cars , sending them flying and causing citizens to run for cover . Yusei starts to worry about the citizens , trying to think of what to do . Aporia continues his move and declares a direct attack from " Mekanikle " at Yusei . As " Mekanikle " launches its " Cube of Despair " attack , Yusei spots a young girl up ahead in the middle of the road , crying for her mother . Yusei quickly plays " Scrap - Iron Scarecrow " to negate the attack and halts his Duel Runner in front of the girl . He tells her to run away and continues to move once she is safely out of the way . Now that it ' s come to this , Yusei thinks he must lure Aporia into the old B . A . D . area , where there is no people to be harmed . The MC sees what is going on and announces that it appears the Duel is going to continue in the old B . A . D . area . The two duelists make their way onto the bridges , where Yusei thinks should be fine . However Aporia calls it futile . He Sets a card in his Spell & Trap Card Zone and prepares to end his turn . In the End Phase the effect of " Mekanikle " will activate ; by sending the Synchro Monster it absorbed to the Graveyard , his opponent will take damage equal to the ATK of the Synchro Monster . Those watching the Duel worry , because " Shooting Star Dragon " has 3300 ATK , while Yusei has only 2800 Life Points . However Yusei activates " Wasteland Tornado " to destroy " Shooting Star Dragon " before Aporia can use it for the effect . Akiza is surprised that Yusei willingly destroyed " Shooting Star Dragon " like that , but Bruno explains that it was necessary to prevent " Mekanikle " inflicting the damage . Aporia ends his turn . Yusei begins his turn and both player ' s SPC goes up to 8 . Yusei activates an effect of " Speed World 2 " . By removing 7 Speed Counter s , he can draw a card . His SPC drops to 1 and he draws the card . Yusei Normal Summon s " Salvagent " in Attack Mode . He Releases it for its effect . It negates the effect of a Synchro Monster in his Graveyard , " Shooting Star Dragon " , and Special Summons it in Defense Mode . Due to the effect of " Salvagent " it is no longer treated as a Synchro Monster . Yusei Sets 2 cards in his Spell & Trap Card Zone and ends his turn . Aporia laughs that Yusei called out a Synchro Monster by throwing away its effects . Luna is slightly relieved , as it can ' t be absorbed now that it ' s not a Synchro , but Leo worries since it ' s now a Normal Monster . Akiza wonders just what Yusei is trying . Aporia claims that his victory in this Duel will bring forth destruction and within that destruction lies the door to a new future , but Yusei says that there is no way a new future can be born from destruction . Aporia is determined to prove that it can , through the history Ylister has created with their own hands . Aporia begins his turn . His SPC rises to 9 and Yusei ' s goes up to 2 . Aporia also uses the effect of " Speed World 2 " to remove 7 Speed Counters to draw 1 card . He gets " Wisel Attack 5 " , which he sends to the Graveyard to give its effect to " Mekanikle " . He announces that " Mekanikle " can now inflict Piercing damage equal to double the difference , but Yusei reminds him that he still has " Scrap - Iron Scarecrow " . Aporia says that that is useless , since " Wisel Attack 5 " has an attack , which prevents the activation of his opponent ' s Trap Cards when it attacks . The twins and Bruno calculate that Yusei is due to lose 3000 of his 2800 Life Points [ ( 4000 - 2500 ) x2 ] . Jack and Crow try getting out of their beds , fearing what will happen to the city if Yusei loses . Back at the Duel , Aporia asks what Yusei thinks of the taste of despair and starts to laugh maniacally . Featured Duel : Yusei Fudo vs . Aporia . Turn 18 : Aporia Aporia draws . During the Standby Phase , the effect of " Speed World 2 " activates ( Yusei ' s SPC : 6 → 7 ; Aporia ' s SPC : 6 → 7 ) . Aporia then activates the effect of " Infinite Prison " to take " Grand Core " from his Graveyard and place it in his Spell & Trap Card Zone as a Spell Card by discarding " Infinity Force " . Aporia then activates the final effect of " Infinite Prison " to send it to the Graveyard and return " Sky Core " , " Wise Core " and " Grand Core " to his hand . Aporia then activates his face - down " Meklord Emperor Creation " to send all three " Core " monsters from his hand to the Graveyard in order to Special Summon " Meklord Astro Mekanikle " ( 12 / 4000 / 4000 ) in Attack Position . Aporia activates the effect of " Mekanikle " to equip itself with Yusei ' s " Shooting Star Dragon " , but Yusei activates the third effect of " Shooting Star Dragon " to remove itself from play until the End Phase , however Aporia activates the second effect of " Meklord Astro Mekanikle " to send " Granel Guard 3 " from his hand to the Graveyard and grant " Mekanikle " the sent monster ' s effects until the End Phase . Aporia then activates the " Granel Guard 3 " - granted effect of " Meklord Astro Mekanikle " to negate the effect of " Shooting Star Dragon " . The effect of " Mekanikle " continues , equipping itself with " Shooting Star Dragon " and increasing its ATK by the ATK of " Shooting Star Dragon " ( " Meklord Astro Mekanikle " : 4000 → 7300 / 4000 ) . " Mekanikle " attack s directly , but Yusei activates his face - down " Scrap - Iron Scarecrow " to negate the attack . After that resolves , " Scrap - Iron Scarecrow " resets itself face - down . Aporia Sets a card . On Aporia ' s End Phase , Aporia activates the final effect of " Meklord Astro Mekanikle " to send " Shooting Star Dragon " and inflict damage to Yusei equal to the ATK of " Shooting Star Dragon " , but Yusei activates his face - down " Wasteland Tornado " to destroy " Shooting Star Dragon " and prevent Aporia from activating the last effect of " Mekanikle " ( " Meklord Astro Mekanikle " : 7300 → 4000 / 4000 ) . Turn 19 : Yusei Fudo Yusei draws " Trust Chain " . During the Standby Phase , the effect of " Speed World 2 " activates ( Yusei ' s SPC : 7 → 8 ; Aporia ' s SPC : 7 → 8 ) . Yusei ' s hand contains " Salvagent " and " Trust Chain " . Yusei then activates the effect of " Speed World 2 " to remove seven Speed Counter s ( Yusei ' s SPC : 8 → 1 ) and draw one card . Yusei Normal Summon s " Salvagent " ( 2 / 300 / 800 ) in Attack Position . Yusei then activates the effect of " Salvagent " to Tribute itself and revive " Shooting Star Dragon " ( 10 / 3300 / 2500 ) in Defense Position with its effects negated . Since " Shooting Star Dragon " was Special Summoned via the effect of " Salvagent " , it is not treated as a Synchro Monster while face - up on the field . Yusei Sets two cards . Turn 20 : Aporia Aporia draws . During the Standby Phase , the effect of " Speed World 2 " activates ( Yusei ' s SPC : 1 → 2 ; Aporia ' s SPC : 8 → 9 ) . Aporia then activates the effect of " Speed World 2 " to remove seven Speed counters ( Aporia ' s SPC : 9 → 2 ) and draw one card ( " Wisel Attack 5 " ) . Aporia then activates the second effect of " Meklord Astro Mekanikle " to send " Wisel Attack 5 " from his hand to the Graveyard and grant " Mekanikle " the sent monster ' s effects until the End Phase . Aporia explains that " Mekanikle " can now inflict piercing damage to Yusei and all Battle Damage it inflicts will be doubled . Furthermore , " Mekanikle " can now negate and destroy one Trap Card Yusei controls when it attacks , but only once during this turn . Featured cards . The following cards were used in this episodes . Cards which debuted here are in italics .