Yu - Gi - Oh ! - Episode 109 " Settling the Score , Part 2 " , known as " Attack from Outer Space - Satellite Cannon " in the Japanese version , is the one hundred and fifth episode of the " Yu - Gi - Oh ! " anime . It first aired in Japan on June 4 , 2002 and in the United States on December 20 , 2003 . Featured Duel : Seto Kaiba vs . Leichter , Part 2 . " Duel continues from previous episode . " Kaiba has 1200 Life Points remaining and controls " Twin - Headed Behemoth " ( 1500 / 1000 ) in Defense Position . Leichter has 3600 Life Points remaining and controls " Injection Fairy Lily " ( 400 / 1500 ) and " Satellite Cannon " ( 0 / 0 ) in Attack Position and " Solemn Wishes " , " Life Absorbing Machine " , one set card . Turn 9 : Leichter " Injection Fairy Lily " attacks " Twin - Headed Behemoth " . Leichter activate s the effect of " Injection Fairy Lily " to pay 2000 Life Points ( Leichter 3600 → 1600 ) and increase the ATK of " Injection Fairy Lily " by 3000 ( " Injection Fairy Lily " ( " Injection Fairy Lily " : 400 → 3400 / 1500 ) during damage calculation only . " Injection Fairy Lily " destroy s " Twin - Headed Behemoth " . After damage calculation , the effect of " Injection Fairy Lily " expires ( " Injection Fairy Lily " : 3400 → 400 / 1500 ) . " Twin - Headed Behemoth ' s " effect activates , allowing Kaiba to Special Summon " Twin - Headed Behemoth " from his Graveyard in Defense Position with only 1000 ATK and DEF ( " Twin - Headed Behemoth " : 1000 / 1000 ) . Leichter then Set s a card ( " Spring of Rebirth " ) . He then activates " Emergency Provisions " to send his set Card to the Graveyard and gain 1000 Life Points ( Leichter 1600 → 2600 ) . On Leichter ' s End Phase , " Satellite Cannon " gains 1000 ATK ( " Satellite Cannon " : 0 → 1000 / 0 ) due to its third effect . Turn 10 : Kaiba Kaiba draws " Heavy Storm " and subsequently activates it to destroy every Magic and Trap Card on the field , but Leichter activates his face - down " Imperial Order " , which negates the effect of all Magic Cards while it is face - up . During each of Leichter ' s Standby Phases , he must either pay 700 Life Points or destroy " Imperial Order " . Turn 11 : Leichter Leichter draws ( Leichter 2600 → 3100 ) . On Leichter ' s Standby Phase , the effect of " Life Absorbing Machine " activates ( Leichter 3100 → 4100 ) . Leichter then pays 700 Life Points to keep " Imperial Order " in play ( Leichter 4100 → 3400 ) . " Satellite Cannon " attacks and destroys Kaiba ' s face - down monster . It ' s revealed to be " The Wicked Worm Beast " ( 1400 / 700 ) . After damage calculation , the ATK of " Satellite Cannon " is decreased to 0 ( " Satellite Cannon " : 1000 → 0 / 0 ) due to its fourth effect . On Leichter ' s End Phase , the third effect of " Satellite Cannon " activates ( " Satellite Cannon " : 0 → 1000 / 0 ) . Turn 12 : Kaiba Seto draws " Spirit Ryu " . He then switches " Twin - Headed Behemoth " to Attack Position . Next he Normal Summon s " Spirit Ryu " ( 1000 / 1000 ) in Attack Position . " Spirit Ryu " then attacks " Injection Fairy Lily " , but Leichter activates " Injection Fairy Lily ' s " effect to pay 2000 Life Points ( Leichter 3400 → 1400 ) and increase his " Injection Fairy Lily ' s " ATK by 3000 ( " Injection Fairy Lily " : 400 → 3400 / 1500 ) during damage calculation only . Kaiba activates " Spirit Ryu ' s " effect , discard ing two Dragon s ( " Hyozanryu " and " Cave Dragon " ) from his hand in order to increase " Spirit Ryu ' s " ATK by 1000 for each Dragon discarded ( " Spirit Ryu " : 1000 → 3000 / 1000 ) . " Injection Fairy Lily " destroys " Spirit Ryu " ( Kaiba 1200 → 800 ) . After damage calculation , the effect of " Injection Fairy Lily " expires ( " Injection Fairy Lily 3400 → 400 / 1500 ) . " Twin - Headed Behemoth " attacks and destroys " Injection Fairy Lily " ( Leichter 1400 → 800 ) . Turn 13 : Leichter Leichter draws ( Leichter 800 → 1300 ) . On Leichter ' s Standby Phase , the effect of " Life Absorbing Machine " activates ( Leichter 1300 → 1650 ) . Leichter chooses not to pay the cost of " Imperial Order " , so it ' s destroyed . He then Sets a monster . " Satellite Cannon " attacks " Twin - Headed Behemoth " . Since " Satellite Cannon " can ' t be destroyed in battle by monsters who are Level 7 or below , only " Twin - Headed Behemoth " is destroyed . After damage calculation , the ATK of " Satellite Cannon " is decreased to 0 ( " Satellite Cannon " : 1000 → 0 / 0 ) due to its fourth effect . On Leichter ' s End Phase , the third effect of " Satellite Cannon " activates ( " Satellite Cannon " : 0 → 1000 / 0 ) . Turn 14 : Kaiba Kaiba draws " Possessed Dark Soul " . He then activates " Pot of Greed " to draw two cards . Kaiba then Normal Summons " Possessed Dark Soul " ( 1200 / 800 ) in Attack Position . " Possessed Dark Soul " attacks Leichter ' s face - down monster . Leichter reveals his face - down monster to be " Dreamsprite " ( 300 / 200 ) , whose effect allows Leichter to redirect the attack to " Satellite Cannon " . As " Possessed Dark Soul " is not a Level 8 or above monster , " Satellite Cannon " is not destroyed and Leichter takes no Battle Damage . Turn 15 : Leichter Leichter draws ( Leichter 1650 → 2150 ) . On Leichter ' s End Phase , the third effect of " Satellite Cannon " activates ( " Satellite Cannon " : 1000 → 2000 / 0 ) . Turn 16 : Kaiba Kaiba draws " Blue - Eyes White Dragon " . He then Sets a monster . Next Kaiba activates his Deck Master ' s ability to pay 500 Life Points ( Seto 800 → 300 ) and allow himself to Normal Summon another monster this turn . Kaiba then Tribute s both of his monsters in order to Tribute Summon " Blue - Eyes White Dragon " ( 3000 / 2500 ) in Attack Position . " Blue - Eyes White Dragon " attacks and destroys " Satellite Cannon " , whose ATK is treated as 0 during the opponent ' s turn ( Leichter 2150 → 0 ) . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .