Yu - Gi - Oh ! 5D ' s - Episode 002 " Creepy Crawlies " , known as " Power Insect Deck ! Trap of Ant - Lion ! " in the Japanese version , is the second episode of the " Yu - Gi - Oh ! 5D ' s " anime . It first aired in Japan on April 9 , 2008 and in the United States on September 20 , 2008 . Summary . A flashback , two years prior to 5D ' s current events shows Yusei dueling Jack . Jack mocks Yusei for thinking that he can defeat the King . Yusei reacts by recklessly attacking Jack ' s " Mad Archfiend " with " Junk Warrior " , only to fall into Jack ' s trap , " Shadow Spell " . Jack then attacks " Junk Warrior " , defeating Yusei in the process . Yusei falls to the floor and punches it out of anger . Blitz , Tank , Nervin and Rally are shocked that he lost . Jack then approaches Yusei and tells him that he can ' t win with monsters alone . Back to the normal timeline , Jack is shown observing Satellite through the window in his penthouse , he then looks at the " Stardust Dragon " card in his hand . Rex Goodwin arrives and questions Jack on why he ' s thinking about the past to which Jack launches the card into his deck , with it perfectly wedging in the center , surprising Goodwin . Jack explains the humilation he felt having lived in such a place and suggests it should be wiped off of the face of the earth . But Goodwin states that without Satellite , New Domino City wouldn ' t prosper as the civilians of Satellite recycle the trash sent from New Domino . He then states that he believes that Jack being from Satellite was a test from God . Meanwhile , back in Satellite in an abandoned and destroyed subway , Rally times Yusei on his Duel Runner . Rally excitedly screams that Yusei has beat his best time and that breaking through the pipeline should be extremely easy for him . Yusei asks him to test him again before speeding down the tunnel again . At the same time , Blitz , Tank and Nervin have just finished working in a recycling plant are are exiting , carrying several boxes full of trash . Seeing this , Lenny sticks his leg out , tripping Tank over in the process . Seeing this , Blitz and Nervin drop their boxes to assist Tank as he was injured in the process . Lenny jokes about how it was an accident as his legs are so long and mocks the three from being from Satellite , to which his goons Lug and Larry laugh at . Blitz sarcastically replies about how Lenny has a Criminal mark which angers him and as a response he grabs Blitz by his shirt collar and punches him . The three are then shown back at Yusei ' s hideout bruised and being tended to by Rally . Blitz is angered by the fact that even though he ' s been banished to Satellite , he still mocks Satellite - borns for being such . He then questions Yusei about the officer he dueled and that any self respecting Duelist ought to uphold the outcome of a match , to which Yusei said " I wouldn ' t call him a Duelist ! But for a dog of the establishment , it seems he can accept his losses . " Trudge is then shown receiving his " Special Pursuit Deck " from a Security chief who informs Trudge that he should put his job before dueling and that he can use that deck to capture Yusei . Trudge thanks him and asks a Security clerk to inform him when Yusei ' s Duel Runner shows up again . While working on his Duel Runner , Yusei discusses his plan of sneaking into New Domino City to reclaim his " Stardust Dragon " and Duel Runner that Jack stole . His friends reminisce about the first time they saw a Turbo Duel and because of it , Yusei was inspired to build his own Duel Runner . They then remember the first time Yusei Synchro Summon ed his " Stardust Dragon " and discuss whether or not Jack was plotting all of that time against the three of them . Yusei then states that his Duel Runner has past all expectations and ran through the escape simulation perfectly . Just then , Lenny , Larry and Lug arrive and insult the group , stating that people from Satellite shouldn ' t own such luxuries . Lenny then suggests that Yusei give him the Duel Runner if he doesn ' t want his friends to be beaten up again . Yusei then proposes a duel to which Lenny agrees to . Yusei takes his Turbo Deck out of his Deck holder and swaps it with his Ground Deck from a deck box on his belt . He then detaches his Duel Disk from his hybrid Duel Runner which Lenny compliments him on . His friends protest , but Yusei ignores them . The group then walk further down the subway and begin their duel . Lenny begins his turn by Normal Summon ing " Chainsaw Insect " in Attack Position . Yusei ' s friends are shocked at how powerful it is for a Level 4 monster . Lenny then continues by activating " Retribution of the Ant Lion " , explaining how if their monsters are destroyed , they ' ll take 800 damage . Yusei ' s friends wonder on Lenny ' s strategy which he replies that he uses a " Power Insect Deck " . Yusei begins his turn by Normal Summoning " Shield Warrior " in Defense Position and setting 1 card . Lenny mocks Yusei for his defensive tactics then Normal Summons " Pinch Hopper " and activating " Insect Costume " , adding " Doom Dozer " from his deck to his hand , destroying " Pinch Hopper " in the process . This triggers " Retribution of the Ant Lion " , inflicting 800 damage to Lenny . This shocks him as he doesn ' t know what inflicted the damage to him . Blitz replies that it was due to the effect of his own card . Lenny continues on by using the effect of " Pinch Hopper " to Special Summon " Metal Armored Bug " from his hand . Nervin comments that the monster is huge . Lenny states that it isn ' t all he has in store for Yusei . He removes from play " Insect Knight " and " Pinch Hopper " from his Graveyard to Special Summon " Doom Dozer " from his hand . He begins his assault by attacking " Shield Warrior " with " Chainsaw Insect " , but Yusei activates his set " Scrap - Iron Scarecrow " to negate the attack , shocking Lenny . It then sets itself back on Yusei ' s field . Lenny continues by destroying " Shield Warrior " with " Metal Armored Bug " with " Retribution of the Ant Lion " inflicting 800 damage . He finally assaults Yusei directly with " Doom Dozer " , dropping his LP to 400 . He then mocks Yusei as he can ' t stand up to his " Power Insect Deck " . Yusei calmly begins his turn , Normal Summoning " Speed Warrior " in Attack Position . He then activates " Double Summon " , additionally Normal Summoning " Junk Synchron " , also in Attack Position . Yusei ' s friends cheer as they know what Yusei is planning . Yusei then tunes " Junk Synchron " with " Speed Warrior " to Synchro Summon " Junk Warrior " . This shocks Lenny as someone from Satellite owns a Synchro Monster , but his friends cheer him on regardless . Yusei then equips " Junk Warrior " with " Fighting Spirit " , increasing its ATK by 300 per monster on Lenny ' s field ; therefore it goes up to 3200 ATK . Yusei then activates " Domino Effect " and attacks " Chainsaw Insect " . He then chains the effect of " Domino Effect " , sending his set " Scrap - Iron Scarecrow " and " Fighting Spirit " to the Graveyard to cause " Chainsaw Insect " to topple over into " Doom Dozer " which then falls onto " Metal Armored Bug " , destroying all of Lenny ' s monsters in the process . This chains the ability of " Retribution of the Ant Lion " , decreasing Lenny ' s LP to 0 . Yusei then walks over to Lenny , and tells him about the lesson that Jack taught him how duels can only be won by utilizing all types of cards with one another . Lenny compliments Yusei ' s dueling abilities and tells him that the next time they duel , he won ' t be so lucky . Jack is then shown racing around a duel track . He suddenly stops and looks up at the sky . Rex walks over and wonders what Jack is up to . Jack tells him that the moon is clear , just like the night when he escaped from Satellite to New Domino City . Yusei is also shown observing the moon through a crevasse in the road above . Featured Duel : Yusei Fudo vs . Jack Atlas . Duel is already in progress . Yusei has 300 LP and controls " Junk Warrior " ( 2300 / 1300 ) in Attack Position , while Jack controls a set card and " Mad Archfiend " ( 1800 / 0 ) in Attack Position . Turn ? : Yusei " Junk Warrior " attacks " Mad Archfiend " , but Jack activate s his face - down " Shadow Spell " to stop the attack and reduce the ATK of " Junk Warrior " by 700 ( " Junk Warrior " : 2300 → 1600 ATK ) . Turn ? : Jack Atlas " Mad Archfiend " attacks and destroys " Junk Warrior " ( Yusei : 300 → 0 LP ) . Featured Duel : Yusei Fudo vs . Lenny . Turn 1 : Lenny Lenny draws . He Normal Summon s " Chainsaw Insect " ( 2400 / 0 ) in Attack Position . Lenny then activates " Retribution of the Ant Lion " . Now if a monster is a destroyed and sent to the Graveyard , the controller of that monster will take 800 damage . Turn 2 : Yusei Yusei draws . He Normal Summons " Shield Warrior " ( 800 / 1600 ) in Defense Position and then Set s a card . Turn 3 : Lenny Lenny draws " Pinch Hopper " and subsequently Normal Summons it ( 1000 / 1200 ) in Attack Position . He then activates " Insect Costume " to send " Insect Knight " from his hand to the Graveyard and add " Doom Dozer " from his Deck to his hand . Lenny activates the second effect of " Insect Costume " to destroy " Pinch Hopper " . The effect of " Retribution of the Ant Lion " activates ( Lenny : 4000 → 3200 LP ) . Lenny then activates the effect of " Pinch Hopper " to Special Summon " Metal Armored Bug " from his hand ( 2800 / 1500 ) in Attack Position . Lenny then removes from play " Pinch Hopper " and " Insect Knight " from his Graveyard in order to Special Summon " Doom Dozer " ( 2800 / 2600 ) in Attack Position . " Chainsaw Insect " attacks " Shield Warrior " , but Yusei activates his face - down " Scrap - Iron Scarecrow " to negate the attack . After that resolves , " Scrap - Iron Scarecrow " resets itself face - down . " Metal Armored Bug " attacks and destroys " Shield Warrior " . The effect of " Retribution of the Ant Lion " activates ( Yusei : 4000 → 3200 LP ) . " Doom Dozer " then attacks directly ( Yusei : 3200 → 400 LP ) . Turn 4 : Yusei Yusei draws . He Normal Summons " Speed Warrior " ( 900 / 400 ) in Attack Position . He then activates " Double Summon " to allow himself to Normal Summon twice this turn . Yusei Normal Summons " Junk Synchron " ( 1300 / 500 ) in Attack Position . Yusei then tunes his Level 2 " Speed Warrior " with his Level 3 Tuner monster " Junk Synchron " to Synchro Summon " Junk Warrior " ( 2300 / 1300 ) in Attack Position . He activates " Fighting Spirit " and equips it to " Junk Warrior " . Now " Junk Warrior " will gain 300 ATK for each monster on Lenny ' s side of the field . Lenny controls three ( " Junk Warrior " : 2300 → 3200 ATK ) . Yusei then activates " Domino Effect " . Now when a monster Lenny controls is destroyed and sent to the Graveyard , Yusei can send any number of cards he controls to the Graveyard to destroy a number of monsters Lenny controls equal to the number of cards sent . " Junk Warrior " attacks and destroys " Chainsaw Insect " ( Lenny : 3200 → 2400 LP ) The effect of " Retribution of the Ant Lion " activates ( Lenny : 2400 → 1600 LP ) . Yusei then activates the effect of " Domino Effect " to send " Fighting Spirit " and his face - down " Scrap - Iron Scarecrow " to the Graveyard to destroy " Metal Armored Bug " and " Doom Dozer " . The effect of " Retribution of the Ant Lion " activates twice ( Lenny : 1600 → 800 → 0 LP ) . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .