Yu - Gi - Oh ! 5D ' s ( manga ) The Yu - Gi - Oh ! 5D ' s manga is a spin - off of its anime series . Like the Yu - Gi - Oh ! GX manga , the events that take place , as well as the cards used by characters differ from those in the anime . It was published monthly in the " V Jump " magazine in Japanese , and has been released in English via the " Shonen Jump " magazine starting with the January 2011 issue . It began serialization on August 21 , 2009 , and ended on January 21 , 2015 , with a bonus chapter being announced to be included in the final volume . The author of the manga is Masahiro Hikokubo and the artist of the manga is Masashi Satō . The manga is supervised by Kazuki Takahashi . Rules . The OCG Master Rules are used . The rules of Turbo Duel s are changed ; " Speed World " and " Speed Spells " are not required . Also , monsters are not Set and Flip Summon ed , but Normal Summon ed in face - up Defense Position instead . Plot . Unlike the anime , Yusei Fudo and Jack Atlas have no history between them . However , Yusei has still managed to acquire a criminal mark . Akiza Izinski is a popular student at the Queen ' s Duel Academy , where she is known as the " Queen of Queens " . She lost to Jack at one point , which still upsets her . A number of people have lost Duels to Jack and are looking for rematches . Sect faces Yusei in a Turbo Duel in a Satellite factory . Yusei wins , but is impressed by Sect ' s performance and accepts Sect as his rival . Afterwards Sect is taken captive by the Skeleton Knight . Yusei defeats the Skeleton Knight in a Turbo Duel in order to save Sect . Rex Goodwin arranges for Jack Atlas to go to Satellite , while he and Mina Simington make preparations for the D1 Grand Prix . As Yusei rushes Sect to the hospital , he is confronted by Jack Atlas , who forces him into a Turbo Duel . Yusei abandons the Duel to save Sect after he falls from the back of the Duel Runner . Jack continues and wins the Duel , leaving Yusei and Sect fall into a body of water . Yusei manages to get Sect to the hospital afterwards . As he repairs his Duel Runner , he meets Lazar , who invites him to the D1 Grand Prix . Akiza defeats Ran Kobayakawa in a Turbo Duel over the title " Queen of Queens " . Afterwards , she hears that Jack is in Satellite , so she travels there hoping to find Jack . She instead finds Yusei , who she learns dueled Jack . She faces him in a One - Shot Run to find out more . Yusei attends the D1 Grand Prix and faces Greiger in the first round . After Yusei beats Greiger in the first round , the second match of Akiza vs Sherry starts . Throughout the duel Sherry was able to counter everyone of Akiza ' s moves with the use of her psychic ability " Hand Scan " . However Akiza was able to block Sherry ' s " Hand Scan " by closing her eyes and she eventually won the duel . The third match was Crow Hogan against Bolt Tanner . Before the match began , Crow mentions to Yusei that they are going to get along great . Crow manages to impress everyone by performing a double Synchro Summon and defeat Bolt using a First Turn Kill . The next day the second round of the D1 Grand Prix starts . Yusei faces Hunter Pace as his next opponent . During the duel Yusei finds out that his Duel Runner is unable to accelerate . This is because the night before , Hunter Pace sneaked into Yusei ' s garage and ripped out a part from his Duel Runner . This , along with the effects of Hunter ' s monsters put Yusei at a serious disadvantage . But despite the odds , Yusei manages to win . As this duel was going on , Sect finds out from Hunter ' s gang that they were the ones who stole the part from Yusei ' s Duel Runner and gets into a fight with them . Hunter ' s gang managed to get the upper hand at first but Sect ' s rare card infects him with darkness allowing him to defeat the gang easily . Following this , Akiza next match is about to start with her opponent being Kalin Kessler . Throughout the duel , Kalin uses his " Handless Combo " to push Akiza into a corner . But she manages to fight back using her hidden ace , " Rosaria , the Stately Fallen Angel " , a monster that she was saving for Jack . Kalin counters this with his own ace monster , " Void Ogre Dragon " and using its effect , he defeats Akiza causing her to drop out of the tournament . While this Duel was going on , Jack finds Sect and challenges him to a Duel for his shadow card . Yusei appears between the two and tries to convince Sect to stop the duel but Sect refuses as he believes Yusei is looking down on him for being weak . Sect continues the duel and summons the new card he got from the Skeleton Knight , " Beelze , King of Dark Dragons " . To Jack ' s disappointment , it isn ' t the card he is looking for but he fights back using " Dark Highlander " . However before the duel can continue any further , the Skeleton Knight appears and takes Sect away so he can master the powers of darkness . Before he disappears , Sect vows to uses his powers to defeat Yusei and Jack and anyone else who looked down on him . After this Kalin appears before Yusei and Jack . He reveals to Jack that he has the card Jack is looking for , " Hot Red Dragon Archfiend " . Jack walks toward Kalin with the intention of taking back his card but as he does so the " Hot Red Dragon Archfiend " card begins to cause Kalin ' s Duel Disk to malfunction . Kalin rips up the card as he said it is nothing more than a copy . Jack starts to become angry , demanding to know where the real " Hot Red Dragon Archfiend " card is but before he could punch Kalin , Yusei stops him as a card like that is the reason Sect changed and despite that he will save Sect . Yusei wants to know more about the Duel Dragon s from both of them . Kalin merely responds that both of them are qualified to play the game for the Duel Dragons . Meanwhile back at the stadium , two kids have just defeated their 5th opponent in the tournament and a missle from one of their monster ' s attacks is about to hit the audience . However Crow uses his " Blackwing Tamer - Obsidian Hawk Joe " to intercept it . Rex Goodwin appears on a giant hologram and informs everyone that the two kids , the twins , Leo and Luna are eliminators he hired to defeat and weed out the weak duelists . Afterwards he informs everyone that the second stage of the D1GP will start soon and it will take place in Satellite . Back with Yusei , Kalin , and Jack , Kalin tells both of them that the showdown will take place in Satellite . During the night , Yusei is working on his Duel Runner along with Crow when they are approached by the twins and they challenge Yusei to a duel while revealing that they have information about the Duel Dragons . Yusei accepts the duel , seeing it as way to save his best friend . At first Leo seemed to gain the upper hand in the duel by Synchro Summoning his Duel Dragon , " Power Tool Mecha Dragon " . However after Luna got hit by one of Yusei ' s attacks , Leo becomes blinded by his own anger and fills his field with Spell and Monster cards . By using a combination of Synchro Nova and " Gravity Warrior " , Yusei defeats the twins . The remaining contestants have to travel by boat in order to reach Satellite . While heading there , Yusei thinks about Sect and wonders if he is already there . Rex Goodwin appears and tells him the truth about the tournament . The real reason for hosting the tournament is not to find the emperor of Turbo Duels but to find Duelists that can wield the power of the Duel Dragons and use them to defeat the Skeleton Knight . Goodwin believes that the Duel Dragons can save the world but Yusei doesn ' t believe it as he saw one of the Duel Dragons corrupt his friend . Goodwin explains about the Duel Dragons and how they were used long ago , in rituals to seal away darkness . He continues saying that controlling or being controlled by the dragons depends on the strength of the person ' s heart . Goodwin admits that while he doesn ' t know if Yusei can control a Duel Dragon , he believes it is better than having the Skeleton Knight steal the power for himself . Yusei responds that he doesn ' t trust Goodwin but will work with him in order to gain a Duel Dragon of his own and save his best friend . The contestants finally reach their destination , Saiko Island , Satellite Zone Zero . Lazar appears and explains the rules of the second stage of the tournament . Spread across the island are twelve Duel Zodiac s , each having a Star Ticket ranging from level one to twelve with the tweleth Star Ticket being a ? . According to Lazar , the twelveth Star Ticket can be as many as they want . The goal is to collect at least twelve Star Tickets and reach the Duel Gate to enter the finals . Yusei heads to the fourth Duel Zodiac as Rex Goodwin told him that he left a Duel Dragon card there and believed that Yusei can control it . When Yusei arrives , he finds Crow Hogan waiting for him . Both of them duel each other to decide who will get the Star Ticket . Yusei and Crow begin their duel as they match each other card for card . As the duel goes on , Crow reveals the reason he enter the D1GP . His younger brother Yoshi was due for a serious operation but he was to afraid to go through with it . Crow decides to make a deal with Yoshi that he enters the D1GP and wins in hopes it will give him the courage to through with the operation . Crow and Yusei continue their duel and despite him putting up a good fight , Crow loses to Yusei and this upsets him . However Yusei assures Crow that although he lost , he isn ' t kicked out of the tournament and as there are plenty of Star Tickets left , Crow still has a chance to enter the finals . After the duel is over the Duel Zodiac begins to light up , engulfing both Yusei and Crow . They find themselves in a colosseum while wearing new clothes . A mysterious man riding a horse , approaches them . He introduces himself as a priest that challenges those who wish to gain the power of a Duel Dragon . Yusei challenges the priest as he wants to use the dragons power to save Sect . The duel is a One - Shot Run but using horses instead of Duel Runners and stone tablets instead of cards . Yusei uses " Lightning Warrior " as his monster while the priest uses his Duel Dragon " Stardust Spark Dragon " . As they ride Yusei becomes corrupted by Stardust ' s shadow misama and almost becomes swallowed by darkness . However Yusei breaks free by remembering the duels that he fought before . Then he sees the memories of " Stardust Spark Dragon " and finds out that all the duelists before him simply wanted Stardust for its power . Yusei stops riding much to Crow ' s shock as he wishes to save his best friend and asks Stardust to lead its strength to him . As he accepts the dragon ' s blow , Yusei and Crow find themselves back in the present as Yusei notices he now holds the " Stardust Spark Dragon " card . Meanwhile at the ruins of an abandoned building , Jack Atlas finds Kalin Kessler there . He asks Kalin about what is he doing here as he won ' t find a Star Ticket in a place like this . Kalin replies that he doesn ' t care about winning the tournament and that the reason he is here is the same as Jack ' s , they both began their start as duelists in this area . In the past , Kalin and Jack were once prisoners along with other children in the facility , V . S . S . L . . One day Jack and Kalin were set up to duel each other with the winner being adopted by Rex Goodwin and receiving a Duel Dragon card . During the duel , Kalin decides to let Jack win as he didn ' t want to leave the friends he made behind . As a reward for winning , Goodwin gives the Duel Dragon card to Jack and as he holds it in his hands , Jack falls to his knees but quickly gets up , taken by the dragon ' s power . Later that night an explosion occurs at the facility as Kalin runs away while holding Jack ' s " Hot Red Dragon Archfiend " card . Back in the present , Jack becomes angry at Kalin for stealing his card . Kalin throws back the card to Jack and he asks why . Kalin responses that back then , he wasn ' t sure about what he wanted . He was confused and because of that he wasn ' t satisfied . Now that he is facing him again , Kalin challenges Jack to a duel to settle the scores between them to which Jack accepts . At first Kalin seemed to have the upper hand as he uses his Handless Combo . But Jack quickly turns things around by summoning his Duel Dragon and makes quick work of Kalin . However much to Jack ' s surprise , " Void Ogre Dragon " appears despite the fact Kalin lost and wonders why . Kalin responds that it is due to the effects of his trap card , Zero Gate of the Void which Special Summon s " Void Ogre Dragon " to the field when his life points hit zero and as long as his monster is on the field , he cannot lose . Kalin continues the duel and uses the effect of his monsters in his graveyard to seal away his draw and to attack directly . Kalin orders his Duel Dragon to attack Jack directly and to Jack ' s horror , he finds that he cannot negate Kalin ' s sense and that its causing him real damage as well . Kalin reveals to Jack that he was torn between Jack and his friends at V . S . S . L and so he made a oath to the Skeleton Knight to get his Duel Dragon , " Void Ogre Dragon " and become stronger . Despite the advantage Kalin has over him , Jack refuses to give up and using two spell cards , Champion ' s Majesty and Rumbling of Heaven and Earth along with " Hot Red Dragon Archfiend " allows Jack to win the duel . Upon winning , the shadow miasma leaves Kalin ' s body and the destruction of " Void Ogre Dragon " shows Jack the rest of Kalin ' s memories . After Jack left V . S . S . L , Kalin was walking down a hallway when he overhears a conversation between Zigzix , Lazar and Rex Goodwin . Lazar wants to use the Sense Generation Device at its maximum output but Zigzix is against the idea as the children could be killed . Goodwin remains unconcerned as he says that the facility has all the guinea pigs they need . He continues by saying that none of the children have any family and that no one would care if they were killed . Goodwin orders Zigzix to continue his research on the " Hot Red Dragon Archfiend " card and after he is done he will give the card to Jack . Goodwin then says that as long as Jack has the Duel Dragon card he will be their guinea pig forever . Kalin having heard all of this refuses to let Rex Goodwin get away with what he has done and vows to protect his friends . Kalin proceeds to destroy the Sense Generation Device and get the other kids to safety . Afterwards he steals Jack ' s Red Dragon card in order to protect him . Back in reality , Jack approaches Kalin and Kalin tries to give his " Void Ogre Dragon " card but Jack refuses to take it . He admits to Kalin that dueling him was the only thing he enjoyed in the V . S . S . L . Jack leaves , telling Kalin to make a better strategy and come face him again . But as he walks away Kalin stops him as he needs to tell him the truth about the D1GP . Meanwhile Yusei is at the eighth Duel Zodiac and he is disappointed that the Star Ticket is gone . Suddenly his " Stardust Spark Dragon " appears above him and he sees the Skeleton Knight appear before him . Yusei notices that Sect ' s goggles are on the tip of the Knight ' s lance and demands to know what happened to Sect . The Knight tells Yusei that his friend is nowhere on the island and that he is currently waiting in the Aerial Fortress Seibal . The only way to get into the fortress is to enter the Duel Gate . Skeleton Knight reveals to Yusei that he plans to resurrect a being known as the Ultimate God within the Aerial Fortress Seibal . Yusei tells the Knight that his fight is with Rex Goodwin and that he shouldn ' t drag Sect into it . While the Skeleton knight mentions that while he doesn ' t know what Goodwin told him he tells Yusei that all the duelists in the tournament are their pawns and that the ritual has already begun . Afterwards the Knight disappears , leaving behind Sect ' s goggles . Back with Jack Atlas and Kalin Kessler , after hearing everything that Kalin had told him , Jack plans to head to the Aerial Fortress Seibal himself . Kalin tries to stop Jack as he and everyone else on the island is being used by Goodwin in a ritual to revive the Ultimate God and that the duels in the tournament are energy used to revive it . Jack points out to Kalin that the duel they just had provided energy to the ritual as well . Jack then says to Kalin that the power of the Ultimate God would be perfect to him . Kalin recalls that Jack said the same thing about getting a Duel Dragon card and replies to Jack that he never changes . Yusei is currently in a duel with Jean and he defeats him with Catapult Warrior . Yusei collects the second Star Ticket and although Jean offers his one Star Ticket , Yusei lets him keep it . At the twelfth Duel Zodiac Crow heads there in order to get the ? Star Ticket and catch up to Yusei . As he arrives he finds Kodou Kinomiya injured on the ground . Asking him what happened , Kodou replies that he couldn ' t defeat him before falling unconscious . A voice calls out to Crow and he sees a Duel Dragon card with shadow miasma surrounding it . The shadow miasma morphs into a dark version of Crow and the dark copy challenges him to a duel . Crow realizes that this is his Duel Dragon ritual and he accepts the duel . At the seventh Duel Zodiac Leo and Luna has just defeated Tetsu Trudge and collected the seventh Star Ticket . Luna reads a book , The Black Magician of the Forest , and believing the book to be real she wishes to find the black magician and defeat him . A hologram of Rex Goodwin appears before the twins and he tells them that the black magician is on the island and Luna realizes that he is talking about Yusei Fudo . Goodwin informs the twins that Yusei is on his way to the sixth Duel Zodiac and they should head there too . Leo notices that Luna has been acting weird ever since their last duel with Yusei and he asks Goodwin if Luna will return to her normal self if they defeat Yusei . Goodwin confirms this and Leo and Luna head to duel Yusei . Unbeknownst to them , Goodwin is using the twins in order to test the power of Yusei ' s Duel Dragon . Having arrived at the Duel Zodiac first , Leo and Luna wait for Yusei . When he appears they begin a duel . Luna orders her brother to use her monsters and summon her Duel Dragon . But Leo summons his " Power Tool Mecha Dragon " instead . Luna becomes upset with her brother over this but he assures her that he has a plan . Leo plans to end the duel quickly without summoning Luna ' s Duel Dragon as he believes that it is dangerous . When Leo attacks Yusei with his " Power Tool Mecha Dragon " , Yusei is able to sense his feelings are stronger than before but he also mentions that he has feelings that he can ' t abandon either . Yusei uses his monsters to Synchro Summon " Stardust Spark Dragon " for the first time . Yusei uses his " Stardust Spark Dragon " to attack and destroy Leo ' s " Power Tool Mecha Dragon " . Upon its destruction Leo is freed from its shadow miasma and he asks Yusei to save his sister . Yusei asks what he means by that and Leo reveals that Rex Goodwin was the one who set them up to duel Yusei in the first place . He was convinced that if he defeat Yusei in a duel Luna would return to her normal self . Upon hearing this , Yusei becomes disgusted with Goodwin and the way he used the lives of children for his own selfish reasons . Luna having heard everything , uses the power of her shadow miasma to brainwash Leo . Now taking over the duel Luna uses her monsters to Synchro Summon " Ancient Pixie Dragon " , her Duel Dragon . For one brief moment Leo breaks free from Luna ' s control to activate a trap card that protects " Ancient Pixie Dragon " from being destroyed . This surprises both Yusei and Luna . Yusei finds out that Luna hasn ' t complete control over Leo and he tries speaking to Leo in order for him to snap out of his trance . However Leo doesn ' t respond to him . Yusei resolves to save the twins no matter what . Yusei keeps speaking to Leo , trying to reach out to him and have him break free from Luna ' s control . Leo finally snaps out of Luna ' s control but this just enrages her . The shadow miasma within Luna explodes and she becomes completely possessed by it . With the use of two Quick - Play Spell Cards , Shifting Mirage and Spirit Battle , Yusei is able to defeat Luna and win the duel . With the twins defeated Yusei collects the sixth Star Ticket . This along with his two other Star Tickets gives him enough to enter the Duel Gate . Leo warns Yusei not to go to the gate as Goodwin planning a ritual there and it is dangerous . Yusei is aware that it is dangerous but he still must go as he has someone to protect just like how Leo wants to protect his sister . Although Leo is still against it Luna lets Yusei go and tells him to introduce them to his friend . He promises to do so and thanks them both . Then Yusei leaves for the Duel Gate . While Leo is still worried for Yusei Luna assures him that he ' ll be fine . Meanwhile back with Crow , he is still having trouble with his dark counterpart . Things become worse for him when Dark Crow summons a monster that Crow doesn ' t even have in his Deck , the Duel Dragon " Blackfeather Darkrage Dragon " . As Yusei heads to the Duel Gate , he thinks back to his duel with the twins and notes by using " Stardust Spark Dragon " he was able to save them both from darkness . Recalling Kalin ' s words that in order to save Sect he must destroy his Duel Dragon in a duel , Yusei wonders if he can save his friend by having his Duel Dragon fight Sect ' s dragon . However Yusei is interrupted by Tiger Eyes who came to take his Star Tickets by force . Yusei defeats him in a duel quickly using " Gravity Warrior " and tells Sect that he ' ll be there soon . At the Duel Gate itself , Goodwin begins the ritual with the Duel Priestess by his side : Akiza Izinski . Inside the Duel Gate Rex Goodwin meets the Skeleton Knight calling him by his true name Roman Goodwin , Rex Goodwin ' s older brother . Goodwin says that 5 , 000 years ago they were unable to finish the ritual , the Festival of Duality , to revive the Ultimate God but now they will finish it today . Sect appears eager to start the ritual while Akiza shows up as his opponent . It is revealed that sometime after her loss from Kalin Kessler Akiza returns to her academy and became depressed that she was unable to fulfill her promise to Yusei and Jack . Rex Goodwin appears before her and gives her a blank Duel Dragon card , telling her that if she takes the card she will gain power that can match Yusei and Jack . When Akiza holds the card in her hand she is bombarded with images from the past causing her to fall unconscious and awaken her powers as a Duel Priestess . In the memories of her past life her predecessor was told by Goodwin to lose the Festival of Duality on purpose to give hope to the people . Trusting him , Akiza ' s predecessor did as she was told but this caused a solar eclipse to appear and kill everyone . Back in the present , Akiza resolves to win this duel in order to prevent that disaster from happening again . Akiza summons her Duel Dragon Black Rose Moonlight Dragon in order to counter Sect ' s Beelze of the Diabolic Dragons . Using its effect , she removes Sect ' s Dragon and tells Sect that he will lose on the fourth turn of the duel due to a prediction she had . But to her surprise Sect foils her prediction and revives his Duel Dragon . Yusei Fudo who was wandering around within the Duel Gate for quite some time arrives to the duel and is surprised to Sect and Akiza dueling each other . Jack Atlas appears behind Yusei and informs him of what has been happening so far . Akiza use her dragon ' s effect to remove Beelze again but Sect was prepared for this and actives Hell Tuning to summon a more powerful version of his monster , Beelzeus of the Diabolic Dragons . With his new monster Sect overpowers and defeats Akiza causing the Ultimate God to awaken and a beam of light to emit from the fortress . Sect and the Skeleton Knight enter the light and are sent to the fortress , taking Akiza with them . Goodwin follows them and says to Yusei and Jack to enter the fortress if they wish to stop his plans . Jack leaves immediately with Yusei about to follow him but he is stopped in his tracks by Lazar . Lazar wishes to participate in the ritual but he needs a Duel Dragon to do so and therefore Lazar demands that Yusei gives his Stardust Spark Dragon to him . Furthermore he reveals that he sealed all the contestants of the D1GP in cards as a backup plan to revive the Ulitmate God . Yusei is conflicted , he doesn ' t have time to duel Lazar right now but he can ' t leave the people trapped inside the cards either . Just then Crow Hogan appears between the two showing that not only did he get the ? Star Ticket but the Blackfeather Darkrage Dragon card as well . Crow tells Yusei to go ahead as he will hold off Lazar . Yusei thanks Crow and leaves . Lazar is annoyed that Crow got in his way but Crow points out that he can still enter the fortress if he manages to beat him in a duel and take his Duel Dragon . Lazar accepts the challenge and they begin their duel . Lazar pushes Crow into a corner in their duel by using Jester Puppet King Pantomime and his " Synchro Killer " strategy . But by using the power of his new Duel Dragon and his Blackwing monsters Crow overcomes Lazar ' s strategy and defeats him . However the path to the Aerial Fortress Seibal closes preventing anyone else from entering . Within the Aerial Fortress Seibal , in the Corridor of the Northern Sky , Yusei encounters the Skeleton Knight . He demands to know what happened to Sect and Akiza . The Knight explains that after Sect won against the Duel Priestess , he became the " King of Earth ' s Lock " and in order to reach him Yusei must defeat the Knight in a duel and become the " King of Sky ' s Lock " . Then the two kings must duel each other to decide if the Ultimate God is revived or not . Meanwhile in the Corridor of the Southern Sky , Jack duels his father Rex Goodwin to become the King of Sky ' s Lock . At first Jack dominates the duel using his Dark Highlander and Hot Red Dragon Archfiend . But Goodwin turns the tables on Jack through the use of his Celestial monsters and then tuning them together to summon Ascension Sky Dragon . Goodwin attacks Jack with his dragon and destroys Red Dragon causing Jack to get struck with Shadow Miasma and fall off the Fortress . Jack then remembers his past and how after leaving V . S . S . L . he was pressured by his father to develop his King ' s Sense . Jack remembered how he left Kalin and the others behind in pursuit of power and how he will gain power so he could bow down to no one . Waking back in reality Jack hangs on due to his Sense and uses his Monster Reborn to revive Hot Red Dragon Archfiend . Jack attempts to use his dragon ' s effect to destroy Ascension Sky Dragon but Goodwin activates the latter ' s effect causing it to separate into its Synchro Material s . Unable to attack , Jack ends his turn . Goodwin begins his turn and tunes his monsters once more to resummon Ascension Sky Dragon . Jack uses his dragon ' s effect to destroy Goodwin ' s dragon but the latter activates Ascension ' s effect one again . However this is the moment Jack has been waiting for . Activating Clinch Reborn , he revives Dark Highlander and with it prevents Goodwin from activating his monster effect . But Goodwin manages to overcome this strategy by drawing Providential Injustice and using it to destroy Dark Highlander . Successfully summoning Ascension Sky Dragon he attacks Jack but the latter activates the trap Final Tombstone causing both duelists to discard their entire hand and Ascension Sky Dragon ' s ATK to become zero . This does not deter Goodwin as he use the trap Celestial Profit to draw twice as many cards as he discard allowing him to draw 12 cards causing Ascension ' s attack points to become 12 , 000 . Ready to finish him off , Goodwin activates his Sense , Brutal Annihilation : Sense of Doom . Seeing this , Jack decides to counter with his own Sense . Despite the overwhelming advantage that Goodwin has over him , Jack refuses to give up and activates the effect of a monster that he sent to the graveyard through Final Tombstone . The effect of Absolute King Back Jack removes it from play and allows a person to draw a card and if it is a Trap card , activate it immediately . Jack draws Champion ' s Storm and with it , ends the duel in a draw . The sheer force of their attacks destroy the area that they were dueling in and both duelists fall to the ground . Meanwhile in the Duel Gate , Crow has freed all the duelists that Lazar defeated and tied the latter up for interrogation . Leo and Luna reappear looking for Yusei . Noticing Light coming from the fortress , Lazar reveals that the Ultimate God is about to be revived and nothing can stop it now . Crow and the twins become worried for Yusei . Back with Yusei , he manages to take the lead in his duel with the Skeleton Knight by destorying Dragonecro Nethersoul Dragon with a combo of Seven Swords Warrior and Sacred Sword Thanatos . Afterwards Yusei sees a vision of a man and woman being stabbed by Rex Goodwin and wonders if what he saw was the Skeleton Knight ' s memories . Noticing that Yusei has become stronger , the Knight gets serious and summons out a tuner monster . Using the effect of Ghost Charon , the Underworld Boatman , Skeleton Knight revives Dragonecro and tunes both of his monsters to summon out his true ace , Dragocytos Corrupted Nethersoul Dragon . Destroying Seven Swords Warrior with his Duel Dragon , Skeleton Knight activates his Sense : Ebony Dark Howling and with Dragocytos ' s effect to attack again , attacks Yusei directly . Yusei saves himself by activating the effect of Flash Tune to special summon Stardust Spark Dragon and activates its effect . Despite this Yusei is still hurt by the attack and becomes injured . Skeleton Knight reveals that his monster has an additional effect , at the beginning of his next turn Dragocytos will inflict damage equal to the attack of a monster on his opponent ' s field . Also activating Spectral Ice Floe to prevent his monster from being destroyed , Skeleton Knight points out that Yusei has only one turn to defeat him . With only one chance left , Yusei decides to give it his all on this last turn . Yusei notices that they are heading towards the Machine Temple . The Knight states that the temple is where the Northern and Southern Sky Corridors intersect and that its the final destination for the duel . Using a combo of Parallel Twister and the effects of Stardust and Phoenix Battle Wings allowed Stardust to double its attack points to 10 , 000 enough to destroy Dragocytos and win the duel for Yusei . After winning , Yusei tells Skeleton Knight about the vision he saw and asks what happened between him and Goodwin . Skeleton Knight introduces himself as Roman Goodwin , the older brother of Rex Goodwin and proceeds to tell Yusei of his past involving himself , Rex , and a woman . 5000 years ago , Rex and Roman were young kids who had no idea of who their family was or what their names were . One day while trying to steal food , they were caught and attacked by the owner but they were rescued by a young woman . The woman , Ish Kiq Goodwin , took the brothers home with her and adopted them as her younger brothers , giving them the names Rex and Roman . Ish happened to be the strongest Duel Priestess at the time . Ish was chosen to be the Duel Priestess for the Festival of Duality but she never came back . Speaking to the High Priests about what happened , they revealed that Ish lost the festival and was sacrificed as a result . Furthermore the priests state that Ish ' s last request was for both of her younger brothers to become Duel Priests . Remembering that the winner of the Festival of Duality was to be grant a wish , the two brothers began to form a plan to revive Ish . Time has passed and Rex and Roman who were now adults began their plan . Tricking the Duel Priestess of that time to lose on purpose , the Aerial Fortess Seibal activated . Roman reveals to Yusei that the Duel Priestess was Akiza Izinski ' s past life . Once at the Machine Temple , Roman sees the Shadow Miasma of the Ultimate God and wonder if they can really control it . Roman then sees that Rex and a revived Ish dueling each other , both of them under the influence of Shadow Miasma . Unable to recognize each other Rex and Ish continue to fight each other . As Rex gains the upper hand and is about to deal the finishing blow , Roman jumps in the way and is stabbed alongside Ish . Finishing his story , Roman pleads with Yusei to save his brother . Although Yusei points out that Jack is already dueling Rex and that Rex would already be free , Roman mentions that Rex has lived for 5 , 000 years and won ' t go down that easily . Suddenly the Machine Temple begins to collapse and Roman is caught in its destruction . Roman bids Yusei farewell and reunites with Ish in the afterlife . Yusei promises to Roman to carry on his last request within his heart . Yusei arrives at the Watch Tower of Sky ' s Lock and wonders who will be his opponent . It is revealed to be Jack . After he won the duel , the ground he was on was destroyed and Jack began to fall but he was saved by a gust of wind . Seeing the damage done to Jack ' s Duel Runner was Yusei able to see how strong Goodwin is . Just then Sect appears and demands to know which one of them is going to duel him . Yusei asks Jack if he can duel Sect . Although he is still annoyed that Yusei still talking about friendship Jack lets Yusei duel and proceeds to watch the duel between him and Sect . During their Duel , Sect reveals that Akiza is tied up and connected to the Ultimate God . Everytime that Yusei loses Life Points , Akiza will be hurt in the process . Managing to Synchro Summon Gravity Warrior , Yusei actives its effect to raise its attack and attacks while using Cross Sense . But Sect manages to stop his Cross Sense by slowing down his Duel Runner pointing out its weak point . Sect brings out his Beelze of the Diabolic Dragons and attacks Yusei while using his new Dark Armored Sense . Yusei is injured by Sect ' s Sense and is about to hit a wall . However Akiza manages to call out to Yusei telling him not to give up . Yusei manages to move out of the way but due to losing his Life Points Akiza is hurt in the process . Sect still believes that Yusei looks down on him . Yusei admits that he is right and that he may have acted that way back then . In the past Yusei was a powerful duelist living in Satellite . One day Yusei was challenged to a duel by Lawton but Yusei refused as he only dueled the strongest duelists . After winning so many duels Yusei was known for being the toughest duelist in Satellite . Yusei tried to duel Lawton but this time he refused to duel . One of his friends pointed that no one wanted to duel him just so Yusei could boost his own ego . As a result Yusei realized that he lost his opponents . Despite this Yusei wasn ' t bothered by it , believing that he could still reach new heights as long as he had his Duel Runner . Later he noticed a crowd of duelists and wondered what was going on . Yusei saw Sect Injuin having lost a duel . Noticing Yusei , Sect tried to challenged him to a duel but Lawton stops him , pointing out that Yusei won ' t duel anyone weaker than him . Sect promises to become strong enough to duel Yusei but the other duelists tease him , reminding Sect that he needs to win a duel first . As he drives off , Yusei smiles . Back in the present , Yusei apologies for the way he acted back then . Yusei mentions that Sect was the one who taught him the importance of having friends and how fun Turbo Duels are . Activating Flash Tune , Yusei uses its effect to Synchro Summon Stardust Spark Dragon . Beginning his turn Yusei use the card he just drew , Reaction Star Mirror and equips it to Sect ' s monster . All the damage that goes to Beelze now goes to Sect . Attacking with Stardust , Yusei manages to drop Sect ' s Life Points to 1100 . Yusei tells Sect that no matter what he won ' t stop giving up on him until he returns to normal . Sect begins his turn and draws Hell Grub . Summoning it he tunes it with Beelze to Synchro Summon Beelzeus of the Diabolic Dragons . Sect vows that he will settle their score here and now . Sect tells Yusei that the friend he once was no longer exists and with Beelzeus he reached new heights . Yusei notes Beelzeus is the reason Sect is being controlled by the darkness and if he destroys it , Sect will return to normal . Sect actives his monster ' s effect causing Stardust ' s attack points to become zero while Sect regains 3600 life points . Sect attacks Stardust but Yusei activates its effect to prevent from being destroyed but Sect calls this pointless as he uses his Hell Armored Sense to hurt Yusei . Shadow Miasma begins to burst out from the main tower where the Ultimate God is held and Sect states that the Ulitmate God is about to be resurrected . All of a sudden the shadow miasma stopped and Sect wonders why as he defeated Yusei with his attack . Yusei reveals that he survived Sect ' s attack with two trap cards , Half Capture and Shock Draw . Yusei begins his turn and activates the trap Pride of the Warrior to revive Junk Breaker and uses its effect to negate the effects of all other monsters on the field . Yusei then uses Overflowing Treasure to raise Stardust attack to 4000 . Sect realizes that Yusei is going to use Cross Sense again but points out that he already knows its weakness . Yusei however speeds up ahead of Sect and evolves his Cross Sense into a new sense , Double Cross Sense , creating a copy of himself made of Sense and proceeds to attack and destroy Beelzeus . Yusei notices another monster has appeared on Sect ' s field and wonders if he didn ' t succeed in saving him . Sect reveals that he is back to normal but suddenly the Ultimate God awakens and begins destroying everything . Yusei asks how they can stop the Ulitmate God and Sect replies that the only way to do so is by using the power of Light Sense . Continuing their duel Yusei ends his turn by summoning Junk Meister in defense mode . Sect begins his turn by drawing and activating Insect - Luring Light to switch Junk Meister in attack mode and attacks it with the monster he just summoned Giant Hades Stag Beetle . However Yusei activates the effect of Junk Meister allowing him to use a " Junk " card from his deck . Yusei activates Junk Cross causing Junk Meister and Giant Hades Stag Beetle to switch their attack points into their defense points . Now stronger than Giant Hades Stag Beetle , Junk Meister attacks and destroys it but the latter effect activates special summoning Great Poseidon Beetle to the field . Sect activates his monster ' s effect to attack three times in a row while revealing that the effect of Insect - Luring Light prevents Junk Meister from being destroyed . Sect ' s attacks drop Yusei ' s life points to 500 . The Ultimate God continues to rampage , destroying everything around it . With little time left , Yusei begins his turn and puts everything into his final draw . Yusei draws Quick Span - Knight and tunes with Junk Meister to Synchro Summon Lightning Warrior . Yusei activates Quick Span Knight ' s effect to lower Great Posidon Beetle ' s attack and activates the trap Bond ’ s Reward . It ' s effect removes synchro monsters from the graveyard to increase the attack of a Synchro Monster on the field based on the levels of the removed monsters times 200 points . Lightning Warrior ' s attack points change from 2400 to 5200 . Realizing that he lost Sect accepts his defeat . Working together with Sect , He and Yusei use the Cross Sense Final Session and seal away the Ultimate God . Akiza begins to fall from where she was held but Jack manages to catch her . With the duel over Yusei gives Sect back his goggles . Yusei collapses on the floor and Sect becomes worried . Yusei assures him that he is fine and merely exhausted after all the duels he ' s been through . As Sect wonders how they are going to get down from the fortress , he and everyone else turns around to see Rex Goodwin floating in the air behind them . Goodwin reveals that everything that has happened was apart of his plan to obtain the Ultimate God . Sect tells Goodwin that they just sealed away the Ultimate God but Goodwin reveals that the Ultimate God ' s Shadow Sense continues to live on within him . Akiza notices that the solar eclipse hasn ' t stopped with Goodwin confirming this while telling her and the others that the ritual still continued and passed the point of no return as soon as Yusei began his duel with Sect . Goodwin tells everyone that he has been waiting for this moment for 5 , 000 years and that the victor of the duel between the King ' s of Earth and Sky ' s Lock becomes the King Who Unlocks which Yusei discovers that he became this after defeating Sect . Goodwin states at this moment is the time where the Ultimate God is at its easiest to control and begins chant a spell that Yusei and Akiza recognize as the ancient language of Diak . Cables sprout out from the ground towards Goodwin allowing him to absorb the remaining miasma of the Ultimate God . Goodwin proclaims with the power that he absorbed he has become a god and proceeds to take out a Blank Card . Goodwin orders his son to fulfill his duty and give his cards to him . Jack refuses to do so but suddenly he collapses to his knees . Finding himself weakened Jack is shocked to see that his Red Dragon card is turning blank . Goodwin states that all the cards originated from the Ultimate God . Goodwin uses his Blank Card to absorb the energy from Jack ' s deck turning it blank . He then raises his card in the sky and proceeds to absorb all the cards and duelist ' s energy from Sect , Akiza and everyone down below in the Duel Gate . Yusei rises to his feet and demands a duel with Goodwin . Goodwin notices that Yusei wasn ' t affected by his energy absorption and realizes that it is because of him being the King Who Unlocks . Goodwin accepts the challenge and tells Yusei that once he defeats him his resurrection will be complete . Goodwin summons his new Duel Runner which is capable of flying in the sky . Beginning the duel Yusei attempts to take the first turn but Goodwin ' s Duel Runner outpaces him . Goodwin special summons Wicked Priest Chilam Sabak via its effect . Jack not recognizing the monster figures out that Goodwin is using a different deck than before . Yusei sees the monster as a means to summon the Ultimate God quicker . Goodwin also activates Card of Heaven and Earth to draw two cards when he summons a high level monster and proceeds to set the cards he just drew face down . Yusei begins his turn and quickly summons out his Duel Dragon to destroy Goodwin ' s monster but this is in vain as Chilam Sebak immediately revives itself when destroyed in battle . Setting down two cards face down Yusei ends his turn while Goodwin begins his . Special Summoning another Chilam Sebak Goodwin declares that the preparations for the ritual are ready . Goodwin reveals that the first Chilam Sebak became a Minus Tuner monster after being revived and minus tunes his two Wicked Priests to Synchro Summon a level 0 Synchro Monster . Goodwin summons Ultimaya Tzolkin , the true form of the Ultimate God . Setting one card face down , Ascension Sky Dragon appears on Goodwin ' s field which shocks both Yusei and Jack . Goodwin explains that this is the effect of Ultimaya Tzolkin , it causes both players to only place down one card per turn but when Goodwin does so he can Special Summon one Duel Dragon to the field . Goodwin activates the effect of Ascension allowing it to gain 4000 attack points due to have four cards in his hand . Goodwin attacks Yusei ' s Stardust with his Ascension . Yusei activates his monster effect to prevent his monster from being destroyed but the floor Yusei was riding on is destroyed causing Yusei to fall . Yusei suddenly recalls Roman ' s last words to save his brother and activates his Shining Armored Sense to allow him to fly . Yusei reaffirms his promise to Roman and vows to defeat Rex and the Ultimate God . Goodwin informs Yusei that even though its attack point is zero , Ultimaya Tzolkin ' s effect prevents it from being targeted for an attack while a Duel Dragon is on the field . Yusei replies if that ' s the case all he has to do is take out Ascension . Activating Scar - Dragon Whip Yusei removes two cards from Goodwin ' s hand while Stardust ' s attack is increased by 500 making its attack 3000 . Due to losing two cards Ascension Sky Dragon attack points is lowered to 2000 . Stardust destroys Ascension while Yusei strikes Goodwin with his Sense . Goodwin , annoyed that he received damage , activates his trap Reincarnation Sprout which allows Goodwin to set a card face down if his monster is destroyed . Due to this Ultimaya Tzlokin ' s effect activates Special Summoning Jack ' s Hot Red Dragon Archfiend to the field much to the latter ' s shock . Yusei ends his turn while Goodwin begins his . Setting down another card Ultimaya ' s effect Special Summons Akiza ' s Black Rose Moonlight Dragon to the field . Because it was Special Summoned Black Rose ' s effect activates sending Stardust back to Yusei ' s hand leaving his field wide open . As Scar - Dragon Whip was destroyed when Stardust was sent back Goodwin regains the cards that were removed from play earlier . Goodwin activates Red Dragon ' s effect to destroy all monsters on his field , destroying Black Rose . However Ultimaya survives due to its effect preventing itself from being destroyed . Goodwin proceeds to attack with Red Dragon but Yusei activates his face down Stardust Re - Spark bringing back Stardust Spark Dragon and immediately activates its effect . Yusei insults Goodwin claiming that he is not a true God as he is merely relying on the Duel Dragon ' s power . Annoyed by Yusei ' s arrogance , Goodwin actives the Quick - Play Spell Flight of the Duel Dragons , removing Red Dragon from the field while setting three cards face down . Ultimaya ' s effect activates again Special Summoning Ancient Pixie Dragon , Power Tool Mecha Dragon , and Blackfeather Darkrage Dragon to the field . Goodwin corrects Yusei , he and the Ultimate God don ' t rely on the Duel Dragons . Rather they offer themselves to serve them . Chapter guide . The " Yu - Gi - Oh ! 5D ' s " chapters are called " Rides " , so , instead of " Chapter 1 " , you should look for " Ride 1 " , for example .