Yu - Gi - Oh ! 5D ' s - Episode 039 " Digging Deeper , Part 3 " , known as " Descend ! The Two Earthbound Gods " in the Japanese version , is the thirty - ninth episode of the " Yu - Gi - Oh ! 5D ' s " anime . It first aired in Japan on December 24 , 2008 and in the United States on August 14 , 2009 . Summary . Akiza and Misty ' s Duel . Jack hastily rides his Duel Runner closer to the Arcadia Movement building while trying to find an entrance through the flaming symbol that is surrounding the Arcadia Movement headquarters . Meanwhile , inside , Misty informs Akiza that if she wishes to save Sayer , she may leave after defeating her , provided Akiza can actually do so . Anxiously , Akiza begins her turn . As she does so , Misty reminds her that " Black Rose Dragon " has been turned to stone and subsequently has 0 ATK , and with " Savage Colosseum " in play , it must declare an attack . " Black Rose Dragon " is forced to battle " Reptile Gorgon " . Unable to move , " Black Rose Dragon " is easily destroyed . " Black Rose Dragon " shatters and Akiza ' s Life Points drop to 2500 , causing her to feel the pain inflicted by Shadow Duel ing . She remarks that this power is on par with that of Psychic Dueling . Misty assures her that Psychic Dueling comes nowhere close to this power , the power of a Dark Signer . She asks Akiza what ' s wrong and that she seems shocked that there ' s a type of Dueling more terrifying than Psychic Dueling . Misty then calls the Black Rose Witch to bring on her power and let her see the magic that spreads fear . Akiza sighs and continues her turn . She gains 300 Life Points from the effect of " Savage Colosseum " and activates " Synchro Spirits " , removing from play " Black Rose Dragon " from her Graveyard to Special Summon its Synchro Material Monsters . " Twilight Rose Knight " and " Lord Poison " are revived . Next , she activates " Dimension Reversion " , returning " Black Rose Dragon " to her Extra Deck . Misty sees this as no trouble as she will simply destroy " Black Rose Dragon " just as many times as Akiza Summon s it . Akiza plays " Urgent Tuning " , allowing her to perform a Synchro Summon during the Battle Phase . She tunes " Twilight Rose Knight " and " Lord Poison " to Summon " Black Rose Dragon " once again . Akiza then uses " Black Rose Dragon ' s " effect to clear the field upon its Synchro Summon . All cards apart from " Savage Colosseum " , which was protected by " Field Barrier " , are destroyed in a whirlwind of petals . Seeing Akiza destroy " Black Rose Dragon " to take out her field , Misty says that she finds it refreshing , that the one called the Black Rose Witch should struggle like this to survive . Akiza still doesn ' t know what grudge Misty holds against her , but since she ' s taking a serious pass at her life , Akiza says she must also put up a serious fight . Misty argues that that ' s something Akiza has always done . She has repeatedly destroyed , under the pretext that she was saving herself , not caring how many were sacrificed in the process . Now Misty vows to make Akiza suffer the same pain that she has allotted others . Misty identifies herself and her brother as people Akiza has allotted despair upon . Akiza states that she doesn ' t know who Misty ' s brother is . That doesn ' t surprise Misty , as she claims his existence must have been nothing more than a mere drop in the bucket to Akiza . She then says that Akiza killed her brother , causing Akiza to freeze stiff and whisper back " what did you say ? " . Escaping imprisonment . Tanner breaks down the door into Luna ' s room . Luna is happy to see him and Yanagi enter . Yanagi hugs Luna , while Tanner spots Leo through the window into the next room . He instructs the other two to stand back , while he picks up a sofa and smashes it through the window . Tanner wakes up Leo and asks if he ' s okay . Leo remembers losing to Sayer and asks where is Luna , who is standing right in front of him . He is glad to see Luna is okay , although Luna points out that it should be the other way around . The four agree that they should quickly get out of the building . Misty explains that her brother died after watching one of Akiza ' s Duels at the Daimon Area . Akiza denies knowing who her younger brother is and says there were no boys at that Duel field . Misty says how her brother had admired the Black Rose Witch , causing Akiza ' s eyes to tremble . Misty notes that Akiza ' s powers could have also been used to save others . Akiza argues that she does not have such a power that can save people . Clenching a fist , she explains that she only has an accursed power , that will continue to haunt her . As Leo , Luna , Yanagi and Tanner dash down a flight of stairs , Luna detects something with her Mark of the Dragon . She infers that Akiza is Dueling and rushes in the direction of the Duel . Misty calls Akiza a fool who uses her gifted power only for her own needs and claims that had she not existed , her brother would still be alive . Misty glares at Akiza with pitch - dark eyes , vowing to make Akiza pay and fully assured that she was revived to seek revenge on her . She prompts Akiza to continue her turn . Summoning " Ccarayhua " . Luna arrives and spots Akiza dueling . Akiza Set s a card in the Spell & Trap Card Zone and ends her turn . Leo , Tanner and Yanagi then arrive and ask who it is that Akiza ' s facing . Misty begins her turn . As she raises her arm , after drawing a card , Luna spots her dark mark . She recognizes it as one of the " Earthbound Immortals " that fought the Crimson Dragon , meaning she ' s one of the Dark Signers . Yanagi recognises Akiza ' s opponent as Misty , the world ' s top model . All four spectators are shocked to see that she is a Dark Signer . Misty activates " Reptile Spawn " , removing from play " Reptile Gorgon " to Special Summon 2 " Reptile Tokens " . Next she Releases both Token s and chants " " O God which resuscitated my life , now I offer you my soul . Break free from the spell held over you for so long . ' Earthbound God Ccarayhua ' ! " " The Tokens transfigure into two purple orbs of light , which merge and fly though the hallway and out of the building . The orb turns into some sort of device , causing the birthmarks of Akiza , Luna , Jack and Yusei to ache . Yusei recognizes the pain as the pain he felt , when Kalin ' s " Earthbound Immortal " was present . Luna ' s birthmark emits a sphere of light , which surrounds her , Leo , Yanagi and Tanner . Although Luna doesn ' t know what it is , she is certain it is there to protect them . Outside the building , many residents have spotted the device summoned by Misty . All these people apart from Greiger ( who is inside a Security wagon ) transfigure into glowing streams of light , which sail through the air into the device . Greiger wonders what is going on as he helplessly watches the people being sucked by the device . Jack , who is spared from this fate as he is a Signer , realizes what is going on , as he had seen it during Yusei and Kalin ' s duel . Inside the building , Luna and her friends are protected by the sphere . The streams sail past the Duel Field . Misty tells Akiza not to worry , as a Signer ' s soul will not be taken by the arrival of an " Earthbound Immortal " , at least not until the end of their Shadow Duel ( in the dub , she says she ' s leaving Akiza for last ) . The device shoots a ray of light , which crashes into the ground , creating a cloud of dust . Jack stops his Duel Runner and sees something that terrifies even him . Inside , Akiza asks where is the monster that Misty had Summoned . Misty replies that it has been here a while , and prompts Akiza to look behind her . Akiza ' s pupils quiver and she turns her head , spotting something pass and completely block the view out a hall window . She stares at a now pitch - gray window and is shocked as it opens , revealing a massive green eye as large as the window itself . Outside , the giant lizard , " Earthbound Immortal Ccarayhua " , is at a height comparable to the building and grips onto it . Akiza slowly backs in the opposite direction . " It would appear that yet another Duel has received its outcome , " Misty states . A loud scream is heard coming from above . Akiza recognizes the voice as Sayer . She looks up and calls out his name , when she spots him plummeting to his doom . ( In the dub , this scene is absent . ) Back in Satellite , Yusei starts to worry that people in the city are going to suffer , now that an " Earthbound Immortal " has been Summoned . But in his state , there is nothing he can do right now . Outside the Arcadia Movement building , a helicopter lowers near Greiger ' s wagon . The doors to the wagon are swung open and Greiger stands to see a man in Dark Signer robes . Greiger asks who he is . The man answers that his name is Devack . Devack raises his arm , holding his Duel Disk and pulls a card from his Deck . He fires the card , " Axe of Despair " , at the floor of the wagon . The card ricochets up cutting the chains binding Greiger ' s arms and legs . Devack invites Greiger to come with them , if vengeance still burns in his heart . Summoning " Aslla piscu " . Sayer asks what ' s happening as the place shakes from Ccarayhua ' s Summoning . Carly tells him that plans are being set for his plummet into eternal darkness . Sayer again asks what happened , but Carly reminds him they are still Dueling and recommends that he fight , if he doesn ' t want to die . Sayer frowns and stands up . Carly says that she will give him a chance and makes a familiar gesture , as she tells him it will , however , only be one turn . She asks him to entertain her . Sayer thinks that Carly ' s power greatly exceeds Psychic Dueling , but seems to only activate during a Duel . In that case he must win the Duel ; he doesn ' t call himself the leader of the Arcadia Movement for nothing . Sayer begins his turn and draws " Teleport " . With " Future Visions " in play , any monster Normal Summon ed will be sent into the future , he thinks . He gets around this by activating " Teleport " , which allows him to Special Summon monsters . By paying 800 Life Points , Sayer Special Summons " Storm Caller " . Next he plays " Premature Burial " , paying another 800 Life Points , leaving him with just 200 Life Points , to Special Summon " Magical Android " from his Graveyard . He has " Storm Caller " attack " Fortune Lady Fire " , but Carly activates " Slip of Fortune " , removing from play " Fire " to negate the attack . Next , " Magical Android " attacks Carly directly , dropping her Life Points to 1600 . Sayer Summons " Psychic Commander " , who gets removed from play due to " Future Visions ' " effect . Sayer ends his turn and gains 1200 Life Points from the effect of " Magical Android " . Both players stand even at 1400 Life Points . Sayer thinks that " Psychic Commander " should return on his next turn , which he plans on tuning with " Magical Android " to Synchro Summon his Deck ' s ace monster , " Thought Ruler Archfiend " , which he can use to easily win . Carly has other plans . She begins her turn . Due to the effects of " Future Visions " and " Slip of Fortune " , " Fortune Lady Light " and " Fortune Lady Fire " return to her side of the field . She Releases both monsters and the same process that Misty used to Summon her " Earthbound Immortal " begins . Carly chants " " Now transcending five thousand years time , the doors of the underworld will open once more . May our souls be the food of the new world ! Descend forth ! ' Earthbound God Aslla piscu ' ! " " Sayer is slightly blown back as she performs the Summon . He calls Carly an idiot and third rate duelist , for the monster she Summons will be removed due to " Future Visions " . Carly reminds Sayer that his chance only lasted one turn . The effect of " Earthbound Immortal Aslla piscu " since it was removed from the field . It destroys all of Sayer ' s monsters and inflicts 800 damage per monster destroyed . Sayer asks where the monster she Summoned is . He hears a noise and turns around to see the massive hummingbird outside . Sayer is astounded that a monster can be so huge . Carly smiles and says " Begone , Sayer , into a world of darkness " . The hummingbird , " Aslla piscu " , cries out and Sayer ' s scream is heard below in Akiza and Misty ' s Duel . Aslla piscu pecks into the building , taking out Sayer ' s monsters and casting explosions all around the same floor of the building . Destruction of the building . Down below , Akiza spots Sayer falling past the inside balconies , followed by debris from the higher floors . She screams out his name , which echoes through the building . The walls begin to crack and more parts of the building fall apart . Tanner swiftly picks up the twins , as he and Yanagi dash out of the building . Misty concludes that her and Akiza ' s Duel is postponed . Tanner shouts at Akiza to run , but Yanagi says it ' s too dangerous to stick around and they must run themselves . Outside , the two " Earthbound Immortals " pull away from the building and are sucked into the shadowy matter below them . Tanner and Yanagi , each carrying a twin , exit the building , just as Jack arrives . Jack asks what happened . Tanner ' s not fully sure , but tells him that Akiza and a Dark Signer were Dueling . This confirms Jack suspicions of a Dark Signer . He asks where Akiza is now . Tanner informs him that she ' s still inside . Despite Tanner yelling back after him that it ' s too dangerous , Jack races into the building . Jack speeds up flights of stairs and stops to ask if anyone is there . He looks down and spots Carly ' s broken glasses . He recognizes them and starts calling her name , but instead hears Akiza grunt . He spots her body , picks her up and continues to call Carly . Dark Signers ' escape . Carly steps onto an outside balcony , not fully aware of what just happened . She remembers attacking Sayer and begins to panic , as she wonders whether she could really have committed such a terrible act . She is confused as she spots the strange Duel Disk and dark mark on her arms . Unable to cope with this revelation , Carly falls to her knees and cries for Jack to help her . She lowers to rest of her body to the ground and continues to cry out louder . Emerging from a cloud of smoke , Misty enters the balcony . She tells Carly that this is her destiny , and that she was chosen , like the rest of them . They won the favor of the Gods of Death . The moment death came to visit Carly , she had wished with all her might not to die , and those " Immortals " have granted them their wishes . They are no longer residents of this world ; their birthmarks bear proof of this . Carly ' s eyes continue to flood , hearing this . Misty pats her on the shoulder , telling her that it ' s going to be okay . This information is a lot to take in , but before long , Carly shall realize her destiny . Carly ' s tears don ' t stop , as she partly gets up , enough to collapse into a hug , around Misty . The helicopter that came to Greiger ' s rescue arrives and hovers over the two . Featured Duels . Akiza Izinski vs . Misty Tredwell . Turn 3 : Akiza Akiza draws . Due to the second effect of " Savage Colosseum " , " Black Rose Dragon " ( 0 / 1800 ) is forced to attack " Reptile Gorgon " ( 1500 / 1400 ) . " Reptile Gorgon " destroys " Black Rose Dragon " ( Akiza 4000 → 2500 ) . The first effect of " Savage Colosseum " activates ( Akiza 2500 → 2800 ) . Akiza activates her face - down " Synchro Spirits " to remove from play " Black Rose Dragon " from her Graveyard and Special Summon " Twilight Rose Knight " ( 1000 / 1000 ) and " Lord Poison " ( 1500 / 1000 ) from her Graveyard in Attack Position . Akiza then activates her face - down " Dimension Reversion " to return " Black Rose Dragon " from the Removed from Play Zone to her Extra Deck . Akiza then activates her face - down " Urgent Tuning " to Synchro Summon one Synchro Monster during the Battle Phase . She tunes " Lord Poison " with " Twilight Rose Knight " in order to Synchro Summon " Black Rose Dragon " ( 2400 / 1800 ) in Attack Position . Akiza then activates the first effect of " Black Rose Dragon " to destroy all cards on the field . All cards except " Savage Colosseum " are destroyed ( due to " Field Barrier " ) . Akiza Set s a card . " Seed of Deception " is the last card in Akiza ' s hand . Turn 4 : Misty Misty draws . She then activates " Reptile Spawn " to remove from play " Reptile Gorgon " from her Graveyard and Special Summon two " Reptile Token s " ( 0 / 0 for both ) in Attack Position . She then Tributes both Token s in order to Tribute Summon " Earthbound Immortal Ccarayhua " ( 2800 / 1800 ) in Attack Position . The Duel is then interrupted and postponed , as the building begins to fall apart . Sayer vs . Carly Carmine . Turn 3 : Sayer Sayer draws " Teleport " and subsequently activate s it . Now if Carly has monsters on her field , but Sayer has none , he can pay 800 Life Points to Special Summon a Psychic - type monster from his hand . Sayer activates the effect of " Teleport " ( Sayer 1800 → 1000 ) to Special Summon " Storm Caller " ( 2300 / 2000 ) in Attack Position . He then activates " Premature Burial " to pay 800 Life Points ( Sayer 1000 → 200 ) and Special Summon " Magical Android " ( 2400 / 1700 ) from his Graveyard in Attack Position . " Storm Caller " attacks " Fortune Lady Fire " , but Carly activates her face - down " Slip of Fortune " to remove from play " Fortune Lady Fire " and negate the attack . " Magical Android " attacks directly ( Carly 4000 → 1600 ) . Sayer Normal Summon s " Psychic Commander " ( 1400 / 800 ) in Attack Position . The effect of " Future Visions " activates , removing from play " Psychic Commander " until Sayer ' s next Standby Phase . On Sayer ' s End Phase , the effect of " Magical Android " activates ( Sayer 200 → 1400 ) . Sayer intends for " Psychic Commander " to return to his field during his next Standby Phase . Once that is done , Sayer plans to tune " Magical Android " with " Psychic Commander " in order to Synchro Summon " Thought Ruler Archfiend " . Turn 4 : Carly Carly draws " Earthbound Immortal Aslla piscu " . On Carly ' s Standby Phase , " Fortune Lady Light " returns to her side of the field ( ? → 200 / ? → 200 ) in Attack Position due to the effect of " Future Visions " . At the same time , the last effect of " Slip of Fortune " returns " Fortune Lady Fire " ( ? → 400 / ? → 400 ) to the field in Attack Position . Carly Tribute s her two monsters in order to Tribute Summon " Earthbound Immortal Aslla piscu " ( 2500 / 2500 ) in Attack Position . The effect of " Future Visions " activates , removing from play " Aslla piscu " . This activates the effect of " Aslla piscu " , destroying all of Sayer ' s monsters and inflicting 1600 damage to Sayer ( Sayer ' s Life Points are not shown hitting 0 ) . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .