Yu - Gi - Oh ! - Episode 116 " Brothers in Arms , Part 3 " , known as " Save Mokuba ! The Fated Seventh Turn " in the Japanese version , is the one hundred and sixteenth episode of the " Yu - Gi - Oh ! " anime . It first aired in Japan on July 30 , 2002 and in the United States on February 21 , 2004 . Featured Duel : Seto Kaiba vs . Noah Kaiba , Part 3 . " Duel continues from previous episode . " Seto has 700 Life Points remaining and controls " Different Dimension Dragon " ( 1400 / 1500 ) and " Twin - Headed Thunder Dragon " ( 2800 / 2100 ) in Attack Position . Both monsters are affected by the effect of " Dragon ' s Rage " . Noah has 600 Life Points remaining and controls " Giant Soldier of Stone " ( 1300 / 2000 ) in Defense Position . Turn 11 : Seto Noah has just summoned a brain - washed Mokuba to use as a shield to protect himself just as Seto was about to attack " Giant Soldier of Stone " with " Twin - Headed Thunder Dragon " . Seto calls off his attack . Turn 12 : Noah Noah draws . He then activates his Deck Master ' s secondary effect to remove every monster in " Shinato ' s Ark " from play and increase his Life Points by 500 for each one . Twelve monsters are removed from play ( Noah 400 → 6400 ) . Noah then activates " Dark Hole " to destroy all monsters on the field ( Seto ' s " Different Dimension Dragon " stays in play because " Dark Hole " doesn ' t target it ) . " Giant Soldier of Stone " and " Twin - Headed Thunder Dragon " go into " Shinato ' s Ark " . Turn 13 : Seto Seto draws . He then switches " Different Dimension Dragon " to Defense Position . Turn 14 : Noah Noah draws . He then Normal Summons " Gradius " ( 1200 / 800 ) in Attack Position . Noah then activates " Cyclon Laser " , equipping it to " Gradius " and increasing its ATK by 300 ( " Gradius " : 1200 → 1500 / 800 ) . Now " Gradius " can inflict piercing damage to Seto when it attacks a Defense Position monster . Noah then activates " Matter Leveler " and equips it to " Gradius " . Now when " Gradius " attacks a Defense Position monster , the ATK of " Gradius " will become equal to the DEF of the that monster plus 100 during damage calculation only . " Gradius " attacks " Different Dimension Dragon " . The effect of " Matter Leveler " activates ( " Gradius " : 1500 → 1600 / 800 ) . " Different Dimension Dragon " is not destroyed due to " Gradius " not having at least 2000 ATK , but due to the effect of " Cyclon Laser " , " Gradius " inflicts piercing damage to Seto ( Seto 700 → 600 ) . After damage calculation , the effect of " Matter Leveler " expires ( " Gradius " : 1600 → 1500 / 800 ) . Turn 15 : Seto Seto draws . He then passes his turn . Turn 16 : Noah Noah draws " Gradius ' Option " . Since Noah controls " Gradius " , he Special Summons " Gradius ' Option " ( ? / ? ) in Attack Position . Due to the effect of " Gradius ' Option " , it gains the same ATK , DEF , and effects that Noah ' s " Gradius " already has ( ? → 1500 / ? → 800 ) . " Gradius " attacks " Different Dimension Dragon " . The effect of " Matter Leveler " activates ( " Gradius " : 1500 → 1600 / 800 ) . " Different Dimension Dragon " is not destroyed due to " Gradius " not having at least 2000 ATK , but due to the effect of " Cyclon Laser " , " Gradius " inflicts piercing damage to Seto ( Seto 600 → 500 ) . After damage calculation , the effect of " Matter Leveler " expires ( " Gradius " : 1600 → 1500 / 800 ) . " Gradius ' Option " attacks " Different Dimension Dragon " . The effect of " Matter Leveler " activates ( " Gradius ' Option " : 1500 → 1600 / 800 ) . " Different Dimension Dragon " is not destroyed due to " Gradius ' Option " not having at least 2000 ATK , but due to the effect of " Cyclon Laser " , " Gradius ' Option " inflicts piercing damage to Seto ( Seto 500 → 400 ) . After damage calculation , the effect of " Matter Leveler " expires ( " Gradius ' Option " : 1600 → 1500 / 800 ) . At this point , Yugi and Seto both try to get Mokuba to come back to his senses . Mokuba starts to break ahold of Noah ' s possession . Turn 17 : Seto Seto draws " Blue - Eyes White Dragon " . He then sets a card . Seto then activates the Deck Master Ability of " Kaiser Sea Horse " to allow himself to Normal Summon a LIGHT monster with one less tribute . Seto Tributes " Different Dimension Dragon " in order to Tribtue Summon " Blue - Eyes White Dragon " ( 3000 / 2500 ) in Attack Position . " Different Dimension Dragon " goes into " Shinato ' s Ark " . Upon seeing " Blue - Eyes White Dragon " , Mokuba snaps out of Noah ' s mind control and immediately goes back to Seto ' s side . " Blue - Eyes White Dragon " attacks and destroys " Gradius " ( Noah 6400 → 4900 ) . Since " Gradius " was destroyed , " Gradius ' Option " is destroyed too due to the latter ' s final effect . Both " Gradius " and " Gradius ' Option " go into " Shinato ' s Ark " . Turn 18 : Noah Noah activates " Shinato Ark ' s " Deck Master Ability to remove all monsters in " Shinato ' s Ark " from play and gain 500 Life Points for each one removed . Five monsters are removed from play ( Noah 4900 → 7400 ) . Noah draws . Seto then activates his face - down " Last Turn " , forcing both players to discard their entire hands and choose a monster on their side of the field to battle . Seto chooses " Blue - Eyes White Dragon " while Noah chooses " Shinato ' s Ark " . Both monsters will then battle each other . All Battle Damage from this Battle Phase will be nullified and whichever player that has the monster that remains standing after the battle will be the winner . " Blue - Eyes White Dragon " attacks and destroys " Shinato ' s Ark " . The final Deck Master Ability of " Shinato ' s Ark " then activates , allowing Noah to Special Summon " Shinato , King of a Higher Plane " ( 3300 / 3000 ) in Attack Position and make it Noah ' s new Deck Master . " Shinato , King of a Higher Plane " attacks and destroys Seto ' s " Blue - Eyes White Dragon . " Due to the effect of " Last Turn " , Noah wins the Duel by default as his monster was still standing by the End Phase . Epilogue . Noah merges with his Deck Master and turns Seto and Mokuba into statues of stone . Angered , Yugi becomes Yami Yugi and challenges Noah to continue the Duel in Seto ' s place with both players ' Life Points at they were before Seto lost ( Seto 400 ; Noah 7400 ) . Noah agrees . Yami Yugi shuffles Kaiba ' s Deck with his own and takes Kaiba ' s Deck Master as his own . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .