Yu - Gi - Oh ! 5D ' s - Episode 045 " Mark of the Spider : Part 1 " , known as " Battle ! The Man with the Spider Birthmark ! " in the Japanese version , is the forty - fifth episode of the " Yu - Gi - Oh ! 5D ' s " anime . It first aired in Japan on February 11 , 2009 and in the United States on August 8 , 2009 . Summary . The helicopter . Carly looks out over a balcony as thunder cracks throughout the sky around the B . A . D . , while the Signers are transported via helicopter to Satellite . Inside the helicopter Akiza asks Mina about the Original Ener - D Reactor and Yusei ' s father . Mina describes the Zero Reverse incident , which was caused by the Original Ener - D Reactor in what is today the deepest parts of Satellite , and tells them that Yusei ' s father was the supervisor of the R . R . D . . While the others come to realize the fate of Yusei ' s father , Akiza thinks to herself that this must be why Yusei regards family as high importance . Trudge , who is piloting the helicopter , turns his head back to ask why a Satellite - native was in charge of such a project . To Trudge ' s surprise , Jack replies that Yusei was born in the city . Having referred to Yusei as a " Satellite scumbag " for quite a while , Trudge notes how he wasn ' t actually one all this time . " I was born in Satellite . So what ? " Jack angrily replies , promptly causing Trudge to drop the matter . After bringing up how unusual the lightning is and the danger associated to the passengers attention , Trudge suggests turning back , but Mina won ' t have it . Yusei puts his hand on Trudge ' s shoulder and points down telling Trudge to land . Trudge complies after Mina orders him to and then shakes Yusei ' s hand off his shoulder . Martha ' s refuge . The helicopter comes down outside Martha ' s refuge . The group is greeted by Martha , Blister and two children as they emerge . Martha is particularly happy to see Jack , after him being away for so long . She reminds him of an old policy they went by , saying " A king always . . . " and holding out her hand . Yusei smirks and Jack reluctantly kneels down and finishes her sentence , " A king always shows respect to a lady " and kisses her hand . She furthers Jack ' s embarrassment by giving him a hug . A group of children flock around Yusei to greet him . Leo and Luna are surprised to see Satellite is far from what they pictured it to be . Leo had imagined it to be more scary , while Luna didn ' t think children would be so happy in a place like this . To Trudge , Satellite has always been the same . Blister approaches him to ask why a guy like him is tagging along . Trudge recognizes him from when he had assisted Yusei escape the security warehouse , giving Trudge a massive kick in the process . Trudge remarks that he came here under Director Goodwin ' s orders and teases Blister for coming here by choice . Two children are intimidated by his presence . As he turns and asks what , they run away . Trudge shrugs it off ; he sees no value in being popular amongst those " brats " , but look at Mina and thinks it is different in her case . On the contrary , he embraces the respect one boy , Taka , gives him after asking if he ' s part of Security and says he ' d love to wear that uniform . Inside , the gang hears Martha ' s account of the black fog phenomenon ; after the fog had cleared , anyone that was within it had disappeared . The fog hadn ' t reached them , so they were spared . Rally , Blitz , Tank and Nervin , on the other hand , have not returned and may have fallen victim to the fog . Martha is glad to see Yusei has turned Akiza and asks if he ' s still afraid of Kalin ( in the dub version , Martha said Yusei was right and that Akiza was very pretty ) . Although Yusei is still afraid of Kalin and his " Earthbound Immortal " card , he says he has a lot of friends on his side . Jack interrupts to remind Yusei that he himself hasn ' t become anyone ' s friend . Regardless , Yusei continues and says once he has a sense of camaraderie , he should be able to overcome those fears . After all , Kalin was once his friend too . Martha is proud to hear this and offers the group to stay the night and have dinner as it is getting late . Outside , Trudge talks to himself . He discharges Yusei ' s idea of camaraderie and proceeds to pick a flower for Mina . After imagining giving it to her and tittering to himself , he notices Taka is watching . He unsuccessfully attempts to shoo the boy away as he peers around the corner to see Mina , who is with Jack . Mina questions Jack about why he came to Satellite if he doesn ' t regard these people as his friends . Although Jack replies that he has questions he want to ask , Mina concludes that her assumptions were right and it ' s about Carly ( in the dub version , she confesses to Jack that she might have feelings for him , to which Jack says of course she does , and finishes saying but they ' re talking abouut Carly right now ) . Distressed , she tells Jack she won ' t have it , but Jack accuses her of taking this too lightly and states that he owes Carly and must use any means to save her , if she is in pain . Jack then parts , leaving an upset Mina repeating his name . Trudge suffers a similar heartbreak as he sees Mina loves Jack . Martha secretly sneaks up on Trudge , seizes him by the ear and drags him inside , where she forces him to help prepare dinner , despite being a guest . As Trudge is also made to clean the toilets , Taka offers to help and starts sweeping the floor . After Trudge accuses Martha of being a slave driver , she asks has it not taken his mind off things . Trudge pauses and realizes she is right . Martha explains that keeping yourself busy makes the grief of a broken heart no big deal and that everyone in Satellite must find ways of coping with hardship . She tells him how Taka had lost his father in a robbery ( In the dub , he lost his home in a fire ) , but will always remember the Security officers , who risked their lives to save his father . For that reason , Taka wants to join Sector Security in the future . Trudge is touched , but reminds her that Satellite natives can ' t join Security . Martha replies that nothing is absolutely impossible in this world . Taka finishes cleaning the toilet with a happy smile on his face . At dinner time , the children at the refuge enjoy the stew . Taka tells them that Trudge made it , causing those who know Trudge to look at him oddly , while the other children look up in gratitude and thank him . Jack just ignores it and chucks a piece of bread into his mouth . Trudge blushes and takes a spoon of the stew , burning is mouth , followed by a full glass of water . Over the meal , Yusei tells the children that once the Dark Signers are defeated , a bridge connecting Satllite and New Domino will be built , eliminating the discrimination between the cities and allowing the children to be who they want to become . As Taka praises Yusei , Trudge realizes that this means Taka will be able to join Security . ( In the dub , he also hopes that this will make him worthy for Mina . ) The Dark Signer . Suddenly with a strike of lightning , the glass from the window shatters and the Dark Signer , Roman appears outside . Roman introduces himself and holds up his birthmark . Yusei recognizes the birthmark as the spider geoglyph that tore up Satellite in the vision , and fears that tragedy may happen soon . Roman imposes a Duel and Jack rises up to confront Roman . Yusei stops Jack and explains that if they duel here , people will get swallowed up when the flaming geoglyph appears . He instructs Jack to take the others to safety and opens the window to tell Roman that he shall be facing him . As Yusei detaches his Duel Disk from his Duel Runner , Akiza tells him she ' s coming with him . While Jack escorts everyone else out , Trudge calls back to three boys to hurry up . One of the three , Taka , tells the other two , John and Mitch , that the Dark Signers are the guys who took Crow and the others and plots to get payback . Out in an abandoned street , Yusei and Roman prepare to Duel , while Akiza stands with Yusei . The purple flames surround the premises forming the spider shape . Akiza notices it ' s too small to be the one from their vision . Jack and Luna ' s birthmarks glow , signaling Yusei and Roman ' s Duel has begun . As Martha guides the party into a room , the two young girls tell her that Taka , John , and Mitch are missing . Martha and Jack dash outside and spot the spider mark in the sky . Jack tries to call Martha back as she dashes in its direction , but Trudge quickly runs after her . Yusei goes first and Summons " Shield Wing " in Defense Mode . He ends his turn . Roman begins his turn , activating a Field Spell Card , " Spider Web " . He then Special Summon s the Dark Tuner , " Spider Cocoon " , with its own effect . Next he Summons " Dark Spider " and uses its effect to raise " Spider Cocoon ' s " Level to 7 . Dark Tuning his 2 monsters , he performs a Dark Synchro Summon as he chants " " When the shadows are devoured by even darker shadows , the curtain pulls back and reveals a world without light ! Come forth , Underground Arachnid ! " " , Summoning " Underground Arachnid " . ( In the Japanese version the chant is " " When dark overlaps with dark , the doors of the underworld will open to a world without light . Dark Synchro ! Show yourself , Underground Arachne ! " " ) He uses its effect wrap a web around " Shield Wing " and to equip itself with " Shield Wing " . " Underground Arachnid " attack s Yusei , tossing him back and dropping his Life Points to 1600 . Roman Set s 1 card in his Spell & Trap Card Zone and ends his turn . Yusei gets back on his feet and begins his turn . He Summons the Tuner , " Road Synchron " and activates " One for One " , discarding " Quillbolt Hedgehog " to Special Summon " Tuning Supporter " from his hand . He revives " Quillbolt Hedgehog " with its own effect and tunes his 3 monsters to perform a Synchro Summon . The effect of " Tuning Supporter " causes its Level to change to 2 . He chants " " Clustering hopes will evoke a new horizon . Become the path its light shines upon . Synchro Summon ! Dash onward , Road Warrior ! " " as he Summons " Road Fighter " . Yusei draws a card , due to the effect of " Tuning Supporter " . Using its " Lightning Claw " attack , " Road Fighter " attacks " Underground Arachnid " . Roman ' s Life Points drop by 600 , but " Underground Arachnid " uses " Shield Wing " as a shield , having it get destroyed instead . " Spider Web " suspends " Road Fighter " in webs and forces it into Defense Mode . Roman explains that next turn he will be able to use the effect of " Underground Arachnid " to equip itself with " Road Fighter " and attack Yusei directly once more , winning the Duel . Yusei uses the effect of " Road Fighter " to Special Summon " Turbo Booster " . Yusei thinks of Rally as he does so . Using " Turbo Booster ' s " effect Yusei destroys " Underground Arachnid " . Akiza then spots John and Mitch rushing over to cheer for Yusei . She and Yusei fear for the two boys . Since they are not Signers , they could get sacrificed to Summon an Earthbound Immortal " . Roman activates " Altar of the Bound Deity " and explains how it can be used to Summon an " Earthbound Immortal " monster . Taka searches around nearby for John and Mitch , while Trudge and Martha are still making their way to the scene . Yusei thinks to himself that he has no option but to win , before the " Earthbound Immortal " is Summoned . Featured Duel : Yusei Fudo vs . Roman Goodwin . Turn 1 : Yusei Yusei draws " Shield Wing " and subsequently Normal Summons it ( 0 / 900 ) in Defense Position . Turn 2 : Roman Roman draws . He then activates " Spider Web " . Now when a non - Insect - type monster Yusei controls attacks , it is switched to Defense Position at the end of the Damage Step and it can ' t change its Battle Position until the End Phase of Yusei ' s next turn while " Spider Web " is face - up on the field . He then Special Summon s " Dark Tuner Spider Cocoon " ( 0 / 0 ) in Attack Position as Yusei controls monsters , but Roman doesn ' t . Roman then Normal Summons " Dark Spider " ( 0 / 0 ) in Attack Position . He then activates the effect of " Dark Spider " to increase the Level of " Dark Tuner Spider Cocoon " by two until the End Phase . ( " Dark Tuner Spider Cocoon " : Level 5 → 7 ) . Roman then dark tunes " Dark Spider " with " Dark Tuner Spidere Cocoon " in order to Dark Synchro Summon " Underground Arachnid " ( 2400 / 1200 ) in Attack Position . Roman then activates the second effect of " Underground Arachnid " to equip itself with Yusei ' s " Shield Wing " . " Underground Arachnid " attacks directly ( Yusei 4000 → 1600 ) . Roman Set s a card . Turn 3 : Yusei Yusei draws " Road Synchron " and subsequently Normal Summons it ( 1600 / 800 ) in Attack Position . Yusei then activates " One for One " to send " Quillbolt Hedgehog " from his hand to the Graveyard and Special Summon " Tuningware " ( 100 / 300 ) from his hand in Attack Position . Yusei then activates the first effect of " Quillbolt Hedgehog " to revive itself ( 800 / 800 ) in Attack Position as a Tuner monster is present on Yusei ' s side of the field . Yusei then tunes " Quillbolt Hedgehog " and " Tuningware " ( who is treated as a Level 2 monster through its first effect ) with " Road Synchron " in order to Synchro Summon " Road Fighter " ( 3000 / 1500 ) in Attack Position . Since " Quillbolt Hedgehog " has left the field , it is removed from play due to its second effect . Since " Tuningware " was sent to the Graveyard for a Synchro Summon , its effect allows Yusei to draw a card . " Road Fighter " attacks " Underground Arachnid " , but Roman destroys " Shield Wing " to prevent his monster ' s destruction ( Roman 4000 → 3400 ) . The first effect of " Spider Web " activates , switching " Road Fighter " to Defense Position at the end of the Damage Step . Roman ' s hand is shown to contain " Grand Spider " and " Reload " . Yusei activates the effect of " Road Fighter " to Special Summon " Turbo Booster " ( 0 / 0 ) from his Deck in Attack Position . He then Tribute s " Turbo Booster " in order to activate its effect , destroying " Underground Arachnid " . Roman then activates his face - down " Altar of the Bound Deity " . Now during each of Roman ' s Standby Phases , an Earthbound Immortal Counter will be placed on " Altar of the Bound Deity " for each Defense Position monster on the field . When there are at least four Earthbound Immortal Counters on " Altar of the Bound Deity " , Roman can send it to the Graveyard and Special Summon an Earthbound Immortal from his Deck . Mistakes . Dub Mistakes . These following mistakes are created by the dubbed version : Featured cards . The following cards appeared in this episode . Cards in italics debuted here .