Yu - Gi - Oh ! - Episode 118 " Noah ' s Final Threat , Part 2 " , known as " LP 10 , 000 vs . 100 ! ! " in the Japanese version , is the one hundred and eighteenth episode of the " Yu - Gi - Oh ! " anime . It first aired in Japan on August 18 , 2002 and in the United States on March 6 , 2004 . Featured Duel : Yami Yugi vs . Noah Kaiba - Part 2 . " Duel continues from previous episode . " Yami Yugi has 100 Life Points remaining and controls " Big Shield Gardna " ( 100 / 2600 ) and " Kuriboh " ( 300 / 200 ) in Attack Position and one set card . Noah has 8200 Life Points remaining and controls " Yamata Dragon " ( 2600 / 3100 ) in Attack Position and " Spring of Rebirth " . Turn 32 : Noah Noah ' s " Yamata Dragon " has just attacked " Kuriboh " , but Yugi activates his face - down " Nutrient Z " to increase his Life Points by 4000 before Damage calculation ( Yugi 100 → 4100 ) . " Yamata Dragon " then destroys " Kuriboh " ( Yami Yugi 4100 → 1800 ; Noah 5900 → 8200 ) . Noah then activates " Sebek ' s Blessing " to gain Life Points equal to the Battle Damage Yugi just took ( Noah 8200 → 10500 ) . At the End Phase , " Yamata Dragon " returns to Noah ' s hand due to its own effect ( Noah 10500 → 11000 ) . Turn 33 : Yami Yugi Yami Yugi draws " Alpha The Magnet Warrior " and subsequently Normal Summons it ( 1400 / 1700 ) in Attack Position . " Alpha the Magnet Warrior " attacks directly ( Noah 11000 → 9600 ) . Turn 34 : Noah Angered that he failed to defeat Yugi in his previous turn , Noah decides to turn one of Yugi ' s friends to stone for every turn he takes , starting with Tristan Taylor . Noah draws " Inaba White Rabbit " and subsequently Normal Summons it ( 700 / 500 ) in Attack Position . " Inaba White Rabbit " attacks directly via its own effect ( Yugi 1800 → 1100 ; Noah 9600 → 10300 ) . At the End Phase , " Inaba White Rabbit " returns to Noah ' s hand due to its own effect ( Noah 10300 → 10800 ) . Turn 35 : Yami Yugi Yami Yugi draws " Dark Renewal " . He then Sets a card ( " Dark Renewal " ) . Yami Yugi then Tributes " Alpha The Magnet Warrior " in order to Tribute Summon " Dark Magician Girl " ( 2000 / 1700 ) in Attack Position . Since there is one " Dark Magician " in Yugi ' s Graveyard , " Dark Magician Girl " gains 300 ATK due to its own effect ( " Dark Magician Girl " : 2000 → 2300 / 1700 ) . " Dark Magician Girl " attacks directly ( Noah 10800 → 8500 ) . Turn 36 : Noah At this point , Noah turns Serenity Wheeler to stone . Noah draws . He then Normal Summons " Inaba White Rabbit " ( 700 / 500 ) in Attack Position . Yugi then activates his face - down " Dark Renewal " to " Big Shield Gardna " and Noah ' s " Inaba White Rabbit " and Special Summon " Dark Magician " from his Graveyard ( 2500 / 2100 ) in Attack Position ( " Dark Magician Girl " : 2300 → 2000 / 1700 ) . Noah then sets a card . Turn 37 : Yami Yugi Yami Yugi draws " Magician of Black Chaos " . He then activates " Dark Magic Ritual " to Tribute " Valkyrion the Magna Warrior " from his hand and Ritual Summon " Magician of Black Chaos " ( 2800 / 2600 ) in Attack Position . " Dark Magician " , " Dark Magician Girl " , and " Magician of Black Chaos " all attack directly , but Noah activates his face - down " Chaos Barrier Field " to negate the attack and force " Magician of Black Chaos " and " Dark Magician Girl " to battle instead . " Magician of Black Chaos " destroys " Dark Magician Girl " ( Yugi 1100 → 300 ; Noah 8500 → 9300 ) . The last effect of " Chaos Barrier Field " then ends the Battle Phase . Turn 38 : Noah At this point , he offers Yugi to forfeit the Duel . If he does so , he ' ll free everyone except Seto and Mokuba . However , Joey Wheeler interferes and says that Seto would want him to win even though they ' re rivals . Not wanting any interference , Noah turns Joey to stone . Yami Yugi then refuses the offer and the Duel continues . Noah draws . He then sets a monster and sets two cards ( He arrogantly shows Yugi one of them , " Ground Breaking " , boasting that knowing what it was wouldn ' t help him ) . Turn 39 : Yami Yugi Yami Yugi draws Card Destruction . Noah activates his face - down " Ground Breaking " to add " Inaba White Rabbit " from his Graveyard to his hand . Noah intends to summon " Inaba White Rabbit " on his next turn , so he can use it to attack directly through its own effect and win . Yami Yugi then activates " Card Destruction " to force both players to discard their hands and draw the same amount of cards they discarded . ( At this point , Yami Yugi ' s hand is empty , so he doesn ' t have any cards to discard . ) " Magician of Black Chaos " attacks and destroys Noah ' s set monster . It is revealed to be " Otohime " . Since " Otohime " was flipped face - up , its effect activates , allowing Noah to switch " Dark Magician " to Defense Position . Noah then activates his face - down " Vessel of Illusion " to Special Summon a " Spirit Token " with the same Level , Type , Attribute , ATK and DEF as the Spirit Monster that was just destroyed ( 0 / 100 ) in Defense Position . Turn 40 : Noah Noah draws . He then almost turns Téa Gardner to stone , but she still shows confidence and cheers for Yugi . He then lets her stay until the end of his turn . Noah then activates " Change of Heart " to take control of Yugi ' s " Dark Magician " until the end of the turn . Noah then Tributes " Dark Magician " and his " Spirit Token " in order to Tribute Hino - Kagu - Tsuchi " ( 2800 / 2900 ) in Attack Position . He then activates " Flaming Fist " , increasing " Hino - Kagu - Tsuchi ' s " ATK by 200 ( " Hino - Kagu - Tsuchi " : 2800 → 3000 / 2900 ) . Now if " Hino - Kagu - Tsuchi " inflicts Battle Damage this turn , " Flaming Fist " will increase Noah ' s Life Points by 500 . " Hino - Kagu - Tsuchi " attacks and destroys " Magician of Black Chaos " ( Yugi 300 → 100 ; Noah 9300 → 9500 ) . The second effect of " Flaming Fist " activates ( Noah 9500 → 10000 ) . Noah then activates " Spiritual Energy Settle Machine " . Now any and all of Noah ' s Spirit monsters like " Hino - Kagu - Tsuchi " will remain face - up on the field and they don ' t return to his hand on the End Phase even if they were Normal Summoned or flipped face - up . Also during each of his End Phases , he must discard a card to keep " Spiritual Energy Settle Machine " on the field or else it will be destroyed . On Noah ' s End Phase , he discards a card to keep " Spiritual Energy Settle Machine " in play . At the same time , the effect of " Flaming Fist " expires ( " Hino - Kagu - Tsuchi " : 3000 → 2800 / 2900 ) . Noah keeps his word and turns Téa to stone . At this point , Yami Yugi is about to give up , but Yugi shows him that his friends are always with him and are still counting on him . This is enough to encourage Yami Yugi to continue the Duel . Turn 41 : Yami Yugi Yami Yugi draws " Card of Sanctity " and subsequently activates it to make both players draw until they hold six cards ( Yami Yugi and Noah both draw six cards each ) . Yami Yugi then activates " Monster Reborn " to revive Seto ' s " Blue - Eyes White Dragon " ( 3000 / 2500 ) in Attack Position ( as this Duel is a continuation of the Duel between Seto and Noah ) . He then " Polymerization " to fuse " Blue - Eyes White Dragon " with two other " Blue - Eyes White Dragons " in his hand and Fusion Summon " Blue - Eyes Ultimate Dragon " ( 4500 / 3800 ) in Attack Position . Yami Yugi then activates " Quick Attack " to allow " Blue - Eyes Ultimate Dragon " to attack the turn it was summoned ( NOTE : Not necessary in the real game , but this Duel uses Battle City Rules ) . " Blue - Eyes Ultimate Dragon " attacks and destroys " Hino - Kagu - Tsuchi " ( Noah 10000 → 8300 ) . Yami Yugi then " De - Fusion " to return " Blue - Eyes Ultimate Dragon " to the Fusion Deck and revive all three " Blue - Eyes White Dragons " ( 3000 / 2500 each ) in Attack Position . All three " Blue - Eyes White Dragons " attack directly . " Duel concludes next episode . " Featured cards . The following cards appeared in this episode . Cards in italics debuted here .