Yu - Gi - Oh ! 5D ' s - Episode 116 " Momentum Express Development Agency " is the one hundred and sixteenth episode of " Yu - Gi - Oh ! 5D ' s " . Summary . Momentum Express . At the Momentum Express building , Yusei , Bruno and Sherry are present wearing Bolton & Company costumes . Yusei comments that this is where they will find some clues about Iliaster . " And find clues on my father ' s killers " , Sherry adds . A flashback shows the three of them with Jack and Crow at the Bolton & Company building . They ask Rick about what he knows about Momentum Express . Rick replies that Momentum Express is a private manufacturing company . Bolton & Company were commissioned by them to build an Ener - D engine . Duel Runner s have such engines built in , but the original Ener - D was a large particle accelerator unit a couple of kilometers to tens of kilometers in diameter . Momentum Express is currently receiving financial support from the world , while he develops the Ener - D in the device . Bruno understands that Momentum Express are Bolton & Company ' s business giants . The company is shrouded in mystery and is reaching for some kind of space development program , Rick informs them . From just listening , Jack suspects something suspicious . Sherry asks why Rick can ' t investigate who they are . The company always have their doors closed , he replies . Rick gets an idea . He takes out his schedule . His company ' s staff are going to be testing the new engine soon , so he offers them to disguise themselves as his employees to sneak in . Yusei asks if Rick is really able to do this . Apologizing for what happened during the World Racing Grand Prix , he says that he can and is willing to cooperate while they try to find out the truth . Although , he asks that they fill out their report to him . When Yusei , Bruno , and Sherry arrive , they meet the company ' s Director , Clark , who asks if they are with Bolton & Company . Yusei , Bruno , and Sherry introduce themselves as " Daniel " , " Timothy " , and " Eva " respectively . Clark introduces himself as the one in charge here , Clark . He is a bit disappointed that Bolton couldn ' t make it , but says that Bolton and his company are still among his many friends and Bolton has created many great Duel Runners . Bruno thanks Clark for his kind words . Sherry asks if she ' s met Clark before , to which he replies no , he doesn ' t think so . As Clark moves on to the rest of the course , Bruno turns to Sherry and asks if she has met him before , to which Sherry replies " maybe " . As the four of them go up an escalator , a beam is shot vertically out of the building . The escalator stops and Clark says that it is not often the one to get Infinity up and running . Yusei , Bruno and Sherry look at each other and shrug , wondering what Infinity is . The elevator starts again and takes them to the top . A platform closes over the machine that fired the beam . Outside , Clark introduces the machine as Infinity . Yusei asks what it is and Clark explains that it is a matter transporter device , currently being studied by his company . Inside the machine , Planetary Particle run at high speeds to create a dimensional distortion . It then uses a , which is used to transfer material . If they continue to work on it , they may no longer need to send rockets into space . Yusei notices a Level 10 doorway nearby . Clark asks what the matter is , and he replies : " Nothing . " While Sherry compiles the report and Yusei test drives the Duel Runners through a series of tubes , Bruno hacks into the system in an attempt to find information about Iliaster . Bruno is surprised that he could hack from the inside and proceeds to investigate the inner workings of the company as much as possible . The concept design of Infinity appears on the screen of his computer as he does so . Zora ' s house . At Zora ' s house , Lazar sits in front of a mirror with a hair brush in one hand , a hair straightener in the other and rollers in one side of his hair . He starts to worry and asks if the Momentum Express headquarters is really the home of the true enemy . He believes that sneaking in there is a fearless and reckless thing to do . However is there is a connection between Momentum Express and Iliaster , he is sure that Yusei will probably find it . He gets annoyed over the hair straighteners not working as usual . Jack grunts and points out that while they are believing in Yusei , Lazar is worrying about his hair . There ' s more important things going on than that useless stuff . He proceeds to take a sip from his coffee , but is distracted by Crow whose earring has just fallen out while he was cooking . Jack calls that useless too and is about to get back to his coffee , but is interrupted again when Leo , who was cleaning a window , knocks over a vase of flowers , smashing it off the ground . Luna comes down from a ladder over this , but Leo tells her not to worry and the two of them collect the broken parts . Jack calls this useless too and finally gets the cup close to his mouth , only for the handle to break and leave the cup fall and spills hot coffee on himself , and he while tries shaking it off , Lazar ' s hair rollers pop out . Momentum Express . Infiltrating the office . Yusei , Sherry and Bruno are at the restaurant Lucky Burger eating lunch . Bruno has his laptop out , but reports that they still haven ' t found any information on Iliaster . The person who should be in contact with the company is the director , Sherry says , and they only have a few hours left before the afternoon test run . They only place that they haven ' t investigated is Infinity , Bruno says . Sherry wonders if there is something there . However it will be hard to get information as the place is heavily protected , Bruno explains . Yusei remembers the Level 10 doorway he saw earlier and insists that what is important is behind there . But that place is only for certain employees , Bruno informs him , and if he wants to access the high levels , he will need to have an access key . Yusei asks if they think the director has one . Bruno had been thinking the same thing and points out that the director should be having lunch right now . Sherry sees what he is getting at and says that means the director ' s office should be empty . The three of them get up to go check it out . As Yusei , Sherry and Bruno rush to Clark ' s office , they are seen on security cameras . Once inside the office , they start searching for the access key . Yusei picks up a remote and turns on a TV , which splits into four screens showing surveillance of the hallways . Sherry looks through some drawers and finds the access card . Yusei suggests that they get going , but then stops Bruno as Clark appears on the surveillance monitors . The Duel . When Clark enters the office , Bruno and Sherry are not in sight . Yusei says that he had been waiting for him . Clark identifies Yusei as Daniel and asks why he is here . Yusei replies that he has been waiting to Duel against him . On the desk behind Yusei , is a Deck in a glass case . Rick always says that Clark is proud of his Duels , Yusei says . Clark says that it is an honor . Meanwhile Sherry and Bruno escape through a ventilation shaft . Bruno prays that Yusei will buy them some time and thinks that if Clark realizes that the key is missing , they will be done for . Clark agrees to the Duel and takes the Deck out of the glass case . He claims to be a beginner and says that there will be some conditions attached to the Duel . The first is that there will be a different rule . Yusei wonders what this could be and Clark scatters the contents of his Deck across the table face - down . Yusei does the same at the opposite side the table . Clark announces that this shall be a Concentration Duel . Yusei is unfamiliar with this type of Duel . Meanwhile , Bruno and Sherry slide the access card giving them access through a door . Clark starts to explain the rules of a Concentration Duel ; The basic rules are essentially the same . However players must flip cards and try to announce what type of card it is as they flip it . For example , if they want to Summon a monster , they must announce that they are doing that and then flip a card . If they card meets the requirements , they can Summon the monster . Otherwise it is placed back face down . The same is true for Spell and Trap Card s . The activation timing must be correct , otherwise it is put back . Only one Spell or Trap Cards can only be activated per turn . Any of the face - down cards can be flipped over . Yusei thinks that these are simple rules . Clark declares that the second condition is that the winner takes all of the cards left on the table . He hopes that Yusei will accept . Yusei understands ; Whoever loses loses their Deck . Yusei doesn ' t like the conditions , but needs to buy Sherry and Bruno time , so he accepts . Since Yusei is unfamiliar with the rules of Concentration Dueling , Clark allows him to go first . Yusei declares that he is summoning a monster . He looks at his cards and thinks that the probability of flipping a monster is 50 - 50 . He chooses a card and flips it , but it turns out to be " Future Battle " , which is a Trap Card . Since it is not a monster , Clark tells Yusei that he must put it back face - down . Yusei thinks that this means he won ' t even know the location of cards he incorrectly turns over and puts it back thinking that it was a waste . Yusei then declares he is activating a Spell Card and flips over " Release Restraint Wave " . Although he has drawn the type of card he declared the timing is incorrect ; " Release Restraint Wave " must destroy an opponent ' s Equip Card , but since Clark has none , " Release Restraint Wave " cannot be used , so it is put back face - down . Yusei finally declares that he is activating a Trap Card , but flips over " Max Warrior " , which is a Monster Card , so it is flipped face - down again . Yusei ends his turn . It would be a waste to activate a Spell or Trap Card , Clark thinks and believes that Yusei already understands the rules of the game . Clark begins his turn . He declares that he is Summoning a monster . Yusei is surprised because the odds of activating a Spell or Trap Card should increase before Summoning a monster . Clark flips over " Hexa Knight " . He claims that luck has helped him pick this monster . Although it is Level 6 , its effect allows it to be Normal Summon ed , without Releasing , since Yusei controls no monsters . Yusei failing to Summon a monster has given him good fortune , he says . Clark attack s Yusei directly with " Hexa Knight " , lowering his Life Points to 2200 . Clark ends his turn . The key to winning involves drawing a monster Yusei thinks and this turn he knows where " Max Warrior " is . Yusei declare that he is Summoning a monster and flips over " Max Warrior " . Clark comments that it and " Hexa Warrior " both have the same ATK . However when " Max Warrior " attacks an opponent ' s monster , it gains 400 ATK due to its effect . " Max Warrior ' s " ATK rises to 2200 as it attacks " Hexa Knight " , destroying it and lowering Clark ' s Life Points to 3600 . Clark then explains " Max Warrior ' s " other effect , which halves its ATK and DEF , until Yusei ' s next turn . The ATK of " Max Warrior " drops to 900 . Yusei declares that he is activating a Spell Card , but flips a Trap Card , " Scrap - Iron Scarecrow " , so it is flipped back face - down . However Yusei now has a way to block an attack next turn . He then declares he is activating a Trap Card and flips over a Spell Card , " Prevention Star " . Clark wags his finger saying it can ' t be used , so it is flipped back face - down . However , Yusei thinks he has now developed a winning strategy ; He plans to equip " Prevention Star " to " Max Warrior " next turn , which will allow him to use " Release Restraint Wave " , which will destroy all of Clark ' s Spell and Trap Cards . Clark remarks that his opponent has done well but thinks that it would not win him the game . In his glasses , the edges of Clark ' s cards briefly shine yellow , green , or red : each of these correspond to Monsters , Spells , and Traps , which was why Clark kept getting the cards he needed . Clark declares he is activating a Spell Card , and flips over the Spell Card , " Fair Exchange " . Yusei is surprised that Clark got it right again . Clark again credits his success to luck being on his side . " Fair Exchange " lets him send three cards from his Deck to the Graveyard and send cards equal to their combined Level from Yusei ' s Deck to the Graveyard . He looks at the table to choose 3 cards to send . He flips up a " Decago Knight " , who is Level 10 . Yusei gets suspicious when the second card Clark turns over is another " Decago Knight " , but Clark calls it a coincidence . Clark says that he cannot wait to see if he gets a third one . He turns over the third " Decago Knight " and starts laughing . Yusei objects that that is impossible . Clark holds his hands before the three " Decago Knights " stating that God has apparently brought him a miracle . Yusei looks unconvinced . The combined Level of his 3 monsters is 30 , so Yusei must send 30 cards to the Graveyard . Clark holds up his hands as he says this and then slams them on the table , causing 30 of Yusei ' s cards to bounce up and turn over . Among them are " Prevention Star " , " Release Restraint Wave " and " Scrap - Iron Scarecrow " . Yusei gathers up the 30 of them and puts them aside . Clark activates the effect of " Decago Knight " . Since there are 3 of it in the Graveyard , he is able to shuffle them into his Deck . He collects all of his cards , puts them into a pile and scatters them across the table again . Finally Clark declares that he is Summoning a monster and flips over " Triangle Knight " . He ends his turn . Yusei starts his turn and the ATK of " Max Warrior " returns to normal . Clark has correctly declared the type of card 6 times in a row and even turned over the same card 3 times in a row , Yusei thinks and wonders if that is even possible . He calculates the odds of guessing the 3 cards in a row to be 10 , 000 to 1 . Yusei is convinced that Clark has the game rigged . Yusei looks at their two monster and thinks if he attacks Clark will counter and if he falls for another one of Clark ' s tricks he will lose . Clark asks Yusei what is wrong and reminds him that it ' s his turn . As Yusei wonders what he can do , the lights flicker off . Clark says not to worry ; the power shortage was caused by Infinity . Yusei notices the sheen on Clark ' s cards reflected in his glasses and realizes how his plays were so accurate . Elsewhere Sherry and Bruno are working on a computer , which blacks out . Bruno understands that this was caused by Infinity . The lights quickly go back on and the computer screen returns to where Sherry had left it and she finds a file on Iliaster . She inserts a flash drive and starts to copy the file over . Yusei says that he has the mystery solved and Clark asks what he means . Yusei announces that he is Summoning a monster and flips over " Junk Synchron " , who gets Summoned . Yusei uses its effect to Special Summon " Sonic Chick " from his Graveyard . Clark is stunned , surprised that Yusei managed to use an effect on his Graveyard to get 2 monsters at once . Yusei tunes " Junk Synchron " , " Max Warrior " and " Sonic Chick " and chants " " Clustering wishes will become a new shining star ! Become the path its light shines upon ! Synchro Summon ! Take flight , Stardust Dragon ! " " as he Synchro Summon s " Stardust Dragon " . Clark sees that Synchro Summoning a monster is easier as the Extra Deck is not affected by the table . Yusei declares that he is activating the Trap Card , " Future Battle " and is able to flip it over as he knew its position from when he flipped it earlier . This allows him to Special Summon a card from Clark ' s Deck at random . If it is a monster , it is Special Summoned to Clark ' s side of the field and " Stardust Dragon " must attack it . If " Stardust Dragon " destroys the monster , Yusei can continue to use the effect of " Future Battle " . Yusei points to one of Clark ' s cards , which turns out to be " Decago Knight " . " Stardust Dragon " attacks and destroys it with its " Shooting Sonic " attack , lowering Clark ' s Life Points to 2100 . He uses the effect of " Future Battle " twice more , each time selecting another " Decago Knight " . Clark ' s Life Points are dropped to 0 . Trap . Clark asks how this happened . Yusei responds that Clark ' s " useless tricks " won ' t work on him and picks up the remote control . Clark denies cheating , but Yusei asks " then what ' s this " and pushes a button on the remote , causing the lights in the room to go out . He explains that during the power outage Clark ' s cards were reflected in his glasses . Clark admits to being beaten and calls Yusei by his real name . Surprised , Yusei asks how he knows this . Clark switches on the monitor and shows footage of Yusei , Bruno and Sherry in a hallway . His company ' s security is about being safe , he says . Sherry is highlighted and her facial structure matches one they have on file . data on Sherry pops up . Her ID number , name and sex are RN _ 10225479 , Sherry LeBlanc and female . Her date of birth , age , address , occupation , career , birth place , height , weight and blood type are all unknown . The monitor shows Yusei opening a door . His fingerprint is read and matches one they have on file . Data on Yusei pops - up . His ID number , name , age , sex and birthplace RN _ 00001138 , Yusei Fudo , male and Neo Domino City . For his career it says " Link " . His date of birth , address , occupation , height , weight and blood type are all unknown . Clark explains that they examined their faces and fingerprints to find out who they were and knew who they were right from the start . He didn ' t think that they were going to do much , but confesses that he must have underestimated them . Yusei accuses Clark of being involved with Iliaster , but Clark thinks Yusei should worry more about his friends right now . He pushes a button on the remote triggering an alarm . Bruno and Sherry get up and run from the computer they were at . This is shown on the monitor in Clark ' s office . Yusei runs out of the room to help them . He doesn ' t take Clark ' s Deck as a prize . Yusei catches up with his friends , who show him that they have gotten hold of a file on Iliaster . They are spotted by Momentum Express employees . They run and Yusei leads them into a large room containing a shuttle . Sherry suggests that they hide inside the shuttle . When they get inside the door quickly closes behind them . They realize that it was a trap and run up to the front of the shuttle . They start banging on the window as the shuttle is transported across the room . Clark watches on his monitor and says that Yusei will now disappear between two periods . The shuttle stops over Infinity , which activates , causing Ener - D to swirl around the shuttle . Featured Duel : Yusei Fudo vs . Clark . This Duel is a Concentration Duel . Turn 1 : Yusei Yusei declares that he will Summon a monster , but flips over a Trap Card , " Future Battle " , and flips it back face - down . Yusei declares that he will activate a Spell Card and flips over " Release Restraint Wave " . Since Yusei doesn ' t meet the Activation Requirement s of " Release Restraint Wave , he flips it back face - down . Yusei declares that he will activate a Trap Card , but flips over a Monster Card , " Max Warrior " , and flips it back face - down . Turn 2 : Clark Clark declares that he is Summoning a monster and flips over " Hexa Knight " ( 6 / 1800 / 1200 ) which Clark Normal Summon s in Attack Position without any Tribute s due to Yusei controlling no monsters . " Hexa Knight " attack s directly ( Yusei 4000 → 2200 ) . Turn 3 : Yusei Yusei declares that he is Summoning a monster and flips over " Max Warrior " ( 4 / 1800 / 800 ) which Yusei Normal Summons in Attack Position ( Yusei ' s Deck : 40 → 39 ) . " Max Warrior " attacks " Hexa Knight " . Due to the first effect of " Max Warrior " , it gains 400 ATK during the Damage Step ( " Max Warrior " : 1800 → 2200 / 800 ) . " Max Warrior " destroys " Hexa Knight " ( Clark 4000 → 3600 ) . At the end of the Damage Step , the first effect of " Max Warrior " expires ( " Max Warrior " : 2200 → 1800 / 800 ) . Since " Max Warrior destroyed a monster in battle , its ATK and DEF are halved and its Level becomes 2 ( " Max Warrior " : 1800 → 900 / 800 → 400 ; : 4 → 2 ) . Yusei declares that he is activating a Spell Card , but flips a Trap Card , " Scrap - Iron Scarecrow " and flips it back face - down . He then declares he is activating a Trap Card , but he flips over a Spell Card , " Prevention Star " and flips it back face - down . Yusei plans to use " Scrap - Iron Scarecrow " to negate Clark ' s next attack and he plans to equip " Prevention Star " to " Max Warrior " on his next turn , allowing him to use " Release Restraint Wave " to destroy all of Clark ' s Spell and Trap Cards . Turn 4 : Clark Clark declares he is activating a Spell Card , and flips over " Fair Exchange " , which allows Clark to send three " Decago Knight s " from his Deck to the Graveyard and force Yusei to send cards from his Deck to the Graveyard equal to the combined Levels of the sent monsters . Each of the " Decago Knights " are Level 10 ( Yusei ' s Deck : 39 → 9 ) . Among Yusei ' s sent cards are " Prevention Star " , " Release Restraint Wave " and " Scrap - Iron Scarecrow " . Clark activates the effect of " Decago Knight " " to return his three " Decago Knights " from his Graveyard to his Deck . Clark declares that he is summoning a monster and flips over a Monster Card , " Triangle Knight " ( 3 / 900 / 900 ) which Clark Normal Summons in Attack Position . Turn 5 : Yusei On Yusei ' s Standby Phase , the second effect of " Max Warrior " expires ( " Max Warrior " : 900 → 1800 / 400 → 800 ; : 2 → 4 ) . Yusei declares that he is Summoning a monster and flips over a Monster Card , " Junk Synchron " ( 3 / 1300 / 500 ) which Yusei Normal Summons in Attack Position ( Yusei ' s Deck : 9 → 8 ) . Yusei activates the effect of " Junk Synchron " to Special Summon " Sonic Chick " ( 1 / 300 / 300 ) from his Graveyard in Defense Position with its effects negated . Yusei tunes " Max Warrior " and " Sonic Chick " with " Junk Synchron " in order to Synchro Summon " Stardust Dragon " ( 8 / 2500 / 2000 ) in Attack Position . Yusei declares that he is activating a Trap Card and flips over " Future Battle " . Now , during the Battle Phase , Yusei can target one monster he controls and reveal the top card of Clark ' s Deck . If that card is a Monster Card , that monster will be Special Summoned in face - up Attack Position on Clark ' s side of the field , but if it ' s not , that card will be destroyed . The targeted monster must then attack the summoned monster this turn . If the targeted monster destroys the summoned monster by battle , Yusei can activate the effect of " Future Battle " again during this turn ' s Battle Phase . Yusei activates the effect of " Future Battle " to target " Stardust Dragon " and select one of Clark ' s cards . It is " Decago Knight " ( 10 / 1000 / 1000 ) , which is Special Summoned in Attack Position . " Stardust Dragon " attacks and destroys " Decago Knight " ( Clark 3600 → 2100 ) . Yusei activates the effect of " Future Battle " again to target " Stardust Dragon " and select one of Clark ' s cards . It ' s " Decago Knight " ( 10 / 1000 / 1000 ) , which is Special Summoned in Attack Position . " Stardust Dragon " attacks and destroys " Decago Knight " ( Clark 2100 → 600 ) . Yusei then activates the effect of " Future Battle " again to target " Stardust Dragon " and select one of Clark ' s cards . It ' s " Decago Knight " ( 10 / 1000 / 1000 ) , which is Special Summoned in Attack Position . " Stardust Dragon " attacks and destroys " Decago Knight " ( Clark 600 → 0 ) . Featured cards . The following cards were used in this episode . Cards in italics debuted here .