Duel Academy ( ARC - V ) Duel Academy , referred to as Academia ( アカデミア " Akademia " ) in the Japanese version , is a school in the " Yu - Gi - Oh ! ARC - V " anime that trains " Duel Soldiers " and is located in the Fusion Dimension . It is an alternate universe version of Duel Academy from the " Yu - Gi - Oh ! GX " anime . It is administered by Professor Leo Akaba , a man stated to be from the Original Dimension before its sundering , and serves as his forward operating base . The goal of Leo Akaba and as such the goal of Duel Academy , is to revert the Four Dimensions to their original state . In order to accomplish this , Duel Academy employs its army of Duel Soldiers in order to conquer the other Dimensions by turning its populace into cards . This goal is referred to as the " Arc Project " . Profile . While it is unknown when Duel Academy was founded or if it was founded by Leo Akaba , nearly every member of the organization is fiercely loyal to his ideas and goals and follow them to the deepest extent of their abilities without question . Those that engage in the Interdimensional War for the sake of Leo ' s goals all are under the belief that they are fighting for a noble cause that fills them with both pride and honor , with many of them showing almost fanatical loyalty towards this purpose and entirely justifying the genocidal campaign as a fair price to pay for the end goal . However and contrary to this rather ( albeit twisted ) chivalrous stance , several members of Duel Academy decide to engage in much less noble practices , indulging themselves in inhuman " Hunting Games " in which they assault defenseless civilians turning them into cards for nothing but sadistic joy , and being utterly uncaring of all the destruction that comes with it , effectively wasting the Xyz Dimension . Duel Academy seems to follow a very strict code of conduct , as all their alumni are put under a harsh training program involving both dueling skill and honing physical activity , effectively serving as a military institution . There have been cases of alumni being placed in a prison , showing that they seem to have little tolerance for indiscipline . Duel Academy seems to follow a similar ranking system to its original counterpart to organize its soldiers , with the lower - ranked members clad in red and yellow uniforms , while the elite Obelisk Force wear blue . Differently from its " GX " version , which was the equivalent of an high school , this Duel Academy appears to cover middle school courses as well , judging from a boy commenting that he wanted to graduate from elementary school and be admitted . Additionally it seems that a majority of them attend Duel Academy , as Zuzu was suspected of being an escapee , due to her age and not being in facility . There are also a handful of cases in which alumni , disagreeing with Duel Academy ' s cruelty in the " hunting games " and overall growing disillusioned with the Arc Project seeing nothing but genocide and a conquering campaign , decide to defect from the organization . These deserters are reported to and hunted down by the Juvenile Officers whose primary duty is to capture them and place them under correctional re - educational programs at best , or downright seal them in cards at worse . The fact even non - Duel Academy citizens report these deserters to be detained showcases that Duel Academy ' s influence and cult - like mentality is vast enough to influence the normal populace . Biography . History . One day , Leo Akaba suddenly left for the Fusion Dimension without telling anyone in his family , thereby abandoning his company . He took control of Duel Academy and used it as a frontline base to enact his plan to unite the Four Dimensions into one supreme world . Three years in the past , Declan had unknowingly traveled to Duel Academy via an interdimensional transporter . He eventually met Celina , who he helped escape from faculty members who were pursuing her , only to have them both caught by Leo and several members of Obelisk Force , the elite vanguard squad . Declan was confused by the ensuing discussion about alternate dimensions and Duel Academy , until the squad hauled Celina off and placed a device on Declan ' s wrist , which sent him back to Standard . Before the invasion , Dennis was sent to Heartland to find one of the targets . There , he posed as a resident and often gathered large crowds of people while entertaining as a street performer . During one such event , he spotted his target in the crowd . Knowing she was one of Duel Academy ' s targets , he used his " Performage Trapeze Magician " to draw her away from the crowd . After finding Lulu , he informed Duel Academy to green - light the invasion . Before mobilizing the expeditionary force to assault the Xyz Dimension , Leo appointed Aster Phoenix as Commander - in - Chief for the invasion . When he arrived in the dimension , Aster Dueled against Yusho Sakaki and was defeated by the Dueltainer , though Yusho was able to make him smile . Yusho offered him a " Smile World " card to show to the Professor but Aster was torn between the proof of his loss and his beliefs in the Professor ' s teachings and he violently tore the card in half . When Yusho went to pick up half of the card , he disappeared . Wishing to prove that the ideals of Duel Academy were correct , Aster began searching for Yusho . At some point , Leo ordered his elite vanguard squad to advance into the Xyz Dimension and attack , as part of his plan to eventually unite the Four Dimensions . Without warning , they did so , causing chaos with powerful monsters like " Chaos Ancient Gear Giant " and sealing nearly all of the inhabitants of Heartland City in cards in the process . Yuto , Shay , Lulu , Kite , Allen , Sayaka , and a few others were the only survivors of the attack . After the invasion commenced , Dennis learned the location of the Resistance ' s base and contacted Yuri . Once Dennis pointed out who Lulu was he retreated , allowing Yuri to Duel and capture her . They were also able to wipe out most of the Resistance and without any Duels , the soldiers would seal innocent people into cards . The Tyler sister were infamous among The Resistance for almost destroying the Spade Branch ' s Resistance force . During one battle , Barrett directed his soldiers to move forward , only to find himself the victim of a Set " Widespread Ruin " that exploded on him . The fate of his comrades is unknown but Barrett was the only known survivor of the event , being left scarred . At some point , Jean - Michel Roget was sent to the Synchro Dimension as an undercover agent to ensure Duel Academy ' s conquest . He introduced the ARC System technology to New Domino City , which became a crucial tool for the High Council to strengthen Sector Security ' s power and maintain the Topsiders ' dominance in the riots created after Chojiro Tokumatsu ' s arrest . Once he ascended to the position of the Director of Sector Security , Roget eventually decided to betray Duel Academy , and without informing Leo Akaba he began to make plans to turn New Domino into his own kingdom . After the invasion , Yuri went to the Synchro Dimension on Leo ' s order to kidnap Rin . He succeeded just as Yugo arrived on the scene and escaped using a card . He was then seen at Heartland , secretly watching the confrontation between Yugo and Yuto from behind a building . When the first army returned from Heartland , some of the students who participated in the war started to defect from Duel Academy . They started to doubt the school ' s plan to invade other dimensions and turn people into cards , even civilians . To prevent this , the Juvenile Officers are dispatched to capture them . One day when a female student and Alexis Rhodes escaped from Duel Academy , the officers caught them and sealed the girl in a card . They attempted to seal Alexis away , but Yusho Sakaki arrived and defeated them . Since then Alexis has been the only student they had problems catching . Some of the students that were able to escape joined the You Show Duel School founded by Yusho and Alexis . At some point after capturing Lulu and Rin , The Doktor brainwashed them into obeying the Professor . Sanders trained the Battle Beast to become the strongest Duel Warrior , but his sheer hostility caused him to Duel and seal anyone he encountered into cards . Due to this , Sanders judged him defective and had him imprisoned . Pre - Arc League Championship . During his Duel with Sylvio Sawatari , Yuto asked about the connection between Leo Institute of Dueling and Duel Academy . However , Yuto soon discovered that most of LID knew nothing . Arc League Championship . After Shay Dueled Sora , it is implied that the latter was affiliated with Duel Academy , as Declan mentioned they could learn more about it from Sora . During his Duel against Yuya , Yuto revealed that Duel Academy attacked the citizens of Heartland and sealed them into cards . During this time Sora was transported back to Duel Academy due to a program on his Duel Disk that activated after revealing his goal of hunting XyZ remnants who fled to the Standard Dimension . When Sora came back Leo had his medical staff check Sora ' s memories as to find out why Sora had been returned since Standard were not their enemies . During this time Leo noticed Zuzu whom he called the " Fourth Piece " he needed and ordered Yuri to kidnap her . While Sora was recovering in the nursery he protested to go back to Standard since there were Xyz Remnants there , Celina eavesdropped on his demands and planned to go to Standard to prove her strength to Leo in order to be on the battlefield . Several guards attempted to stop her but failed , but Barrett decided to go with her instead of stopping her since it was his duty to protect her . The two arrive at Standard and Celina watches Dipper perform a Xyz Summon on screen , believing him to be part of the Xyz Remnants , she manages to find him and easily defeats and transforms him into a card . Celina then turns her attention into Kev Ravenwood a prominent Xyz User , in the Arc League Championship . Unfortunately for her , Declan found out about her appearance and correctly deduced she would attack Kev , so he used him as bait to lure the duo . Celina and Barrett encountered Kev , but before they could attack him , Declan appeared and ordered Kev to leave , while having Claude seal the area so the Duel Academy Duo could not escape . Celina attempted to Duel Declan but Barrett offered to Duel instead , since it was his duty to protect her . Celina stood aside and watched . Barrett and Declan Dueled , with Declan noticing that Barrett was a war veteran , as Barrett used burn tactics to rapidly damage Declan . Barrett praised Declan for using his own Life Points to maintain the cost of his " Dark Contract " cards , mentioning that he deserved a war medal for that . Declan defeated Barrett using a combination of " D / D / D Marksman King Tell " and " D / D / D Oracle King d ' Arc " . Celina attempted to leave , but Declan stopped her and the two reminisced on their past encounter years ago . A barely conscious Barrett activated his Duel Disk to return to the Fusion Dimension and to give away Celina ' s location . Declan offered Celina the chance to join him into defeating Leo , but Celina refused , saying that all she wanted was to earn Leo ' s recognition . She left , but not before Declan declared her an enemy should she interfere with him . After receiving the transmission , Leo had a meeting with Sora , who requested to be sent back to the Standard Dimension . Leo agreed to Sora ' s request , but ordered him to look for Celina and make it his priority to bring her back . Sora noted Celina ' s resemblance to Zuzu and asked why the two looked alike . Leo replied that he did not need to know that and had the Obelisk Force accompany Sora . The Obelisk Force entered the Standard Dimension during the Arc League Championship ' s Battle Royal , prompting Declan to cut any transmission that featured Duel Academy . Sora encountered Shay , Yuya and Knights of the Duel Disks students . Sora had the Obelisk Force deal with the Knights while he Duels Shay on nearby ruins . The Knights of the Duel Disks were then swiftly defeated and sealed into cards . Seeing this , Yuya became infuriated and challenged the three soldiers to a Duel . Meanwhile , Declan sent his Senior Lancers , led by Kev . While Yuya Dueled against the Obelisk Force , he was forced to take the damage from their " Ancient Gear Hunting Hound s " . This caused him to becoming more furious , which , in turn , led to him Summoning " Dark Rebellion Xyz Dragon " to attack them . The trio of soldiers began to panic but they were unable to defeat Yuya , who used " Xiangsheng Magician " and " Xiangke Magician " to Pendulum Summon " Odd - Eyes Pendulum Dragon " and then used the Pendulum Effects of both his Pendulum Monsters to grant " Dark Rebellion " a Level equal to the Level of " Odd - Eyes " . Yuya overlaid his two monsters to Xyz Summon " Odd - Eyes Rebellion Dragon " and used its effect to destroy their monsters , inflict effect damage and attack a number of times equal to the monsters destroyed . This defeated all three soldiers in one fell swoop . More Obelisk Force soldiers entered the Volcano Zone and spotted Celina with Dennis McField and Zuzu . They escaped , leaving Kev and the rest of the Senior Lancers to fend off the invaders . However the Senior force was quickly overwhelmed and turned into cards . Before Kev could be defeated , Yugo interfered in the Duel after recognizing the Duel Academy soldiers as people he met before . He defeated the soldiers by using their " Ancient Armageddon Gear " against them with a combination of his " Clear Wing Synchro Dragon " and Synchro Cracker " to destroy all monsters with lower ATK than " Clear Wing " . Kev realized that he could not fight any further and ran away in a panic without thanking Yugo , annoying him . Claude expressed his concern to Declan that the Senior Force were unable to repel the invaders and Declan acknowledged the LID did not have the strength to fight Duel Academy , but that his plan for the Lancers was for them to master Pendulum Summon as a new power that could give them an edge in battle . He referred to the potential Duelists as the " Yuya Sakaki Generation " . While the battles were taking place , Zuzu and Celina talked , and Celina revealed that Duel Academy , under orders of " The Professor " , plotted to make the Four Dimensions become a single world , calling it an " honorable goal " . However Zuzu revealed the truth of Duel Academy ' s cruel assaults into other dimensions to Celina and requested for her to seek the truth . Knowing that the Obelisk Force were hunting Celina down , Zuzu suggested they change clothes so that Celina could meet Shay and confirm the truth . Dennis , now revealed to be an agent working for Duel Academy , eavesdropped on their conversation and met Yuri , telling him of the girls ' plan so that he could track Zuzu . During this time , Halil and Olga appeared , mistaking Yuri as an opponent for the Battle Royale , and challenged him to a Duel . Yuri was annoyed , but he accepted their challenge . He easily defeated both of them and sealed them into cards . The Obelisk Force surrounded Zuzu , believing her to be Celina , but Yuri interfered and ordered the soldiers to retreat or he would seal them into cards as well . He threw the cards containing Halil and Olga at them , causing the soldiers to leave . Yuri tried to convince Zuzu to surrender , claiming it was pointless to fight and that " the Professor " needed her . Yuri challenged Zuzu to a Duel , which Zuzu was forced to accept . Yuya and Gong , who were looking for Zuzu , encountered Dennis and told him of the attacking soldiers , unaware of his true colors . Dennis maintained his facade by agreeing to accompany Yuya and Gong . Meanwhile , Zuzu was forced to run for her life after knowing that she was no match for Yuri , who was in hot pursuit with " Starving Venom Fusion Dragon " . Before Yuri could find her , Zuzu ' s bracelet activated teleporting Yuri away , due to Yugo ' s arrival . Yugo mistook her for Rin . Before Yuya could find her , the bracelet shined once more and teleported the two away leaving Yuya , Gong and Dennis unable to find her . Dennis incorrectly believed that Yuri had finished his mission . Celina , who managed to avoid the Obelisk Force , witnessed Shay being defeated by Sora and thrown downstairs , leaving him injured . Celina activated " Lunar Eclipse " so that the two of them could escape . Sora initially mistook Celina for Zuzu and ordered her to stand aside . Upon recognizing her Duel Disk as being of Duel Academy origin , Sora pursued the pair . The three eventually reached the Volcano Zone with Sora requesting to get his " prey " . However the two Fūma Ninja students , Moon Shadow and Sun Shadow , appeared and blocked Sora ' s path . Sun Shadow decided to face Sora , allowing Celina , Shay and Moon Shadow to escape . Dennis , observing from afar , encountered remnants of the Obelisk Force . He told them that Celina was in disguise . The three soldiers asked Dennis if he wasn ' t coming , but Dennis said he couldn ' t because there were " too many cameras " . The Obelisk Force soldiers then attacked Celina , Shay and Moon Shadow , and forcing them into a Battle Royale . Shay wanted to go first , but Moon Shadow interfered and fended off the attacks of the three soldiers using " Barrier Ninjitsu Art of Gathering Shadows " . Celina decided to go next and Fusion Summoned " Lunalight Cat Dancer " . Before it could attack , the Obelisk Force used " Fusion Dispersal " to counter her monster and damage her , as they prepared for her . Reed Pepper and Trout then joined the Duel , but suffered a 2000 LP penalty . Using a combination of " The Legendary Fisherman III " and " Monster Pie " the two were able to damage the entire Obelisk Force for 2000 LP each one . The Obelisk Force used a combination of " Ancient Gear Reborn " , " Ancient Gear Spark Shot " , " Ancient Gear Booster " to deal enough damage to defeat Reed and Trout , who were weakened by the penalty . Both were sealed into cards afterward . Before Moon Shadow could suffer from the same fate , Sylvio appeared and used " Flame Guard " to protect him , having heard the situation from Declan , but took the 2000 LP penalty . Yuya and Gong watched Sora seal Sun Shadow into a card . Gong then saw Celina , who he mistook as Zuzu , in a Duel and left to help her . Yuya was left alone and challenged Sora to a Duel in order to return his smile . Sora agreed , since he did not like having a losing record against Yuya . Gong arrived as Sylvio used " Abyss Actor - Evil Heel " and " Abyss Actor - Funky Comedian " to Pendulum Summon " Abyss Actor - Superstar " and used its effect to search and equip it with " Abyss Script - Fantasy Magic " in order to return the Obelisk Force ' s " Triple Ancient Gear Hunting Hound " to the Extra Deck and break their combo . However , the Obelisk Force used " Ancient Gear Reverse Fusion " to Fusion Summon " Ultimate Ancient Gear Hunting Hound " and used its effect to halve the Life Points of all their opponents . Gong took his turn , and used a combination of Pendulum Summon and the effects of two of his " Superheavy Samurai Thief " and a copy of " Superheavy Samurai Transporter " in order to provide Shay with the Pendulum Cards that Sylvio activated previously . Sylvio questioned his move because he thought he could break the combination by himself , but Gong said it was fine this way . Shay asked why Gong went so far to give him Pendulum Cards . Gong replied that Shay was the one who would finish the Duel . During his turn , Shay remembered all the people who protected him during this time , and found the notion " laughable " . Shay used " Devil Heel " and " Funky Comedian " to Pendulum Summon three copies of " Raidraptor - Wild Vulture " and used them to Xyz Summon " Raidraptor - Revolution Falcon " . Shay used its effect to let it attack all the Obelisk Force ' s monsters . Its other effect allowed Shay to reduce their ATK and DEF 0 during battle . " Revolution Falcon " attacked and defeated the remaining Obelisk Force soldiers , winning the Duel for Shay and his allies . As Sora and Yuya Dueled , Yuya was convinced that Sora had become warped and revealed his intentions to bring him back to his " usual self " , but Sora refuted this by saying that the Sora that Yuya knew was never his true self ; his true self was a soldier of Duel Academy . Yuya disagreed because he remembered that Sora had fun during their first Duel . Sora retorted that he was not being serious back then , but Yuya claimed his smile was genuine and that the two became friends after that Duel . Sora told Yuya that there were things more important than friendship . Yuya denied this by pointing out that Sora taught Zuzu how to Fusion Summon as a sign of friendship , but Sora claimed he did so merely because Fusion Summon was an honorable mechanic and a power that could make the worlds become one . Yuya argued that fusing the four worlds was wrong , but Sora angrily stated the opposite . Yuya asked Sora if he was aware of the cruelty inflicted into the Xyz Dimension by Duel Academy , and Sora indifferently stated that it couldn ' t be helped to achieve Duel Academy ' s goals . An infuriated Yuya told Sora that they didn ' t have the authority to fuse the worlds . Yuya Xyz Summoned " Dark Rebellion Xyz Dragon " and used its effect on Sora ' s " Frightfur Tiger " , but Sora used " Frightfur March " in order to negate the effect and Fusion Summoned " Frightfur Sabre - Tooth " , which subsequently revived the previously destroyed " Frightfur Bear " . The effects of both " Tiger " and " Sabre - Tooth " boosted the ATK of Sora ' s monsters to colossal levels . Yuya then used " Xiangsheng Magician " and " Xiangke Magician " to Pendulum Summon " Odd - Eyes Pendulum Dragon " . He used the effects of both Pendulum Monsters to make " Dark Rebellion " have the Level of " Odd - Eyes " and overlaid both of his Dragons to Xyz Summon " Odd - Eyes Rebellion Dragon " Yuya used its effect to destroy both " Tiger " and " Bear " since their Levels were lower than 7 . Sora used " Fusion Fortress " to avoid the effect damage . At this point , Sora regained the same excited demeanor he had during his first Duel with Yuya because Yuya was able to Summon an Xyz Pendulum Monster , while finally realizing that battling Yuya is fun . Yuya agreed to his statement that Duels were meant to have fun . Yuya used the effect of " Rebellion Dragon " to attack as many times as monsters were destroyed by its effect . Sora activated " Flame Chain " to lower its ATK , but Yuya countered with " Flame Surge " to boost its ATK . The two raced for an Action Card , but were unable to catch it since the Battle Royale timer expired , disabling the " Quartet of Quandry " Field Spell and ending the Duel without a result . Gong and the others , who witnessed the Duel , caught up to Yuya . Yuya mistook Celina for Zuzu , and Celina revealed she was not Zuzu . Sora , knowing the mission had failed , activated his Duel Disk to be transported back to Duel Academy . Friendship Cup . After the Battle Royale incident , Celina defected from Duel Academy after hearing the truth of their crimes from Shay . The officially founded the Lancers , made to counter Duel Academy , started their own plans to increase their effectiveness by traveling to the Synchro Dimension in order to recruit allies , though they never knew that Dennis was a Duel Academy deep cover agent . Upon arriving at the dimension , Dennis and Gong were separated from the others . They were scouted by Lucas Swank for his underground Dueling and both met up with Shay , who was part of the underground Dueling circuit . Dennis Dueled Shay , and his Dueling prowess made Shay suspect his identity . The majority of the Lancers were arrested , but escaped and were ordered to compete in the Friendship Cup . During the course of the Friendship Cup , Declan heard information from Moon Shadow that Sector Security ' s director , Jean - Michel Roget had apparently came from another dimension and that he brought with himself advanced technology and quickly ascended the ranks of Sector Security , while using Lucas to recruit strong duelists for himself . This information , along with the use of a Fusion Monster by Officer 227 , made Declan suspect Jean was actually an agent of Duel Academy . During the last Duel of the first round of the Friendship Cup , Shay was set to battle Dennis , and the latter secretly vowed to destroy the former slowly . Shay had suspicions that Dennis was a member of Duel Academy and he focused on unmasking Dennis . The two started an aggressive Duel , and through the use of " Raidraptor - Target Flag " , Shay forced Dennis to reveal his hand , showing a " Polymerization " card . Dennis then used " Chaos Ancient Gear Fusion " in order to Fusion Summon " Chaos Ancient Gear Giant " , confirming his Duel Academy roots and declaring the start of a hunting game . Chaos Giant " rendered Shay ' s combination useless , but he was able to survive the attack of " Chaos Giant " with " Raidraptor - Last Strix " . Regardless , the attack on " Revolution Falcon " laid waste to the arena , debris being thrown everywhere . Enraged after learning about Lulu ' s kidnapping from Dennis , Shay counterattacked by using " Rank - Up - Magic Soul Shave Force " to Summon " Raidraptor - Satellite Cannon Falcon " . This monster reduced the ATK of " Chaos Giant " to 500 . Dennis attempted to survive using Action Cards , but the debris from the attack of his own " Chaos Giant " tripped up his Duel Runner and he was unable to and was thus defeated by " Satellite Cannon Falcon " . After the Duel , Dennis admitted that Shay had won before passing out . Still filled with rage , Shay tried to seal Dennis in a card but was unable to do so , so instead he attempted to punch Dennis but was stopped by the tournament ' s staff , who then carried Dennis off on a stretcher . Friendship Cup Finals . Dennis was being taken to the recovery room when the High Council and Sector Security both attempted to take him into custody . Sora saved him and took him away to an alleyway . He explained to Dennis that he was attempting to capture Celina as per the orders of the Professor , and sent Dennis back to Duel Academy to recover from his injuries . After hearing Dennis ' report that Zuzu and Celina were in the Synchro Dimension ' s New Domino City , Leo gave Barrett a new mission to go to the Synchro Dimension with the Obelisk Force and capture Zuzu and Celina . He also informed him that Yuri would also come to the Synchro Dimension . Yuri then appeared at the Synchro Dimension standing atop the Duel Palace watching the Duel between Celina and Yugo . After the Duel concluded , Yuri found Yugo and stared coldly at him . Near the end of the Duel between Crow and Yuya , Sora , Sector Security , Declan and Crow noticed several gliders with searchlights defined to be the Obelisk Force . Once landed , the Obelisk Force split up into groups of three , searching for Zuzu and Celina . Those who were to find either of them would alert the others with a red flare . Celina , still incapacitated from Sector Security ' s attempt to take her and with Moon Shadow and Riley Akaba , was found rather quickly and a flare was lit , slowly drawing the Obelisk Force to her location . Several members then entered duels with Riley , with all of them ending up defeated by the young boy . Others approached the High Council ' s building , which was under siege by Sector Security as well . However , Sergey Volkov intercepted them , defeating several members , much like Riley did . Around the same time , another trio found themselves halted by Moon Shadow whom they quickly overpowered with their numbers . They held the upperhand until Sora joined the duel on Moon Shadow ' s side , much to their surprise . This trio was then defeated after Sora , with help from Moon Shadow , destroyed their " Hound Dogs " and turned them against their masters . All of the defeated Obelisk Force members were recalled to Duel Academy near - instantly . Riley defeated another group , but at this point was too tired continue dealing with their reinforcements . The young boy then started panicking , recalling his traumatic memories . Before the Obelisk Force could take profit from his situation , Yuya Sakaki arrived to rescue him and Celina . Together , Yuya and Riley defeated another trio before Barrett arrived with three more and challenged Yuya . Barrett proceeded to seal away Yuya ' s monsters by weakening them with " Beastborg Medal of the Steel Chain " and " Beastborg Medal of the Crimson Chain " . He also prevented Yuya from using Spell and Trap Card s , as well as Normal Summon ing and Special Summon ing monster s with " Beastborg Medal of the Crimson Chain " . Barrett told him that if he handed over Zuzu he would spare him , but Yuya refused . Barrett Fusion Summon ed " Beastborg Wolf Kämpfer and started to burn away Yuya ' s LP and his monsters ATK . Barrett asked for Zuzu ' s location again , but Yuya still refused so he continued to weaken Yuya and his monsters further . While they were dueling , the next three members went after a still panicking Riley . This trio was then attacked by Sora ' s monsters and sent back to Duel Academy . Another trio then appeared , led by Yuri arrived to take Celina back to Duel Academy . Incapacitating Sora with a " Hunting Hound " blocking his Duel Disk , the trio restrained the traitorous Sora while Yuri started a Duel with Yugo , who appeared at the scene for Yuri . During their Duels Yuya , Yugo , and Yuri began to act strange after the Four Dimension Dragons appear on the field . While watching the two Duels , the three members wondered what the distortion in the sky was . When Zuzu arrived , her bracelet teleported Yuri and Yugo away . Then , Barrett was defeated by the newly arrived Sergey , but still managed to take Celina with him at the last moment before retreating to the Fusion Dimension . The remaining three Obelisk Force members retreated as well , seeing no possibilities to fulfill their mission without their commanders Barrett and Yuri in the current situation . Heartland City . Duel Academy students are still in the Xyz Dimension and continue to hunt down people . Three students manage to corner a man and proceeded to seal him into a card . They also find a family in hiding with Yuya , Gong , and Sylvio . The six of the them prepared to Duel , but the students doesn ' t recognize the Duel Disk s and learn that Yuya , Gong , and Sylvio are Lancers and their mission to stop the Interdimensional War . The students tell them its their mission to finish the Arc Project . Yuya tells the hardships he went through and defeats them in a combined Pendulum Summoning with Gong and Sylvio . After defeating them Sylvio tries to seal them into cards as payback but is stopped by Yuya . The three students escape only to run into Kite Tenjo , who sealed them into cards . When Zuzu arrived in the City , she found out Duel Academy was on a island nearby . She was then forced to runaway from the Juvenile Officers when the citizens thought she a student who escaped from Duel Academy . After being cornered by the officers , Alexis Rhodes arrived and defeated the officers , saving Zuzu . Inside their base stationed in Heartland , Mamoru Noro is angry about how the Arc Project has fallen behind schedule and worried that the Professor is going to scold him . He started to tell everybody to card everyone in the Xyz Dimension as soon as possible and wonders where the Commander - in - Chief is at . The Commander - in - Chief searched for Yusho , clutching half of a torn copy of " Smile World " . He ran into Yuya and found out he was Yusho ' s son . The two Dueled and Aster had Yuya on the receiving end . When Yuya started to the Duel around with Yuto possessing him , Aster forced a DRAW with " Destiny HERO - Dynamiteguy ' s " effect . Duel Academy students rushed in afterwards , concerned for their Commander - in - Chief . Three more students were sealed into cards by Kite after being defeated in a Duel . After tracking down one of Duel Academy ' s fugitives , Yuri went to You Show Duel School where he encountered several students . He challenged all five of them to a Battle Royal and was amused when the students talked about Dueling with smiles . After all six players took a turn , with the five You Show students Summoning their own Fusion Monsters , Yuri Summoned " Starving Venom Fusion Dragon " and used its effect in combination with " Predaplant Squid Drosera " to wipe out all five students . After sealing the students into cards , Yuri confronted Zuzu and Alexis . He tried to tell Zuzu to return to the Professor with him , but Yugo suddenly appeared , charging at Yuri on his Duel Runner . This triggered Zuzu ' s bracelet and warped Yuri away again . After Mamoru sent a report about Pendulum Summon ing being used in the Xyz Dimension , Leo sent Gloria and Grace Tyler to Heartland City to help defeat the Lancers . When the Tyler sisters arrived in Heartland , they challenged Allen Kozuki and Sayaka Sasayama to a Tag - Team Duel . While the Tyler sisters had a steadily advantage , they wonder why Allen and Sayaka weren ' t using Pendulum Summoning . When Gloria and Grace learned that their opponents were from the Resistance , the Tyler sisters started to get serious . Together , they Fusion Summon ed " Amazoness Pet Liger " and " Amazoness Empress " and used their effects in tandem to defeat Allen and Sayaka . As they was about to seal the defeated Resistance members into cards Gong and Sylvio arrived . The Tyler sisters then challenged them to a Tag - Team Duel after learning they were Lancers . Meanwhile , Mamoru wondered why are the Tyler sisters late and learned they are Dueling the Lancers . When a student was about to inform the Commander - in - Chief , Mamoru stopped him since he requested them in secret . While in his office , Aster sat in frustration about why he couldn ' t defeat Yuya . Picking up the torn " Smile World " , he then wondered if it was because Yuya was Yusho ' s son . He then stated that he must crush Yuya as well and won ' t lose to someone who brings smiles through Dueling or use " Smile World " . Aster returned to the command center and told his soldiers to find Yuya . He asked where Mamoru was and one of his soldiers found a Duel signal . The Duel was between Yuya and Shay and Gloria and Grace Tyler . Angry upon seeing Yuya play " Smile World " , he ordered everyone to move out and follow him . After defeating Sylvio and Gong , Gloria and Grace Duel against Yuya and Shay and began to get the advantage over them by using " Quiet Life " and " Amazoness Hall " to gain LP from Yuya and Shay ' s Special Summon ed monsters ATK . Yuya and Shay continued to hold their own but the Tyler sisters kept gaining LP and used " Amazoness Magic Mirror " to negate battle damage . Once their LP reached over 10 , 000 , the Tyler sisters told them to give up and be carded . But Yuya , with Yuto and Shay ' s help , used Raidraptor - Rise Falcon " , " Dark Rebellion Xyz Dragon " , and " Miracle Rocket Show " to cut down Grace and Gloria ' s huge LP and defeat them . Though defeated , Gloria and Grace were amazed by the Duel and Mamoru tried to get them to go after the Lancers again but the Obelisk Force arrived to eliminate them . Three Obelisk Force members found the Lancers and Dueled Yuya and Shay . While the Obelisk Force challenged the Lancers to a Duel , Mamoru explained to Gloria and Grace that the Professor sent them in case they lost . Gloria was frustrated that the Professor sent them as backup in case they lost , but Grace wasn ' t as she wanted to see Yuya ' s Dueltaining . The Obelisk Force attempted to defeat Yuya before his turn started but he used " Big Escape " to end the battle phase . Once they Fusion Summoned " Chaos Ancient Gear Giant " , it ' s shockwave caused a building to collapse that took Shay out of the Duel after being hit by debris while saving Sayaka . They have " Chaos Giants " attack Yuya but before they can defeat him , Kite activated " Quick Guard " saving him . Gloria recognized him as the Duelist with a bounty on his head . Mamoru surmised that he joined forces with the Lancers . They were quickly defeated by Kite ' s " Galaxy - Eyes Cipher Dragon ' s " monster effect , " Cipher Diffusion " and " Cipher Interference " . Mamoru and the Tyler sisters were surprised by his sudden victory . The three members was about to be sealed them into cards by Kite , but he left them alone and decided to approach Yuya and the others . After the Duel , Aster arrived with a squad of soldiers to defeat Yuya . Gloria and Grace tried to explain their mission to Aster , he refused to listen and when Mamoru convince Aster that he didn ' t have to personally deal with the Lancers , Aster silenced him and warn Mamoru that he would be dealt with later . Aster forced Yuya into a Duel with " Steel Cage Match " so no one could interfere and he introduced himself . Aster vowed that he would prove that the Professor ' s teachings were superior . While Aster Dueled Yuya , Mamoru sent the rest of Aster ' s squad to deal with the Lancers . When Yuya targeted Aster for direct attack , Aster activated the effects of " Dynamiteguy " and " Destiny HERO - Decisionguy " , causing only Yuya to receive damage . He then Fusion Summoned " Dystopiaguy " and used its effect to inflict damage to Yuya and destroyed both Yuya ' s monsters . Grace watched Yuya and Aster ' s Duel but Gloria wanted to help the squad Dueling Kite , however they were defeated by Kite and sent back to Duel Academy . Mamoru was shocked that one Duelist could defeat an elite squad and Gloria criticized Mamoru for letting the Lancers escape . He then began to worry about losing his position if Aster defeated Yuya . Grace wanted Yuya to show them the greatest Duel and she was impressed when he Fusion Summoned " Brave - Eyes Pendulum Dragon " . Aster was floored as he was not expecting Yuya to use a Fusion Summon . Gloria was displeased when Yuya Fusion Summoned . He was shocked as well but pleased when Yuya was close to defeating Aster until Gloria caught him siding with the enemy . Yuya counterattacked but Aster activated " Urban Demise " , increasing " Dystopiaguy ' s " ATK and use its second effect to destroy " Brave - Eyes " . When Yuya saw the torn " Smile World " next to Aster ' s foot , he asked Aster why he had it . Aster explained his history with Yusho to Yuya , though he omitted the fact that he had smiled during the Duel . He claimed that he must defeat Yuya in order to prove that Duel Academy ' s ideals were right and had " Dystopiaguy " attack Yuya directly . Gloria believed that it was over for Yuya and Mamoru displeased after the Duel turned in Aster ' s favor , but Grace claimed that he would entertain them more . When Yuya was about lose Grace was disappointed , however Yuya was able dodge the attack with " Evasion " despite Aster trying to stop him with " Chain Deathmatch " . When Mamoru thought it was over , Gloria asked him whether or not he was disappointed . She noted that the combo of " Destiny HERO - Dystopiaguy " and " Urban Demise " wouldn ' t be defeated easily . Grace also mentioned that attacking will trigger their effects and destroy the monster . Yuya told Aster that his heart was wavering like his pendulum , but Aster told him stop sprouting nonsense . He stated that Dueling was a power for fighting . When Gloria wonder why Yuya would attack with " a weak monster " , Gloria told her its part of his Dueltaining . He activated his " Urban Demise " combo , but Yuya countered with " Performing Pal ' s Counterstrike " to destroy " Dystopia " . Aster destroyed " Delay Armor " to prevent the destruction " Dystopiaguy " . Aster continued to deny Yuya ' s Dueltaining and pushed him into a corner , telling Yuya to counterattack if he was frustrated . When Aster destroyed " Laughmaker " , Grace thought it was Yuya ' s comeback and once Yuya ' s LP reached 100 , Gloria claimed that he was on the edge of a cliff . Mamoru panicked even more and tried to think of a plan . Grace was happy when Yuya was about to perform and Mamoru was pleased as well until Gloria caught him again and he decided to call for more reinforcements just in case . Aster got angry when Yuya started to act like Yusho and surprised when Yuya used " Performance Exchange " to give his monsters to Aster . He was also furious upon seeing " Smile World " again . Grace was surprised when Yuya raised " Laughmaker ' s " ATK to 6900 and Mamoru pleased when Aster couldn ' t beat it until Gloria reminded him about the " Urban Demise " combo . Yuya went for an Action Card , using " Chain Deathmatch " to swing for the card , forcing Aster to remove " Chain Deathmatch " from the field and take the Action Card himself , urging Yuya to surrender . Yuya instead brought " Brave - Eyes " back , claiming that he needed his Fusion Monster to talk to Aster , and attacked . Grace mentioned that if connects , he ' ll win and Gloria noted that Aster couldn ' t use the " Urban Demise " combo since the effect of " Dystopiaguy " could only be used once per turn . Aster declared that he would talk to Yuya using the Lancers ' card , and he powered up " Dystopiaguy " through various means including the " Double Attack ( Action Card ) " that he had taken from Yuya , but Yuya countered with " Miracle Fire " to copy " Double Attack ( Action Card ) ' s " effect and won the Duel . While Grace was amazed by the Duel , Goria was worried about the Professor finding out until Mamoru reassured her that he had called in reinforcements . Despite himself , Aster ended up smiling again but he and Yuya were surrounded by Duel Academy students . Just as Mamoru ordered them to attack , Aster defended Yuya and shared his belief that Dueling is not a tool for conflict but instead to bring happiness to people , going as far as discarding the mantle that signified him as Commander - in - Chief , showing his willingness to betray the Professor . The Tyler sisters joined him as well and Aster accepted Yuto ' s request to help him bring back the smiles and happiness to the Xyz Dimension . His speech and the Resistance ' s arrival forced Mamoru to surrender and the remaining Duel Academy soldiers to follow Aster ' s plan of rebuilding Xyz Dimension . Now allied with both the Resistance and Lancers , Aster and all former members of Duel Academy helped the refugees in the Resistance ' s hideout by distributing foods , medical supplies , and rebuilding residential houses for free to atone for what they have done . Aster then revealed that there ' s a way to change back the people who had been carded , prompting Kite to question again whether this was true or not , something that Aster confirmed . However , to do this , they first must retrieve those who were carded from Duel Academy in the Fusion Dimension since all the carded people were sent there . Before Yuya and the others left , he promised to help Shay recover and apologized to Yuya because he think he sent Yusho to another dimension . He also told Yuya that no one had seen Zuzu Boyle but their keep looking . He then activated the Interdimensional Travel Device to send Yuya , Gong , Sylvio , and Kite to the Fusion Dimension . While everyone at You Show Duel School was getting ready to attack Duel Academy , Dennis surprised them by telling them they will never reach Duel Academy . Upon seeing Zuzu , he asked her to come with him and recognized Yugo from the Friendship Cup . He seen Yusho and called him teacher , revealing that he first met him in Heartland . Dennis challenged Yusho to a Duel to see if he surpassed him . He even bought Duel Academy soldiers with him and revealed he found their hideout from eyewitness reports . When Yusho only set a card Dennis got angry and told Yusho he learned new things from being all over the place . He Pendulum - Xyz Summoned " Performage Trapeze Magician " and used an Overlay Unit to attack Yusho twice . However Yusho activated " Miracle Silk Hat " , hiding him under one of the hats . Dennis destroyed both but under the hats were " Wonder Balloons " and " Paper Doll " while Yusho and everyone else ran away . Dennis had his soldiers go to the harbor to prevent them from reaching Duel Academy . When they cornered Zuzu and Yugo with " Ancient Gear Soldier ' s " and " Armor Canine - Bullcopter ' s " , Yuya , Gong , Sylvio , and Kite arrived . Surprised at seeing Yuya again he told Iggy its his turn now . When the Lancers spotted Dennis , he brought out more Duel Academy soldiers to capture Zuzu and left . The soldiers then surrounded and Dueled them in order to Zuzu . However , the Duel is left unfinished due to the soldiers being focused on Yuya and Iggy ' s Duel . They then clapped with everyone else for Yuya and Iggy ' s Duel . He managed to catch up to Yusho and Alexis just as they arrived on the ship and sailed off . Dennis once again challenged Yusho to a Duel , but was interrupted by Kite who challenged him to a Duel in Yusho ' s stead . Recognizing him as Shay ' s ally and Yusho ' s student , Dennis accepted the challenge . Dennis started his turn by summoning " Performage Trapeze Magician " . Kite responded by Summoning his ace monster , " Galaxy - Eyes Cipher Dragon " . Kite used the effect of " Cipher Dragon " to try to defeat Dennis in one attack , but Dennis Summoned " Performage String Figure " to negate the battle damage . He then Fusion Summoned " Performage Trapeze Force Witch " and used it together with " Trapeze Magician " in retaliation to try to destroy " Cipher Dragon " , but Kite saved himself and his monster with " Cipher Deterrent " and hung on with 200 LP . To Dennis ' surprise , however , Kite Summoned " Little Fairy " , a monster that Dennis didn ' t expect to be in Kite ' s Deck . Using it and " Rank - Up - Magic Cipher Ascension " , Kite Summoned " Neo Galaxy - Eyes Cipher Dragon " and defeated Dennis with it . Yusho applauded Dennis ' performance and tried to convince him to join them , but Dennis refused . He admitted that the times he spent with Lancers were fun and he truly enjoyed the Dueltaining he did until now . However , since he had already betrayed the Lancers , he felt he didn ' t have any right to return to them . He also revealed where Lulu and Rin were held captive . Feeling that there was no turning back after revealing the Professor ' s " greatest secret " , Dennis jumped from the ship and sealed himself into a card , much to the shock and dismay of Kite , Yusho , and Alexis . His card was carried by the wind into Yusho ' s possession . When the Lancers and Zuzu couldn ' t find a boat to catch up to the ship that Yusho Sakaki was on , Celina appeared and told them to follow her to a ship . As they boarded the ship , Celina introduced the ship ' s captain , Captain Cutter . While sailing , Celina told the Lancers how she escaped and found out where Lulu and Rin are . However , more Duel Academy soldiers arrived by helicopter and Celina took Zuzu hostage . As they returned to Duel Academy , Celina reported that she captured Zuzu and ignored her question about being comrades . Meanwhile , Cutter forced Yuya into a Duel while his crewmates tied Sylvio and Gong to the ship ' s mast . When Cutter Fusion Summoned " Captain Lock " , he used the effect of " Lock " to prevent Yuya from summoning or setting monsters by unless a monster with 1000 or more ATK is on the field . He then threw a barrel at the action card Yuya was going for and grabbed it . He activated " Fire Crystal " , inflicting to Yuya and tripped him so he can ' t a action card . This backfire as Yuya found one but he took damage from " Cursed Crystal " and Cutter activated another " Fire Crystal " giving Yuya more damage . When Yuya tried going for a third one on top of the ship , Solo forced the ship to turn making Yuya fall into the ocean . However , he , Sylvio , and Gong were saved when Crow and the rest of the Lancers arrived to Solo ' s annoyance . He activated " Grand Naval Battle " causing damage to Yuya while trying to sink their boat . When Sora joined the Duel , Solo tried to persuade him to come back , telling him that Celina did . However , Sora told Solo that they were taking Celina back and defeating him . He Fusion Summoned " Frightfur Kraken " , which causes the effect of " Lock " to activate and destroy itself . But , Solo brought " Lock " back with its effects negated and strengthened its ATK with " Deadman Pirates " . When Yuya used " Performapal Big Support " to equip " Performapal Sword Fish " to " Kraken " , increasing its ATK , Sora used the effect of " Kraken " letting it attack twice per turn to destroy " Lock " and attack Solo directly . Solo then tried to chase after the Lancers , but the steering wheel came off after Moon Shadow took the screw holding it , causing the ship to flounder in a circle . When Yuya told his comrades that he didn ' t believe Celina willingly rejoined Duel Academy , Sora told him that the Professor has an assistant who can control people ' s minds . While a class was going on , Yugo found himself teleported during the middle of it and yelling at the teacher that his name is not Fusion . He breaks down the door with his Duel Runner , speeding off while wondering where he was . Meanwhile , Leo received Celina ' s report that she captured Zuzu and now thought it was time for Yusho Sakaki to learn the truth , while watching him arrive at Duel Academy with the Doktor , who is shuffling his Deck and drawing " Parasite Fusioner " with glee . When Yugo arrived at the top of the tower , Apollo told Yugo to Duel if he wants to rescue Rin . He Fusion Summoned " Sun Protector " and activated it ' s effect to special summon " Protector ' s Shield Token " and set a card . When Yugo brought out " Clear Wing Synchro Dragon " , Apollo activated " Protector Adoration " to negate " Clear Wing ' s " effects , special summon two " Protector Shield Tokens " , and " Clear Wing " must attack all " Protector ' s Shield Tokens " or be destroyed at the end of the Battle Phase . When Yugo destroyed all " Protector ' s Shield Tokens " , Apollo activated the effect of " Sun Protector " to decrease " Clear Wings ' s " ATK and Yugo ' s LP by 800 . As Apollo brought " Clear Wings ' s " ATK down to 100 , he wondered if there was any point for it on the field until Yugo brought out " Crystal Wing Synchro Dragon " . He was then defeated when Yugo powered up " Synchro Dragon ' s " ATK with " Speedroid Ohajikid " and " Sun Protector ' s " ATK . When Kite Tenjo arrived at the top of tower , Diana told Kite to Duel her if he wants to rescue Lulu . She Fusion Summoned " Moon Protector " and activated it ' s effect to special summon " Protector ' s Shield Token " and set a card . When Kite brought out " Galaxy - Eyes Cipher Dragon " , Diana activated " Protector Adoration " to negate " Cipher Dragon ' s " effects , special summon two " Protector Shield Tokens " , and " Cipher Dragon " must attack all " Protector ' s Shield Tokens " or be destroyed at the end of the Battle Phase . When Kite destroyed all " Protector ' s Shield Tokens " , Diana activated the effect of " Moon Protector " to decrease " Cipher Dragon ' s " ATK and increase her own LP by 800 . As Diana brought " Cipher Dragon ' s " ATK down to 600 , she wondered if there was any point for it on the field until Kite brought out " Neo Galaxy - Eyes Cipher Dragon " . She then watched as Kite took control of " Moon Protector " and Tribute d it to bring back " Cipher Dragon " . She panicked as Kite attacked her with both dragons and was defeated . Through a monitor , the Doktor watched witnessed the guardians being defeated and Yugo and Rin ' s reunion while staring at his drawn " Parasite Fusioner " with an evil smile . After Kite rescued Lulu , she pushed Kite off of the Western tower and watched him fall with an evil smile . Meanwhile , as Yugo talked about his participation in the Friendship Cup , Rin cuts him off and challenged him to a Duel . She then pushed him out the window and crashed into their Duel Runner . She told him to ignore it and challenged him again , even when he explained how they built their Duel Runner . Rin brought out two " Wind Witch - Ice Bell ' s , using their effects to damage Yugo and Synchro Summoned " Wind Witch - Winter Bell " . She then used effect of " Winter Bell " to copy " Ice Bell ' s " effect , bringing Yugo ' s LP down a third time . She then jumped on " Winter Bell " going down the steps with Yugo following her . When Yugo brought out " Clear Wing Synchro Dragon " to make her remember , she used " Lost Wind " to negate " Clear Wing ' s " effects and halves its ATK . As they watched Yugo and Rin ' s Duel , the Doktor asked Leo his thoughts about his Parasite Monster s being able to program their hosts into being loyal to him . Leo praised his skill but warned him about losing those girls as they are important to the Arc Project and not to be harmed . Doktor told him that they must have ways to defend themselves due to their value . He also told him not to worry as his Parasite Monsters are perfect . Leo then looked over to the other monitor to see Yusho and Alexis . Rin then attacked " Clear Wing " but Yugo activates the effect of the " Speedroid Tri - Eyed Dice " in his Graveyard , banishing it to negate the attack . She then used " Call of the Wind Witch " to Special Summon " Parasite Fusioner " and fused it with " Winter Bell " to Fusion Summon " Wind Witch - Crystal Bell " . She also used the effect of " Parasite Fusioner " to equip it to " Crystal Bell " and destroy it when " Crystal Bell " would be destroyed by battle or card effect . She destroyed " Clear Wing " , causing Yugo to crash into the ground and destroyed their Duel Runner to his shock . She told him to stand up as their Duel is still going and used the effect of " Crystal Bell " again to copy " Ice Bell ' s " effect again . Rin told Yugo to surrender as his LP are close to 0 and Duel Runner being destroyed . However , he refused by bringing out " Crystal Wing Synchro Dragon " and attacked " Crystal Bell " . She used the effect of " Crystal Bell " to use " Clear Wing ' s " effect against " Crystal Wing " , but fails due to " Crystal Wing ' s " effect . However , she destroyed " Parasite Fusioner " instead and " Crystal Bell " is destroyed by " Crystal Wing " . As she was sent flying to the ground , she seems to regained her sense and calling out Yugo ' s name , much to his happiness . But , it turns out she isn ' t , as she activated the effect of " Crystal Bell " to bring back " Winter Bell " and " Parasite Fusioner " and Fusion Summoned a second " Crystal Bell " . She then used the effect of " Crystal Bell " to copy " Ice Bell ' s " effect , defeating Yugo . Doktor congratulated her and called her back as the Professor is waiting for her . Meanwhile , Celina throws Zuzu into a cell and told her the Lancers will lose for the Professor ' s sake . When she walks away , a small parasite tail is seen going back into her ear . When the Lancers landed on the island ' s north side , Sanders contacted the Professor and was told to carry out the mission according to the plan and take Yuya Sakaki down . He then gave a special mission to the elite students who have the top grades of Duel Academy : Defeat the Lancers . Meanwhile , more students surrounded the Lancers who decided to spilt up into two groups with Yuya ' s taking on the students and Declan ' s continuing to the lab . When the ambush failed , Sanders told his students not to worry as it ' s part of the scenario and asked them how would they handle the situation . When all of their plans focused on destroying them , Sanders had yelled at them as the objective is capture . He then told them to watch carefully on how to carry out a capture operation . After the Lancers pushed them into a corner , the students retreated only to trick the Lancers and capture them with energy nets . Sanders then picked Ted , Ethan , Bernie , Jacob , and Emma to put their lives on the line in a Survival Duel against the Lancers . When they were brought to the arena , Sanders told the Lancers they would battle his five elite students until there is only one man standing . He also told them the Survival Duel will create the ultimate soldier and the losers carded . Sanders activated the Field Spell " Predator Jungle " and started the Survival Duel . He told the rest of the students to burn this Duel into eyes as they will witness the birth of the ultimate soldier . As soon the Survival Duel started , Bernie spotted someone in the bushes and thought it was Lancer . That Duelist defeated them and sealed him into a card . His scream alerted Ted , Emma , and Jacob , who thought it was a Lancer being defeated . When the Lancers found Bernie ' s card , Ethan was spotted by them and he ran away . Meanwhile , when the screen Sanders and his students were watching displayed loss , he commented how " he " was haphazard as ever and that the elites will definitely make it . The students , however , noticed something was wrong when it still displayed ten Duelists and thought it was an error . Meanwhile , Ethan ran into Ted and told him how Bernie was defeated . When Ethan started to worry about being carded as well , Ted told him to run away like a dog and ran to find the Lancers while Ethan ran after him . Ted then spotted Moon Shadow Dueling someone and joined the Duel and received the intrusion penalty , allowing the unknown Duelist to defeat and seal him into a card . When Ted ' s signal disappeared from the screen , the students wondered why when no one started Dueling yet . One student wondered if the first defeat really happened , causing the others to think that the number of players is off . The unknown Duelist defeated Moon and sealed him into a card and cornered Ethan , who threw his deck at him in fear , sealed him into a card . He then watched Sylvio until he was caught hiding in the bushes and chased after him until he fell off the Duel arena . After Sylvio and Crow reunited , the unknown Duelist watched them until Emma and Jacob arrived . When the four of them started a Duel , he joined them and received the intrusion penalty while they wondered where he was . Meanwhile , when Shay reached Lulu , she pretended to act normally in front of him . She hugged him and asked about Kite , claiming that she didn ' t remember what had happened to him . Kite returned and attempted to tell Shay about her brainwashing . Although Shay initially denied it , the evidence that Kite provided proved to be too undeniable , and Lulu revealed her brainwashing . Leo watched Shay and Kite argue over Lulu ' s sanity while listening to the Doktor wondering if the siblings bond could beat the Professor ' s will , while drawing " Parasite Fusioner " again . She tried to attack Shay , though he fended her off easily , so Lulu then challenged her brother to a Duel . She Xyz Summon ed " Lyrilusc - Assembled Nightingale " and viciously assaulted him using her usual tactics . Shay claimed that he didn ' t care who won the Duel and he asked her why she was attacking him when he was all that she had left , and Lulu stated that she wasn ' t anybody ' s belonging , but the exchange had caused her true subconscious to begin to wake up . Shay brought out " Raidraptor - Blaze Falcon " on his next turn , and reduced the Overlay Units of " Assembly Nightingale " . Shay claimed that he knew Lulu ' s Deck and she warned him to remember those words . She drew " Parasite Fusioner " and attacked Shay again as her true personality began to recognize him , then she Special Summoned " Parasite Fusioner " and Fusion Summoned " Lyrilusc - Independent Nightingale " . Shay blocked Lulu ' s efforts to defeat him and she mocked him for acting so tenaciously despite claiming not to care whether he lost or not . Lulu was shocked when Shay Summoned Sayaka ' s " Little Fairy " and used " Cross Xyz " to Cross Xyz Summon " Raidraptor - Étranger Falcon " . Shay told her that Sayaka , Kite , and all of their comrades were waiting for her return , but Lulu claimed not to care . As Shay used the effect of Étranger Falcon to destroy " Independent Nightingale " and inflict damage , Lulu tried to use the effect of " Parasite Fusioner " to prevent its destruction but the real Lulu , in her own subconscious , stopped the Parasite . Lulu managed to regain control and told Shay to attack her , and " Étranger Falcon " wiped her out . The Doktor was proud that his Parasite Monster seemed to control Lulu even through her bond with her sibling , but he was pleasantly surprised when Shay defeated Lulu . He found the resulting data interesting and he left to make room for improvements on his Parasite Monsters as the Professor merely watched . The unknown Duelist swiftly defeated Emma and Jacob and sealed them into cards , with Sanders outraged that his top elites were wiped out and couldn ' t surpass that guy . The students wondered what was happening until one mentioned the " Battle Beast " , alerting the rest that he ' s just a rumor . The unknown Duelist hunted down Crow and Sylvio , before Crow eliminated Sylvio from the game by damaging his Duel Disk and engaged the unknown Duelist directly in an attempt to end the Duel in a DRAW . The unknown Duelist was able to survive , but the attack and its location drew him out of hiding . The students were shocked that the unknown Duelist was BB and Sanders told everyone that is the strongest Battle Beast he grown , BB . The Battle Beast pinned Crow down and sealed him into a card as Yuya and Gong arrived and attempted to stomp on the card , but Sylvio managed to snatch it away from him . The Battle Beast then proceeded to Duel Yuya and Gong , while Sanders told his students that Battle Beast is very hostile and will card anyone , causing him to be defective and imprisoned . He also told them that he was planning on molding them into the strongest duelists but there was no result after his chosen five were defeated . He told them if they don ' t want to carded like the first five , they should watch the Duel closely . He weathered their attacks by protecting his " Gladiator Beasts " with " Medallion of Gladiator Beast " and used destruction effects in combination with " Pollice Verso " to quickly reduce their LP . The students were surprised by Gong ' s Pendulum Summon while Sanders was unimpressed and said they awakened the monster that ' s battle hungry . The Battle Beast used Contact Fusion to bring out " Gladiator Beast Andabata " and " Gladiator Beast Gyzarus " ; Yuya and Gong managed to barely survive his subsequent attacks , as the Battle Beast blocked Yuya ' s moves to get an Action Card , forcing Gong to use one . Incensed at Gong ' s resistance , the Battle Beast wiped him out with the effect of " Pollice Verso " and prepared to seal him into a card , but was interrupted by the arrival of Jack Atlas , surprising everyone . He asked Jack if he was one of the Lancers ' comrades and told him to show that confidence he has against the Battle Beast . Jack asked the Battle Beast if he was the one who sealed Crow into a card , and the Battle Beast responded cryptically , prompting Jack to declare his actions unforgivable . Jack Summoned " Scarlight Red Dragon Archfiend " and used its effect to destroy " Andabatae " , countering the Battle Beast ' s efforts to protect it and resulting in the effect " Police Verso " inflicting extra damage . The students were surprised at how the Synchro Dimension had powerful monsters and that Battle Beast might lose . The Battle Beast thought that he ' d lost , but the effect of the " Red Warg " that Jack had used to Summon " Scarlight " prevented him from attacking , and the Battle Beast smiled in relief , causing Sanders to yell at him and join the Duel , receiving an intrusion penalty . The students were surprised that there instructor joined the Duel . He used " Test Fusion " to Fusion Summon " Gladiator Beast Tamer Editor " and used the effect of " Tamer Editor " to bring back " Andabatae " from Battle Beast ' s Extra Deck to his field . He told Battle Beast to show his strength and viciousness to the enemy , causing the Battle Beast to start shaking . Sanders told him it was a direct order from the Professor to eliminate the Lancers ; especially Yuya Sakaki . He tried to use the second effect of " Tamer Editor " to destroy " Scarlight Red Dragon Archfiend " , but Jack prevented it with " Red Armor " . Instead he attacked Yuya directly and told Battle Beast to prevent him from getting an Action Card , but the Battle Beast simply stood there in shock . Yuya dodged the attack with " Evasion " , and Sanders yelled at Battle Beast for not following orders , stating the superior officer ' s orders were absolute on the battlefield . He told the rest of his students to engrave it into their hearts , as absolute obedience was his cardinal rule . The Battle Beast activated his trump card , " Gladiator Beast Assault Fort " , to protect himself and challenged Yuya and Jack to break through it , shaking again . Sanders told him to bury Yuya and Jack , but yelled at him again for ignoring orders again and threatened to seal him into a card . To his utter shock , the Battle Beast used the effect of " Tamer Editor " to destroy itself , surprising everyone . He is then defeated and got mad at Battle Beast for attacking him too . The students watched as their instructor was defeated and discussed how Battle Beast will turn anyone into a card . But they this Duel as another teaching lesson since its supposed to teach them how harsh a real battle is . Battle Beast jumped off the fort and held Sanders down to seal him into a card . Before he could , Yuya ran to stop him but Battle Beast knocked him back . When Yuya revealed that Battle Beast didn ' t really want to fight , he asked Yuya want would he know . When Yuya revealed their similarities , Battle Beast told them he doesn ' t care about orders . He also threaten Sanders to seal him into a card for dragging him into a war Duel Academy started on a whim . When Yuya tried to prevent him , the students told him not to interfere as they want him to teach his " victory is everything " doctrine by being an example for all of them . Sanders told Battle Beast to seal him because he can teach his students how harsh a real battle can be . Battle Beast was about to but learned about Sanders goal to creating the strongest Duel solider in order to carry out the Professor ' s order to eliminate Yuya . He still got mad when Sanders tried to order him again but learned that it is the Professor ' s order and that he won ' t survive if he fails . Battle Beast then activated the effect of " Gladiator Beast Fort " , returning " Gladiator Beast Augustus " underneath it to the Deck to inflict 1000 damage to Yuya but he dodged it . He then used the effect of his other " Fort " , returning the " Gladiator Beast Laquari " underneath it to the Deck to inflict 1000 damage to Yuya but Jack used " Red Gazer " to reduce it to 0 . He got angry and put " Augustus " and " Laquari " back under the " Forts " . Sanders was angry that Battle Beast failed to win the Duel with his trump card . The students wondered why Battle Beast postponed carding Sanders and they started to chat " Turn him into a card " . Battle Beast was surprised when Jack used the effect of " Tyrant Red Dragon Archfiend " to destroy all cards on the field , wiping out his forts . The students were shocked after seeing " Tyrant ' s " power . However , Battle Beast brought out " Gladiator Beast Great Fortress " and placed all his monsters in the graveyard under it and negate the effects of all face - up monsters on the field . When Jack attack directly , Battle Beast activated the effect of " Great Fortress " , letting him Special Summon " Andabatae " with its effects negated and its ATK becomes 1000 plus the number of monsters underneath " Great Fortress " times 1000 . Also , when a monster is destroyed by battle or card effect when " Great Fortress " is face - up , that monster ' s owner will take 500 damage for each monster sent to the Graveyard . But , Jack used " Red Armor " in his Graveyard and banishes it to prevent " Tyrant ' s " destruction by battle . Battle Beast then placed " Andabatae " back under " Great Fortress " due to its effect and was angry that he couldn ' t take Jack down . When Yuya attack directly , Battle Beast used the effect of " Great Fortress " to Special Summon " Andabatae " . However he couldn ' t destroy Yuya ' s monster due to the effect of " Performapal Guard Dance " . He then Special Summoned " Gyzarus " while Yuya sent " Performapal Shieldrummer " to attack . His third Special Summoned monster " Laquari " took on " Performapal Odd - Eyes Unicorn " while his final monster " Augustus " blocked " Performapal Gongato " . The students were surprised at how Yuya survived of all Battle Beast ' s monsters even though he was fooling around . When Yuya had " Performapal Pararhino " attack directly , Battle Beast activated the effect of the " Gladiator Beast Noxious " in his hand , Special Summoning it in Defense Position . He was laughing that Yuya used up his attacks and couldn ' t do nothing now until he wondered why his monsters didn ' t return . He came out of " Great Fortress " and seen his monsters shooting paintballs . His monsters were switched with Yuya ' s when he used the effect of " Guard Dance " in his graveyard . He was then pull out of " Great Fortress " by the Performapal monsters and they dropped him into the paint . He listen to Yuya tell him how fun Dueling can be and that he should Duel his own way . He watched his monsters be destroyed by the effect of " Performapal Pendulum Art and Clean " while muttering Dueling that hurts people end today . The students were starting to be amazed by Yuya ' s Dueltaining after seeing it for the first time . When Yuya used the effect of " Pendulum Art and Clean " to destroy all monsters on the field that were Special Summoned this turn , Sanders called Yuya an idiot for destroying his monsters due to the effect of " Great Fortress " and he ' ll meet his end as well . However , he learned that Pendulum Monster s don ' t go to the graveyard , making the effect of " Great Fortress " useless , shocking him . Battle Beast used the effect of " Great Fortress " to inflict damage for each one , defeating him . He blamed himself for hurting so many people but Yuya told him he can atone for it since his true self returned . He cried and apologized when Yuya said he ' ll save the people that was carded . Sanders told Yuya that the Professor ' s next assassin will send him to his doom as his students take him away . A student then helped lead Yuya up to the surface when he was going ahead . The Doktor watched Lulu and Yuya running with Celina , laughing and stated he knew something like this would happen and was glad to place a Parasite monster into a Duel Academy student in advance . He stated that the " insects " were drawn towards something and called Celina a " queen " . Yuri confronted Declan , Riley , Yusho , Sora and Alexis in a hallway when Declan mentioned destroying Duel Academy . He threatened to seal everyone into cards , only to be pushed away by Alexis , while Sora activated the fence to trap him in . However , after pushing Riley out of the way he got trapped between the fence , which disabled his Duel Disk . Alexis told Yusho to continue on to the Professor while she held Yuri off . Yuri showed Alexis his " Honor Student Deck " and replaced his " Predaplant " Deck with it . Alexis started swiftly by Ritual Summon ing " Cyber Angel Nasatya " while Yuri requested some time to study his cards as he had no idea how they worked . Despite this , Yuri managed to Summon " Ancient Gear Reactor Dragon " and overwhelm Alexis with it . After his assault , Yuri childishly told Alexis to quickly end her turn so he could finish her off quickly . Alexis used the effect of " Nasateiya " in her Graveyard to Special Summon it from there and take control of " Reactor Dragon " by banishing the second " Nasateiya " . When Yuri called her evil for stealing his monster , Alexis called him evil as well for robbing important friends from them . She then used the effect of " Nasateiya " to gain LP equal to half of the ATK of " Reactor Dragon " and tried to attack him , but Yuri used " Unfinished Ancient Gear " to Special Summon " Ancient Gear Golem " and protect himself . She attacked " Gear Golem " twice and used " Fusion Destruction " to banish the three " Polymerization s " in Yuri ' s Deck to inflict damage for each one . She tried to convince Yuri that they could be friends now that he felt the same pain while the Professor watched . However , they were both shocked when Yuri revealed that sealing everyone into cards made him happy because it proved he was the strongest . Yuri revealed that he had modified the Honor Student Deck by including " Super Polymerization " . Alexis tried to counter it , but she failed , and Yuri Fusion Summoned " Ultimate Ancient Gear Golem " . Yuri proceeded to defeat Alexis with his new monster and seal her into a card , causing the Professor to stand up in horror . He then lowered the bars that separated him and Sora , explaining that he could have done so at any time , but kept Sora locked up to amuse himself and challenged him to a Duel . Meanwhile , the student told Yuya that Zuzu should be in the laboratory up ahead and smiled evilly as Yuya went on . At some point the Doktor placed a Parasite monster into Zuzu , brainwashing her . When Lulu ran off to search for Kite , she wondered what path to take inside Duel Academy before something told her to go right . The Doktor watched Lulu look for Kite , wondering should he proceed or not while laughing . ran into Yuya and they both were about to go help Shay , but the Doktor thought it was time for her to serve him and drew " Parasite Fusioner " again . Lulu suddenly challenged Yuya to a Duel , returning to her brainwashed state . Upon seeing Yuya set three cards without summoning a monster , she recognized that strategy . She was surprised when Yuya revealed he was Yuto after hearing the same words she told Yuto . She Special Summoned " Lyrilusc - Turquoise Warbler " and used the effect of " Turquoise Warbler " to Special Summon " Lyrilusc - Sapphire Swallow " and overlays them to bring out " Assembly Nightingale " , which gained 100 ATK for each Overlay Unit . When Shay arrived during Yuya and Lulu ' s Duel , the Doktor saw him as annoying disturbance and looked at Celina , making her go deal with it . She believed Yuya was Yuto due to him being familiar with her Deck , but didn ' t know about " Parasite Discharge " , which let her Special Summon " Parasite Fusioner " from her hand or Deck . She then used the effect of " Parasite Fusioner " to Fusion Summon " Independent Nightingale " and equip " Parasite Fusioner " to it . Lulu used the effect of " Independent Nightingale " to inflict damage to Yuya for each level it has . She then attacked him directly but Yuya activated two " The Phantom Knights of Lost Vambrace " to prevent Phantom Knights he control from being destroyed and lower " Independent Nightingale ' s " ATK . She was surprised when they were able to Xyz Summon and weaken her monster during her turn . Celina tased Shay upon arriving and joined the Duel , promising if Yuya wins she and Lulu will listen to him while receiving the intrusion penalty . The Doktor laughed , saying its time for Yuya to meet his maker while the Professor watched . Celina summoned " Parasite Fusioner " and activated " Parasite Plant " to fuse her " Parasite Fusioner " and Lulu ' s " Independent Nightingale " equipped with " Parasite Fusioner " to Fusion Summon " Parasite Queen " , equipped with both " Parasite Fusioners " . The Doktor called it a success and that his genius created the ultimate parasite monster , telling them to rampage to their heart ' s content . When Yuya activated the effect of " The Phantom Knights of Cursed Javelin " to negate " Parasite Queen ' s " effect and reduced its ATK to 0 , Celina ' s " Queen " was unaffected by card effects due to the effect of " Parasite Plant " and destroyed " Cursed Javelin " while setting a card . She told Yuya not all of them are Duel Academy ' s enemies . When Yuya tried to make her remember her leaving Duel Academy , she revealed she does remember but it ' s all in the past and showed the insects created by the Doktor . She also told him the insects are in their head and that Zuzu has one too . Lulu also told him that they have been reborn by the Doktor . Celina tried to tell him to give up , before being silenced by him and her and Lulu were surprised when Yuto took over Yuya ' s body . The Professor then stood up in surprise when Yuya turned into Yuto and wondered if the second personality in Yuya was something else . When Yuya and Yuto said they were going to defeat the Doktor and save the girls , he dared them too if they defeat Lulu and Celina while laughing with Rin and a brainwashed Zuzu behind him . Yuri Dueled Sora and pushed him into a corner until Sora counterattacked with " Frightfur Chimera " . However , Yuri Fusion Summoned " Gear Golem " and destroyed " Chimera " , defeating Sora . Before he could seal Sora into a card , he was interrupted by Yugo and Aster . When Yuto tried to destroy " Queen " , Lulu was surprised Yuto used the Action Card while Celina used the effect of " Parasite Fusioner " to negate the destruction . When he tried to attack " Queen " , she used the effect of " Queen " to equip " Parasite Fusioner " to " Dark Rebellion Xyz Dragon " , weakening it . She then used " Power Parasite " to equip a " Parasite Fusioner " from the graveyard to " Queen " . However , she destroyed it again to prevent " Queen ' s " destruction and was impressed when Yuto used the same strategy , but she and Lulu took damage from " The Phantom Knights of Around Burn " . Lulu used the effect of " Parasite Plant " to equip " Parasite Fusioner " from her Deck to " Queen " and take control of it . She then used " Double Parasitic Rebirth " to equip two " Parasite Fusioners " from the graveyard to Dark Rebellion Xyz Dragon " and attacked but Yuto evaded it . However , she used " Parasitic Maneuver " to attack again but Yuto used " Miracle " to halve the damage and protect " Dark Rebellion " . Celina used the effect of " Parasite Plant " to equip " Parasite Fusioner " from her Deck to " Queen " and take control of it . When Yuya tried to go an action card , Celina tried to grab it first but couldn ' t , however she noticed the Parasite Monster going inside his ear . The Doktor saw this as well and was happy that he ' ll become one of his servants and held " Parasite Fusioner " in the air . When Yuya passed out , Celina called him their comrade but she and Lulu were surprised he resisted the control . The Doktor was surprised that Yuya resisted the control and wondered why . Celina then attacked but Yuya negated it with " The Phantom Knights of Wrong Magnet Ring " . She and Lulu were annoyed that Yuya took all of their " Parasite Fusioner ' s " . When Yuya Summoned " Odd - Eyes Pendulum Dragon " , the Doktor commented that his ace monster finally appeared , but his Parasite Deck has yet to show everything off . Celina used " Parasite Magic " to use Lulu ' s " Parasite Discharge " to Special Summon " Parasite Fusioner " from her Deck . Lulu then used " Parasite Generator " to prevent " Parasite " monsters from being destroyed by card effects and treating each " Parasite Fusioner " on the field as two copies of itself . She then used the second effect of " Parasite Generator " to Special Summon a " Parasite Fusioner " from her Deck as many " Parasite Fusioners " from the Graveyard as possible . She brought back two from her and Celina ' s Graveyards with each one treated as two , bringing to a total of twelve . She told Yuya it was a waste of time removing all of them earlier . The Doktor appeared to Yuya through a monitor , telling him how terrifying his Parasite Deck is . He also told Yuya he ' ll never be able to meet Zuzu because he ' ll rot away , but showed him that Zuzu is already under his control . Celina and Lulu notice something was wrong when the " Parasite Fusioner ' s " were scared of something . They were surprised to see a dark aura coming from Yuya and the Summoning of " Odd - Eyes Raging Dragon " . When Yuya used the effect of " Raging Dragon " to destroy all cards , they reminded him that " Parasite Generator " protects their monsters from destruction and " Parasite Plant " doubles the protection . But , they were surprised that " Raging Dragon " negates the effects of Spell and Trap Card s . They were also surprised that Yuya could attack twice per turn and were defeated . Celina then kicked Yuya in the stomach when he was distracted by Shay and escaped with Lulu . They returned to the Doktor , who introduced himself to Yuya and trapped him in a cage . He then told the Professor that Yuya has been secured and left with all four girls . Meanwhile , Duel Academy students surrounded Declan , Riley , and Yusho and took them to the Professor , telling Yusho he ' s been waiting for him . Duel Academy . Yuri taunted Yugo and accepted his challenge after Yugo threatened to defeat him . He switched Decks because he felt something was missing while pronouncing Yugo ' s name wrong . When Yugo summoned " Clear Wing " , Yuri ' s desire to burn everything grew stronger and Fusion Summoned " Starving Venom " . He then entered a synchronized awakening and start shouting to become one . Meanwhile , Leo saw Riley , wondering who he was and told Yusho he wasn ' t a genius since the ARC System was just reproduced from existing technology . He revealed to them that it was developed in the United World and asked them why the only difference between the Four Dimensions were the Summoning methods . He then revealed how the United World had all of them and the ARC System was already put to practical use there . He wanted to give new possibilities and create a ARC System that was more vivid , lively , and flexible . He then used Duel Monsters with it and found out there were perfectly compatible but unintentionally opened Pandora ' s Box . His research brought forth powerful monsters with mass and was praised as the person for leading Dueling into a new era . But the technology led the world to ruin due to the people ' s frenzy and the appearance of Zarc . He also revealed how Zarc evolved Fusion , Synchro , and Xyz with their finest dragons and stood at the top of the Dueling world . Then , when the people celebrated that day , Zarc declared he ' ll the world and Summoned his four dragons to attack everyone . He then remembered how Duel Monsters had souls , which appeared in the worst possible way by giving them real bodies , thereby materializing their anger . Since they a body made from Solid Vision , normal weapons had no affect on them and had begun to take revenge . He told them how the four dragons swallowed Zarc ' s and became the Ultimate Monster : Supreme King Z - ARC . The only thing that could fight Zarc , who had godlike power was a Duelist just as strong . Leo felt responsible for creating that demon and couldn ' t afford to give up , even if it meant sacrificing himself to save his world . When Declan called it a myth to calm Riley , Leo angrily told him it did , since took place in front of his eyes and that world would enter its final moments because of Supreme King Z - ARC . When Yusho questioned him about Zarc , Leo told him how the four dragons were responsible for combining into that monster and when it split , the world did as well for each summoning method . He was then contacted by a Duel Academy member who told him that Yuya escaped from the Doktor ' s lab , surprising him . He then told the Doktor to bring the girls as fast as he can and saw Yuya enter his inner chambers . As Yusho tried to convince him not to involve the children and tell him the full story , Leo told Yuya he ' s finally gotten this far and told Yusho that Yuya isn ' t his son . When Yuya told him to give Zuzu back , Leo told him , he ' s trying to bring back the truth . Zuzu and her counterparts then appeared behind him in tubes and was told by the Doktor that is ready . When the Doktor wanted to deal with Yuya , Leo thought he couldn ' t win and listened to him express confidence in his work . the Doktor thought it wasn ' t impossible and expressed confidence in his Parasite work . When he told the Professor that they should be sharing a similar curiosity in confronting challenging research as fellow researchers , Leo turned him into a card due the Doktor ' s dangerous thinking and his own past curiosity that caused the Supreme King Dragon ' s birth . When Yuya tried to run to Zuzu , Leo blocked his path and told everyone how he created four cards that could defeat Supreme King Z - ARC but were stolen by his daughter Ray , who used them herself to prevent Leo from sacrificing himself . When she defeated Zarc , he was sent to a strange town where only standard Duels happened and recreated the ARC System while meeting Yusho around that time . He revealed that the devil also divided into four due to Ray ' s sacrifice and became aware of it due to his memories coming back . He then obsessed with the possibility that Ray must be somewhere in the Four Dimensions . When Declan revealed why he was looking his father , Leo stated how he came to the Fusion Dimension and told him he didn ' t go to Duel Academy for a war of aggression . He believed in Ray ' s survival and found it in Duel Academy , which was Celina due to her spitting image and bracelet . However , she didn ' t have Ray ' s memories and remembered that Ray ' s shadow spilt into four when the Supreme King Dragon divided . He then thought that what if Ray was also divided in each of the Four Dimensions . He then revealed that the girls are reincarnations of Ray and plans to revive her , using the Arc Project for that purpose . He then revealed ARC - V to everyone , which will bring back the fifth dimension and Ray completing Revival Zero . He asked Declan to lend his power to defeat Yuya because he is the reincarnation of Zarc and Ray sacrificed and spilt herself to defeat him . He then revealed how Yuya merged with Yuto and increased in power , saying they have to bury that destructive power to prevent the devil ' s revival . When Declan refused to help him and follow his beliefs with Yuya , Leo told him that belief will bring about a ruined world and challenged them to a Duel . Leo revealed that he already started the process to fuse the girls back into Ray and the Four Dimensions back into one . When Yuya brought out Odd - Eyes Pendulum Dragon " , Leo remembered it as " Odd - Eyes Dragon " which angered him . He watched Declan Pendulum - Fusion , Synchro , and Xyz Summon , saying he took up arms while he was gone . His Extra Deck was sealed away when Declan used " Dark Contract with the Monopoly Seal to prevent him from using the three summoning methods Declan used . Leo told Declan that Yuya is an avatar of Zarc and shouldn ' t deny it any longer by joining him but Declan still refused . When Declan told him that if he don ' t fuse the dimensions with ARC - V , Zarc won ' t revive and the Four Dimensions will be at peace . However , Leo still believed that Zarc would revive even if he didn ' t create ARC - V , especially since Yuya already absorbed Yuto . Leo then surprised everyone when he set the Pendulum Scale with two " Spirit Reactor ' s " and used the effect of one to copy Yuya ' s " Timegazer Magician " Pendulum Scale in order to Pendulum Summon " Spirit Tech Force - Pendulum Governor " and " Spirit Crystal - Salamander Core " . He then used the effect of " Pendulum Governor " by Tributing " Salamander Core " to destroy " Odd - Eyes " and " D / D / D Flame King Genghis " , unsealing Fusion Summon , and inflict damage to Yuya and Declan . Leo used the second of " Pendulum Governor " to prevent Declan from attacking with " D / D / D Gust King Alexander " and " D / D / D Wave King Caesar " . He told them that they couldn ' t do anything nor his plan will be disturbed . Leo criticized Declan ' s leadership with the Lancers and that their one plan don ' t the consider the possibly of the enemy exceeding their expectations . When the girls capsules started to glow , Leo revealed it was only a matter of time until ARC - V starts up and that Ray ' s revival is at hand . Leo tried to convince Declan one more time but noticed Yuya ' s awakening and revealed its Zarc dwelling inside him . He told Declan to make the decisive decision and join him to prevent the devil ' s revival . Leo took 2400 effect damage from the effect of " Performapal Gatling Ghoul " and was about to lose when Yuya used the second effect of " Gatling Ghoul " to destroy " Pendulum Governor " and inflict damage to " Pendulum Governor ' s " ATK . Leo used the Pendulum Effect of " Spirit Reactor " to negate the attack by using Declan ' s monsters . Leo contacted a Duel Academy member for ARC - V ' s energy reading and told him to increase the input speed before Zarc revives . When Declan brought out " D / D / D Doom King Armageddon " , Leo thought it was futile because he won ' t take much damage until Declan used " Illegal Dark Contract with the War God " to lower " Pendulum Governor " and increase " Doom King Armageddon ' s " ATK . However , Leo used " Dis - swing Fusion " to stop Declan ' s attack , take control of " Doom King Armageddon " , and Fusion Summon " Master Spirit Tech Force - Pendulum Ruler " . He laughed and told Declan he hasn ' t changed , making him easy to read and a second rate Duelist . He then declare he ' ll destroy " Gatling Ghoul " and Yuya but Yuya used " Twin Big Shield " to protect " Gatling Ghoul " . Leo told Yuya he will defeat him before Zarc could absorb his Synchro and Fusion alter egos and revive completely . He Pendulum Summoned " Salamander Core " and " Spirit Crystal - Silpheed Core " but had to return " Salamander Core " back to his hand due the effect of being Special Summon ed from the Extra Deck . He told Celina that the effect of " Salamander Core " can only activate when Pendulum Summoned from his hand . He then used the effect of " Pendulum Ruler " to use the effect of " Silpheed Core " twice by tributing it . He destroyed " Twin Big Shield " and " Illegal Dark Contract with the War God " to deal double damage to Yuya and Declan . He was then informed that ARC - V will reach 30 % and was happy he was closing in on daughter ' s revival . He told them to keep adding energy since it should able to accept faster and activate ARC - V as soon as possible . Leo destroyed " Gatling Ghoul " and used " Doom King Armageddon " , giving Declan ' s monster the honor to kill Zarc ' s atler ego , to attack directly but Yuya used " Evasion " to dodge it . When Yuya threatened to bury him , Leo told Yuya it was useless due to " Pendulum Ruler " and " Doom King Armageddon " . When Yuya brought back Odd - Eyes " and Summoned " Dark Rebellion Xyz Dragon " , Leo see it as Zarc ' s and declared that Yuya no longer exists . When Yuya brought out " Odd - Eyes " and " Dark Rebellion " , Yuri ' s " Starving Venom " resonated with them and " Clear Wing " while continue shouting to become one Leo was surprised when Yuya brought out " Odd - Eyes Raging Dragon " and all cards except " Pendulum Ruler " and " Doom King Armageddon " were destroyed by the effect of " Raging Dragon " . When Yuya destroyed " Doom King Armageddon " , Leo didn ' t damage due to the effect of " Dis - swing Fusion " causing Declan take damage instead . Leo learned that ARC - V will enter the designated range and told them to hurry and revive Ray . He was then attacked and sent flying into his chair but before he could be defeated , Yusho used " Binding Swords of Impact " on Yuya , which terminated the Duel , surprising him . He learned Yusho that the card he gave was a failure due to a bug where it doesn ' t disappear when the ARC System goes offline . He also learned that Yusho brought the card to remind Leo the basics and thought of using it to bind him but never on his own son . Leo then learned that ARC - V was at fifty percent and left his throne room to watch over ARC - V . As the throne room sealed itself off , Leo said that they can no longer turn back . Meanwhile , Yuri told Yugo he will become one with him and attacked " Clear Wing " but it was negated and set a card . He complimented Kite ' s move against Yugo and his and Yugo ' s dragons were taking over by Kite with the effect of " Neo Galaxy - Eyes Cipher Dragon " . He asked Yugo was he done playing since he was the real opponent and started to get angry . He looked at Yugo falling to the ground and Summoned " Predaplant Sarraceniant " , telling Aster its too late to get him to smile . He then discarded " Predaplant Drosophyllum Hydra " to use " Super Polymerization " and Fusion Summon " Greedy Venom Fusion Dragon " . He then used the effect of " Greedy Venom " to reduce " Destiny HERO - Dusktopia ' s " ATK to 0 and negate its effect , but Yugo used the effect of " Crystal Wing Synchro Dragon " to negate " Greedy Venom ' s " and destroy it . He then used the second effect of " Greedy Venom " to destroy every monster on the field and inflict damage equal to their original ATK . However , Aster used the effect of " Dusktopia " to prevent " Crystal Wing ' s " destruction and battle damage , saving Yugo from defeat . Leo wondered how long Yuya ' s binding will last , wanting to revive Ray first . He stated that by putting the girls into ARC - V first , the world would be one and Ray could revive along with a certain card . He then told the staff to hurry up and increase the life energy . He was then told that ARC - V ' s energy was at sixty percent and Zuzu being transferred into it . Meanwhile , Yuri then used the effect of " Greedy Venom " to banish " Sarraceniant " from his Graveyard to Special Summon " Greedy Venom " . When Yugo attacked " Greedy Venom " , Yuri knew he would use the effect of " Crystal Wing " to increase its ATK . He then asked Yugo did he forget the effect of " Greedy Venom " , destroying " Crystal Wing " and inflict damage equal to their original ATK . Then banished " Starving Vemon " from his Graveyard to Special Summon " Greedy Venom " . When Yugo perfectly guessed it , Yuri told it was correct . When Yugo destroyed " Speedroid 5 6 Plane " with the effect of " Clear wing " , Yuri asked him what was the point . When destroyed " Greedy Venom " , Yuri used the effect of " Predaplant Drosophyllum Hydra " in his Graveyard to banish " Predaplant Flytrap " and return " Starving Vemon " to halve the damage . He then used " Extra Shave Reborn " to bring back " Starving Venom " and used the effect of " Starving Venom " to negate " Clear Wing ' s " effects and steal it . He then used " Predator Graft " to Special Summon " Drosophyllum Hydra " and used the effect of " Drosophyllum Hydra " to banish " Predaplant Moray Nepenthes " to lower " Clear Wing ' s " ATK by 500 . He then used the stolen effect of " Clear Wing " to negate the effect of " Drosophyllum Hydra " , destroy it , and increase " Starving Venom ' s " ATK . He then destroyed " Clear Wing " and defeated Yugo . Yuri complimented Yugo ' s Dueling , telling him their meeting was fate and that they one in the same . He pulled out " Starving Venom " and apologized to Yugo for treating him as annoyance , telling him they will become one . " Starving Venom " then resonated with " Clear Wing " as Yuri absorbed Yugo using his dark aura , which took the form of a dragon ' s silhouette , and acquired " Clear Wing " in the process . Happy that they became one , he then felt the other half nearby and resonated with it as his dark aura overflowed . He then sent Yusho flying into the throne room , telling Yuya his name and that he ' s Yugo as well . He sent Yusho flying to the ground while hearing Yuya call him father and Declan into a pillar next to Riley . He then questioned Yuya about his parents and learned Yusho is his father . He told Yusho he wouldn ' t give up because Yuya wants to become one and told Yusho he ' s was going to card him in front of his son . After watching Yuri absorb Yugo and getting close to Yuya , Leo ordered his staff to hurry up and transfer Lulu into ARC - V , so Ray could come back as soon as possible . Yuri then Dueled Yusho and Summoned " Predaplant Cephalotus Snail " while setting two cards , telling him its enough . When Yusho brought out " Performapal Sky Magician " , Yuri thought he used a Spellcaster Deck but learned it was Performapal . He also learned from Yusho that his trump card was going to be destroyed and told him to try . He used " Dark Seed Planter " to change " Sky Magician ' s " Attribute to Dark and negate the attack , but Yusho used the second effect of " Sky Magician " to return " Magician ' s Right Hand " to his hand and use " Magician ' s Left Hand " to negate the trap . " Sky Magician " gained more ATK and continued the attack but Yuri used the effect of " Cephalotus Snail " to prevent its destruction and halve the damage . He told Yusho he failed to destroy his trump card but learned how everything went according to his plan . When Yusho used " Clairvoyance " to guess what card it was , Yuri reminded him that if he fail , he ' ll lose . He learned how Yusho found out what the card was and got angry when " Super Polymerization " was correctly guessed . Yuri was then forced to return it to his Deck and told Yusho no one ' s ever given him this much pleasure before , not even Yugo . He also told Yusho he ' ll reward him in his own way and Summoned " Predaplant Lilyzard " while using " Seed Cannon Salvo " to weaken " Sky Magician " and inflict damage to Yusho . But , Yusho destroyed it with " Magician ' s Right Hand " , allowing Yuri to use the second effect of " Seed Cannon Salvo " to destroy Yusho ' s cards but was stopped by " Performapal Sky Ring " . Yuri then used " Ivy Bind Castle " to negate the effects of Yusho ' s cards , prevent him from attacking , and inflict damage for every monster on the field . Yuri wondered if Yusho could still pull off his Dueltaining and wanted Yusho to show him . He then started the second act of Dueltaining since he arranged stage with great care and told Yusho he ' ll give him applause if he pulls it off . Yuri then used the effect of " Ivy Bind Castle " to inflict damage to Yusho and asked him did he just wanted to show off the effect . He was surprised when " Sky Magician " escaped from " Ivy Bind Castle " and wondered how he did that . His " Ivy Bind Castle " was destroyed by the effect of " Sky Magician " when it leaves the field and Special Summoning " Performapal Sky Pupil " , angering him . His " Lilyzard " and " Cephalotus Snail " , with its effects negated , were also destroyed and got frustrated . He then drew a card and was prepared to turn things around and asked Yuya didn ' t he want to become one with him . When Yuya refused , Yuri wasn ' t since he ' ll make him crazy for him again and become one like Yugo because it was destiny . But when Yusho refuted his claim , Yuri told him his prediction was wrong and that " Super Polymerization " wasn ' t his trump card . When Yuya called it a bluff , Yuri used the effect of " Predaplant Cordyceps " in his graveyard to bring back " Lilyzard " and " Cephalotus Snail " by banishing it and drew a card due to the effect of " Lilyzard " . He then used his trump card " Transcendental Polymerization " and started his own Dueltaining with it . He paid 1000 LP to Fusion Summon " Starving Venom " and brought back " Lilyzard " and " Cephalotus Snail " again with 0 ATK . He drew another card again due to the effect of " Lilyzard " and used the effect of " Transcendental Polymerization " to turn " Lilyzard " into a Tuner monster . He then Synchro Summon ed " Clear Wing " and used the effect of " Starving Venom " to negate the effects of " Sky Magician " and used them as his own . However , he considered it boring and told Yusho his Dueltaining would surpass his expectations by using the effect of " Clear Wing " to negate the effects of " Starving Venom " , destroy it , and increase " Clear Wing ' s " ATK . He still considered it boring if he attacks and that his Dueltaining should be even more enjoyable like himself . He destroyed " Magician ' s Right Hand " and " Magician ' s Left Hand " to use " Flower of Destruction " to decrease " Clear Wing ' s " ATK by 3000 and bring back " Starving Venom " and " Fruit of Destruction " to inflict damage to Yusho and lower " Sky Magician ' s " ATK by the difference between that and its original ATK . He told Yusho the real Dueltaining starts now but for him it ' ll be living hell and used the effects of dragons and spells again . He told Yusho it will happen six more times and has happy how the pleasant feeling came back . Meanwhile , Leo had Rin transferred into ARC - V and wanted Yusho to endure his Duel with Yuri so Ray could revive soon . Yuri continued his Dueltaining and told Yusho to surrender as Yuya is his and won ' t give him to anyone . He then attacked " Sky Magician " , defeating Yusho , sealed him into a card , and showed it to Yuya while laughing . Yuri liked Yuya ' s new look , thanking his carded father for it and was pushed back by Yuya ' s shockwave . Liking his anger and power , Yuri couldn ' t wait to be one with Yuya and challenged him to a Duel with Yusho ' s card on the line . He told Yuya to entertain him since his father worked so hard and Summoned " Predaplant Ophrys Scorpio " . He then used the effect of " Ophrys Scorpio " to send " Predaplant Stapelia Worm " to the graveyard and Special Summon " Predaplant Darling Cobra " , using the effect of " Darling Cobra " to add " Polymerization " to his hand and Fusion Summon " Starving Venom " . He told Yuya his dragon is looking for his and set a card . When Yuya started to hesitate after drawing a card , Yuri criticized him and told him to surrender . When Yuya Summoned " Odd - Eyes Pendulum Dragon " , Yuri told him their hearts understand each other and was happy when their dragons resonated . He used " Predator Germination " to prevent " Starving Venom ' s " destruction and destroy " Odd - Eyes " but was protected by the effect of " Performapal Coin Dragon " and still took damage from the effect of " Odd - Eyes " . He thank Yuya since could advance his game and used the second effect of " Predator Germination " to Special Summon three " Predaplant Token s " , but one was destroyed by " Drago Remora " . Yuri Tributed a " Predaplant Token " to Summon " Predaplant Banksia Ogre " and told Yuya how is best was wasted . He then tunes " Banksia Ogre " with his last " Predaplant Token " to bring out " Clear Wing " and felt more excitement from the dragons resonating again . He used the effect of " Starving Venom " to negate and steal the effects of " Odd - Eyes " , but Yuya used " Starlight Force " to negate the effects of his dragons and change their levels to 4 . Instead , Yuri destroyed Yuya ' s dragons and asked him what will he do . When Yuya brought back " Odd - Eyes " and Xyz Summoned " Dark Rebellion Xyz Dragon " , Yuri felt more excitement as the Four Dimension Dragons resonated . When Yuya tried to use the effect of " Dark Rebellion " , Yuri used " Dragon Creeping Plant " to take control of " Dark Rebellion " . He told Yuya nobody will stop them and shouted to become one as he awakened again . As he watched Yuya and Yuri ' s Duel , Leo was worried about Zarc reviving if it ends and hurried up Celina ' s transfer into ARC - V . He was then informed about her transfer and had his throne move away from ARC - V as it activated . After being informed about ARC - V ' s startup and the Fusion Dimension ' s interference , Leo stated that ARC - V will expand and capture the Four Dimensions to mix into it and revive as a original united dimension and Ray . He then activated the Isolation Dome to prevent Zarc ' s integration into ARC - V until those four cards and Ray return . He wondered why Ray hasn ' t revived yet and asked for a life reaction inside the core . When it couldn ' t confirmed , he wanted her to hurry and come back . He told Yuya there was nothing he could do after taking " Dark Rebellion " and asked him was he gonna surrender . When Yuya struggled to answer from the pain , Yuri told to surrender and become his . He even tried to pressure him into saying he lost and wants to become one with Yuto and Yugo awakened with him . As Yuya was close to giving in , Yuri told him don ' t let anyone get in his way because it was their problem . But , when Declan tried to remind Yuya of his father , Yuri told Yuya his father doesn ' t matter and that he should be honest with his heart of becoming one like himself . He told him everyone was waiting and continued to shout to become one with Yuto and Yugo . However , when Yuya set a face - down , Yuri took it as Yuya ' s answer to continue the Duel and thought about finishing it calmly but decided to finish him . He then destroyed " Odd - Eyes " with " Starving Venom " and attacked Yuya directly with " Clear Wing " , using " No Action " to negate Yuya ' s " Miracle " . When Declan told Sora and Aster what happened to Yusho , Yuri told them he got in his way since Yuya wanted to become one . He then sent Declan , Riley , Sora , and Aster flying to the ground for trying to interrupt his Duel . He attacked Yuya with " Dark Rebellion " and used " Crush Action " to destroy Yuya ' s action cards but he used " Farewell " to end the battle . When Declan , Riley , Sora , and Aster revived Yuya ' s broken spirit , Yuri started to clap and was happy that he got motivated because he would ' ve frustrated if he was left in his broken state . When Yuya received from pain bringing back " Odd - Eyes " , Yuri told him he ' ll never learn . He then lost control of " Dark Rebellion " and " Clear Wing " when Yuya used the effect of " Performapal Trap Mimic " to destroy " Dragon Creeping Plant " and copy its effect . However , he used " Predaplant Reborn " to Special Summon " Stapelia Worm " from the graveyard . When Yuya used the effect of " Dark Rebellion " on " Starving Venom " , Yuri used the effect " Stapelia Worm " to negate the effect " Dark Rebellion " and destroy it . But , Yuya used the effect of " Clear Wing " to negate the effect of " Stapelia Worm " and destroy it and used the effect of " Dark Rebellion " again . Yuri then used " Ridicule World " to increase all of Yuya ' s monsters ATK , but prevents them from attacking . However , Yuya used the second effect of " Flat Rat " to change Odd - Eyes ATK back to normal by Tributing it . He was then defeated by Yuya and was glad his first loss was to him because they were counterparts . He pulled out Yusho ' s card keeping his promise and told Yuya to absorb him quickly . He then awakened and was absorbed by Yuya , who finally succumbed to Zarc ' s will to fuse back into the Supreme King Z - ARC . When a dimensional rift opened with Supreme King Z - ARC , the soldiers in Heartland stared in shock . At Duel Academy , the students were questioned by Supreme King Z - ARC for their fear , even though he resurrected for them . Some of the students told the Supreme King they didn ' t want this , but were silenced and attacked by him . Meanwhile , as his throne gets close to ARC - V , Leo checks to see why Ray wasn ' t reviving and wondered if the life energy was insufficient . He then screamed Ray ' s name in anger , grabbed the four cards and joined the Duel against Zarc , receiving an intrusion penalty . Leo asked Zarc if he do still remember him as he watched Sylvio and Crow get defeated . He vowed to defeat Zarc on Ray ' s behalf and make the Four Dimensions one again . He used " Spirit Collapse " to send " Pendulum Ruler " to the Graveyard stating that since there are three Fusion monsters in the graveyard , the conditions have been met . He was surprised when Declan joined the Duel , who told Leo he wasn ' t the only person who caused Zarc to become evil . Leo prepared to use the four cards , but Zarc activated " Supreme King Brutality " to send the cards to the Graveyard and inflict damage for each sent card , defeating Leo . He was then sent flying into the building and caught by Declan . Leo punched the ground in anger as his plan to seal Zarc was gone , but Declan told him they still have hope as everyone that Dueled Zarc believe Yuya ' s soul is inside of him . When Zarc revealed that he was the true founder of Pendulum and vowed to win their next battle , Leo was surprised he was talking about Ray . Leo then mentioned how Ray splendidly used the Natural Energy Cards to split Supreme King Z - ARC but at a cost . When Zarc began attacking with his Supreme King Dragon " , was confident Declan wouldn ' t take damage due to the Pendulum effects of his monsters . However , he was worried when Declan was almost defeated and both of them were saved by Moon Shadow from " Supreme King Z - ARC ' s " attack . He was surprised when Ray returned by possessing Riley ' s body and was happy when used the Natural Energy Cards to destroy " Z - ARC " and his " Supreme King Dragons " . When Riley and Ray defeated Zarc , Leo noted that the world was about to split into four again . Following the battle , all of the carded students were freed from their cards . Following the battle against Zarc , Dennis was freed from his card and appeared before Yuya , who was traveling through the dimensional corridor gate , in the Xyz Dimension . He told Yuya that he would be his opponent instead of Shay , due to him going to the Fusion Dimension to save Lulu . When Yuya was about go there , Dennis stopped him since he still wanted to Duel and revealed that he was one of Yusho ' s students . He told Yuya he could go if he won and pointed out the spectators , making him accept the challenge . But when their parents didn ' t want them to watch the Duel , Dennis revealed his " Polymerization " and threatened to seal them back into cards if they didn ' t watch . He Fusion Summoned " Performage Trapeze Force Witch " and equip ed " Ancient Gear Mask " it . He attacked " Odd - Eyes " , using the combined effects of " Force Witch " and " Ancient Gear Mask " to weaken " Odd - Eyes " prevent Yuya from using Spell or Trap Card s . This destroyed " Odd - Eyes " . As Yuya wondered why Dennis was acting evil Aster appeared during their Duel with Mamoru , Gloria , and Grace to tell Yuya that it was Duel Academy ' s fault that they ' re being seen as detestable beings for sealing everybody into cards and even if they restore the Xyz Dimension , the people still won ' t forgive them due to inflicting large wounds . He told Yuya that if he could communicate with Dueling , they might be able to see a solution . When Yuya Special Summoned " Odd - Eyes " back and had it attack " Force Witch " , Dennis used its effect to lower the ATK of " Odd - Eyes " , but Yuya used the effect of " Performapal Miracle Mirrorabbit " to redirect the effect of " Force Witch " to itself . Though " Ancient Gear Mask " prevent the destruction of " Force Witch " , Yuya used the second effect of " Mirrorabbit " to allow " Odd - Eyes " a second attack at the expense of its own . He also used the first effect of " Mirrorabbit " again to allow " Odd - Eyes " to destroy " force Witch " . When Yuya forced him giving evil persona by announcing that he crossed dimensions to give an amazing Dueltainment , Dennis gave in and Xyz Summoned " Performage Trapeze Magician " . He then used the effect of " Trapeze Magician " to attack three times but Yuya used " Evasion " for " Mirrorabbit " and " Miracle " for " Odd - Eyes " , destroying " Trapeze Magician " . However , Dennis used " Rank - Up - Magic Magical Force " to Rank - Up " Trapeze Magician " into " Performage Trapeze High Magician " , using its effect to attack three times but Yuya survived with the Pendulum Effect of " " Performage Bubble Gardna " . When Yuya used the effect of " Performapal Sword Fish " to lower the ATK of " Trapeze High Magician " , Dennis used its effect again to prevent its from destruction up to thrice per turn and climbed up Heartland Tower . However , Dennis was defeated when Yuya attacked " Trapeze High Magician " repeatedly using " Challenge Stairs " , " Hope Stairs " , his Monster effect s , and " Miarcle " until it was destroyed . He fell off the tower but was caught by Yuya and both of them responded to everyone who were happily applauding their Duel . When all of the kids wanted Yuya to teach them Dueltaining , he promised them Dennis would be their teacher , who accepted and mentally thanked Yuya as he left for the Fusion Dimension . As Yuya just arrived in the Fusion Dimension , Sora took him to Shay , who was attempting to enter Leo ' s chambers as Alexis tried to stop him . Yuya challenged Shay to a Duel , but Shay denied his challenge . Sora realized that Shay wouldn ' t listen to them about Ray , and he asked Alexis to let Shay in . Alexis asked Shay not to disturb Leo , but Shay shoved her out of the way and approached Leo , asking where his sister Lulu was . Leo returned to his efforts of reviving Ray and became aware of Yuya ' s revival in the " Pendulum Dimension " , and managed to collect what appeared to be Ray ' s spirit , though he was unsure that it was Ray and theorized that as Zarc ' s fragments had revived as Yuya , Ray ' s fragments would eventually revive as Zuzu Boyle . Leo claimed that Lulu was gone , just as Yuto was . Shay grabbed Leo ' s shoulder and tried to punch him , and as Alexis tried to stop Shay , Leo replied that Shay could hit him all he wanted . He expressed remorse for being so caught up in reviving Ray that he had dismissed the lives of the four girls that she had split into . Shay lowered his fist , and he left to Duel Yuya . Sora and Alexis watched Yuya and Shay ' s Duel , and Sora noted that Shay and Yuya were going all - out from the start as they countered one another with Action Cards . They were shocked to see that Shay had continued to evolve when he Ranked - Up " Raidraptor - Revolution Falcon " into the Rank 12 " Raidraptor - Final Fortress Falcon " . As Sora watch Yuya hesitating during his Duel with Shay , he asked if Yuya was afraid and wondered why . Jack clarified that Yuya was afraid of using the Four Dimension Dragons for fear of integrating with them again . Sora learned that Shay and Dennis ' Duels with Yuya didn ' t make Riley smile as they had been intended to do , and he was surprised when the Dimension Highway activated throughout the Four Dimensions . Crow brought Yuya his Duel Runner and Turbo suit , and Sora watched the Turbo Duel with Crow , Shay , and Alexis . Aster , Mamoru , Gloria , Grace , and Dennis watched the Duel as well with Dennis telling Yuya to show them the greatest Dueltainment . When Yuya brought out " Dark Rebellion " , Dennis cheered Yuya on . Sora was worried when Yuya was pushed into a corner . Leo continued on working to revive Ray while everyone watched Yuya and Jack ' s Turbo Duel . When Crow was surprised at " Starving Venom ' s " effect to negate and steal monster effects , Sora told him that was only half of it . When " Starving Venom " gained " Scarlight Red Dragon Archfiend " and " Tyrant Red Dragon Archfiend ' s " ATK , Sora told Crow this was Yuri ' s dragon ' s power . When Crow knew Jack was anticipating Yuya ' s next move , Sora told him he called it . They were happy when Yuya won and watched his Duel with Declan . Sora and Alexis were surprised when Yuya Fusion Summoned " Odd - Eyes Venom Dragon " and purified " Starving Venom " . They was also surprised when Yuya destroyed " Odd - Eyes Wing Dragon " on purpose to Xyz Summon " Odd - Eyes Rebellion Dragon " and when Declan survived Yuya ' s attack . He watched Yuya and Declan gather Action Cards to in order for one of them to win the Duel first due to the effect of " Performapal Five - Rainbow Magician " . While working on Ray ' s revival , Leo noticed her waveforms were responding to something and was surprised when the beating was going faster . Sora , Alexis , Aster , Gloria , Grace , and Mamoru were happy when Yuya won while Leo watched in shock as Ray awakened and sent them all to the Pendulum Dimension to witness Zuzu ' s revival . Sora and Alexis were also surprised to see Celina ' s spirit revived as well . When Declan mentioned that Zarc was probably laughing as well , Leo agreed and surmised that the world would be one again through Yuya ' s Dueling . Technology . Their technology is advanced enough to create brain scanners that can access one ' s memory . They are also shown to have interdimensional travel technology , as well as abilities to materialize Duels and technology to seal any human into cards . They also have bioorganic technology to control a person ' s mind . They have a dome that isolates a room from the world . Their greatest technology is a machine to fuse the Four Dimensions back into one . Decks . Ancient Gear . Most Duel Academy Students run an " Ancient Gear " Deck , focused on Summoning " Ancient Gear Hunting Hound " and its fusion counterparts . Honor Student Deck . An Honor Student Deck , which is given to selected students , also focuses on " Ancient Gear " cards . It relies on sheer offensive power to overwhelm the opponent .