Yu - Gi - Oh ! GX - Episode 114 " Win Mr Stein ' s Duel , Part 2 " , known as " Desperate Situation ! The Scarred Heroes " in the Japanese version , is the one hundred and fourteenth episode of the " Yu - Gi - Oh ! GX " anime . It first aired in Japan on December 13 , 2006 , and in the US on July 21 , 2007 . Summary . Alexis is still trapped in a room by herself , and it ' s filling up with water quickly . Jim and Shirley manage to finally scare off the tiger that had attacked them , after Jim Summons " Flint Cragger " to intimidate it further . Meanwhile , Jaden ' s Duel with Mr . Stein continues . If Jaden wins , he ' ll be able to get to where Thelonious Viper is hiding . Jaden questions Stein why he ' s doing this and Stein reveals his past . He had previously been a Duelist in the Pro League and was skilled enough that the was eventually able to challenge The D for the world championship . However , he was also attempting to get his teaching degree , and was thus taking classes at night . This left him exhausted and his Duel with The D was never finished . Due to his health issues , he retired , and got a job at Duel Academy , devoting himself to teaching the next generation of Duelists . Elsewhere , Jesse and Syrus make a break for the elevator . Jesse explains when the power died , the elevator died with it . This frightens Syrus and causes him to panic , leaving Jesse to scan the area for trouble . From a distance , he hears Jaden Dueling and sets off after him , trailed by Syrus . Meanwhile Stein reiterates that he blames Jaden for influencing other students into lethargy , and states that it doesn ' t matter if Jaden didn ' t do it intentionally - it simply makes it worse because he never realized the effect he was having on others . Stein tells Jaden that it wouldn ' t matter if he wasn ' t so talented - but he ' s a role model for other students . He defeated the Sacred Beasts and The Light of Destruction and other students wish to emulate him . Because Jaden also skips or sleeps through classes , other students believe they can do the same and still be just as good a Duelist as Jaden is . However , Stein says that other students don ' t have Jaden ' s " natural ability " . He says that the last student to stop attending his classes was Alexis . Viper later interrupts the Duel , appearing via a hologram . He shows Jaden the room where Alexis will soon drown . He informs Jaden that if Stein ' s Life Points reach 0 , the room will completely fill up with water . Stein was unaware of this , and questions Viper about it . Viper responds with a clip of Alexis stating she doesn ' t enjoy Stein ' s classes either . This spurs him to continue the Duel . Stein Summons " Scar - Knight " , which is revealed in flashbacks to be the original form of " Scab Scarknight " . It transformed when Stein ' s outlook on life began to collapse , and it morphed along with Stein ' s views . " Scar - Knight " is shown to be Stein ' s most beloved card , and a montage of his Duels during his days in the Pro League is shown , with Stein using the card to defeat many opponents . In addition , this card is also his Spirit partner . Stein appears to have the ability to see his own spirit , but not those of others . Jim and Hassleberry have been searching for Alexis , and Shirley points them in the right direction . She demolishes a wall underwater and this allows Jim to swim into the room and rescue Alexis . This allows Jaden to continue the Duel , and he ultimately defeats Stein when the latter attempts to end the Duel in a Draw . Unfortunately , Mr . Stein ' s Bio - Band causes him to collapse and plunge into the abyss below when he attempts to pick up his " Scar - Knight " card . Featured Duel : Jaden Yuki vs . Mr . Stein . " Duel continues from the previous episode " . Jaden has 2000 Life Points remaining and controls one set card . Mr . Stein has 2000 Life Points remaining and controls " Scab Scarknight " ( 0 / 0 ) in Attack Position , " Demand Man " ( 800 / 0 ) in Attack Position , " Elemental Hero Burstinatrix " ( 1200 / 800 ) in Attack Position and " Neo - Spacian Air Hummingbird " ( 800 / 600 ) in Attack Position . He also controls two set cards . Turn 5 : Stein Mr . Stein draws . " Elemental Hero Burstinatrix " attacks directly , but Jaden activate s his face - down " Negate Attack " to negate the attack and end the Battle Phase . Mr . Stein then activates " Scab Blast " to inflict 200 damage to Jaden for every monster he controls that has a Scab Counter . Mr . Stein currently has two ( Jaden 2000 → 1600 ) . Turn 6 : Jaden Jaden draws " Polymerization " . Jaden ' s hand contains " Chrysalis Larva " , " Spark Blaster " , " Elemental Hero Avian " , and " Elemental Hero Bubbleman " . Jaden then Normal Summon s " Elemental Hero Bubbleman " ( 800 / 1200 ) in Attack Position . Since " Bubbleman " was summoned while Jaden had no cards on his side of the field , its effect activates , allowing Jaden to draw two cards . Jaden then Set s a card . He then activates " Polymerization " to fuse " Elemental Hero Avian " with " Elemental Hero Bubbleman " in order to Fusion Summon " Elemental Hero Mariner " ( 1400 / 1000 ) in Attack Position . " Elemental Hero Mariner " then attacks directly via its own effect as Jaden has a face - down card on his side of the field ( Mr . Stein 2000 → 600 ) . Turn 7 : Stein Mr . Stein skips his Draw Phase in order to add " Scab Blast " from his Graveyard to his hand . Mr . Stein then activates " Scab Blast " ( Jaden 1600 → 1200 ) . Mr . Stein then activates " Gift of the Martyr " to send " Neo - Spacian Air Hummingbird " to the Graveyard and increase the ATK of " Burstinatrix " by the ATK of " Air Hummingbird " ( " Burstinatrix " : 1200 → 2000 / 800 ) . " Burstinatrix " attacks and destroys " Mariner " ( Jaden 1200 → 600 ) . Jaden then activates his face - down " Hero Signal " to Special Summon " Elemental Hero Sparkman " ( 1600 / 1400 ) in Attack Position . At the End Phase , the effect of " Gift of the Martyr " expires ( " Burstinatrix " : 2000 → 1200 / 800 ) . Turn 8 : Jaden Jaden draws . He then activates " Spark Blaster " and equips the latter onto " Sparkman " . Now Jaden can switch the battle position of one monster on the field during each of his Main Phases . If Jaden uses this effect three times , " Spark Blaster " will be destroyed . Jaden activates the effect of " Spark Blaster " to switch " Scab Scarknight " ( 0 / 0 ) to Defense Position ( as Jaden figured out that " Scab Scarknight " can ' t be destroyed in battle while it ' s in Attack Position ) . " Sparkman " attacks " Scab Scarknight " , but Mr . Stein activates his face - down " Victim Barrier " to change the target to " Burstinatrix " . " Sparkman " then destroys " Burstinatrix " ( Mr . Stein 600 → 200 ) . Since " Burstinatrix " had a Scab Counter , the second effect of " Victim Barrier " activates , placing a Scab Counter on " Sparkman " . At the end of the Battle Phase , the fifth effect of " Scab Scarknight " activates , switching control of " Sparkman " to Mr . Stein . Jaden then Sets a card . Turn 9 : Stein Mr . Stein skips his Draw Phase to add " Scab Blast " from his Graveyard to his hand . He then switches " Scab Scarknight " to Attack Position . " Sparkman " attacks directly , but Jaden activates his face - down " A Hero Emerges " to make Stein randomly picks a card in Jaden ' s hand . If the card he picks is a monster , Jaden can Special Summon it . Mr . Stein picks a card and Jaden reveals " Elemental Hero Neos " , so Jaden Special Summons " Neos " ( 2500 / 2000 ) in Attack Position . A replay occurs and Mr . Stein chooses not to attack . Mr . Stein then activates " Scab Blast " ( Jaden 600 → 400 ) . Turn 10 : Jaden Jaden draws . " Neos " attacks " Scab Scarknight " , but Stein activates his face - down " Scab Scream " to destroy " Neos " . The second effect of " Scab Scream " then activates , allowing Mr . Stein to send " Scab Scarknight " to the Graveyard and Special Summon " Scar - Knight " ( 0 / 0 ) in Attack Position . Jaden then Normal Summons " Chrysalis Larva " ( 300 / 300 ) in Defense Position and Sets a card . Turn 11 : Stein Mr . Stein draws . On Mr . Stein ' s End Phase , he activates the effect of " Scar - Knight " to destroy all monsters on the field and inflict 500 damage to both players for each monster destroyed . Jaden then activates his face - down " Cocoon Veil " to Tribute " Chrysalis Larva " and reduce the damage he would take to 0 . Three monsters are destroyed by the effect of " Scar - Knight " ( Stein 200 → 0 ) . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .