Yu - Gi - Oh ! ZEXAL - Episode 005 " Flipping Out , Part 1 " , known as " The Other Side Where the Other Side of the Duel Is Read ! " in the Japanese version , is the fifth episode of the " Yu - Gi - Oh ! ZEXAL " anime . It first aired in Japan on May 9 , 2011 and in United States on November 12 , 2011 . Summary . The episode opens with Flip at a local candy store , which is having a 50 % off sale . Flip warns the crowd gathered that the desserts have a hidden side and that they should be careful . The owner gets mad and Flip challenges him to a Duel to prove that his desserts are truthful . Most of the Duel is not shown , but Flip wins by activating " Ultra C " , Special Summon ing " Grenosaurus " from the opponent ' s Extra Deck , attack ing with it and beating the shopowner . The boy believes that everything has a hidden side ; and he has a hidden power , the ability to flip things upside down and reverse objects . He sets his sights on Yuma , who is racing to get the item his sister requested . Astral notices Flip , and Flip in turn notes of Yuma ' s fame for being a bad Duelist . Flip thinks Yuma must have great cards , and makes a plan to make Yuma use a certain card . At school , Yuma is telling Bronk and Tori about Astral and how bossy he is , but because Bronk and Tori cannot see or hear him , they think Yuma is crazy and try to walk away from him very slowly , until Flip approaches Yuma and introduces himself , with Astral recognizing him from earlier . Flip attempts to give Yuma Xyz Monster , " Baby Tiragon " , but Tori takes him away before he can accept it . Bronk and Tori warn Yuma about Flip ' s hidden tactics . Meanwhile , Flip says he will definitely give Yuma the card . During class , Astral explores the world inside Yuma ' s pendant . Later , Flip tries to give Yuma the card , but Yuma ' s friends are there to foil him each time . He then convinces Yuma ' s classmate Spencer to participate in his plan for an Xyz Monster . When Yuma gets home , Kari chews him out for Dueling again . Yuma gets a fan letter from a girl and runs upstairs to open it . Astral makes Observation No . 8 : " Yuma is forbidden from Dueling " ( in the dub , Astral ' s observation is " Humans have ears but that doesn ' t mean they listen " ) . Yuma unwittingly opens the letter , receiving the " Baby Tiragon " card . The next day at school , Yuma is accused by his friends ( Caswell and all school kids expect for Bronk and Tori ) of causing trouble around the school for stomping on flowers beds , pulling pranks on teachers , cheating during the exams , and eating Spencer ' s lunch and replacing it with a toad , even though Yuma never did any of this . Later , Yuma feels alienated , so Flip takes advantage of their " friendship " , challenging him to a Duel , but Flip ' s real plan is to take Yuma ' s Xyz Monsters , " " and " " . With a " Kattobingu da , ore ! ! ! " the Duel begins ! Flip goes first , Set ting a monster . Yuma Normal Summon s " Gagaga Magician " and attacks and destroy s Flip ' s face - down monster . It is " Porcupine Fish " , whose Flip Effect deals Yuma 400 damage . Yuma ends his turn and Flip Sets a monster and two more cards . Yuma Normal Summons " Flelf " . Astral tells him not to attack , but Yuma does . " Flelf " destroys the Set monster . It is " Chewbone " , whose Flip Effect Special Summons three " Chewbone Jr . s " from Flip ' s Deck to Yuma ' s field . " Gagaga Magician " attacks directly . Realizing he has three Level 1 monsters , Yuma overlays them to Xyz Summon " Baby Tiragon " . This was part of Flip ' s plan , and lets him activate his face - down " Ultra C " , Special Summoning " Utopia " from Yuma ' s Extra Deck to his side of the field . Flip reveals that he ' s the one who sent the fan letter and he was the one who framed Yuma . He also put a note on Yuma ' s back that states : " Whoever loses will ante up their best card " . Yuma realizes that Flip was just pretending to be his friend and that he lied about believing in Yuma . Flip calls forth Yuma ' s " Utopia " , shocking Yuma and Astral . Featured Duel : Yuma Tsukumo vs . Flip Turner . Turn 1 : Flip Flip draws a monster and subsequently Set s it . Turn 2 : Yuma Yuma draws " Gagaga Magician " and subsequently Normal Summon s it ( 4 / 1500 / 1000 ) in Attack Position . " Gagaga Magician " attack s an destroys Flip ' s Set monster , " Porcupine Fish " ( 1 / 200 / 400 ) . The Flip Effect of " Porcupine Fish " activate s , inflicting 400 damage to Yuma ( Yuma : 4000 → 3600 LP ) . Turn 3 : Flip Flip draws a monster and subsequently Sets it . He then Sets two cards . Turn 4 : Yuma Yuma draws . He then Normal Summons " Flelf " ( 2 / 800 / 1300 ) in Attack Position . " Flelf " attacks and destroys Flip ' s Set monster , " Chewbone " ( 3 / 300 / 300 ) . The Flip Effect of " Chewbone " then activates , letting Flip Special Summon three copies of " Chewbone Jr . " ( 1 / 100 / 300 ) from his Deck to Yuma ' s side of the field in Defense Position . " Gagaga Magician " attacks directly ( Flip : 4000 → 2500 LP ) . Yuma overlays the three copies of " Chewbone Jr . " in order to Xyz Summon " Baby Tiragon " ( 1 / 900 / 900 , ORU : 3 ) in Attack Position . As Yuma Xyz Summoned " Baby Tiragon " , Flip activates his face - down " Ultra C " to Special Summon " " ( 4 / 2500 / 2000 ) from Yuma ' s Extra Deck to his side of the field in Attack Position . " Duel continues in the next episode " Featured cards . The following cards appeared in this episode . Cards in italics debuted here .