Yu - Gi - Oh ! 5D ' s - Ride 040 " The Festival of Duality ! ! " is the fortieth chapter of the " Yu - Gi - Oh ! 5D ' s " manga . This chapter was first printed November 21 , 2012 in the 1 / 2013 issue of the " V - Jump " magazine . It was later reprinted in volume 5 of the . Summary . In a flashback sequence at Queen ' s Duel Academy , Akiza is sitting on a bench , hanging her head . She remembers her loss to Kalin Kessler , and thinks to Yusei that she didn ' t get to fight Jack . Goodwin approaches her , asking if she ' s frustrated by her loss . Akiza replies that of course she is . Goodwin replies that he sees , but defeat is a part of every contest . He asks her if she wishes only for her own victory , ignoring her opponent ' s sorrow , and Akiza protests that she doesn ' t . Goodwin reassures her that he isn ' t blaming her . It ' s something she knows well . In her previous life as a Duel Priestess , she knew the agony of defeat better than anyone . Akiza repeats the statement in confusion , which Kalin Kessler had also mentioned . She stands up , asking what a Duel Priestess is . Goodwin simply holds out a blank card with the Mark of the Dragon on it , telling Akiza that if she wants to know all there is to know , she ' ll take it . Take it , and she ' ll become a supreme being with power equal to Jack and the others . Akiza thinks that it will be the power to equal Jack and Yusei , and she reaches out for the card . As soon as she touches it , images of a dark - haired woman flash in her mind . Her hairpin falls out and she slumps into Goddwin ' s arms . Laughing , Goodwin comments that when Akiza awakens , the Duel Priestess will awaken . Behind the Duel Gate on Saiko Island lies an altar , shaped like half a square pyramid with separate sections for the participants attached , and lit torches at the corners . Goodwin stands at one of these sections , clad in his armour , and the Skeleton Knight at the other end , mounted on his horse . With the sun high in the sky , Goodwin bows , welcoming the Skeleton Knight to the Festival of Duality - or should he say , his elder brother , Roman Goodwin . The Skelton Knight , scoffs , after he planned it himself , Rex has some nerve . Goodwin doesn ' t answer , and the Knight warns him that he won ' t let him claim that he ' s forgotten what he did at the Festival of Duality 5000 years ago . It is narrated that at the Festival of Duality , an ancient scared rite performed once a year , the two high Priests of the Northern and Southern Skies chose a Duel Priest and a Duel Priestess to Duel each other in a ritual to awaken tremendous power - the Ultimate God . But the power was a double - edged sword , capable of calling down great disaster . The people grew to fear it , and turned the ritual into a mere formality , and the Duel Priestess ' s victory became tradition , while the ritual became a trivial celebration , a prayer for peace in the coming year . Goodwin comments that they failed to complete the ritual 5000 years ago , but they ' ll finish it today . Roman may have entered Aerial Fortress Seibal , but he couldn ' t awaken the Ultimae God slumbering in its depths . That ' s why Roman is here now , is it not . The Skeleton Knight remains silent . A voice interrupts , telling them to forget the speeches , let ' s get this ritual thing started . A long Duel Runner roars past the sun and Sect dismounts in the center of the altar , clad in his fly - like armour . He comments that he came all the way from Seibal for this , and he ' s just itching to use his power . Goodwin remarks that he sees they ' re all prepared . Akiza , clad in the white garb of a Duel Priestess and with her hair down , approaches the altar . Sect observes Akiza , and calls it interesting , agreeing to take her on . Goodwin tells Akiza that he ' ll be praying for her victory , and Akiza opens her eye silently . A pillar of light rises from the altar as Goodwin declares the beginning of the first Festival of Duality in 5000 years . Akiza and Sect ' s Duel Runners roar into the sky , travelling up the inside of the pillar . Sect gets the first attack , and he Summons " Hell Toxic Moth . " Its effect Special Summon s another copy from his hand , and that ' s not all ; when he has two Insect monsters on his field , he can Special Summon the Tuner monster " Hell Needle Caterpillar " from his hand . Akiza notes the Tuner monster , as Sect claims that he ' ll show her despair on the very first turn . He tunes the two Level 3 " Hell Toxic Moths " with the Level 2 " Hell Needle Caterpillar , " and chants " Lord of flies , you who lead demons ! Cast your shadow on this disgusting world ! " The Skeleton Knight chuckles while Goodwin grits his teeth , as Sect Synchro Summon s " Beelze , King of Dark Dragons . " Laughing , Sect sneers that he ' s going to use this power to torment Akiza to death . But Akiza smiles , and Sect angrily asks what ' s so funny . She apologizes if she offended Sect , but she can already see the victory at the end of this ritual . Sect is shocked , as Akiza claims that she knew the instant she drew this " winner ' s five ; " her hand contains " Rose Spirit , " " Past Life , " " Queen Angel of Roses , " " White Rose Cloister , " and " Rose Archer " Sect ' s inferiority complex gets the best of him , and he activates a Spell Card , " Hell Fly Nest . " It inflict 200 damage for each Insect monster in his Graveyard . With three " Hell " vermin in his Graveyard , Akiza will take 600 damage . Three flies lunge for Akiza , and Scet tells her not to make him laugh , claiming that there ' s no way she can avoid this damage , not on the first turn . But Akiza activates a monster effect from her hand : by sending " Rose Spirit " from her hand to the Graveyard , she can transfer the effect damage to her opponent . Sect can barely protest before the flies strike him instead , reducing him to 3400 Life Points . Akiza claims that Sect can ' t escape his destiny , and Sect retorts that she should quit bragging . He Set s a card and ends his turn . Akiza draws " Black Rose Seed , " and then activates the Field Spell Card , " White Rose Cloister . " White roses appear in a spiral through the pillar of light , and Akiza explains that she can Special Summon one " Rose " monster from her hand on each turn . She tells her monster to descend from the heavens , Special Summoning " Queen Angel of Roses . " Sect observes that Akiza has her ace monster on the field , but does she really think it can take down " Beelze , " comparing its 2400 ATK to " Beelze ' s " 3000 . Akiza doesn ' t respond , instead looking at Rex Goodwin , as she knows what he ' s really up to . She knows that the Duel Priestess ' s loss in the Festival of Duality is the first step in the Ultimate God ' s resurrection . Rex wants her to lose , just as she did 5000 years ago . She remembers the memories of her past self , 5000 years ago . Rex Goodwin was a high priest who was merciful and benevolent to the people , and in return , the people adored him , and Akiza ' s past self respected him as well . One day , Rex requested for Akiza ' s past self to lose the Festival of Duality on purpose , to give the people a thrill of fear and strengthen the country ' s bonds . Akiza ' s past self had agreed , but when she was defeated by the Duel Priest , the sun was hidden by a solar eclipse . Roman and Rex had watched it , Rex commenting that now they were one step closer to the resurrection of the Ultimate God . A year later , the sun ' s disappearance had left the people to suffer and starve . The country was destroyed , and so the ritual was never held again . In the present , Akiza vows not to let the tragedy repeat itself : if she wins this ritual , the Ultimate God will not awaken in this age . The Ultimate God , a chained figure resembling Obelisk the Tormentor , is briefly shown within its prison . Akiza thinks that this is her atonement for the Duel Priestess ' s mistake , 5000 years ago , while Sect tells her to bring it . Featured Duel : Sect Ijuin vs . Akiza Izinski . Turn 1 : Sect Sect Normal Summon s " Hell Toxic Moth " ( 1300 / 100 ) and activate s its effect , Special Summon ing a second " Hell Toxic Moth " ( 1300 / 100 ) from his hand , with its effects negate d . He then Special Summons " Hell Needle Caterpillar " ( 300 / 600 ) via its own effect , as Sect control s 2 Insect - Type monsters . Sect tunes his 3 monsters to Synchro Summon " Beelze , King of Dark Dragons " ( 3000 / 3000 ) in Attack Position . He then activates " Hell Fly Nest " , which would inflict 200 damage to Akiza for each Insect - Type monster in his Graveyard , but Akiza chain s with the effect of " Rose Spirit " from her hand , send ing it to the graveyard in order to redirect the damage to Sect ( Sect 4000 → 3400 ) . Sect Set s a card . Turn 2 : Akiza Akiza ' s hand contains " Past Life , " " Queen Angel of Roses , " " White Rose Cloister , " and " Rose Archer . " Akiza draws " Black Rose Seed " . She activates the Field Spell Card " White Rose Cloister " , which allows her to , once per turn , Special Summon a " Rose " monster from her hand . Akiza uses its effect to Special Summon " Queen Angel of Roses " ( 2400 / 1300 ) from her hand . " Duel continues in the next Ride . " Featured cards . The following cards appeared in this chapter . Cards in italic debuted here .