Iliaster Iliaster , literally meaning " the first chaos in the matter of all things " , was the secret society of Star Guardians who secretly controlled civilizations and events from all over the world behind the scenes , and served as the central antagonists of " Yu - Gi - Oh ! 5D ' s " . According to Rex Goodwin , Iliaster started approximately 3 , 000 years ago in the Andes in South America and all who have sworn loyalty to Iliaster govern every aspect of controlling society . Although Goodwin stated that Iliaster ' s agenda was for the benefit of the human race , skeptics such as Sayer believed that Iliaster had planned to use the Crimson Dragon for world domination . That would be substantiated when the oldest Emperor Jakob asserted that the organization was founded by their God , with the objective of " correcting " history when humans put it on the wrong path . He further stated that they had done so many times throughout the centuries . Seeing as they were willing to destroy entire cities in pursuit of their agenda , it would appear the organization was not concerned about individual lives to fulfill what they had perceived as the " greater good " . Throughout the series , the depiction of Iliaster changed drastically . Initially , they appeared as a secret society in New Domino that was led by Rex Goodwin , which included several government officials and duelists that were focused on discovering the identities of the Signers and ensuring they were prepared to defeat their enemies , the Dark Signers . Later , they appeared to no longer have any interest in the People of the Stars , and were instead being manipulated by Z - one and his allies in their efforts to prevent the tragic future . Rex Goodwin ' s Iliaster . 17 years ago , an unknown individual that had represented Iliaster , had influenced Roman Goodwin to cause Zero Reverse . It was also implied they had been responsible for Rex Goodwin ' s rise to power in New Domino City , and becoming Director . In the present day , Rex Goodwin lead the group as the 360th Star Guardian in New Domino City secretly , alongside several other high ranking officials , such as his second - in - command , Lazar . Using their public face of city officials , they manipulated things behind the scenes , such as organizing the Duel Monsters Tournament Fortune Cup and inserting its members in to expose and confirm the identities of the Signers , in order to gather them all together to help them fulfill their roles to stop their counterparts , the Dark Signers . Z - one ' s Iliaster . After Rex ' s death , three mysterious hooded individuals showed up from Iliaster , and took Rex ' s position as Director to begin their various schemes . Unlike Rex ' s group , these from Iliaster antagonized the Signers , and opposed them directly to accomplish their plans . Eventually , it was revealed they are three aspects of one man , Aporia , alongside his allies Antinomy , Paradox , and their leader , Z - one were individuals from the future who aimed to prevent its tragedy from ever happening , by manipulating history to stop the Meklord Emperor Genocide from ever taking place . Though not directly stated , it was likely that Z - one and the others had used their powers to go back in time and establish themselves as leaders in order to use the organization to further their own goals , which explained in the drastically different depictions of Iliaster prior . It should be noted however that Rex stated that he was only the leader a small cell of Iliaster rather than the whole organization , so it is possible that his group was the one assigned the mission stoping the Dark Signers specifically .