Yu - Gi - Oh ! 5D ' s - Episode 137 " An Approaching Terror - The Citadel of God , Ark Cradle " is the one - hundred and thirty seventh episode of the " Yu - Gi - Oh ! 5D ' s " anime . It first aired in Japan on December 1 , 2010 . The episode was never dubbed , but became available to the world with official subtitles via Crunchyroll on March 10 , 2015 . Summary . Duel . Yusei has just managed to Summon his , Jack ' s , and Crow ' s three ace cards : " Shooting Star Dragon " , " Red Nova Dragon " and " Black - Winged Dragon " . Seeing Yusei Summon three Synchro Monsters in one turn , Aporia wonders if this is the true power of a Signer . Yusei tells Aporia that the despair will be overpowered by hope . Team 5D ' s and Lazar celebrate and Team Ragnarok compliment Yusei for getting out the three monsters . Yusei activates the effect of " Black - Winged Dragon " ; He removes its two Black Feather Counter s to reduce the ATK of " Meklord Astro Mekanikle " by 700 for each and inflict the same amount of damage to Aporia . The ATK of " Mekanikle " drops to 2600 and " Black - Winged Dragon " uses its " Black Burst " effect , lowering Aporia ' s Life Points to 2600 . Without the counters , " Black - Winged Dragon " has its ATK restored to 2800 . Crow points out that " Black - Winged Dragon " now has enough ATK to surpass " Mekanikle " . Yusei gets it to attack " Mekanikle " using its " Noble Stream " attack . Aporia ' s Life Points are lowered to 2400 , but he uses the effect of " Mekanikle " to remove a " Machine Emperor " component from his Graveyard , " Granel Guard " , from play to prevent its destruction . Jack tells to take the match and Yusei gets " Red Nova Dragon " to attack " Mekanikle " using its " Burning Soul " attack . Aporia ' s Life Points are lowered to 500 and this time he removes " Granel Attack " from play to prevent the destruction . Aporia is in shock as he realizes he is going to lose . Yusei proclaims that their hope has surpassed Aporia ' s despair and declare his final attack . " Shooting Star Dragon " uses its " Stardust Mirage " attack to destroy " Mekanikle " and subsequently finish off Aporia ' s remaining Life Points . After having come so far , Aporia is devastated that his plan failed . He reaches out his hand , which suddenly blows - up . Yusei , Jack and Crow pull over to the side of the road , as Aporia ' s damaged Duel Runner speeds past them and ramps off the road into the water , where it explodes . Yusei , Jack and Crow demount from their Duel Runners and watch . Jack compliments Yusei , who then says that the three of them did it . They bump their fists together in victory . With Aporia gone , the reddened sky fades back to its proper color . Celebrations . The MC , standing up with his feet on separate swivel chairs , declares that the much anticipated result of the World Racing Grand Prix has been decided . The chairs diverge , causing him to switch to a - like pose without falling . He appears on monitors throughout the city , proclaiming that this is a historical moment for the textbooks ; a winner has emerged from the first WRGP , Team 5D ' s . People throughout the city start to cheer and images of Yusei , Jack and Crow are flickered on the monitors . At Team 5D ' s pits , Leo , Luna , Akiza and Bruno all celebrate . Leo gets overexcited and starts to cry . The others smile and Akiza says that Yusei did it . Over in his room , Lazar celebrates peace being restored and lets off a . Yusei , Jack and Crow return to the stadium , where the MC announces their return . Leo , Luna , Bruno and Akiza all rush over to congratulate them . They ' re quickly followed by Mina , Carly and Stephanie who hurry over to compliment Jack . Trudge , Team Ragnarok and Elsworth all arrive and praise them as well . After Yusei thanks everyone , Carly takes out her camera to take pictures of the occasion . Divine Temple ' s appearance . With their victory , Yusei thinks that Iliaster ' s ambitions should be gone . However the remaining circuits on the Grand Design light up , causing the city to shake . Yusei wonders what ' s going on , and Crow suddenly points to the sky as he notices it cracking up . A large hole is formed from the crack and the Divine Temple descends from it . All across the city , people look up at the cradle , shocked by its sudden appearance . Jack believes this turn of events is impossible , as he had thought that the Divine Temple would disappear with their victory . As Crow points out , it has appeared nonetheless . Yusei looks up and describes the Divine Temple as the last Ener - D of humanity , which is what his father had called it before . Bruno wonders if Z - one really intends to destroy New Domino City . Lazar comes dashing over to Team 5D ' s warning that they must hurry over to Sector Security , so they can analyze Ylister ' s motives and come up with a counter - measure . Elsworth offers to join them and Trudge says that he and Mina should return to the station . Mina agrees and advises Carly and Stephanie to leave the area . Terrified by the recent the happenings , the two oblige . Elsewhere , Zigzix is spinning wildly , excited over the increase in Ener - D . He proclaims that it keeps spinning and won ' t stop . He stops spinning and falls over in excitement . Team 5D ' s , Elsworth and Lazar arrive at Sector Security headquarters , where a large group of workers are analyzing the situation . The power level from the Ener - D falls below 30 % and continues to drop . At this rate , the workers estimate that the Ener - D will reach a standstill . Lazar orders a check be run on the system ' s program , asking them to search for any strange patterns or disturbances in the system . Across the city , Duel Runner s stop functioning , monitors switch off and general power outages occur . Even the equipment at Sector Security stops working . When the headquarters is switched to backup power , the staff receives a response from the Ener - D reactor , which has started to spin in the opposite direction . Jack suspects this is what ' s causing the Divine Temple to appear . Zigzix makes contact with the Sector Security headquarters . He reports that he is aware of the problem and that it is because the Divine Temple contains Ener - D spinning in a reverse rotation . He shows them images of the object they got satellites . Within the center of the structure , there are three Planetary Particle gears producing a large amount of Ener - D . Zigzix explains that since it ' s rotating in reverse , it ' s producing minus Ener - D . Jack hypothesizes that it is using that to take control of Ener - D in New Domino , which Zigzix confirms . However , Zigzix reports that this is not the most frightening problem at the moment , as the Cradle is slowly descending onto the city . He calculates that if things continue as is , the structure will hit ground level within twelve hours , producing a shock wave , destroying everything within a radius of several hundred kilometers , including the entire city . Evacuation . Everyone is stunned by the prediction of their doom . Lazar asks how long it will take to evacuate the city , but is told that it would require a minimum of twenty hours to get everyone out . Lazar orders a broadcast to all video channels on the streets . Appearing on screens across the city , he declares a state of emergency and orders everyone to evacuate . Being short on time , he gives briefs the citizens on the situation and informs them of the impact from the Divine Temple . Lazar states that Sector Security patrols will be dispatched to aid the evacuation and women , children and the sick will be attended to first . The residents start to panic and run for their lives . Lazar orders the people in the Sector Security headquarters to evacuate , but intends to not leave himself until everyone else is safe . People are surprised by his sacrifice , but he insists that they leave and wishes them luck . Stephanie rushes over to Cafe la Geen , where other people are evacuating . Someone asks what she is doing , reminding her that they have to get away from there , but she refuses to let Blue - Eyes Mountain be destroyed . He thinks that this isn ' t something anyone should worry about now , but she argues that Jack really likes it there . At Poppo Time , Lyndon , is ready to leave . He calls back inside for his mother , Zora insisting that they leave immediately . However she sits inside at the counter and tells him to run on himself . She has chosen to stay here with the clocks her husband built . Lyndon points out that if they stay the thing in the sky is going to come down on top of them . However Zora is fine with that , as she has put everything into making this store . Lyndon , frustrated and concerned , asks her not to talk nonsense . He vows to build a new shop and new clocks if they are destroyed , even if it must be from scratch . Lyndon begs his mother , asking how he could look her future grandchildren in the face after letting her die . Zora nods that she understands and decides to evacuate with her son . At Martha ' s house , Martha is guiding the children , along with Atsuko and Kaoru into a bus . After asking if anyone is left behind , she sighs and gets in herself . She thinks that they were lucky finding the bus , which did not require Ener - D to run . Blister , who is driving , explains that it used to be in a junkyard , and a local officer helped him install a new ignition switch and gas gauge . Martha sits down beside Dr . Schmidt and suggests that they get going . Two of the boys ask Martha if the thing in the sky is really going to fall and if the city will disappear . She tells them not to worry about it , assuring them that they are only going somewhere safe for the time being , and she is certain that Yusei , Jack , and Crow are going to protect the city . The boys are assured and Blister starts the bus . At a Security station , Trudge and Mina stand before a group of Securities . Trudge hoped that he could have expressed his gratitude for the arrival of all the Securities , but only a few showed up . Kaz reports that many of them have already evacuated , but Trudge can ' t blame them with the Divine Temple looming so close . Although the use of Ener - D will be extremely limited , Trudge orders the remaining Securities to rescue all the citizens . He explains that they must be willing to sacrifice themselves for this mission , allowing any other Securities to desert . Trudge is pleased when they all remain , and assures them that their lives are in his and Mina ' s hands . Mina reminds the Securities that the top priority is treating the sick and injured , and their second priority guiding the remaining citizens , and orders them to not abandon anyone . Amongst the chaos of citizens trying to escape , a Sector Security vehicle appears , but only allows the sick and injured to board . However , all citizens wish to board , flocking around the vehicle , including a mother and her child . Carly , who is carrying a large bag of belongings , including a teddy bear resembling Jack Atlas , comments on how bad the situation is getting , before being knocked over by the female hippie . Within the Divine Temple . Up in the Divine Temple , Aporia ' s original body is lying in the capsule it died in . Aporia ' s current , injured body is in another capsule . Parts of this Aporia ' s face have been chipped away , showing a mechanical body underneath . Z - one moves over to this capsule , saying that he still requires his power and asks if Aporia will lend him his strength . Aporia , speaking telepathically , apologizes , believing his loss prevented him from keeping the vow he made to Z - one . However , Z - one claims that things have taken an unexpected twist . In their original plan the Grand Design was to be completed upon Aporia ' s victory , resulting in the appearance of the Divine Temple . However , despite their loss , the Divine Temple still appeared . Aporia asks if the plan can continue , which Z - one affirms , despite slight changes . Z - one comments that the future may be changed again because of outside interferences . Aporia wonders if Team 5D ' s caused the interference , to which Z - one replies that the probability of this is high . Since these changes are irregular , Z - one requests that Aporia make another attempt to change the future . Aporia feels much obliged , as he regards Z - one as his eternal friend . Aporia ' s eyes open and glow red , and mechanical tools prepare to repair him . Planning to stop the Divine Temple . Back at Security headquarters , Bruno has some images on the Divine Temple on screen . Lazar , Elsworth and the rest of Team 5D ' s look up and Bruno explains that he has aimed all the satellite cameras at the structure . They look through the images , hoping to learn something and soon realize that it has the appearance of a ruined city . Yusei spots something suspicious jutting out and asks Bruno to zoom in . To everyone ' s surprise , it is the ruins of the original part of Daedalus Bridge . This proves to them that New Domino is indeed going to be destroyed . Shocked by this , Lazar asks if there is any way for them to stop the Divine Temple . After a brief moment of silence , Bruno says that there may be a way . Showing an illustration of the Ener - D reactor in the Divine Temple , Bruno theorizes that a clockwise rotating Ener - D colliding with the Divine Temple reactor might reverse its direction . However , the Ener - D in the city has stopped rotating , so Lazar believes that it will be impossible to change the situation . He advises everyone else to evacuate , but Yusei notices a surveillance monitor of Team Ragnarok approaching on their Duel Runners . The group go outside the building to meet - up with Ragnarok . Yusei asks how it is that they are able to use their Duel Runners . Broder reveals his Rune Eye . Halldor explains that since they haven ' t been affected by Iliaster ' s past actions , they haven ' t been affected by the minus energy . Yusei realizes the same would be true for their Duel Runners , because of the Crimson Dragon . Yusei believes that they can reach the Divine Temple with their working Duel Runners , but a voice appears , informing him that he is mistaken . Looking down , Yusei sees Sherry LeBlanc on the monitor on his Duel Runner . He is surprised to see her alive and Elsworth dashes over to see her . Sherry tells Yusei that she has seen the future , and advises him not to board the Divine Temple , as in the future Yusei dies after entering . Yusei becomes stunned by this revelation . English dub ending . In the English dub , the initial part of this episode is merged with the ending of the previous episode . In that version , the Divine Temple does not appear during Team 5D ' s celebration and just as Aporia and his Duel Runner are about to go into the sea , the footage was edited so the Divine Temple visibly disappears from existence entirely . The episode ends at the scene where Yusei looks at the sky thinking the city is saved just before the Divine Temple appears , making it the series finale in the dubbed version . The rest of the series was skipped with plans to subtitle it in the future . Toonzaki attributes the ending of " Yu - Gi - Oh ! 5D ' s " early to low ratings . Featured Duel : Yusei Fudo vs . Aporia . Yusei activates the second effect of " Black - Winged Dragon " to remove all Black Feather Counters on it ( " Black - Winged Dragon " : 1400 → 2800 / 1600 ) and reduce the ATK of " Meklord Astro Mekanikle " by 700 for each Black Feather Counter removed ( " Mekanikle " : 4000 → 2600 / 4000 ) and inflict damage Aporia equal to the amount of ATK " Mekanikle " lost ( Aporia 4000 → 2600 ) . " Black - Winged Dragon " attacks " Meklord Astro Mekanikle " , but Aporia activates the third effect of " Mekanikle " to remove from play the " Granel Guard " in his Graveyard and prevent the destruction of " Mekanikle " ( Aporia 2600 → 2400 ) . " Red Nova Dragon " attacks " Mekanikle " , but Aporia removes the " Granel Attack " in his Graveyard from play in order to prevent the destruction of " Mekanikle " ( Aporia 2400 → 500 ) . " Shooting Star Dragon " attacks and destroys " Mekanikle " ( Aporia 500 → 0 ) . Featured cards . The following cards appeared in this episode .