Rex Goodwin ( manga ) Rex Goodwin ( レクス ・ ゴドウィン , Rekusu Godowin ) is a character from the " Yu - Gi - Oh ! 5D ' s " manga . A tyrannical and powerful man , Rex presides over Sector Security as its director . Rex becomes involved in the " Duel Dragon " war , seeking out those suitable to wield " Duel Dragons " . Design . Appearance . Rex is a tall pale skinned man , with long grey hair that reaches into his lower back , with one section of it tied into a ponytail . He wears a dark grey suit and pants , over a collared shirt that features the Condor geoglpyh emblazoned on it . Rex later wears a metal chest plate as well as gauntlets and a long flowing cape in preparation for the Festival of Duality . After acquiring the power of the Ultimate God , his hair turns indigo and his sclera black , with various purple markings appearing on his face . Etymology . The word " Rex " is Latin for " King " . This demonstrates his influence and power as both the director of Sector Security as well as his role in the " Duel Dragon " war and Ultimate God ' s ritual . Personality . Goodwin is an extremely tyrannical man , stepping on who ever is in his way to achieve his goals . This was shown when he lied to Akiza Izinski , promising her that she ' d win her Duel against Sect Ijuin when in reality , her real purpose was to lose in order to resurrect the Ultimate God . Rex also mislead Yusei Fudo and his adoptive son , Jack Atlas , making them believe he opposed the Skeleton Knight when he was in fact working with him the entire time . Rex is also shown to use extreme measures , using the V . S . S . L . facility in order to test young children , seeing if they ' re suitable candidates to be his adoptive child and become the owner of a " Duel Dragon " card . Biography . History . 5000 years ago , both Rex and Roman were poor kids who had nothing and had to steal in order to survive . One day , a woman found them and adopted them as her brothers , giving them names - Roman ( Rudger in the Japanese version ) and Rex Goodwin . One day Ish was chosen to take part in the Festival of Duality but she did not return . Asking the high priests about what happened , they explain to the brothers that Ish wanted both of them to be Duel Priests . Rex is upset over what happened to Ish but Roman reminds him that Ish once told him that the one who awakens the Ultimate God will be granted one wish . Realizing that they can revive Ish if they win the ritual both Rex and Roman begin to formulate a plan . Many years later Rex and Roman have grown since then and are now the Duel Priest s of the northern and southern corridors . Beginning their plan the brothers trick the next Duel Priestess to lose on purpose in order to awaken the Ultimate God . Rex headed to the Aerial Fortress Seibal first with Roman following after . However Roman finds his brother and a revived Ish both Dueling each other and both under the influence of shadow miasma . Rex gains the upper hand and stabs Ish along with Roman who jumped in the way . Yu - Gi - Oh ! 5D ' s . Goodwin still maintains his role as Director of Security , as well as having both Lazar and Mina still as his subordinates . In this version , Jack is his son although it is later revealed that he adopted Jack . He later would develop the D1GP tournament to find the Emperor of Turbo Duels but as he reveals to Yusei Fudo , the real reason for the tournament is to find people that can wield the power of the Duel Dragon s . He appears as a hologram to welcome and instruct the various contestants in his D1GP . Goodwin ' s plan is to defeat the Skeleton Knight , who , according to him , will make the world be covered by chaos if he wins . In order to do so , Goodwin searches for people who can hold the Duel Dragon cards and fight alongside him . The dispute between Goodwin and Skeleton Knight seems to involve the Resurrection of an " Ultimate God " , however , no details were revealed so far . Goodwin ' s first plan to find a holder was creating his Facility , which only held under age prisoners . There , he performed tests and monitored the children to find a holder for the Duel Dragon . After Jack Atlas and Kalin Kessler Dueled , Jack called his attention , and upon his win , Goodwin gave him the " Jeweled Red Dragon Archfiend " card . For his next plan , Goodwin sent Jack Atlas to Satellite and began his plans for the D1 Grand Prix , which he organizes and sponsors . He had invitations sent out to Turbo Duel ists who were looking for rematches with Jack . Goodwin explained the rules to the D1GP contestants for the first stage of the tournament . When Akiza wins her first Duel in the tournament , Rex knows that she is the one suited to be his " Duel Priestess " . He hired Leo and Luna to eliminate the weaker contestants . Goodwin then tells the competitors where the second stage of the tournament will take place and whoever wins it will the winner of the whole tournament . As the boat to Satellite takes the remaining contestants to the second stage of the D1GP . Rex approaches Yusei on the deck and tells him the real reason for hosting the D1GP . Goodwin asks Yusei to help him stop the Skeleton Knight from taking over the world . While Yusei admits that he can ' t trust Goodwin , he will cooperate with him to gain a Duel Dragon card to save his friend Sect Ijuin . In his Duel with Yusei , Crow Hogan reveals that Goodwin talked to him and told him everything that he just told Yusei . During the second stage of the tournament , part of Rex ' s plans are revealed , showing that his goal is to revive and control the " Ultimate God " . Later , Luna is reading a fairy - tale book . She comments on the book like if it was a real story , and says that she must defeat the " dark wizard " . Leo sadly notes how she is acting strange . Goodwin then appears to them as a hologram . He tells them that they must defeat the " dark wizard " , and Luna realizes he is Yusei . Leo asks if that will bring Luna back to normal , and Goodwin confirms it . However , Goodwin ' s plans are only to test Yusei ' s Duel Dragon ' s strength , and for that , he needed to use another Duel Dragon . Leo and Luna then go after Yusei . He then appears again preparing for the battle against the Skeleton Knight with Akiza Izinski as the " Duel Priestess " under his control . Then , Akiza and the Skeleton Knight ' s pawn , Sect Ijuin , begin a Duel . After Sect defeats Akiza , A solar eclipse appears and a beam of light shines down from the Aerial Fortress Seibal . Goodwin enters the light and tells Yusei and Jack to come after him if they wish to stop his plans . Encountering his son at the Corridor of the Southern Sky , Goodwin begins a Duel to see if either of them will become the King of Sky ' s Lock . At first Jack takes the lead by using his " Jeweled Red Dragon Archfiend to destroy his monsters , Goodwin counters by using effect of " Celestial Conquering Dragon - Drago Ascension " to turn the tables on him . Despite Jack ' s attempts to stop Rex from Synchro Summoning " Drago Ascension " , Goodwin manages to raise his dragon ' s attack points to 12 , 000 points . However despite the odds Jack manages to overcome Goodwin ' s monster and forces the Duel into a DRAW with both Duelists knocked out of the fortress . Goodwin becomes shocked that he lost and couldn ' t fulfill his plan . Goodwin reappears after the Duel between Sect and Yusei has been concluded . This surprises Jack and everyone else as they believed he died in his Duel with Jack . Goodwin reveals that everything that ' s happened was apart of his plan to revive the Ultimate God . Though Sect protests that both him and Yusei just sealed away the Ultimate God , Goodwin reveals the God ' s miasma continues to live on within him . Due to Yusei ' s victory over Sect in their Duel , the Ultimate God ' s seal weakened to the point where its at its easiest to control . Goodwin proceeds to chant an ancient language that both Yusei and Akiza recognize as Diak . Goodwin regains the remaining miasma from the Ultimate God and declares himself to be a God . He then takes out a blank card and absorb the energy from the Duelists and their decks from both the fortress and the Duel gate . Only he finds that Yusei is unaffected by his energy drain and believes that this is due to him being the King Who Unlocks . When Yusei challenges Goodwin to a Duel the latter accepts believing that once he absorbs Yusei his resurrection will truly be complete . Decks . Celestial . Rex initially uses a " Celestial " Deck focused on Swarm and Lockdown tactics , primarily using cards such as " Celestial Mage " and " Celestial Bell Tower " to draw cards to power up his " Celestial Conquering Dragon - Drago Ascension " . Ultimate God . After obtaining the Ultimate God ' s power , Rex uses a different Deck , as Jack notes . This Deck is spearheaded by " Ultimate God Ultimaya Tzolkin " and its ability to swarm up " Duel Dragon s " .