Yu - Gi - Oh ! GX - Episode 049 " Rise of the Sacred Beasts , Part 2 " , known as " VS Kagemaru ( Part 2 ) - Awakening of the Three Phantom Demons " in the Japanese version , is the forty - ninth episode of the " Yu - Gi - Oh ! GX " anime . It first aired in Japan on September 7 , 2005 and in the US on April 3 , 2006 . Summary . Kagemaru has used the Sacred Beasts to drain the energy of Duel Monster Spirits , and has used their power to de - age himself . Kagemaru continues his Duel with Jaden Yuki , and his " Fallen Paradise " Field Spell Card lets him draw " three " cards during his Draw Phase so long as he controls at least one Sacred Beast . He currently has two - " Uria , Lord of Searing Flames " and " Hamon , Lord of Striking Thunder " . Jaden Summons " Wroughtweiler " and Set s a card . Kagemaru attacks with " Hamon " , and " Wroughtweiler ' s " destruction lets Jaden add " Elemental HERO Bubbleman " and " Polymerization " from his Graveyard to his hand , but " Hamon ' s " effect deals 1000 damage to Jaden , reducing him to 600 Life Points . Kagemaru then attacks directly with " Uria " , but Jaden activates his face - down " The Flute of Summoning Kuriboh " to Special Summon " Winged Kuriboh " form his Deck to take the hit . This activates the power of the " Sabatiel - The Philosopher ' s Stone " that Professor Banner had given to Jaden , and it moves from his Deck to this hand . Jaden Summons " Bubbleman " , drawing two cards via its effect , and then activates " Metamorphosis " , Tributing " Bubbleman " to Special Summon " Neo Bubbleman " from his Fusion Deck in Attack Position . He equip s it with " Bubble Blaster " , increasing its attack by 800 , and then attacks " Hamon " . This activates " Neo Bubbleman ' s " effect , destroying any monster it battles with , while " Bubble Blaster " lets Jaden negate the Battle Damage that Jaden would have taken and save " Neo Bubbleman " from destruction by sending it to the Graveyard . With " Hamon " destroyed , Jaden Sets a card and ends this turn . Kagemaru attacks with " Uria " , and Jaden activates his face - down " Bubble Illusion " , letting him activate a Trap Card from his hand . He chooses " " , and declares Trap , meaning both players must remove up to five Traps in their Graveyards from play . With no Traps in Kagemaru ' s Graveyard , " Uria ' s " attack becomes zero , and allows " Neo Bubbleman " to destroy it . Kagemaru activates " Resurrection Tribute " , destroying " Neo Bubbleman " and Special Summoning " Hamon " from his Graveyard . He then discards " Cemetary Bomb " to Special Summon " Uria " from his Graveyard , though its defense is only 1000 . With both of them out , Kagemaru activates " Phantasmal Martyrs " , discarding " The Creator " and " Divine Wrath " to Special Summon three " Phantasmal Martyr Tokens " , which he Tributes to Special Summon the third Sacred Beast , " Raviel , Lord of Phantasms " . The DEF of " Uria " increases by 1000 due the presence of another Trap in Kagemaru ' s Graveyard . With all three Sacred Beasts on the field , their power increases , and Kagemaru drains further energy from cards around the world . Cards in the display case of Solomon Muto ' s Kame Game shop are shown fading away , as well as cards owned by Slade and Jagger Princeton . Chazz Princeton ' s " Ojama Yellow " has literally turned into a skeleton as his card form is fully drained . Jaden begins his turn , activating " Dark Factory of Mass Production " to add " Elemental HERO Avian " and " Elemental HERO Burstinatrix " from his Graveyard to his hand . He then plays " Polymerization " to fuse the two and Fusion Summon " Elemental HERO Flame Wingman " . With a new monster Summoned to Jaden ' s field , " Raviel ' s " effect activates , Summoning a " Phantasm Token " to Kagemaru ' s field . Jaden knows he can destroy " Uria " with " Flame Wingman " , but the other Sacred Beasts would reduce his Life Points to zero on Kagemaru ' s turn . Pharaoh arrives , chasing a small orb of yellow light , from which comes the voice of Professor Banner , the orb apparently being his soul . He tells Jaden to us " Sabatiel - The Philosopher ' s Stone " , and explains that the card will allow him to think of any card in his Deck and " Sabatiel " will temporarily transform into that card ( in Yu - Gi - Oh ! video games this effect is replicated by allowing the player to move a card from their Deck to their hand ) at the cost of half of Jaden ' s Life Points . Once this effect has been used thee times , the true effect of the card may be activated . Jaden thinks of " Fusion Recovery " and finds that Banner was telling the truth . Playing it , he adds " Elemental HERO Sparkman " and " Polymerization " from his Graveyard to his hand and then plays the latter to fuse the former with " Flame Wingman " to Fusion Summon " Elemental HERO Shining Flare Wingman " , whose attack increases to 4600 due to the seven " Elemental Heroes " in Jaden ' s Graveyard . Another " Phantasm Token " is Summoned to Kagemaru ' s field via " Raviel ' s " effect . Jaden attacks " Hamon " , but as " Shining Flare Wingman ' s " effect activates to inflict damage to Kagemaru , " Hamon ' s " shattered pieces intercept the effect , and Kagemaru explains that should " Hamon " be destroyed while in Defense Position , he can negate Effect Damage for this turn . Jaden uses this moment to choose " Sabatiel ' s " second transformation , which he Sets face - down to end his turn . Kagemaru switches " Uria " to Attack Position and then Tributes his two " Phantasm Tokens " via " Raviel ' s " effect , increasing the latter ' s ATK by the ATK of the Tributed monsters . He attacks " Shining Flare Wingman " , and Jaden reveals his second " Sabatiel " transformation to have been " De - Fusion " which splits " Shining Flare Wingman " into " Flame Wingman " and " Sparkman " , both in Defense Position , though two " Phantasm Tokens " are Summoned to Kagemaru ' s field . Kagemaru attacks and destroys them with " Raviel " and " Uria " , respectively . Jaden Summons " Elemental HERO Clayman " , allowing Kagemaru to Summon one more " Phantasm Token " . Jaden uses his third wish , and immediately plays it - " Miracle Fusion " . This lets him remove the " Clayman " on his field and the " Bubbleman " , " Avian " and " Burstinatrix " in his Graveyard from play to Fusion Summon " Elemental HERO Electrum " . With it having been used three times , Jaden can now activate the second effect of " Sabatiel " - it equips to " Electrum " and multiplies its ATL by the number of monsters on Kagemaru ' s field . This means its ATK rises to 14 , 500 . Jaden attacks " Raviel " , winning the Duel . The Duel Spirits flood out of Kagemaru ' s body , and the cards around the world are restored , while " Sabatiel " dissolves in Jaden ' s hand . Without the power of the Sacred Beasts , Kagemaru reverts to his true , elderly age . He asks for forgiveness , and Jaden encourages him to literally stand on his own two feet , after Kagemaru had said that he could not . He does so , and believes that the Duel with Jaden allowed him to regain his own energy . Jaden gives him a hug , but ends up hurting the old man ' s back in doing so , and he has to be air - lifted via helicopter to a hospital . Chancellor Sheppard places the Sacred Beast cards back in their resting place , and the seven pillars sink back into the ground . Dr . Crowler reminds everyone that the promotion exams are next week , and Jaden is immediately more nervous than he ever was during his fight to save the world . Featured Duel : Jaden Yuki vs . Kagemaru . " Turn continues from the previous episode " . Jaden has 1600 Life Points remaining and controls no cards . Kagemaru has 2900 Life Points remaining and controls " Uria , Lord of Searing Flames " ( 5000 / 5000 ) and " Hamon , Lord of Striking Thunder " ( 4000 / 4000 ) in Attack Position and " Fallen Paradise " . Turn 6 : Kagemaru Because " Hamon , Lord of Striking Thunder " was summoned on the turn Kagemaru Special Summon ed " Uria , Lord of Searing Flames " from his Graveyard through its own effect , " Uria " may not attack this turn , so Kagemaru ends his turn . Turn 7 : Jaden Jaden draws . He then Normal Summon s " Wroughtweiler " ( 800 / 1200 ) in Defense Position and Set a card . Turn 8 : Kagemaru Kagemaru draws . He then activates the effect of " Fallen Paradise " to draw two cards during his Main Phase . " Hamon " attacks and destroys " Wroughtweiler " . The effect of " Hamon " then activates ( Jaden 1600 → 600 ) . Since " Wroughtweiler " was destroyed , its effect activates , letting Jaden add " Polymerization " and " Elemental HERO Bubbleman " from his Graveyard to his hand . " Uria " attacks directly , but Jaden activates his face - down " The Flute of Summoning Kuriboh " to Special Summon " Winged Kuriboh " ( 300 / 200 ) from his Deck in Defense Position . A replay occurs and Kagemaru uses " Uria " to attack and destroy Winged Kuriboh " . Since " Winged Kuriboh " was destroyed , the effect of " Sabatiel - The Philsopher ' s Stone " activates , allowing Jaden to add " Sabatiel - The Philsopher ' s Stone " from his Deck to his hand . Turn 9 : Jaden Jaden draws " Bubble Illusion " . He the Normal Summons " Elemental Hero Bubbleman " ( 800 / 1200 ) in Attack Position . Since " Bubbleman " was summoned while Jaden had no cards on his side of the field , its second effect activates , letting him draw two cards . Jaden then activates " Metamorphosis " to send " Bubbleman " to the Graveyard and Special Summon " Elemental HERO Neo Bubbleman " ( 800 / 1200 ) in Attack Position . This monster is treated as " Bubbleman " while face - up on the field . He then activates " Bubble Blaster " , equipping it to " Neo Bubbleman " and increasing its ATK by 800 ( " Neo Bubbleman " : 800 → 1600 / 1200 ) . " Neo Bubbleman " attacks " Hamon " . Jaden then destroys " Bubble Blaster " via its second effect to prevent " Neo Bubbleman " from being destroyed and reduce all the Battle Damage that he would take to 0 . Since " Hamon " battled with " Neo Bubbleman " , the latter ' s final effect activates , destroying " Hamon " at the end of the Damage Step . Jaden then Sets a card . Turn 10 : Kagemaru Kagemaru draws . He then activates the effect of " Fallen Paradise " to draw two cards during his Main Phase . " Uria " attacks " Neo Bubbleman " , but Jaden activates his face - down " Bubble Illusion " to let him activate " " from his hand , allowing Jaden to remove the five Trap Cards in Kagemaru ' s Graveyard from play ( " Uria , Lord of Searing Flames " : 5000 → 0 / 5000 → 0 ) . " Neo Bubbleman " destroys " Uria " ( Kagemaru 2900 → 2100 ) . Kagemaru then activates " Resurrection Tribute " to destroy " Neo Bubbleman " and Special Summon " Hamon " ( 4000 / 4000 ) from his Graveyard in Defense Position , ignoring the summoning conditions . Kagemaru then activates " Uria ' s " third effect to discard " Cemetary Bomb " and Special Summon " Uria " from the Graveyard ( 0 → 1000 / 0 → 1000 ) in Defense Position . Kagemaru then activates " Phantasmal Martyrs " to discard " The Creator " and " Divine Wrath " and Special Summon three " Phantasmal Martyr Tokens " ( 0 / 0 ) in Attack Position ( " Uria , Lord of Searing Flames " : 1000 → 2000 / 1000 → 2000 ) . Kagemaru then Tribute s his three " Phantasmal Martyr Tokens " in order to Special Summon " Raviel , Lord of Phantasms " ( 4000 / 4000 ) in Attack Position . Turn 11 : Jaden Jaden draws " Dark Factory of Mass Production " and subsequently activates it to return " Elemental HERO Burstinatrix " and " Elemental HERO Avian " from his Graveyard to his hand . Jaden then activates " Polymerization " to fuse " Avian " and " Burstinatrix " together and Fusion Summon " Elemental HERO Flame Wingman " ( 2100 / 1200 ) in Attack Position . Since Jaden summoned a monster , the first effect of " Raviel " ativates , Special Summoning a " Phantasm Token " ( 1000 / 1000 ) to Kagemaru ' s side of the field in Defense Position . Jaden then activates " Sabatiel - The Philosopher ' s Stone " to pay half his Life Points ( Jaden 600 → 300 ) and swap " Sabatiel " with the " Fusion Recovery " in his Deck . Jaden then activates " Fusion Recovery " to return " Elemental HERO Sparkman " and " Polymerization " from his Graveyard to his hand . " Sabatiel " is added to Jaden ' s hand via its own effect after " Fusion Recovery " resolves . Jaden then activates " Polymerization " to fuse " Sparkman " with " Flame Wingman " in order to Fusion Summon " Elemental HERO Shining Flare Wingman " ( 2500 / 2100 ) in Attack Position . Due to the effect of " Shining Flare Wingman " , it gains 300 ATK for each Elemental Hero in Jaden ' s Graveyard . There are currently seven ( " Shining Flare Wingman " : 2500 → 4600 / 2100 ) . The first effect of " Raviel " activates , letting Kagemaru Summon another " Phantasm Token " ( 1000 / 1000 ) in Defense Position . " Shining Flare Wingman " attacks and destroys " Hamon " . Since " Shining Flare Wingman " destroyed a monster in battle and sent it to the Graveyard , its effct activates , inflicting damage to Kagemaru equal to the original ATK of " Hamon " , but due to the last effect of " Hamon " , Kagemaru takes no further damage this turn . Jaden activates " Sabatiel " to pay half his Life Points ( Jaden 300 → 150 ) and swap " Sabatiel " with a Spell Card from his Deck . Jaden then Sets a card . Turn 12 : Kagemaru Kagemaru draws . He then activates the effect of " Fallen Paradise " to draw two cards during his Main Phase . Kagemaru then switches " Uria " to Attack Position . He then activates the second effect of " Raviel " to Tribute his two " Phantasm Tokens " and increase the ATK of " Raviel " by the ATK of the Tributed monsters until the End Phase ( " Raviel , Lord of Phantasms " : 4000 → 6000 / 4000 ) . " Raviel " attacks " Shining Flare Wingman " , but Jaden activates his face - down " De - Fusion " to return " Shining Flare Wingman " to the Fusion Deck and Special Summon " Flame Wingman " ( 2100 / 1200 ) and " Sparkman " ( 1600 / 1400 ) from the Graveyard in Defense Position . " Sabatiel " returns to Jaden ' s hand via its own effect after " De - Fusion " resolves . The first effect of " Raviel " activates , letting Kagemaru Special Summon two more " Phantasm Tokens " ( 1000 / 1000 for both ) in Defense Position . A replay then occurs and Kagemaru uses " Raviel " to attack and destroy " Flame Wingman " . " Uria " attacks and destroys " Sparkman " . Turn 13 : Jaden Jaden draws " Elemental HERO Clayman " and subsequently Normal Summons it ( 800 / 2000 ) in Attack Position . The first effect of " Raviel " then activates , letting Kagemaru Summon yet another " Phantasm Token " ( 1000 / 1000 ) in Defense Position . Jaden then activates " Sabatiel - The Philosopher ' s Stone " to pay half his Life Points ( Jaden 150 → 75 ) and swap " Sabatiel " with the " Miracle Fusion " from his Deck . Jaden then activates " Miracle Fusion " to remove from play " Clayman " , " Bubbleman " , " Avian " and " Burstinatrix " from his field and Graveyard in order to Fusion Summon " Elemental HERO Electrum " ( 2900 / 2600 ) in Attack Position . After " Miracle Fusion " resolves , " Sabatiel - The Philosopher ' s Stone " is added from Jaden ' s Deck to his hand . Since Jaden used the first effect of " Sabatiel " three times , Jaden activates the final effect of " Sabatiel - The Philosopher ' s Stone " to multiply the ATK of " Electrum " by the number of monsters that Kagemaru controls . Kagemaru currently controls five monsters ( " Electrum " : 2900 → 14500 / 2600 ) . " Electrum " attacks and destroys " Raviel " ( Kagemaru 2100 → 0 ) . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .