Yu - Gi - Oh ! - Episode 024 " Face Off , Part 3 " , known as " Multiplying Kuribo ! The Astonishing Conclusion " in the Japanese version , is the twenty - fourth episode of the " Yu - Gi - Oh ! " second series anime . It first aired in Japan on October 3 , 2000 and in the United States on April 20 , 2002 . Summary . Despite being at the mercy of Kaiba ' s " Blue - Eyes Ultimate Dragon " , Yugi forms a counter defense by Summon ing " Kuriboh " and activating " Multiply " . This creates a wall of " Kuribohs " that no monster can penetrate . Yugi then uses " Living Arrow " and " Polymerization " to fuse " Mammoth Graveyard " with Kaiba ' s " Blue - Eyes Ultimate Dragon " . This causes the dragon to rot and decay , reducing its ATK by 1200 at the end of Yugi ' s turn s . Its ATK soon falls to 900 , so even Yugi ' s weakest monsters can destroy it . Kaiba becomes distressed ; he knows he is going to lose . Kaiba starts to believe he has failed his brother . He has a vision where Mokuba is being sucked into the melting " Blue - Eyes Ultimate Dragon " . Kaiba ' s younger self tries and fails to rescue him and then scolds present - day Kaiba for not looking after Mokuba . Kaiba feels himself rotting , just like his dragon . Yugi destroys one of the Dragon ' s heads with " Celtic Guardian " ( Bakura states that the reason for this was because " Blue - Eyes Ultimate Dragon " is made up of three monsters and thus each head is a target and has its own amount of ATK , which they all shared at the timing ) , and another attack will defeat Kaiba . In desperation , Kaiba moves to the edge of the castle . The force of Yugi ' s next attack could knock him over the edge and kill him . Kaiba resurrects the dragon head that was destroyed . This means he can defeat Yugi ' s Celtic Guardian and win the Duel , but only if Yugi skips his next move . Yugi and Yami Yugi have a conflict over risking Kaiba ' s life for his grandpa . Yami Yugi launches the attack anyway , but Téa convinces him to call it off . Kaiba wins . Yugi , having returned to his normal self , is upset over losing , and frightened of Yami Yugi , who was willing to kill in order to win . Kaiba attempts to mock Yugi , but Téa scolds him . Kaiba leaves , victorious but angry . Featured Duel : Yami Yugi vs . Seto Kaiba . Yugi has 400 LP remaining and control s no cards . His hand contains " Mammoth Graveyard " , " Polymerization " and " Multiply " . Kaiba has 900 LP remaining and control s " Blue - Eyes Ultimate Dragon " ( 4500 / 3800 ) in Attack Position . Turn 18 : Yami Yugi Yugi draws " Kuriboh " and subsequently Normal Summons it ( 300 / 200 ) in Defense Position . Yugi then activate s " Multiply " to create a wall of " Kuribohs " to protect his Life Points . Turn 19 : Kaiba " Blue - Eyes Ultimate Dragon " attack s the " Kuriboh " wall , but fails to destroy it . The " Kuriboh " wall regenerates itself . Turn 20 : Yami Yugi Yugi draws " Living Arrow " and subsequently activates it along with " Polymerization " in order to fuse " Mammoth Graveyard " to " Blue - Eyes Ultimate Dragon " . Since " Blue - Eyes Ultimate Dragon " is a living monster , it cannot properly fuse with the undead " Mammoth Graveyard " , so it loses ATK equal to the ATK of " Mammoth Graveyard " during each of Yugi ' s End Phases . On Yugi ' s End Phase , " Blue - Eyes Ultimate Dragon " loses 1200 ATK ( " Blue - Eyes Ultimate Dragon " : 4500 → 3300 / 3800 ) . Turn 21 : Kaiba " Blue - Eyes Ultimate Dragon " attacks the " Kuriboh " wall , but fails to destroy it . The " Kuriboh " wall then regenerates itself . Turn 22 : Yami Yugi Yugi draws , then passes his turn . " Blue - Eyes Ultimate Dragon " loses 1200 more ATK ( " Blue - Eyes Ultimate Dragon " : 3300 → 2100 / 3800 ) . Turn 23 : Kaiba " Blue - Eyes Ultimate Dragon " attacks the " Kuriboh " wall , but fails to destroy it . The " Kuriboh " wall then regenerates itself . Turn 24 : Yami Yugi Yugi passes his turn . " Blue - Eyes Ultimate Dragon " loses 1200 more ATK ( " Blue - Eyes Ultimate Dragon " : 2100 → 900 / 3800 ) . Turn 25 : Kaiba Kaiba passes his turn . Turn 26 : Yami Yugi Yugi draws " Celtic Guardian " and subsequently Normal Summons it ( 1400 / 1200 ) in Attack Position . " Celtic Guardian " attacks " Blue - Eyes Ultimate Dragon " , however it only manages to destroy the middle head since " Blue - Eyes Ultimate Dragon " was a fusion of three monsters and each of their heads share the same ATK ( Kaiba : 900 → 400 LP ) . Yugi intends to destroy another head on his next turn to win the Duel . Turn 27 : Kaiba Kaiba moves to the edge of the tower and claims the destruction of his monster might blow him off ( in the original , he threatens to jump off ) if Yami Yugi attacks . Kaiba draws " Reborn the Monster " and subsequently activates it to revive the middle head of " Blue - Eyes Ultimate Dragon " by Special Summon ing " Blue - Eyes White Dragon " ( 3000 / 2500 ) from his Graveyard in Attack Position . ( NOTE : In the Japanese version , Kaiba explains that since the revived monster is fused to the rotting dragon , it can ' t attack this turn . ) Turn 28 : Yami Yugi " Celtic Guardian " attacks one of the decayed heads of " Blue - Eyes Ultimate Dragon " , however Yugi Muto cancels the attack at the last moment , because he is unable to watch Kaiba fall to his death . Turn 29 : Kaiba " Blue - Eyes White Dragon " attacks and destroys " Celtic Guardian " ( Yugi : 400 → 0 LP ) . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .