Yu - Gi - Oh ! GX - Episode 142 " What Lies Beneath , Part 2 " , known as " The Victor is Righteous ! The Supreme King VS O ' Brien " in the Japanese version , is the one hundred and forty - second episode of the Yu - Gi - Oh ! GX anime . It first aired in Japan on June 27 , 2007 and in the US on May 3 , 2008 . Summary . Axel Brodie begins his Duel with Skull Knight . Using " Magical Merchant " , Skull Knight sends numerous Normal Monsters to the Graveyard and then Summons " Lycanthrope " , whose effect does more damage for each such monster in the Graveyard . Axel is reduced to 100 Life Points by the end of Skull Knight ' s second turn . However , Axel defeats Skull Knight on his next turn , using a combination of " Volcanic Mine " and " Volcanic Doomfire " . Skull Knight fades away , cursing Axel and claiming The Supreme King is invincible . In the Japanese version , he specifically tells Axel that he ' ll be waiting for him in Hell . Axel captures Guardian of the Labyrinth ( and its talking shield ) and accepts the position of commander of the village ' s defenses . He instructs that the gates be immediately closed and for the village to assemble any and all Duelist s present together . However , someone is already approaching the village , but it ends up being Zane Truesdale and Aster Phoenix leading a group of warriors they had freed from the prison camp , including " King ' s Knight " , " Queen ' s Knight " , " Jack ' s Knight " and " Warrior Lady of the Wasteland " . Axel plans an immediate sneak attack on the Supreme King ' s castle , and Zane and Aster insist on accompanying him . They aim to find out what brought out such a sudden change in Jaden Yuki , and Aster speculates that if they can prove Jesse Anderson is still alive , they may be able to save Jaden from himself . Dancing Fairy offers to aide them by questioning everyone they can find on Jesse ' s status . At the Supreme King ' s keep , Chaos Sorcerer reports that they now have an army of several thousand , and will soon begin the assault on the village . Zane , Axel , Aster and the now - hostage " Guardian of the Labyrinth ' s shield use Zane ' s " Cyberdark Dragon " to fly near the castle . The trio is dressed in the armor of " Dark Blade " and their plan to masquerade as the members of the Supreme King ' s Army while the Guardian ' s shield guides them to the throne room . They encounter Chaos Sorcerer , who questions why they are not with the rest of the army . The Guardian ' s shield replies that they have a message from Skull Knight to deliver to The Supreme King . Chaos Sorcerer feigns believing them , but then attacks , stating that all of Skull Knight ' s orders go through him before they get to The Supreme King . Zane offers to Duel him , as Aster and Axel move on ahead , stating that he ' s had no real challenges since arriving in this dimension . As they near the stairs , they are stopped by Skilled Dark Magician and Skilled White Magician . Aster Summons " Destiny Hero - Double Dude " and urges Axel to continue on while he Duels them . Axel reaches the throne room and The Supreme King questions why he returned . Axel says he ' s nowhere near him in terms of sheer power , but also says there are two kinds of power - the kind the King has , and the kind that courage provides . He fights for all the people who now need his power to survive - the same power that Jaden himself used to wield . The Duel begins , and The Supreme King gains an early lead , reducing Axel ' s Life Points to 2100 on his first turn . Featured Duels . Axel Brodie vs . Skull Knight . Turn 1 : Skull Knight Skull Knight draws a monster and subsequently set s it . He then sets a card . Turn 2 : Axel Axel draws " Tri - Blaze Accelerator " . Axel ' s hand contains " Volcanic Mine " , " Volcanic Armor " , " Volcanic Slicer " , " Volcanic Scattershot " , and " Blaze Accelerator " . Axel activates " Blaze Accelerator " and sends it to the Graveyard in order to activate " Tri - Blaze Accelerator " . Now Axel , during each of his Main Phases , can send a Pyro - type monster from his hand to the Graveyard and destroy one of Skull Knight ' s monsters and inflict 500 damage to Skull Knight . If Axel activates this effect , he can ' t declare an attack this turn . Axel then activates the effect of " Tri - Blaze Accelerator " to send " Volcanic Scattershot " from his hand to the Graveyard and destroy Skull Knight ' s set monster as well as inflict 500 damage to Skull Knight , but Skull Knight activates his face - down " Reverse Effector " to switch his set monster to Attack Position . The set monster is revealed to be " Magical Merchant " ( 200 / 700 ) . The Flip Effect of " Magical Merchant " then activates , allowing Skull Knight to pick up cards from the top of his Deck until he picks up a Spell or Trap Card , which will be added to his hand . If Skull Knight picks up any monsters through this effect , they are sent to the Graveyard . Skull Knight picks up twelve monsters ( revealed to be two " Gene - Warped Warwolfs " , " Luster Dragon " , " Archfiend Soldier " , " Soul Tiger " , " Mystical Elf " , " Gigobyte " , " Clown Zombie " , " Fiend Scorpion " , " Spiral Serpent " , " Summoned Skull " and " Giant Soldier of Stone " ) and " Synthesis Spell " , so the latter is added to his hand while the remaining picked up cards are sent to the Graveyard . After that resolves , the secondary effect of " Reverse Effector " sends " Magical Merchant " to the Graveyard . This negates the effect of " Tri - Blaze Accelerator " as its original target was removed from the field . Since " Volcanic Scattershot " was sent to the Graveyard , its first effect activates , inflicting 500 damage to Skull Knight ( Skull Knight 4000 → 3500 ) . Axel then Normal Summons " Volcanic Slicer " ( 1800 / 1200 ) in Attack Position . Axel then activates the effect of " Volcanic Slicer " to inflict 500 damage to Skull Knight ( Skull Knight 3500 → 3000 ) at the cost of forbidding " Volcanic Slicer " from attacking this turn . Axel then Sets two cards . Turn 3 : Skull Knight Skull Knight draws " Undead Lineage " . He then activates " Synthesis Spell " to Tribute " Mad Dog of Darkness " and " Vorse Raider " from his hand and Ritual Summon " Lycanthrope " ( 2400 / 1800 ) in Attack Position . Skull Knight then activates " Undead Lineage " and equips the latter to " Lycanthrope " . Now if " Lycanthrope " attacks , it will gain 500 ATK during the Damage Step only . If " Lycanthrope " would be destroyed by a card effect , " Undead Lineage " will be sent to the Graveyard instead . " Lycanthrope " attacks " Volcanic Slicer " . The first effect of " Undead Lineage " activates during the Damage Step ( " Lycanthrope " : 2400 → 2900 / 1800 ) . " Lycanthrope " then destroys " Volcanic Slicer " ( Axel 4000 → 2900 ) . At the end of the Damage Step , the ATK of " Lycanthrope " returns its original value ( " Lycanthrope " : 2900 → 2400 / 1800 ) . Axel then activates his face - down " Volcanic Armor " to inflict 500 damage to Skull Knight since he destroyed a Pyro - type monster and sent it to the Graveyard ( Skull Knight 3000 → 2500 ) . Since " Lycanthrope " inflicted Battle Damage , its effect activates , inflicting 200 damage to Axel for each Normal Monster in Skull Knight ' s Graveyard . There are currently fourteen ( Axel 2900 → 100 ) . Turn 4 : Axel Axel draws " Volcanic Doomfire " . He then sends " Tri - Blaze Accelerator " to the Graveyard in order to Special Summon " Volcanic Doomfire " ( 3000 / 1800 ) in Attack Position . Axel then activates his face - down " Volcanic Mine " to Special Summon a " Bomb Token " in all of Skull Knight ' s unoccupied Monster Card Zone s . Skull Knight has four unoccupied Monster Card Zones , so four " Bomb Tokens " ( 1000 / 1000 each ) are summoned to Skull Knight ' s side of the field in Defense Position . " Volcanic Doomfire " attacks and destroys " Lycanthrope " ( Skull Knight 2500 → 1900 ) . Since " Volcanic Doomfire " destroyed a monster by battle and sent it to the Graveyard , its second effect activates , destroying all of Skull Knight ' s monsters and inflicting 500 damage to Skull Knight for each monster destroyed this way ( Skull Knight 1900 → 0 ) . Axel Brodie vs . The Supreme King . Turn 1 : Axel Axel draws a card and subsequently set s it . Turn 2 : Supreme King The Supreme King draws " Dark Fusion " and subsequently activates it to fuse " Elemental Hero Avian " with " Elemental Hero Wildheart " in order to Fusion Summon " Evil Hero Wild Cyclone " ( 1900 / 2300 ) in Attack Position . " Wild Cyclone " then attacks directly . Axel tries to activate his face - down card in response , but the Supreme King states that due to the first effect of " Wild Cyclone " , Axel can ' t activate any Spell or Trap Cards when it attacks until the end of the Damage Step . The direct attack continues ( Axel 4000 → 2100 ) . Since " Wild Cyclone " inflicted Battle Damage , its second effect activates , destroying Axel ' s face - down " Firewall " . " Duel continues in the next episode " . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .