Yu - Gi - Oh ! ZEXAL - Episode 039 " Pets Peeved " , known as " The Fated Showdown ! Cat - chan vs . Dog - chan " in the Japanese version , is the thirty - ninth episode of the " Yu - Gi - Oh ! ZEXAL " anime . It first aired in Japan on January 16 , 2012 and in the United States on November 24 , 2012 . Summary . Yuma narrates how the WDC works while clips of the Duels Yuma has been in are shown in the background . Quattro , Shark and Trey are also shown . " It ' s the World Duel Carnival Preliminary Round ! Using Heartland City as the battlefield , the strongest duelists from all around the world compete against each other , betting their Heart Pieces . You qualify for the Finals when you collect five Heart Pieces ! I don ' t care who it is , just bring it on ! I ' m gonna bring it to ' em ! " ( Yuma ' s WDC narration is cut in the dub ) . In a abandoned warehouse , dogs have lined up . One howls , causing them all to run wildly into the streets . Elsewhere , Yuma is talking to Bronk with Tori , Flip , and Astral , who is floating above his head . Bronk informs Yuma that he and the Class Rep are doing fine , and Flip comments that Yuma is the only one to have won a Duel in their group . Astral then says that the remaining contestants in the tournament must be quite the competition as only strong people remain . Tori says that they ' re forgetting someone . Then Cathy appears behind Yuma blushing a bit saying that she ' s also in the tournament and has two Heart Pieces . Yuma is surprised to see Cathy and congratulates her on getting the Heart Pieces , and then shows her the four that he ' s collected . He then argues with Tori , making Cathy jealous . A dog then jumps and takes Yuma ' s Heart Pieces . Yuma runs after it . As the dog joins up with the others , Yuma stops . Cathy spins around and meows , causing all of the Cats from Heartland City run towards her . She asks them to go after Yuma ' s Heart Pieces . They find where the dogs are and report back to Cathy . Cathy asks where they are . As the cats take off running , the group follows them to the dogs ' hideout . They all enter and find Yuma ' s Heart Pieces on the ground guarded by some dogs , they all start barking . One emerges from the shadows and says " Stop it at once , ya ' ll " , " What ' s all the ruckus about ? " , and tells the dogs off for stealing the Heart Pieces . Yuma and the others are shocked to find out that a dog can speak . Pip posing as Roscoe apologizes to them , while Cathy says that they are a bunch of thieving dogs and that they are all up to no good . The cats meow at the dogs , angering Pip who says that the peaceful looking cats are always scheming something , at which the dogs bark at the cats . Pip then shouts " Pipe down ! " which causes the dogs and the cats to stop barking and meowing . Roscoe then decides that they should settle this with a Duel . Yuma , Tori , Bronk and Flip are all shocked , although Cathy replies " That ' s just what I wanted . " If Cathy wins , then the dogs will leave this city immediately . Roscoe comments that she ' ll throw those words back at them . Astral then says " I can feel it . This is a fated showdown between dogs and cats stretching over millions of years , " while Yuma is crying over his Heart Pieces that the dogs haven ' t returned yet . Cathy and Roscoe both shout " Duel Disk , set ! " and Cathy shouts " Duel Gazer , set ! " " The AR Vision - Link is established . " They begin to Duel , with Cathy taking the first turn saying " Cats always dash forward " and draws . While Yuma and the others are watching , a blue cat is watching from its perch on Bronk ' s head . Cathy Summons " Stray Cat " in Attack Position , Yuma comments that it ' s such at weak monster only having 100 ATK . Astral realizes that Cathy is setting up a trap , as Cathy thinks to herself , " I need to find something fast that ' ll trick the Dog into sinking its teeth in , " and " I ' ll place a Monster for it to Attack as a decoy and I ' ll counter it . " She then Sets two cards face - down and ends her turn . Pip begins his turn and draws a card , while Yuma , Tori , Bronk and Flip are shocked that he could draw a card . He then summons " Tribulldog " in Attack Position and using its effect he can Special Summon another from his hand . He Special Summons another " Tribulldog " and then he activates the Spell Card " Doubulldog " allowing him to Special Summon another from his Deck . Yuma realizes that he ' s got three Level 4 monsters on his field . Pip overlays his three " Tribulldogs " and says " Come forth , legendary Dog from the older days " as " Sumo King Dog " is Xyz summoned . Yuma wonders how a dog can Xyz Summon , and says " Damn ! How is it everyone has such good tactics to Xyz Summon so well ? ! " Astral comments " Perhaps its dueling tactics are better than yours , Yuma , " which makes Yuma mad . Back at the duel , Cathy thinks to herself " That ' s it ! Go ahead and bite onto it , and become my prey ! " She then activates the spell card " Pooch Party " and Special Summons two " Pooch Party Token s " and she then activates the Equip Spell Card " Dogking " and equips it to " Sumo King Dog " it raises " Sumo King " ' s attack by 500 points for each Dog monster on the field including itself . Its ATK rise by 1500 , to 4100 . Yuma and the others realize that if this attack hits , Cathy will lose the Duel . Pip calls this a " It ' s a WOOF - Turn Kill Elimination " and attacks " Stray Cat " with " Sumo King Dog " Luckily , Cathy activates her trap card " Cat Confusion " which would negates the attack and send " Sumo King Dog " back to the Extra Deck . But Pip has already anticipated this and activates Sumo King ' s " one Trap Card ' s activation and destroy it . Astral is shocked that Sumo King Dog had an effect like that , while the others say that it was really a One Turn Kill . Pip then says " I win , ya ' ll " , causing Cathy to say " Are you sure about that ? " The smoke moves revealing Cathy , leaving Pip shocked . Cathy explains that she activated the Quick - Play Spell Card " Cat Food " the moment that Sumo King attacked by releasing " Stray Cat " she could special summon " Stray Cat Girl " in Attack Position . Thanks to its effect it when it ' s in Attack Mode it ' s not destroyed by battle , but Cathy still takes damage leaving Cathy ' s LP at 500 . Pip comments " Quite a crafty way to do so , but you only got 500 of your Life remaining . You ' re about as good as dog food ! " He sets a card face - down and ends his turn , Because of that the " Pooch Party Tokens " are destroyed by their own effects decreasing " Sumo King " ' s ATK points to 3100 . Cathy says " Now you ' ve done it ! You saw through a human ' s trap , even though you ' re just a mangy dog " , 2hich Pip replies with " Silence ! Ya stupid cat girl " . Cathy draws a card and says " Behold , you foolish dogs who can only obey humans ! The noble spirit and the power of freedom cats possess " , She summons " Cat Girl " and overlays her two Level 4 monster to Xyz Summon " Cat Girl Magician " in Attack Position and activates the Equip Spell Card " Catnip Turbine " and equips it to " Cat Girl Magician " raising her ATK points by 1200 to 3200 . Yuma praises Cathy for getting a monster stronger than " Sumo King " , Cathy then reveals that the monster that ' s been powered up by " Catnip Turbine " cannot attack a monster the opponent controls . Which Pip calls her foolish , She then activates " Cat Girl Magician " ' s effect by detaching one Overlay Unit and by cutting her attack points in half to 1600 she can attack directly . She does and Pip ' s LP fall down to 2400 . Yuma cheers for Cathy , Then she plays two cards face - down and ends her turn which activates " Cat Magician ' s " effect returning her Attack points back to 3200 . Cathy then says " Well ? ! Did you learn how foolish Dogs are yet ? ! " . Pip replies but with a different voice " How dare you . . . ! How dare a lowly cat rebel against us dogs ? ! " . As Pip is sitting on Roscoe , Yuma and the others shout " A little girl ? ! " Pip then jumps of Roscoe ' s back and hides behind him . Tori wonders if the little girl was dueling and not the dog . Astral comments " In that case , it would mean a little girl ' s Dueling tactics are better than yours , Yuma " , which makes Yuma mad . While Cathy asks what the little girl ' s name is . The little girl replies saying it ' s Pip quietly . Cathy asks again causing the little girl to talk into a headpiece causing her voice to change and says " I told you , it ' s Dog ! I ' m Dog - san ! " ( in the dub , she says , " I said my name is Pip , is that loud enough ? ! " ) she then turns red and hides behind Roscoe again . Cathy asks why she is Dueling on the top of a dog . She answers that she ' s too afraid to talk with other people and she ' s always been alone . She then adds that Roscoe is her only friend but she liked to Duel she loved dueling , and she always used to duel against Roscoe all the time . Roscoe tried desperately to remember how to duel . He was finally able to draw a card . He dueled against her day after day , but she really wanted to duel against other people too . That ' s why she disguised herself as Roscoe and entered the tournament , but she was too scared to talk to other people she didn ' t know , after all . Cathy asks if she wants to continue this Duel or whether she want to surrender how she is now . She hides behind Roscoe again , causing Cathy to say " Hmph . I guess this is all you dog lovers can do " . Yuma says " H - Hey " about to tell Cathy that that wasn ' t very nice . Cathy says to Yuma " Be quiet ! " . The dogs start barking , Cathy asks Pip " Are you fine always hiding behind a dog ' s shadow ? " The dogs bark more . Cathy asks " You ' ll be a loser dog for the rest of your life ! " Pip then replies " Hmph ! You ' re wrong ! " Cathy replies " But I ' m not wrong am I ? You ' re too scared to Duel on your own ! " , which causes Pip to tear up . Pip then looks at Roscoe and he nods . Pip then activates her Duel Disk and shouts " I challenge you ! " , using the LP and Cards they still have on the field . Astral comments " I can ' t believe it went from Dog vs Cat Girl to Dog Girl vs Cat Girl ! " Pip draws " Raise the Woof " and activates it as she controls no Level 3 or lower monsters . She can special summon four " Woof Token s " thanks to " Dogking " it raises " Sumo King ' s " attack points by 2000 its Attack points are now at 5100 . She then uses " Sumo King " to attack " Cat Girl Magician " . Cathy then activates her trap card " Gold Coins for Cats " which if she controls a Beast - Type monster on her side of the field that is being attacked the attack target gains ATK equal to half the ATK of the attacking monster , causing " Cat Magician " ' s ATK points to rise to 5750 . But Pip activates the effect of " Sumo King " negating " Gold Coins for Cats " and destroying it , causing " Cat Magician " ' s ATK points to fall down to 3200 . Cathy then says " I ' ve been waiting for that " and activates " Counter Meowsure " . As one of her Trap Cards are destroyed she can destroy one of the opponent ' s Spell or Trap Cards and double the ATK of one of her " Cat " monsters . She chooses " Dogking " , which lowers " Sumo King " ' s ATK to 2600 and doubles " Cat Girl " ' s to 6400 , Cathy then says that she ' s won . Pip thinks that she can ' t do anything right , she can ' t even win . Roscoe walks over to her and howls quietly , Cathy then says " Just give up ! You ' re just a loser sog ! " Yuma then shouts " Bring it to ' er ! " ( " Kattobingu " in the Japanese version , which causes everyone to turn around and look at Yuma , who says " Don ' t you ever give up ! Kattgobingu Pip ! " Tori then says " That ' s right , Pip ! Bring it to ' er ! Never give up and always challenge yourself ! " Yuma says " Don ' t give up , Pip ! Never , ever give up ! " Pip then realizes that she has one face - down card left and then she says " Mm , that ' s right . I can ' t let myself give up ! I am not a loser dog ! " " I ' m gonna dog it to ' em ! " ( " Doggabingu " in the Japanese version ) All of the dogs begin to howl as Pip activates her Trap Card " Superior Howl " destroying " Dogking " herself and returning the monsters on the field to their original ATK points . Cathy then says " You destroyed your own Equip spell . Good of you to come to that realization " . Pip then uses " Sumo King Dog " to attack " Cat Girl Magician " and wipe out Cathy ' s LP . Pip wins . Pip says to herself in disbelief " I won . . . ? " . Then she jumps in the air and shouts " I won ! I won ! I really won ! " . Yuma then says " You did it , Pip ! That ' s the way ! " . He then tears up and says " My Heart Pieces ! " . A cat then walks over to Cathy waking her up and making Cathy smile . Yuma is now just like a statue just sitting there , Pip walks up to him returning his Heart Pieces . He takes them and tears up saying " My Heart Pieces ! " . Cathy then says " And these are my Heart Pieces . Take them " . Pip is shocked ; " Eh . . . ? But . . . " . Cathy then says " You won them , didn ' t you ? " . Pip takes them and Cathy says " I once only had cats as friends . But once I worked up the courage , I started dueling , and I made some friends . I made friends with everyone through dueling " . Pip then says " You became friends with everyone through dueling ? Did you lose on purpose ? " . Cathy then says " Take a look " . Pip turns around and sees the cats playing with the dogs , which makes Astral say Observation # 18 : " Cat it to ' em , Dog it to ' em . There are many ways to bring it to ' em waiting in this world . I wonder if there ' s a way to connect people around the world this way " . Yuma then gets up and says " Yes I ' m gonna bring it to ' em with all I got tomorrow ! " . Yuma then jumps into the air and shouts " I ' m gonna bring it to ' em ! " . Featured Duel : Cathy vs . Pip . Turn 1 : Cathy Cathy draws " Stray Cat " and subsequently Normal Summon s it ( 1 / 100 / 300 ) in Attack Position . Cathy ' s hand contains " Cat Girl " , " Gold Coins for Cats " , " Catnip Turbine " , " Cat Food " and " Cat Confusion " . Cathy Set s two cards . Turn 2 : Pip Pip draws " Tribulldog " and subsequently Normal Summons it ( 4 / 1200 / 1100 ) in Attack Position . As she controls " Tribulldog " , Pip activate s its effect to Special Summon another " Tribulldog " ( 4 / 1200 / 1100 ) from her hand in Attack Position . As she control s two " Tribulldogs " , Pip activates " Doubulldog " to Special Summon a third " Doubulldog " ( 4 / 1200 / 1000 ) from her Deck in Attack Position . Pip overlays her three " Tribulldogs " in order to Xyz Summon " Sumo King Dog " ( 4 / 2600 / 2100 ) in Attack Position . Pip activates " Pooch Party " to Special Summon two " Pooch Party Token s " ( 1 / 0 / 0 each ) in Attack Position . She then equip s " Sumo King Dog " with " Dogking " , increasing its ATK by 500 for each Beast - Type monster she controls ( " Sumo King Dog " : 2600 → 4100 ATK ) " Sumo King Dog " attack s " Stray Cat " , but Cathy activates her face - down " Cat Confusion " ( as she controls a Beast - Type monster ) to return " Sumo King Dog " to Pip ' s Extra Deck . Pip activates the effect of " Sumo King Dog " to negate and destroy " Cat Confusion " by detach ing one " Tribulldog " ( " Sumo King Dog " : 3 → 2 ORU ) . Cathy then activates her face - down " Cat Food " to Tribute " Stray Cat " and Special Summon " Stray Cat Girl " ( 4 / 600 / 1500 ) from her Deck in Attack Position . A replay occurs and Pip uses " Sumo King Dog " to attack " Stray Cat Girl " , but the latter is not destroyed due to her own effect ( Cathy : 4000 → 500 LP ) . Pip Sets a card . On Pip ' s End Phase , the " Pooch Party Tokens " are destroyed due to the second effect of " Pooch Party " ( " Sumo King Dog " : 4100 → 3100 ATK ) . Turn 3 : Cathy Cathy draws . She then Normal Summons " Cat Girl " ( 4 / 1200 / 1600 ) in Attack Position . Cathy overlays " Stray Cat Girl " and " Cat Girl " in order to Xyz Summon " Cat Girl Magician " ( 4 / 2000 / 1800 ) in Attack Position . She then equips " Cat Girl Magician " with " Catnip Turbine " , which will increase its ATK by 1200 ( " Cat Girl Magician " : 2000 → 3200 ATK ) , though it will be unable to attack the opponent ' s monsters . Cathy activates the effect of " Cat Girl Magician " , detaching an Overlay Unit ( " Cat Girl Magician " : 2 → 1 ORU ) in order to halve its ATK ( " Cat Girl Magician " : 3200 → 1600 ATK ) and allow it to attack directly this turn . " Cat Girl Magician " then attacks directly ( Pip : 4000 → 2400 LP ) . Cathy Sets a card . On Cathy ' s End Phase , the effect of " Cat Girl Magician " expires ( " Cat Girl Magician " : 1600 → 3200 ATK ) . At this point , Pip reveals herself from the barrel Roscoe was carrying , revealing she was the one Dueling and Roscoe was the one helping her hold and use her cards for the Duel . After a conversation with Cathy , Pip decides to continue without Roscoe ' s help . Turn 4 : Pip Pip draws " Raise the Woof " and subsequently activates it to Special Summon four " Woof Token s " ( 1 / 0 / 0 each ) in Attack Position ( as she controls no Level 3 or higher monsters ) , but she can ' t Tribute any " Woof Tokens " ( " Sumo King Dog " : 3100 → 5100 ATK ) . " Sumo King Dog " attacks " Cat Girl Magician " , but Cathy activates her face - down " Gold Coins for Cats " to increase the ATK of her Beast - Type " Cat Girl Magician " by half the ATK of " Sumo King Dog " , until the end of the Damage Step . Pip activates the effect of " Sumo King Dog " to negate and destroy " Gold Coins for Cats " by detaching " Tribulldog " ( " Sumo King Dog " : 2 → 1 ORU ) . As a Trap Card was destroyed , Cathy activates her face - down " Counter Meowsure " to destroy " Dogking " and double the ATK of " Cat Girl Magician " , but Pip activates her face - down " Superior Howl " to destroy " Dogking " and make the ATK of all monsters on the field become their original ATK , so " Counter Meowsure " resolve s with no effect ( " Sumo King Dog " : 5100 → 2600 ATK ; " Cat Girl Magician " : 3200 → 2000 ATK ) . " Sumo King Dog " then destroys " Cat Girl Magician " ( Cathy : 500 → 0 LP ) . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .