Yu - Gi - Oh ! 5D ' s - Episode 016 " Battle with the Black Rose " , known as " Return of the Witch , The Dragon of Destruction ' Black Rose Dragon < nowiki > ' < / nowiki > " in the Japanese version , is the sixteenth episode of the " Yu - Gi - Oh ! 5D ' s " anime . It first aired in Japan on July 16 , 2008 and in the United States on December 27 , 2008 . Summary . In the hallway . Luna and Dexter try to cheer up Leo after his loss to Greiger . They approach Yusei , who tells him the experience he got from losing should prove useful later on . Leo encourages Yusei to win , just before Akiza passes them . She glares intensely at Yusei as she passes . The other three quickly step out of her way . Leo wonders what her problem is . Randsborg , Lazar and Goodwin ' s meeting . Gill Randsborg talks with Rex Goodwin and Lazar . He is surprised as Lazar informs him that his opponent , Akiza , is a Signer . Lazar asks that Randsborg act as their hound to expose her true identity . Randsborg states that he disdains completely from hounding young maidens . His expression changes after they tell him that she is the Black Rose Witch , who terrorizes the Daimon Area . Lazar offers him the chance to withdraw , as the Duel with be a fight for one ' s life . Randsborg draws his sword and raises it , pledging to slay the Witch . The Duel . The MC introduces Gill Randsborg , who raises his sword , promising to win the Duel . The audience cheers loudly in support of Randsborg . The MC next introduces Akiza Izinski , a mysterious girl whose merits are unknown . The audience begin to mutter amongst themselves . Leo is sure that he has seen her before , even earlier than her passing them in the hall . Luna reacts to Akiza ' s appearance , saying that her Deck seems to be in pain . A mysterious cloaked figure smiles as he waits for the duel to begin . Randsborg starts the Duel , announcing that he will give her no mercy . After Akiza Summons " Black Rose Dragon " , Yusei ' s dragon mark begins to react , while a strong breeze flows around the crowd , who stare in surprise . Randsborg and the audience recognize it as the card used by the Black Rose Witch . Greiger , who watches the duel with Yusei , tells him that " Black Rose Dragon " is a creature of ill omen that brings forth ruin and destruction . He also notes that Yusei seems to be familiar with it . The audience are uneasy by the presence of the witch . They encourage Randsborg to be careful . Randsborg takes damage , which results in a small scratch . Randsborg gives the scratch a few strokes and dramatically demands that Akiza reveal her true identity . Akiza replies that she is not the same as any of them . Akiza later insults by Randsborg by manipulating his monster to damage him , to the effect that the monster is betraying him . The audience lighten up and continue to cheer for Randsborg as he seemingly gains the upper hand and drops Akiza ' s LP to 50 . But Akiza swiftly wins the next turn after reviving " Black Rose Dragon " . Back in Rex Goodwin ' s box , Zigzix reports that were was no Ener - D response . Randsborg collapses after losing . This frightens the audience , who yell at the witch to leave . The cloaked figure smiles , saying Akiza ' s battle has just begun . Featured Duel : Akiza Izinski vs . Gill Randsborg . Turn 1 : Randsborg Randsborg draws " Masked Knight LV3 " and subsequently Normal Summon s it ( 1500 / 800 ) in Attack Position . He then activates the second effect of " Masked Knight LV3 " to inflict 400 damage to Akiza ( Akiza 4000 → 3600 ) at the cost of forbidding himself from attacking with " Masked Knight LV3 " this turn . Randsborg then activates " Level Up ! " to send " Masked Knight LV3 " to the Graveyard and Special Summon " Masked Knight LV5 " ( 2300 / 1300 ) in Attack Position , ignoring the Summoning conditions . Randsborg then activates the second effect of " Masked Knight LV5 " to inflict 1000 damage to Akiza ( Akiza 3600 → 2600 ) at the cost of forbidding himself from attacking with " Masked Knight LV5 " this turn . Randsborg Set s a card ( " Sakuretsu Armor " ) . Turn 2 : Akiza Akiza draws " Black Garden " . She Normal Summons " Wall of Ivy " ( 300 / 1200 ) in Defense Position . Akiza then activates " Seed of Deception " to Special Summon " Copy Plant " ( 0 / 0 ) in Defense Position . She then activate s the effect of " Copy Plant " to target " Masked Knight LV5 " and make its Level equal to the Level of " Masked Knight LV5 " ( " Copy Plant " : Level 1 → 5 ) . Akiza then tunes " Wall of Ivy " with " Copy Plant " to Synchro Summon " Black Rose Dragon " ( 2400 / 1800 ) in Attack Position . She then activates the first effect of " Black Rose Dragon " to destroy all cards on the field . Akiza Set s a card . She then activates " Black Garden " . Now as long as this card is face - up , any monster that is summoned through something other than the first effect of " Black Garden " will have its ATK halved while " Black Garden " is face - up and then a Rose Token will be Special Summoned to the controller ' s opponent ' s side of the field in Attack Position . Turn 3 : Randsborg Randsborg draws " Martyr Flag " . He then activates " The Warrior Returning Alive " to add " Masked Knight LV3 " from his Graveyard to his hand . Randsborg ' s hand contains " Martyr Flag " , " Pot of Avarice " , and " Level Change " . Randsborg then Normal Summons " Masked Knight LV3 " ( 1500 → 750 / 800 ) in Attack Position . The first effect of " Black Garden " Special Summons a " Rose Token " ( 800 / 800 ) to Akiza ' s side of the field in Attack Position . Randsborg activates the second effect of " Masked Knight LV3 " ( Akiza 2600 → 2200 ) . Akiza then activates her face - down " Doppelganger " , which makes Randsborg take the same amount of damage Akiza took ( as the damage was from an Effect Monster ' s effect ) ( Randsborg 4000 → 3600 ) . Randsborg Set s two cards ( one of which is " Martyr Flag " ) . Turn 4 : Akiza Akiza draws " Mark of the Rose " and subsequently activates it , equipping it to " Masked Knight LV3 " and taking control of " Masked Knight LV3 " . Now during each of Akiza ' s End Phases , control of " Masked Knight LV3 " will be switched back to Randsborg , but during each of Akiza ' s Standby Phases , control of " Masked Knight LV3 " will be switched to Akiza . " Masked Knight LV3 " attacks directly ( Randsborg 3600 → 2850 ) . Akiza then activates " Vengeful Servant " and equips it to " Masked Knight " LV3 " . Now each time " Masked Knight LV3 " switches control , the controller receives damage equal to its original ATK . On Akiza ' s End Phase , " Mark of the Rose " switches control of " Masked Knight LV3 " to Randsborg . The effect of " Vengeful Servant " then activates ( Randsborg 2850 → 1350 ) . Randsborg then activates his face - down " Level Change " to send " Masked Knight LV3 " to the Graveyard and Special Summon " Masked Knight LV5 " ( 2300 → 1150 / 1300 ) from his Graveyard in Attack Position . The first effect of " Black Garden " Special Summons a " Rose Token " ( 800 / 800 ) to Akiza ' s side of the field in Attack Position . Turn 5 : Randsborg Randsborg draws " Glory Shield " . On Randsborg ' s Standby Phase , the first effect of " Masked Knight LV5 " activates , allowing Randsborg to send " Masked Knight LV5 " to the Graveyard in order to Special Summon " Masked Knight LV7 " ( 2900 → 1450 / 1800 ) from his Deck in Attack Position . The first effect of " Black Garden " Special Summons a " Rose Token " ( 800 / 800 ) to Akiza ' s side of the field in Attack Position . Randsborg activates " Glory Shield " and equips it to " Masked Knight LV7 " . " Masked Knight LV7 " then attacks a " Rose Token " , but the " Rose Token " isn ' t destroyed as " Rose Tokens " can ' t be destroyed in battle ( Akiza 2200 → 1550 ) . Randsborg then activates the second effect of " Glory Shield " to destroy " Doppelganger " . He then activates the effect of " Masked Knight LV7 " to inflict 1500 damage to Akiza ( Akiza 1550 → 50 ) . Randsborg plans to activate " Martyr Flag " to double his monster ' s ATK during Akiza ' s Battle Phase when she attacks it or a " Rose Token " summoned via " Black Garden " with one of her monsters . Turn 6 : Akiza Akiza draws " Lord Poison " . She then activates the second effect of " Black Garden " to destroy itself ( " Masked Knight LV7 " : 1450 → 2900 / 1800 ) and all Plant - Type monsters on her field in order to Special Summon " Black Rose Dragon " ( 2400 / 1800 ) from her Graveyard in Attack Position ( as the combined ATK of the " Rose Tokens " was equal to less than the ATK of " Black Rose Dragon " ) . Akiza then activates the second effect of " Black Rose Dragon " to remove from play " Wall of Ivy " from her Graveyard and make the ATK of " Masked Knight LV7 " 0 until the End Phase ( " Masked Knight LV7 " : 2900 → 0 / 1800 ) . " Black Rose Dragon " attacks and destroys " Masked Knight LV7 " ( Randsborg 1350 → 0 ) . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .