Yu - Gi - Oh ! 5D ' s - Episode 024 " Duel of the Dragons , Part 2 " , known as " Victim Sanctuary : Become the Star Enveloping Destruction ! Stardust Dragon " in the Japanese version , is the twenty fourth episode of the " Yu - Gi - Oh ! 5D ' s " anime . It first aired in Japan on September 10 , 2008 and in the United States on February 21 , 2009 . Summary . Summoning the Dragons . Akiza and Yusei continue their Duel . Akiza smiles as she inflicts more damage to Yusei with " Rose Tentacles " . Yusei responds , saying that he was right , Akiza does enjoy inflicting pain . Slightly taken back , Akiza attacks him again . Yusei blocks with " Card Defense " . As he begins his Turn , Yusei brings back the topic of Akiza enjoying inflicting pain . She tells him to quit saying that , that he ' s speaking nonsense . Yusei slightly turns the tables with " Junk Warrior " on his turn . The crowd are pleased to see Yusei take the upper hand . But Luna is anxious . She notices that Yusei isn ' t just fighting , he ' s trying to do something for Akiza . Akiza brings out " Black Rose Dragon " on her turn . Yusei ' s Mark of the Dragon lights up on his arm . She begins to lay onslaught on " Junk Warrior " , but Yusei protects it and his LP with " Shield Warrior " and " Spirit Force " . People begin to flee as the blast from " Black Rose Dragon " tears through the stand behind Yusei . The audience begins to hurl more abuse at Akiza , calling her a witch and telling her to scram . Akiza says it ' s true , she is the Witch , a frightful woman , who inflicts pain enjoys doing so . She laughs and explains that she finds it fun inflicting pain to those who drove her into solitude with her powers . Yusei solemnly stares back at her . " She enjoys it " , he thinks , " but does she herself truly take pleasure in it ? " Yusei Summons " Junk Synchron " and uses it to revive " Speed Warrior " . Leo gets excited , seeing as this causes " Junk Warrior " to gain ATK . But Yusei tunes his " Junk " monsters to Synchro Summon " Stardust Dragon " . Yanagi wonders if this could be Yusei ' s Signer dragon . Leo is confused as to why Yusei didn ' t keep " Junk Warrior " who was stronger , but Luna assures him that Yusei is trying something . The rest of the audience stare in awe at the magnificent dragon . The Mark and Akiza ' s past . Akiza utters about the " wretched mark " . Thinking if she didn ' t have this power . . . Yusei exclaims that she never enjoyed her powers nor did she ever take pleasure in other ' s pain . Akiza concurs and explains that the birthmark is a wretched mark engraved into the monsters , who have transcended past people . This is why she hates herself , she tells him . Flashbacks of Akiza using her powers in the past are shown . But the more she invited destruction , the more they changed to impulses for destruction . She gave up being herself , she explains and lifts the Black Rose Witch mask in front of her face , saying she created another self . While wearing the mask , she is not herself , she continues . She is not indifferent to enjoying destruction or laughing at pain . That is when Sayer told her that she didn ' t need the mask . She is fine how she is . Those words saved her . She no longer needs to think , she only needs to live . Yusei interrupts , concernedly telling her that she needs to think on her own . Akiza shakes her head , saying she doesn ' t care , Sayer will think for her . Yusei shouts over , telling her not to run from it . Melancholically , Akiza says that she has to , she can ' t do anything . Yusei calls across that she can , the person who rejects that pleasure is inside her and as long as she feels that way she can still start over . There ' s still time for her to save herself . Upset , she quietly asks him to shut up . Yusei tries to help Akiza . Yusei feels he can reach out to her . He orders " Stardust Dragon " to attack " Black Rose Dragon " . He , Akiza , Luna and Jack ' s arms all begin to throb as their birthmarks react . A few petals are scattered as " Black Rose Dragon " is destroyed . " All I can do is feel " , Akiza thinks as she lifts her mask towards her face and puts it on . This stirs some reaction among the audience . Akiza really is a naughty girl , Sayer jokes . Akiza begins her turn and revives " Black Rose Dragon " with " Wicked Rebirth " . She activates its effect , " Black Rose Gale " to clear the field . The audience brace themselves . Seeing the danger they are in Yusei uses " Stardust Dragon ' s " effect , " Victim Sanctuary " , Tributing " Stardust Dragon " to negate " Black Rose Dragon ' s " effect and destroy it . Jack comments that Yusei is the same as ever . Akiza continues her turn . She Summons " Phoenixian Cluster Amaryllis " as uses it to take out " Speed Warrior " and drop Yusei to his last 400 LP . The effect of " Amaryllis " tears small chunks of concrete from the arena . One of which springs back at Akiza ' s face , knocking a chunk off her mask . Both dragons and " Amaryllis " are revived at the end of her turn . Yusei begins his turn and thinks up a plan for victory after discovering he has drawn " Cosmic Blast " . He switches " Stardust Dragon " to Defense Position and equips it with " Prevention Star " . On this note , Akiza uses " Synchro Back " , returning " Black Rose Dragon " to her Extra Deck , to be Special Summoned again next turn , allowing her to use its effect . Yusei ends his turn by setting 1 card . Akiza ' s resistance . Akiza begins her turn , reviving " Black Rose Dragon " . Her arm starts to throb as she does so . " Not so fun , is it ? " Yusei asks . Akiza tells him to shut up . " It hurts , doesn ' t it ? " , Yusei asks . Worried , Akiza wonders why it ' s beginning to throb and why she isn ' t finding this fun . Yusei announces that the time for her to change has come . Her pleasure for destruction , which has tormented her all this time . " Hasn ' t the pain changed into a pain that those who bear the birthmark all share ? " he asks . The mark is calling them , he suspects and for them to find the answer , they must think on their own . " Couldn ' t it be that the birthmark holds the answer ? " Akiza responds to his words , asking what does a witch like her need to think about . As long as Sayer shows her the way and loves her , she proceeds . Yusei won ' t have this . He interrupts , telling her that she needs to love herself . Akiza claims to be incapable of doing that . Annoyed , she yells that to Yusei and asks if he can see that she ' s suffering . Her hair clip falls out in her rage . Akiza ' s hair falls into its familiar bangs as she activates " Black Rose Dragon ' s " effect once more . Yusei uses " Stardust Dragon ' s " effect once again Tributing it to negate the effect and destroy " Black Rose Dragon " . Akiza notices the pain fade , but with " Phoenixian Cluster Amaryllis " now freed from " Prevention Star " , Akiza prepares to attack for victory . For trying to make her think , Akiza calls Yusei a wretched foe . Yusei asks her , " If that ' s true , then why are you crying ? " Yusei plays " Cosmic Blast " inflicting damage equal to " Stardust Dragon ' s " ATK to Akiza . With that , the remainder of Akiza ' s mask falls apart . Aftermath . Yusei is astonished to see Akiza ' s eyes flooded with tears . She cries to Yusei to help her and crying by herself . The audience starts roaring at Akiza , telling her she got what she deserved . Sayer comes to Akiza ' s aid . He puts his coat over her shoulders and escorts her out , telling her she has done well . The MC declares Yusei the winner and Yusei watches Akiza as she leaves ( in the dub , Akiza thanking Yusei for his help ) . Featured Duel : Akiza Izinski vs . Yusei Fudo . Turn 7 : Akiza Akiza draws " Ivy Shackles " and subsequently activates it . Now as long as this card is face - up , all monsters that Yusei controls will be treated as Plant - type monsters while it is Akiza ' s turn . Akiza enters her Battle Phase and " Rose Tentacles " gains one additional attack this turn . " Rose Tentacles " then attacks and destroys " Shield Warrior " . The second effect of " Rose Tentacles " activates ( Yusei 1500 → 1200 ) . " Rose Tentacles " then attacks directly , but Yusei activates his face - down " Card Defense " to negate the attack and draw one card by discarding " Equip Shot " . On Akiza ' s End Phase , the effect of " Ivy Shackles " deactivates . Turn 8 : Yusei Yusei draws " Junk Barrage " . He then Normal Summon s " Junk Synchron " ( 1300 / 500 ) in Attack Position . Yusei then activates the effect of " Junk Synchron " to " Special Summon " " Speed Warrior " from his Graveyard ( 900 / 400 ) in Defense Position . Yusei tunes " Speed Warrior " with " Junk Synchron " to Synchro Summon " Junk Warrior " ( 2300 / 1300 ) in Attack Position . He then equip s " Junk Warrior " with " Junk Barrage " . Now if " Junk Warrior " attacks and destroys a monster by battle and sends it to the Graveyard , Akiza will take damage equal to half the destroyed monster ' s ATK . " Junk Warrior " then attacks and destroys " Rose Tentacles " ( Akiza 4000 → 3900 ) . The effect of " Junk Barrage " then activates ( Akiza 3900 → 2800 ) . Turn 9 : Akiza Akiza draws " Copy Plant " . The effect of " Ivy Shackles " reactivates . Akiza then Normal Summons " Copy Plant " ( 0 / 0 ) in Attack Position . She then activates the effect of " Copy Plant " to target " Junk Warrior " and make the Level of " Copy Plant " become the same as the Level of " Junk Warrior " until the End Phase ( " Copy Plant " : Level 1 → 5 ) . Akiza then revives " Dark Verger " ( 0 / 1000 ) in Attack Position as she controls a Tuner Monster . Akiza tunes " Dark Verger " with " Copy Plant " to Synchro Summon " Black Rose Dragon " ( 2400 / 1800 ) in Attack Position . Akiza then activates the second effect of " Black Rose Dragon " to remove from play " Wall of Ivy " from her Graveyard and reduce the ATK of " Junk Warrior " to 0 ( " Junk Warrior " : 2300 → 0 / 1300 ) . " Black Rose Dragon " attacks " Junk Warrior " , but Yusei removes from play " Shield Warrior " from his Graveyard to prevent " Junk Warrior " from being destroyed by battle this turn . Yusei then activates his face - down " Spirit Force " to reduce the Battle Damage he would take to 0 and add " Junk Synchron " from his Graveyard to his hand . Akiza set s two cards ( " Wicked Rebirth " and " Overdoom Line " ) . On Akiza ' s End Phase , the effect of " Black Rose Dragon " expires ( " Junk Warrior " : 0 → 2300 / 1300 ) and the effect of " Ivy Shackles " deactivates . Turn 10 : Yusei Yusei draws " Prevention Star " . He then Normal Summons " Junk Synchron " ( 1300 / 500 ) in Attack Position . Yusei then activates the effect of " Junk Synchron " to revive " Speed Warrior " ( 900 / 400 ) in Defense Position . Yusei then tunes " Junk Warrior " with " Junk Synchron " in order to Synchro Summon " Stardust Dragon " ( 2500 / 2000 ) in Attack Position . " Stardust Dragon " attacks and destroys " Black Rose Dragon " ( Akiza 2800 → 2700 ) . Turn 11 : Akiza Akiza draws " Magic Planter " and subsequently activates it , sending " Ivy Shackles " to the Graveyard to draw two cards . Akiza then activates her face - down " Wicked Rebirth " to revive " Black Rose Dragon " ( 2400 / 1800 ) in Attack Position by paying 800 LP ( Akiza 2700 → 1900 ) . Akiza then activates the first effect of " Black Rose Dragon " to destroy all cards on the field , but Yusei Tributes " Stardust Dragon " to negate the effect of " Black Rose Dragon " and destroy it . Akiza Normal Summons " Phoenixian Seed " ( 800 / 0 ) in Attack Position . She then sends " Phoenixian Seed " to the Graveyard in order to Special Summon " Phoenixian Cluster Amaryllis " ( 2200 / 0 ) in Attack Position . " Phoenixian Cluster Amaryllis " attacks and destroys " Speed Warrior " . " Phoenixian Cluster Amaryllis " then destroys itself after damage calculation due to its first effect . The second effect of " Phoenixian Cluster Amaryllis " then activates , inflicting 800 damage to Yusei ( Yusei 1200 → 400 ) . Akiza sets a card . On Akiza ' s End Phase , " Stardust Dragon " is revived ( 2500 / 2000 ) in Attack Position due to its second effect and " Black Rose Dragon " is revived ( 2400 / 1800 ) in Attack Position due to the final effect of " Wicked Rebirth " . Akiza then activates her face - down " Overdoom Line " . Now all monsters Akiza controls that are Special Summoned from her Graveyard will gain 1000 ATK ( " Black Rose Dragon " : 2400 → 3400 / 1800 ) . Akiza then activates the third effect of " Phoenixian Cluster Amaryllis " to revive it ( 2200 → 3200 / 0 ) in Defense Position . Turn 12 : Yusei Yusei draws " Cosmic Blast " . His hand contains " Prevention Star " , " Give and Take " , " Urgent Tuning " and " Cosmic Blast " . Yusei switches " Stardust Dragon " to Defense Position . He then activates " Prevention Star " , equipping it to " Stardust Dragon " and selecting " Phoenixian Cluster Amaryllis " for its effect . Now as long as " Prevention Star " is around , " Phoenixian Cluster Amaryllis " is forbidden from attacking or changing its battle position . Akiza activates her face - down " Synchro Back " to return " Black Rose Dragon " to her Extra Deck and Special Summon it during her next Standby Phase . Yusei Sets a card ( " Cosmic Blast " ) . Turn 13 : Akiza Akiza draws . On Akiza ' s Standby Phase , the second effect of " Synchro Back " Special Summons " Black Rose Dragon " ( 2400 / 1800 ) in Attack Position . Akiza then activates the first effect of " Black Rose Dragon " to destroy all cards on the field , but Yusei Tributes " Stardust Dragon " to negate the effect and destroy " Black Rose Dragon " . Before Akiza can switch her " Phoenixian Cluster Amaryllis " to Attack Position and use it to attack directly , Yusei activates his face - down " Cosmic Blast " to inflict the ATK of " Stardust Dragon " as damage to Akiza ( Akiza 1900 → 0 ) . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .