Yu - Gi - Oh ! GX - Episode 148 " Conquering the Past , Part 3 " , known as " The Ultimate Dragon Showdown ! Cyber End VS Rainbow Dark " in the Japanese version , is the one hundred and forty - eighth episode of the " Yu - Gi - Oh ! GX " anime . It first aired in Japan on August 15 , 2007 and in the US on June 14 , 2008 . Summary . Zane Truesdale ' s Duel with the Yubel - possessed Jesse Anderson continues , with Jesse saving the rest of his Life Points with " Rainbow Path " . Jesse then summons the " Rainbow Dark Dragon " since all 7 of his Advanced Crystal Beasts are either on the field or in his Graveyard . Rainbow Dark Dragons brings Zane down to a measly 200 Life Points . Zane and Jesse keep bringing various counters to each other ' s moves . Zane comments that he spent his life dueling across the world , and realised that even though he achieved victory , he had completely forgotten the importance of having fun . He intends to make this final Duel the best one he ever had , regardless of the result . Eventually , he decides that that he ' ll win to free Jesse from Yubel ' s control , planning to drag Yubel with him when he dies . However , Jesse has one last counter up his sleeve , and though Zane Summons " Cyber End Dragon " with 16 , 000 attack points , he loses due to the effect of " Power Bond " . As his Life Points reach zero , his heart stops . Yubel comments that it didn ' t expect to use so much power in that one Duel , but tells Jaden that they will Duel when the time comes , retreating for now . As Zane fades away , he tells Jaden that he ' s no longer a kid ( In the English version , tells his brother that he will always be proud of him ) . Featured Duel : Zane Truesdale vs . Jesse Anderson . " Duel continues from the previous episode " . Turn 4 : Zane The second " Cyber Dragon " has just attacked directly . Jesse activates his face - down " Rainbow Path " to send " Advanced Crystal Beast Ruby Carbuncle " from his Spell & Trap Card Zone to the Graveyard and negate the attack as well as add " Rainbow Dark Dragon " from his Deck to his hand . Turn 5 : Jesse Jesse draws . Since there are 7 differently named " Advanced Crystal Beast " monsters on Jesse ' s field and / or Graveyard he Special Summon s " Rainbow Dark Dragon " ( 4000 / 0 ) in Attack Position . " Rainbow Dark Dragon " attacks " Cyber Barrier Dragon " . Zane attempts to activate the effect of " Cyber Barrier Dragon " to negate the effect , but due to the last effect of " Advanced Dark " , the effects of " Cyber Barrier Dragon " are negated due to " Rainbow Dark Dragon " attacking it . " Rainbow Dark Dragon " then destroys " Cyber Barrier Dragon " ( Zane 3400 → 200 ) . Jesse Set s a card . Turn 6 : Zane Zane draws " Photon Generator Unit " and subsequently activates it to Tribute two " Cyber Dragon s " and Special Summon " Cyber Laser Dragon " ( 2400 / 1800 ) in Attack Position . Zane then activates the effect of " Cyber Laser Dragon " effect to destroy " Rainbow Dark Dragon " ( as its ATK is higher than the ATK of " Cyber Laser Dragon " ) , but Jesse activates the last effect of " Rainbow Dark Dragon " to send " Advanced Crystal Beast Amethyst Cat " from his Spell & Trap Card Zone to the Graveyard and prevent its destruction . Zane Sets a card . Turn 7 : Jesse Jesse draws . " Rainbow Dark Dragon " attacks " Cyber Laser Dragon " , but Zane activates his face - down " Cybernetic Hidden Technology " and activates the latter ' s effect to Tribute " Cyber Laser Dragon " , destroy " Rainbow Dark Dragon " , and end the Battle Phase . Jesse then activates the last effect of " Rainbow Dark Dragon " to send " Advanced Crystal Beast Sapphire Pegasus " from his Spell & Trap Card Zone to the Graveyard and prevent its destruction . Jesse then Sets a card . Turn 8 : Zane Zane draws " Cyber Valley " and subsequently Normal Summon s it ( 0 / 0 ) in Attack Position . Zane then activates the second effect of " Cyber Valley " to remove it and " Cybernetic Hidden Technology " from play and draw two cards ( " Overload Fusion " and " Dimension Explosion " ) . Zane then activates " Overload Fusion " to remove from play his three " Cyber Dragons " , his " Cyber Laser Dragon " , and his " Cyber Barrier Dragon " from his Graveyard in order to Fusion Summon " Chimeratech Fortress Dragon " ( 0 / 0 ) in Attack Position . Due to the third effect of " Chimeratech Fortress Dragon " , it gains one attack for each Fusion Material Monster used for its Fusion Summon and Zane used five monsters for " Chimeratech Fortress Dragon ' s " Fusion Summon . " Chimeratech Fortress Dragon " attacks " Rainbow Dark Dragon " four times . Due to the second effect of " Chimeratech Fortress Dragon " , damage calculation is not applied during any of the attacks . The fourth effect of " Chimeratech Fortress Dragon " then activates four times , inflicting 1600 damage to Jesse ( 400 for each attack " Chimeratech Fortress Dragon " made ) ( Jesse 1900 → 1500 → 1100 → 700 → 300 ) . Jesse then activates his face - down " Rainbow Life " to discard " Amber Crystal Circle " , negate all effect damage he took this turn prior to this card ' s activation , and gain Life Points equal to the negated amount ( Jesse 300 → 1900 → 3500 ) . " Chimeratech Fortress Dragon " attacks " Rainbow Dark Dragon " again , but damage calculation is once again not applied . The last effect of " Chimeratech Fortress Dragon " then activates ( Jesse 3500 → 3100 ) . Zane Sets a card . Turn 9 : Jesse Jesse draws . " Rainbow Dark Dragon " attacks " Chimeratech Fortress Dragon " , but Zane activates his face - down " Dimension Explosion " to return " Chimeratech Fortress Dragon " to his Fusion Deck and Special Summon " Cyber Valley " ( 0 / 0 ) and three " Cyber Dragons " ( 2100 / 1600 for each ) from his Removed from Play Zone in Attack Position . Zane then activates the first effect of " Cyber Valley " to remove the latter from play , draw one card ( " Cybernetic Zone " ) , and end Jesse ' s Battle Phase . Turn 10 : Zane Zane draws " Power Bond " , and subsequently activates it to fuse his three " Cyber Dragons " together and Fusion Summon " Cyber End Dragon " ( 4000 / 2800 ) in Attack Position . Due to the second effect of " Power Bond " , the ATK of " Cyber End Dragon " is doubled ( " Cyber End Dragon " : 4000 → 8000 / 2800 ) , but Zane will take damage equal to the original ATK of " Cyber End Dragon " during his End Phase . " Cyber End Dragon " attacks " Rainbow Dark Dragon " , but Jesse activates his face - down " Counter Gem " to send the latter to the Graveyard , take " Advanced Crystal Beast Ruby Carbuncle " , " Advanced Crystal Beast Amethyst Cat " , " Advanced Crystal Beast Emerald Tortoise " , " Advanced Crystal Beast Sapphire Pegasus " , and " Advanced Crystal Beast Topaz Tiger " from his Graveyard and place them in his Spell & Trap Card Zone as Continuous Spell Cards . Jesse then activates the last effect of " Rainbow Dark Dragon " to send all " Advanced Crystal Beast " monsters from his Spell & Trap Card Zone to the Graveyard and increase the ATK of " Rainbow Dark Dragon " by 1000 for each monster sent to the Graveyard this way ( " Rainbow Dark Dragon " : 4000 → 9000 / 0 ) . Zane activates " Cybernetic Zone " to remove " Cyber End Dragon " from play . On Zane ' s End Phase , the second effect of " Cybernetic Zone " returns " Cyber End Dragon " in Attack Position with its ATK doubled ( 8000 → 16000 / 2800 ) . The final effect of " Power Bond " activates ( Zane 200 → 0 ) . Mistakes . In the US version , when Zane ' s life points drop to 200 , the meter goes down , then back up , then down again . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .