Yu - Gi - Oh ! 5D ' s - Episode 046 " Mark of the Spider , Part 2 " , known in Japan as " The Truth from Seventeen Years Ago , The Hidden Trap of the Dark Signers " is the forty - sixth episode of the " Yu - Gi - Oh ! 5D ' s " anime . It first aired in Japan on February 18 , 2009 and in the United States on August 15 , 2009 . Summary . Lowering the gain of counters . Trudge and Martha dash through the streets in search of Taka , John , and Mitch . Taka , alone in a building , worries about being separated from the other two , while John and Mitch fear for their lives as they bear witness to Yusei ’ s Shadow Duel with Roman . With Roman ' s Trap " Altar of the Bound Deity " signaling the advent of his Earthbound Immortal , Yusei makes note that he must end the Duel before it gains its 4 counters and the Immortal is Summoned . Roman begins his turn and 1 of the fires lights up on " Altar of the Bound God " as it gains its first Earthbound Immortal Counter . Roman Summons " Grand Spider " in Defense Mode . Yusei becomes anxious as the number of Defense Mode monsters dictates the amount of counters the Altar gains . Roman Set s 1 card in the Spell & Trap Card Zone and ends his turn . Yusei begins his turn and analyzes the situation ; he needs to lessen the amount of Roman ’ s Defense Mode monsters , but if he does that by destroying them in battle , " Spider Web " will switch his monster to Defense Mode . Yusei uses the effect of " Road Fighter " to Special Summon " Speed Warrior " from his Deck . Using the effect of " Grand Spider " , Roman switches " Speed Warrior " to Defense Mode . With 3 monsters in Defense Position , Akiza worries that Roman will be able to Summon his Earthbound Immortal next turn . Yusei activates " Advance Draw " , Releasing " Road Fighter " and drawing " Iron Resolve " and " Turret Warrior " . Roman sees this as a desperate move to lessen the amount of Defense Mode monsters . Yusei then Releases " Speed Warrior " to Special Summon " Turret Warrior " , whose ATK rises to 2100 . Using its " Revolving Shot " attack , Yusei has " Turret Warrior " attack " Grand Spider " . " Spider Web " switches " Turret Warrior " to Defense Mode . Yusei Set s 1 card in his Spell & Trap Card Zone and ends his turn , having reduced the number of Defense monsters to 1 . Trudge and Martha arrive at the flaming geoglyph and enter a building to get a better view . Inside they see that Yusei dueling Roman and then spot John and Mitch inside the geoglyph . Akiza calls up to Martha and Trudge to warn them that the boys will be sacrificed if the Earthbound Immortal gets Summoned . Martha starts to panic and yells at Yusei to stop playing around and save the children . The Earthbound Immortal . Roman begins his turn and the second flame lights up on the Altar . He compliments Yusei on stopping him getting all 4 counters this turn , but activates " Offerings to the Bound Deity " , which places the final 2 counters on the Altar at the cost of half his Life Points . Roman ’ s Life Points drop to 1700 . The Shrine implodes and blasts a purple beam into the sky . Inside the beam the Earthbound Immortal heart appears and begins to beat as it sucks up the black fog . Roman explains that the black fog contains the souls of the Satellite residents , which he is now using to Summon his Immortal . Yusei starts to sweat and looks over to John and Mitch , who begin to transfigure into purple light . As everyone starts to worry that it ’ s too late for the boys , Jack appears on the scene on his Duel Runner . He ramps through the flames and makes his way over to the boys . He exits his Runner and puts his arms over the boys . His birthmark emits a bubble which protects the boys . Roman calls forth his Earthbound Immortal , " Uru " . A large black and glowing red spider rises up from a sea of purple flames . Uru stands behind Roman and higher than all nearby buildings . Leo , Luna , Mina and Blister appear on a nearby rooftop to witness the Duel . Jack tells Yusei to hurry up and crush the Dark Signer . ( In the dub , while explaining Earthbound Immortal Uru ' s effect , there is a blank card that has a silhouette of " Gladiator Beast Samnite " on it . ) Roman laughs at their naivety with regards to facing an Earthbound Immortal . The Earthbound Immortal stands above all else , he says , just like the ultimate energy Ener - D . He fins it amusing to be facing none other than Dr . Fudo ’ s son . Yusei questions Roman about how he knows his father and learns that Roman , along with his brother Rex Goodwin were his assistants at R . R . D . . Roman tells Yusei that it was Dr . Fudo who ordered the development on the Ener - D Reactor be stopped , due to the dangers associated with its negative rotations . Their sponsors and New Domino wouldn ’ t allow that and placed Roman in charge of the project . After that , the Zero Reverse happened . Yusei asks Roman if he intentionally set off that explosion . Roman laughs and replies " who knows " . Yusei loses his patience and demands Roman to answer why he did it and what went on between Roman , Goodwin and his father . Roman says Yusei doesn ’ t have enough time to hear the answer and orders " Earthbound Immortal Uru " to attack Yusei directly . Sacrifice . " Uru " attacks Yusei , using its " Hell Thread " attack , which Roman believes will finish Yusei off . However Yusei activates his Trap , " Iron Resolve " , paying half his Life Points to reduce the damage from the attack to 0 and end the Battle Phase . Roman Sets 1 card in is Spell & Trap Card Zone and ends his turn . The building Martha and Trudge are in begins to shake . Trudge grabs Martha before she falls over and hears Taka cry out overhead . The two of them make their way up to the roof , where they find Taka . The rooftop slopes down , with Taka on the lower end and Trudge and Martha at the higher part . Martha begins to climb down and makes her way to the boy . Taka apologizes , but Martha says its okay , as he must be brave in order to join Security . Trudge reaches out his hand and helps Taka into the doorway , but Martha slips and slides to the other end of the roof . She tries to climb back up , but slides down again . She shakes her head and smiles realizing that she can ’ t escape . Trudge tells her not to give up , but Martha calls back , telling him to take care of Takuya , he is his hero after all . Trudge admits that he ’ s no hero as he would often insult people from Satellite . Yusei and Jack call up to Martha . She shouts down to them that have been such good boys and she ’ s sure that they will build the bridge between the city and Satellite . She then slides down and falls off the edge of the building . Before hitting the ground , her body transfigures into a blob of light , which is sucked into the Earthbound Immortal . Trudge and Taka begin to slip down the roof , prompting everyone to tell Yusei to hurry up and win the Duel . Roman laughs that this in incredibly delightful . Enraged , Yusei says he can never forgive Roman and begins his turn . Yusei Summons " Junk Synchron " and uses its effect to revive " Turbo Booster " . Tuning " Junk Synchron " and " Turret Warrior " , he Synchro Summon s " Stardust Dragon " . Roman teases the lower ATK of " Stardust Dragon " , but with the wishes of his friends and Martha hanging in this Duel , Yusei swears he ’ ll defeat Roman . Since the effect of " Uru " disallows it being selected as an attack target , Yusei can attack Roman directly . With its " Shooting Sonic " attack , " Stardust Dragon " attacks Roman . Roman activates " Spider Egg " , negating the attack and Special Summoning 3 " Spider Tokens " . Yusei Sets a card in his Spell & Trap Card Zone and ends his turn . On the rooftop , Trudge manages to make it back to the doorway with Taka and reports to Yusei . Yusei nods and turns to Roman , saying all that ’ s left now is to defeat him . Substitution . Roman laughs and changes into a purple glow , as he replaces himself with Rally . Rally stands motionless , bearing the spider dark mark and holding Roman ’ s Duel Disk . Yusei starts to run over to Rally , but is stopped as he hears Roman laughing . He looks up and sees Roman standing on top of the web from " Spider Web " . Roman remarks how it is ironic that another friend Yusei must save was here . Yusei damns Roman for controlling Rally . However , Roman says that Rally ’ s will is free and he may fight if he wants to fight and lose if he wants to lose , but surrendering is not an option . Rally ’ s free will is returned and he informs Yusei that the loser of the Duel will disappear . He says that Nervin , Tank and Blitz are all gone and it ’ s the Dark Signers ' fault . Rally draws as he begins his turn , dueling in Roman ’ s place . Yusei tries to stop him , but Roman laughs and tells Rally to fight , so he can survive . Using " Uru ’ s " effect , Rally Releases 1 " Spider Token " to take control of " Turbo Booster " . He then Summons " Turbo Rocket " . Yusei catches on to what Rally is doing and tells Rally to stop and attack him . Rally says he can ’ t attack him , as Yusei is the hope of Satellite . Tuning " Turbo Booster " and " Turbo Rocket " , Rally Synchro Summons " Turbo Booster Cannon " . He explains that the effect of " Turbo Cannon " destroys 1 monster and causes the controller to take damage equal to its ATK . He announces that he ’ s using its effect to destroy " Earthbound Immortal Uru " " Turbo Cannon " rises up and hovers across from " Uru " . Using its " Final Shot " effect , " Turbo Cannon " blasts the Immortal , causing it to explode . Rally ’ s Life Points drop to 0 and he ’ s thrown back . Yusei races over and catches Rally . Rally tells Yusei to protect Satellite , before turning into black fog and crumbling away . Confrontation . Yusei screams out Rally ’ s name , as the webs and geoglyph disappear . Leo , Luna , Jack , and Trudge dash over to him and the five Dark Signers appear overhead . Roman says that it was quite an interesting show , but this is where the battle between the Signers and Dark Signers comes to breaking point . Demak says that the battles will be decided by the stars of fate , Kalin feels the Yusei hasn ’ t conquered his fear of Earthbound Immortals and laughs manically that there ’ s still plenty of fear for him . Yusei stands up and admits that he is afraid ; afraid of his rage over how much he wants to beat them . Featured Duel : Yusei Fudo vs . Roman Goodwin / Rally Dawson . Turn 3 : Yusei Roman has just activated " Altar of the Bound Deity " in response to " Underground Arachnid " being destroyed . Turn 4 : Roman Roman draws " Grand Spider " . During Roman ' s Standby Phase , " Altar of the Bound Deity " gains an Earthbound Immortal Counter . Roman Normal Summons " Grand Spider " ( 0 / 1500 ) in Defense Position and sets a card . Turn 5 : Yusei Yusei draws . He then activates the effect of " Road Fighter " to Special Summon " Speed Warrior " ( 900 / 400 ) in Attack Position . Roman activates the effect of " Grand Spider " to switch " Speed Warrior " to Defense Position . Roman intends to get three more Earthbound Immortal Counters on " Altar of the Bound Deity " during his next Standby Phase . Yusei activates " Advance Draw " to Tribute " Road Fighter " and draw two cards ( " Iron Resolve " and " Turret Warrior " ) . Yusei Tributes " Speed Warrior " in order to Special Summon " Turret Warrior " ( 1200 / 2000 ) in Attack Position . Due to the effect of " Turret Warrior " , it gains ATK equal to the ATK of " Speed Warrior " ( " Turret Warrior " : 1200 → 2100 / 2000 ) . " Turret Warrior " attacks and destroys " Grand Spider " . At the end of the Damage Step , the effect of " Spider Web " activates , switching " Turret Warrior " to Defense Position . Yusei sets a card . Turn 6 : Roman Roman draws . During Roman ' s Standby Phase , " Altar of the Bound Deity " gains an Earthbound Immortal Counter . Roman activates his face - down " Offerings to the Bound Deity " to pay half his Life Points and place two more Earthbound Immortal Counters on " Altar of the Bound Deity " ( Roman 3400 → 1700 ) . Roman then sends " Altar of the Bound Deity " to the Graveyard in order to Special Summon " Earthbound Immortal Uru " ( 3000 / 3000 ) from his Deck in Attack Position . " Earthbound Immortal Uru " attacks directly via its own effect , but Yusei activates his face - down " Iron Resolve " to pay half his Life Points and reduce the Battle Damage he takes to 0 ( Yusei 1600 → 800 ) . Roman Sets a card . Yusei ' s hand contains " Spirit Force " . Turn 7 : Yusei Yusei draws " Junk Synchron " and subsequently Normal Summons it ( 1300 / 500 ) in Attack Position . Yusei then activates the effect of " Junk Synchron " to Special Summon " Turbo Booster " ( 0 / 0 ) from his Graveyard in Defense Position . He then tunes " Turret Warrior " with " Junk Synchron " in order to Synchro Summon " Stardust Dragon " ( 2500 / 2000 ) in Attack Position . " Stardust Dragon " attacks directly ( as " Earthbound Immortal Uru " is the only monster on Roman ' s side of the field and it cannot be selected as an attack target ) , but Roman activates his face - down " Spider Egg " to negate the attack and Special Summon three " Spider Tokens " ( 0 / 0 for all three ) in Defense Position . Yusei sets a card . At this point , Roman forces Rally to take his place in the Duel . Turn 8 : Rally Rally draws " Turbo Rocket " . He then activates the effect of " Earthbound Immortal Uru " to Tribute one " Spider Token " and take control of " Turbo Booster " until the End Phase . Rally then Normal Summons " Turbo Rocket " ( 0 / 0 ) in Attack Position . Rally then tunes " Turbo Booster " with " Turbo Rocket " in order to Synchro Summon " Turbo Booster Cannon " ( 0 / 0 ) in Attack Position . Rally ' s hand contains " Reload " . Rally activates the effect of " Turbo Booster Cannon " to destroy " Earthbound Immortal Uru " and inflict damage to its controller equal to its ATK ( Rally 1700 → 0 ) . Mistakes . All Versions Mistakes . These following mistakes are present in both the Original and the Dub : Featured cards . The following cards appeared in this episode . Cards in italics debuted here .