Yu - Gi - Oh ! 5D ' s - Episode 041 " Clash of the Dragons , Part 2 " , known as " Hatred Caused by Sorrow ! Catch it , Stardust Dragon " in the Japanese version , is the forty - first episode of the " Yu - Gi - Oh ! 5D ' s " anime . It first aired in Japan on January 14 , 2009 and in the United States on August 18 , 2009 . Summary . Removing " Evil Thorn " from play , Akiza , declares that she is about to use the effect of " Black Rose Dragon " to switch " Shield Warrior " to Attack Mode and reduce its ATK to 0 . A transparent " Evil Thorn " rises from the ground and is chomped by " Black Rose Dragon " , as it uses its " Rose Restriction " effect . Four whip - like grab and suspend " Shield Warrior " by his arms and legs . Akiza orders " Black Rose Dragon " to attack the seemingly defenseless " Shield Warrior " . " Black Rose Dragon " attacks with " Hate Rose Whip " , sending another series of briers at " Shield Warrior " , but Yusei activates " Realize Defense " . The briers suspending " Shield Warrior " snap , as he changes back to Defense Mode and his ATK returns to normal . Due to " Thorn of Malice " , " Shield Warrior " survives being destroyed by battle , but Yusei still takes Piercing damage . A chunk from the shield of " Shield Warrior " is propelled back at Yusei , cutting him in the face and Yusei ' s Life Points fall to 2300 . Akiza explains that " Shield Warrior " has now lost 600 ATK and DEF , due to the effect of " Thorn of Malice " . Akiza ends her turn , planning to make Yusei suffer more . Akiza stares at her arm , returning to the thought that the Mark of the Dragon is a wretched mark after all . Without any faith in the Signers she states that not even Yusei could save her ; Sayer was the only in this world who accepted her and gave her a place , not Yusei or her father . With Sayer gone and her place taken from her , she once again vows to bring the same fate on everyone else . Yusei argues that she has had such a place all along , but Akiza refuses to accept this and claims that she sees the world as wretched without Sayer . Akiza rips the pin out of her hair and vows to destroy the world , causing her powers to amplify and leaving her fringe flowing . More wind kicks up and Yusei is cut in the face again by a piece of small debris . After the winds die down , Yusei begins his turn and draws " Release Restraint Wave " . He activates his face - down card , " Reinforce Truth " to Special Summon " Speed Warrior " from his Deck . Yusei then Summons " Junk Synchron " . Jack quickly tots up the Level s of Yusei ' s monsters , counting 8 and wonders if Yusei " will do it " . Yusei tunes his Level 3 " Shield Warrior " and his Level 2 " Speed Warrior " with his Level 3 " Junk Synchron " to Synchro Summon " Stardust Dragon " . Leo worries about " Stardust Dragon " given that it has less ATK than " Black Rose Dragon " , while Luna wonders if " Stardust Dragon " is saying that he ' ll protect them . Yusei ends his turn . Akiza mocks the idea of protecting friends , telling Yusei he can ' t save anyone . She begins her turn and draws , then she has " Black Rose Dragon " attack " Stardust Dragon " . " Stardust Dragon " and Yusei are hit by " Black Rose Dragon ' s " " Hate Rose Whips " , dropping Yusei ' s Life Points to 1800 . The effect of " Thorn of Malice " prevents " Stardust Dragon " being destroyed , but lowers its ATK and DEF to 1900 and 1400 . Akiza describes this as causing " Stardust Dragon " to suffer eternal pain . The whips of " Black Rose Dragon " make a swing for the spectators , but " Stardust Dragon " blocks them with his wing . Hideo tries telling Akiza to stop . She ignores him and ends her turn . Yusei begins his turn and activates " Half Shut " , halving the ATK of " Black Rose Dragon " to 1500 , but also preventing it from being destroyed in battle . Leo celebrates " Stardust " having more ATK than " Black Rose " and Jack once again wonders if Yusei is going to do it . " Stardust Dragon " attacks " Black Rose Dragon " with " Cosmic Flare " . " Black Rose Dragon " is protected from destruction , but Akiza ' s Life Points drop to 3600 . Yusei ends his turn , the ATK of " Black Rose Dragon " returning to 3000 during the End Phase . Akiza begins her turn and draws . " Black Rose Dragon " attacks " Stardust Dragon " , damaging both " Stardust Dragon " and Yusei again . " Stardust Dragon " , is covered in scars and reduced to 1300 ATK , while Yusei is left with 700 Life Points . Hideo admires what Yusei is doing , but is ashamed with how he treated Akiza himself . Akiza Set s a card and ends her turn . Yusei draws " Defense Draw " . He looks at " Release Restraint Wave " , which he drew earlier , and thinks if he could draw another specific card , he could use this . He Sets a card and he ends his turn . Akiza asks if he has run out of options and says he can neither help nor save others . To Akiza ' s surprise Yusei agrees , but despite that he can ' t turn a blind eye , while a friend continues to get hurt . ( In the dub , Akiza asks if Yusei will give up on her like everyone else , to which he replies that no matter how much she will push him back , he will never give up no matter what happens to him . ) Akiza still assumes the worst and begins her turn . " Black Rose Dragon " once again wreaks havoc on " Stardust Dragon " . As the whips make their way to Yusei , Akiza shouts out that Divine approved of her powers and provided her with a place where she would always return , no matter how tough things got . Hideo frowns and races out in front of Yusei . He tells Akiza to stop hurting people . As the whips make their way to Hideo , Yusei activates " Defense Draw " , protecting his Life Points and Hideo . Yusei draws a card , due to the effect of " Defense Draw " . Hideo asks Akiza for forgiveness , but she says that it is too late . Hideo admits to being afraid of her and her powers . Akiza bows her head , saying she knew and that is why he abandoned her , because she is a monster . Hideo says he had stopped thinking when he said that and it isn ' t true . He should have realized the obvious feelings , he says and that they love her . Akiza refuses to believe . Hideo had not expected her to , but considers it irrelevant , as it is he who needs to believe . He needs to believe that he loves her . Akiza tells him to shut up and points out that the ATK of " Stardust Dragon " has dropped by another 600 points . She activates " Wonder Clover " , discarding " Lord Poison " to allow " Black Rose Dragon " to attack a second time . She orders " Black Rose Dragon " to attack again , this time pummeling her father . Yusei activates " Iron Resolve " halving his Life Points to prevent him taking any Battle Damage . However " Stardust Dragon " still takes a hit and his ATK drops to 100 . Akiza activates " Doom Petal Countdown " , removing an " Evil Thorn " in her Graveyard from play to inflict 300 damage to Yusei . The plant explodes into razor sharp purple petals which fly in Yusei ' s direction . Yusei ' s Life Points drop to 100 , while Hideo takes the hits from the petals . All Akiza needs to do now is remove another Plant from play on her next turn to defeat Yusei . Even with Akiza ' s turn over , the petals continue to slice away at Hideo . Yusei wonders if Akiza can ' t control her powers . Hideo tries making his way to Akiza , asking her to come back . Akiza orders him to stay back and Yusei advises Hideo to do the same as it is too dangerous . Regardless Hideo continues to make his way , saying no matter how much it hurts him , he won ' t turn a blind eye to Akiza . Akiza refuses to let herself believe it , but Yusei points out how the evidence is right in front of her ; her father has eyes and ears that will gaze upon and answer her sorrow . Are these things , which are being offered by her mother and father , not the place she belongs ? Akiza is astonished , but tries again not to believe . Yusei refuses to allow this and vows to then shatter her shell of misguided hatred into pieces . Yusei begins his turn and draws the card he was hoping for earlier , " Silver Wing " . He equip s it to " Stardust Dragon " and then activates " Release Restraint Wave " . With it , by destroying " Silver Wing " , he destroys all Spell and Trap Cards Akiza control s . " Thorn of Malice " disappears from " Black Rose Dragon " , causing both its own ATK and that of " Stardust " to revert to normal . " Stardust Dragon " attacks and apparently destroys " Black Rose Dragon " , while dropping Akiza ' s Life Points to 3500 . However , Akiza discards " Hedge Guard " to prevent the destruction of " Black Rose Dragon " , but at the cost of halving its ATK . Hideo calls out to Akiza . Akiza no longer wants to hurt him , but she is unable to call off her powers . A cabinet is hurled towards Hideo . Akiza manages to grasp control of her powers in time to save him . The cabinet drops to the ground and the petals left from " Doom Petal Countdown " disappear . She is surprised that she has for the first time been able to control her powers . Hideo falls to his hands and knees and Akiza rushes over to him . She stands up proud and tells Yusei to end this battle . Due to the circumstances , Yusei is able to activate " Synchro Ring " . This doubles the ATK of " Stardust Dragon " and allows it to attack once more . " Stardust Dragon " launches one final attack on " Black Rose Dragon " , destroying it . Akiza hugs Hideo as her Life Points fall to zero . Hideo apologizes for what he ' s done and Akiza asks if things can be okay , considering how much she has hurt him . Yusei approaches them and reminds Akiza that her father now accepts her , so this can be her new place , but he invites her to think for herself before making the decision . Akiza ' s eyes water , as she clasps her fathers hand and says her place is right here . The twins begin to celebrate and rush over . Leo says he knew the birthmark was a bond of friendship . Yusei says that all of them were drawn by the birthmark to become friends , so it is not a wretched mark . Despite this , Akiza says she has lost a friend whom she had trusted . Remembering Kalin , Yusei remarks that he has too . Their thoughts didn ' t meet eye to eye , and this caused them to drift apart . Although he can ' t see where those paths will take them , he will gear up for the worst , because they had once called themselves friends . ( In the dub , Akiza then says she ' ll try to be friends . ) Featured Duel : Akiza Izinski vs . Yusei Fudo . Turn 3 : Akiza Akiza activates the second effect of " Black Rose Dragon " to switch " Shield Warrior " to Attack Position and reduce its ATK to 0 ( " Shield Warrior " : 800 → 0 / 1600 ) by removing from play an " Evil Thorn " in her Graveyard . " Black Rose Dragon " attacks " Shield Warrior " , but Yusei activates his face - down " Realize Defense " to switch " Shield Warrior " to Defense Position . Due to " Thorn of Malice " , " Shield Warrior " is not destroyed , but " Black Rose Dragon " inflicts piercing damage to Yusei ( Yusei 3700 → 2300 ) . The third effect of " Thorn of Malice " activates ( " Shield Warrior " : 0 / 1600 → 1000 ) . On Akiza ' s End Phase , the second effect of " Black Rose Dragon " expires ( " Shield Warrior " : 0 → 800 / 1000 ) . Turn 4 : Yusei Yusei draws " Release Restraint Wave " . He then activates his face - down " Reinforce Truth " to Special Summon " Speed Warrior " ( 900 / 400 ) from his Deck in Attack Position , but forbidding himself from conducting his Battle Phase this turn . He then Normal Summon s " Junk Synchron " ( 1300 / 500 ) in Attack Position . Yusei then tunes " Speed Warrior " and " Shield Warrior " with " Junk Synchron " in order to Synchro Summon " Stardust Dragon " ( 2500 / 2000 ) in Attack Position . Turn 5 : Akiza Akiza draws . " Black Rose Dragon " attacks " Stardust Dragon " , but the latter isn ' t destroyed by battle due to the effect of " Thorn of Malice " . ( Yusei 2300 → 1800 ) . The third effect of " Thorn of Malice " activates ( " Stardust Dragon " : 2500 → 1900 / 2000 → 1400 ) . Turn 6 : Yusei Yusei draws . He then activates " Half Shut " to halve the ATK of " Black Rose Dragon " ( " Black Rose Dragon " : 3000 → 1500 / 1800 ) and prevent it from being destroyed by battle . " Stardust Dragon " attacks " Black Rose Dragon " , but the latter isn ' t destroyed ( Akiza 4000 → 3600 ) . Yusei Set s two cards . On Yusei ' s End Phase , the effect of " Half Shut " expires ( " Black Rose Dragon " : 1500 → 3000 / 1800 ) . Turn 7 : Akiza Akiza draws . " Black Rose Dragon " attacks " Stardust Dragon " , but the latter isn ' t destroyed by battle due to the effect of " Thorn of Malice " . ( Yusei 1800 → 700 ) . The third effect of " Thorn of Malice " activates ( " Stardust Dragon " : 1900 → 1300 / 1400 → 800 ) . Akiza sets a card . Turn 8 : Yusei Yusei draws " Defense Draw " and subsequently sets it . Turn 9 : Akiza Akiza draws . " Black Rose Dragon " attacks " Stardust Dragon " , but Yusei activates his face - down " Defense Draw " to reduce the Battle Damage he takes to 0 and draw one card . " Stardust Dragon " isn ' t destroyed by battle due to the effect of " Thorn of Malice " . The third effect of " Thorn of Malice " activates ( " Stardust Dragon " : 1300 → 700 / 800 → 200 ) . Akiza activates " Wonder Clover " to send " Lord Poison " from her hand to the Graveyard and allow " Black Rose Dragon " to attack again . " Black Rose Dragon " attacks " Stardust Dragon " , but Yusei activates his face - down " Iron Resolve " to pay half his Life Points ( Yusei 700 → 350 ) and reduce the Battle Damage he takes to 0 . " Stardust Dragon " isn ' t destroyed by battle due to the effect of " Thorn of Malice " . The third effect of " Thorn of Malice " activates ( " Stardust Dragon " : 700 → 100 / 200 → 0 ) . Akiza activates her face - down " Doom Petal Countdown " . Now during each of Akiza ' s End Phases , she can remove from play a Plant - type monster in her Graveyard to inflict 300 damage to Yusei . If there are no Plant - type monsters in Akiza ' s Graveyard , " Doom Petal Countdown " will be destroyed , but Yusei will then take 300 damage for every Plant - type monster that was removed from play via " Doom Petal Countdown " . On Akiza ' s End Phase , she activates the first effect of " Doom Petal Countdown " by removing from play an " Evil Thorn " from her Graveyard ( Yusei 350 → 50 ) . Akiza intends activates the first effect of " Doom Petal Countdown " during her next turn to win the Duel . Turn 10 : Yusei Yusei draws " Silver Wing " and subsequently equips it to " Stardust Dragon " . He then activates " Release Restraint Wave " to destroy " Silver Wing " and all Spell and Trap Cards that Akiza controls ( " Black Rose Dragon " : 3000 → 2400 / 1800 ) . Since " Thorn of Malice " is no longer on the field , the ATK and DEF of " Stardust Dragon " return to their original values ( " Stardust Dragon " : 100 → 2500 / 0 → 2000 ) . " Stardust Dragon " attacks " Black Rose Dragon " . Damage is calculated ( Akiza 3600 → 3500 ) , but Akiza sends " Hedge Guard " from her hand to the Graveyard to prevent " Black Rose Dragon " from being destroyed . After that resolves , the ATK of " Black Rose Dragon " is halved until the End Phase ( " Black Rose Dragon " : 2400 → 1200 / 1800 ) . Yusei then activates his face - down " Synchro Ring " to double the ATK of " Stardust Dragon " and allow it to attack again ( " Stardust Dragon " : 2500 → 5000 / 2000 ) . " Stardust Dragon " then attacks and destroys " Black Rose Dragon " ( Akiza 3500 → 0 ) . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .