Yu - Gi - Oh ! - Episode 054 " Obelisk the Tormentor " , known as " This City Will Become Battle City ! " in the Japanese version , is the fifty - fourth episode of the " Yu - Gi - Oh ! " anime . It first aired in Japan on May 8 , 2001 , and in the United States on November 30 , 2002 . Summary . That evening , Yami Yugi and Téa visit the Domino Museum , where they find a stone tablet depicting between a battle between a Pharaoh and a high - ranking Priest . One looks like Yugi while the other looks like Kaiba . They are then greeted by Ishizu Ishtar , holder of the Millennium Necklace . She introduces herself as one of the tribe which , along 3 , 000 years , have been protecting the Pharaoh ' s memories . She explains about the power of her Millennium Necklace and that she can see the beginning of a new battle . She tells Yami that , he came to the Museum of his own will and , in doing so , chose the Fate of fighting . If he wants to get his memories back , there ' s no other choice but to gather the 7 Millennium Items . Yami , suspicious , questions on which side she is on . Ishizu calmly replies that she isn ' t Yami ' s foe , but that she can see a man wielding a new Item who will show up soon enough in front of Yami . She adds that Yami ' s battle is for the sake of gaining his memories back and that his Fate will be set in motion soon enough . The rest is for Yami to confirm with his own eyes . Meanwhile , Seto is at the KaibaCorp headquarters testing out his new Duel Disk s . He faces a Duel Computer that is using the same Deck he used at Duelist Kingdom . Although the machine manages to Summon all three copies of " Blue - Eyes White Dragon " and fuse them to form " Blue - Eyes Ultimate Dragon " , Seto Tribute s three of his monsters to Summon his Egyptian God Card , " Obelisk the Tormentor " , then Tribute his other two monsters to use its effect , destroying all of the Duel Machine ' s monsters and wiping out the rest of its Life Points ( and overloading the system as well ) . On the streets , Yami and Téa encounter Mai Valentine , who has shown up for the announcement for the upcoming tournament . They spot old rivals including Rex Raptor , Weevil Underwood and Mako Tsunami , as well as new Duelists such as Espa Roba , a boy claiming to have psychic powers . Just then , Seto appears on every television screen in the city , announcing his new Battle City tournament , which will start in one week . Duelists must have the new Duel Disk s to enter it . In each Duel , the winner will receive the loser ' s Rarest Card . Meanwhile , the holder of the Millennium Rod becomes aware of the tournament and sends his Rare Hunter s out to Duel and win Rare Cards for him . Featured Duel : Seto Kaiba vs . Duel Machine . Turn 1 : Duel Machine Duel Machine draws . It then Set s a monster . Turn 2 : Kaiba Kaiba draws " Battle Ox " . He then Set s a card and Normal Summon s " Battle Ox " ( 1700 / 1000 ) in Attack Position . " Battle Ox " attack s and destroys Duel Machine ' s Set monster , " Cyber Jar " ( 900 / 900 ) . The Flip Effect of " Cyber Jar " then activates , destroy ing every monster on the field . and forcing both Duelists to pick up five cards from the top of their Decks and Special Summon or Set any Level 4 or below monster they find onto the field . The remaining picked up cards are added to the players ' hands . The Duel Machine Set s two monster s while Kaiba Set s a monster and Special Summon s " Maha Vailo " ( 1550 / 1400 ) , " Dark Zebra " ( 1800 / 400 ) , " Boar Soldier " ( 2000 / 500 ) , and " Hitotsu - Me Giant " ( 1200 / 1000 ) in Attack Position . Turn 3 : Duel Machine Duel Machine draws . It then Tribute s both of its Set monster s , " Aqua Madoor " ( 1200 / 2000 ) and " Wall of Illusion " ( 1000 / 1850 ) in order to Tribute Summon " Blue - Eyes White Dragon " ( 3000 / 2500 ) in Attack Position . ( NOTE : The Duel Machine could have attacked , but because it was wary of Seto ' s Set Spell / Trap Card , it chose to not attack . ) On the End Phase , the Duel Machine discards two cards from its hand as its hand surpasses the hand size limit . Turn 4 : Kaiba Kaiba draws . He then Tributes " Hitotsu - Me Giant " in order to Tribute Summon " Dragon Seeker " ( 2000 / 2100 ) in Defense Position . When this monster is switched from face - up Defense Position to Attack Position , Kaiba can destroy one Dragon - type monster on the field . He intends to use the effect of " Dragon Seeker " on the following turn . Turn 5 : Duel Machine Duel Machine draws . It then Set s a card and Normal Summon s " Lord of Dragons " ( 1200 / 1100 ) in Attack Position . Due to the effect of " Lord of D . " , it can negate any effect that target s Dragon - Type monsters . Turn 6 : Kaiba Seto switches " Maha Vailo " , " Dark Zebra " , and " Boar Soldier " to Defense Position . Turn 7 : Duel Machine Duel Machine draws . It then activate s " The Flute of Summoning Dragon " to Special Summon two " Blue - Eyes White Dragons " from its hand ( 3000 / 2500 for both ) in Attack Position . The Duel Machine then activate s its face - down " Polymerization " to fuse all three " Blue - Eyes White Dragons " together and Fusion Summon " Blue - Eyes Ultimate Dragon " ( 4500 / 3800 ) in Attack Position . Under Battle City Rules , Fusion Monsters cannot attack the same turn they are Summoned , so the Duel Machine ends its turn . ( NOTE : In the real game , this delay does not exist . ) Turn 8 : Kaiba Kaiba draws " Obelisk the Tormentor " . He then Tribute s " Boar Soldier " , " Dragon Seeker " , and his Set monster ( " D . D . Warrior " ) in order to Tribute Summon " Obelisk the Tormentor " ( 4000 / 4000 ) in Attack Position . Kaiba then activate s the first effect of " Obelisk the Tormentor " to make its ATK and DEF infinite by Tributing " Dark Zebra " and " Maha Vailo " . " Obelisk the Tormentor " attacks and destroys " Blue - Eyes Ultimate Dragon " ( Duel Machine 4000 → 0 ) . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .