Yu - Gi - Oh ! 5D ' s - Episode 138 " Suspension Bridge toward the Future , The Rainbow Bridge Bifrost " is the one - hundred and thirty eighth episode of the " Yu - Gi - Oh ! 5D ' s " anime . It first aired in Japan on December 8 , 2010 . The episode was never dubbed , but became available to the world with official subtitles via Crunchyroll on March 10 , 2015 . Summary . Contact from Sherry . Team Ragnarok arrive outside Sector Security . Yusei asks how it is that they are able to use their Duel Runner s , since all other Ener - D devices are down . Brodor reveals his Rune Eye and Halldor explains that since they haven ' t been affected by Iliaster ' s past actions , they haven ' t been affected by the minus Ener - D . Yusei realizes the same should be true for the Signers Duel Runners , because of the Crimson Dragon . Yusei , Jack and Crow check their Duel Runners and find them working . Yusei believes that they can reach the Divine Temple with their working Duel Runners , but a voice appears , informing him that he is mistaken . Looking down , Yusei sees Sherry LeBlanc on the monitor on his Duel Runner . He is surprised to see her alive and Elsworth dashes over to see her . Sherry tells Yusei that she has seen the future , and advises him not to board the Divine Temple , as in the future Yusei dies after entering . Akiza is shocked by this premonition . Sherry claims that a certain individual has shown her this future . Crow accuses Sherry of speaking as if she is their enemy , and demands to know who showed her such a vague future . Sherry states that Z - one , the being in the other dimension and in command of the Divine Temple , showed her this future . Yusei realizes she is referring to the white , comma - shaped machine that appeared when they scanned the " Z - ONE " card at Sector Security . Jack suspects that Z - one is controlling Iliaster , but Sherry claims that Z - one is being righteous , and repeats her prophecy of Yusei ' s death . Yusei , angered , asks if Sherry is willing to destroy the city , causing the loss of millions of lives . However , Sherry is unmoved as she claims that by sacrificing them , billions more lives , including Yusei ' s , will be saved . Yusei still refuses to believe that there can be happiness in a future obtained by such sacrifices and insists that destroying New Domino City is the wrong decision . Sherry says that he shall die either way , but Yusei decides that he cannot know that until he tries . Elsworth asks Sherry where she is now . She informs him that she is in the Divine Temple , which leads him to believe that she is being held hostage . However Sherry insists that she is there under her own free will and suggests that Elsworth forget about her . Sherry also declares that she will attempt to kill Yusei if he boards the Divine Temple . Jack asks if she considers herself their enemy , which Sherry affirms . Yusei demands to know why , reminding her how she once hated Iliaster . Sherry explains that seeing the future changed her mind . She says that she is different from all of them and ends the connection . Inside the Divine Temple , Z - one asks Sherry if she told Yusei everything , which she confirms . However , she believes that Yusei would board regardless , as he does not appear to fear his destiny . Z - one asks why she would tell him about his death if she knew that he would still board . Sherry bows her head and explains that it was simple courtesy and a testimony to her parting from him , especially because she vowed to kill him herself . Planning to board the Divine Temple . Lazar watches surveillance of the city , seeing masses of people crowd the city as they evacuate . He asks Team 5D ' s what they should do next : even if they could collide a positive Ener - D with the Divine Temple , they don ' t know if it would stop it . The only working Ener - D they have on hand is within the Duel Runners of Team 5D ' s and Team Ragnarok and the Old Ener - D reactor . He wonders if use the Old Ener - D , but Jack argues that they can ' t use that reactor in its current minus Ener - D state because of the risk of starting another Zero Reverse . Yusei thinks it would be useful if they could get up there , but Crow states that all the helicopters and aircrafts in New Domino City rely on Ener - D . Even so , Yusei thinks that there must be a way of getting up there , because Sherry ' s vision included him entering the Divine Temple , meaning a method would appear . Bruno calls that is positive thinking and Yusei suggests that they focus on finding out what that method is . However Leo says that he thinks it would be better if they don ' t find out what that method is . Crow looks at him in surprise . Leo , Luna and Akiza all look depressed . Leo feels they are better off avoiding something that is going to bring about Yusei ' s death . He and Luna rush over to Yusei , declaring that they don ' t want him to die . With tears streaming down his face , he begs Yusei not to go and states that New Domino won ' t be saved by him doing this . Before he can finish talking , Jack seizes him by the collar and orders him to stop this " selfish whining " and vows to stop whatever Sherry saw in this vision and not let Yusei die . With Leo dangling from Jack ' s grip , Lazar dashes over and pleads with Jack to stop , pointing out that he is fighting with a child . Jack lets Leo down and folds his arms , while Leo cries out loud . Yusei kneels down in front of him and assures him that Jack is right and he won ' t die . Leo and Luna both run into Yusei and hug him , both crying . Akiza silently looks away with a worried expression on her face . Later , while Yusei is alone , he reflects on his encounter with what appeared to be his father , who had warned him not to get close to the Divine Temple , because it is the place which leads to the destruction of mankind . Yusei resolves to prevent any disasters like Zero Reverse from ravaging the city , even if it costs his life . Team Ragnarok approach and say that they need to talk . Starting now , Halldor says that they shall use their hands to build him a road to the Divine Temple . While holding the card , " Rainbow Bridge Bifrost " , Halldor explains the existence of , a rainbow bridge that connects the human world to the realm of the gods . He elaborates that the god of light , , also known as a " Candor of Light " , stands guard at Bifrost ' s base . Yusei realizes that they are referring to the Old Ener - D . Halldor confirms this fact and that they plan to use its minus Ener - D , their Duel Runners , and the power of the " Aesir " to manifest a path with " Rainbow Bridge Bifrost " . Brodor shows Yusei the area he will be riding on , which includes Daedalus Bridge . Yusei contacts Bruno via phone for help . He asks if Bruno can come to him without the others noticing . Bruno agrees and slips out of the building under the alibi that he needs to use the toilet . Outside the Poppo Time garage , Bruno remarks that using the Old Ener - D with the three " Aesir " is an impressive idea . Since Yusei defeated Iliaster in the World Racing Grand Prix , Halldor believes Yusei should be able to save this world . No matter what it takes , he vows to get Yusei to the Divine Temple at all costs . While the others gather mechanical items , Brodor brings a Domino Ice vendor ' s cart . The machines are placed inside the cart , which is tied to the back of Brodor and Dragan ' s Duel Runners . Team Raganrok and Yusei mount their Duel Runners , and with Bruno on the back of the cart , they drive off . At Sector Security , Akiza notices something unusual on a map and finds surveillance of Yusei on the highway . Jack realizes that he is heading towards Satellite , so he contacts Yusei and asks where he is going . Yusei explains that he has a plan to create a path to the Divine Temple . Jack asks why they weren ' t informed of something so important . Yusei apologizes , informs them that he is going alone and advises that they get to safety . Team 5D ' s agree to go after Yusei and dash out . Elsworth curses his lack of a functional Duel Runner , but Crow promises to bring Sherry back safely . Elsworth tosses Crow the " Z - ONE " card , explaining that it was a safekeeping Dr . LeBlanc had given to Sherry and requests that Crow give it to her , should they meet . Bruno and Team Ragnarok race down a spiral staircase to the Old Ener - D reactor . Team Ragnarok look up at the Old Ener - D , and they begin their work . Yusei looks up at Daedalus Bridge and recalls the legend when Rex Goodwin , the hero of Satellite at the time , jumped off the bridge betting on changing the future . Having now chosen the same path as him , Yusei prays for Goodwin to guide him so he can save New Domino . Back at the Old Ener - D reactor , Halldor advises Bruno to exit the reactor , to which Bruno complies . Team Raganarok connect their Duel Runners to the Ener - D and run their " Valhallander " Duel Runners at full power . With their Rune Eye s glowing , Dragan chants " " When the door to Asgard opens , the ancient war god will raise up and use his magical hammer . The very earth itself will shake as he appears from a roar of thunder . Descend , Polar God King Thor . " " as he Summons " Thor , Lord of the Aesir " , Brodor chants " " A fickle god is born in Asgard . Laugh at the world while you show them absolute power . Descend , Polar God King Loki . " " as he Summons " Loki , Lord of the Aesir " and Halldor chants " " Oh mighty king , he who rules over the heavens circling the northern stars , the time has now come to show your mighty self . He who reigns over the world ordained by the gods . The highest of all beings , supreme ruler , Polar God Sacred Emperor Odin . " " as he Summons " Odin , Father of the Aesir " . Since Ener - D is the power controlled by humanity , Halldor declares that they shall use everything they have to utilize it . The " Aesir " hold their hands out over the Old Ener - D tower , increasing the Ener - D ' s volume and reversing its rotation . Halldor then calls forth Bifrost . The Aesir create beam of Ener - D that is shot into the sky . As the sky glows , a path appears from the Daedalus Bridge . Nearby , Jack , Crow with Leo on the back of " Blackbird " and Akiza with Luna on the back of " Bloody Kiss " ride towards the bridge and see the path . Over at the bridge , Yusei remarks about the appearance of Bifrost , praising Team Ragnarok for their accomplishment . Before he gets on the bridge , however , he hears the others arriving . Being the one that admired the legendary hero , Crow doesn ' t want Yusei to take his chance to ride over the bridge . Yusei is surprised that the others appeared so quickly , and Crow explains that his knowledge of back roads and shortcuts allowed them to catch up . Yusei still insists on boarding alone , as the dangers awaiting them on the Divine Temple are still unknown . Jack points out that they cannot stop Yusei from boarding , but claims that the opposite is also true and Yusei would not be able to stop them from boarding with him , especially because they refuse to accept a future where he dies . Reminded that Team 5D ' s is about their bonds , Yusei understands and allows his friends to board with him . At the Old Ener - D reactor , Team Ragnarok struggle to keep the Ener - D high . On Bifrost . Team 5D ' s all board the bridge and ride onto the rainbow path at full speed , scaring Leo because of the heights . Lazar and Elsworth watch them on a screen at the Sector Security headquarters and realize that they found a way . Elsworth shouts that he is entrusting his lady to them and Lazar similarly yells that he is entrusting Domino City to them . In the crowd of evacuees , Carly peers through her camera at the rainbow bridge and notices Jack and the others riding along it . Down below , Bruno is riding " Delta Eagle " . He says that he is on his way right now and transforms into his Vizor form before racing up the bridge . As Team 5D ' s get close to the Divine Temple , Yusei notices him racing up behind them . At the Old Ener - D reactor , Team Ragnarok ' s Duel Runners reach their limits , causing their engines to explode . With that the three " Aesir " and the beam of Ener - D begin to fade away . Yusei looks down at this and worries about Team Ragnarok , but then realizes that Bifrost is starting to disappear from the bottom . Jack , Crow and Leo make it to the top , while Yusei slows down to assist Akiza and Luna . Crow realizes that " Bloody Kiss " is the only Duel Runner that wasn ' t modified , posing the risk of the disappearing bridge catching up to her . Akiza and Luna catch up to Yusei . At her speed , Akiza worries that they won ' t make it . However Yusei tells Luna to jump over to his Duel Runner , so he can reduce the weight on Akiza ' s to increase its speed . Luna agrees to do this , so Yusei grabs her and pulls her in . Vizor speeds up in front of Yusei , Luna and Akiza . He tells Yusei that he ' s creating a slipstream , so they should get behind him . The three Duel Runners get in line and barely get on the Divine Temple . On the Divine Temple . Leo and Luna run towards each other and Luna apologizes for making Leo worry . Yusei checks to see if Akiza is okay and then thanks Vizor for his help . Jack pulls over next to Vizor and demands to know just who he is . Vizor explains that he has lost crucial memories and has come here to find answers . Crow insists that they don ' t have time for these questions , as long as Vizor isn ' t an enemy . The group agree to go towards the heart of the Divine Temple , as that is where Z - one shall be . The seven of them drive along the spiral towards the center of the structure . They find out that the heart of the Divine Temple is a mass of Ener - D and wonder what to do next . Inside they are monitored by Z - one and Sherry . Z - one says that he shall invite them inside and opens a hole on the ground just below them , causing the group to plunge into darkness . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .