Yu - Gi - Oh ! 5D ' s - Episode 117 " The Distorted Past " is the one - hundred - and - seventeenth episode of the " Yu - Gi - Oh ! 5D ' s " anime . It first aired in Japan on July 17 , 2010 . Summary . Infinity ' s abilities . In attempting to escape the security at the Momentum Express Development Organization , Yusei Fudo , Sherry LeBlanc , and Bruno were trapped in a shuttle and transported to Infinity . Bruno and Sherry check some control panels to try and gain some understanding of what ' s going on . They see a screen showing that the shuttle is about to enter a . Sherry asks what that means and Bruno replies that a wormhole is a tunnel leading to another dimension . He has no idea where it will send them . Clark Smith appears on a screen , where he identifies Yusei and Sherry by name and calls Bruno their friend . Sherry asks how he knows her name and Yusei informs her that Clark had already been aware of their identities . Clark says that they have fallen for his trap . The fact that Momentum Express would do such a thing is proof enough for Sherry that they are connected to Yliaster . She asks if Clark knows the man who murdered her father . Clark replies that Dr . LeBlanc was a good human being , but he asked too many questions . He was in charge of creating control cards to complete the Infinity device , but asked too many questions , and came to know Infinity ' s true power to traverse time , which Yliaster will use to falsify history . This is taboo not yet known to the world . Dr . LeBlanc realized this so he tried to get rid of it . Upon discovering this , Clark authorized the execution of Dr . LeBlanc . Sherry remarks that this is unforgivable . Since they have had that conversation , Clark cannot allow Yusei , Sherry and Bruno to return safely . He explains that their shuttle lacks a control card and will thus be thrown out of the wormhole and into a dimensional distortion . Clark then mockingly bids them farewell . Infinity activates , and the ring of Ener - D circling the shuttle changes to an infinity symbol , and a beam of Ener - D is shot through it into the sky . Escaping the wormhole . Yusei , Sherry , and Bruno are knocked out by the transportation process , and wake up inside the shuttle , which is now within a wormhole . Bruno realizes that they are trapped in the wormhole and Yusei asks if such a thing even exists . Bruno explains that the power of science which Yliaster has used to create this is beyond their imagination . The shuttle loses control and starts breaking apart . Inside warning lights start flashing insisting that the control card be inserted as soon as possible . Bruno predicts that the shuttle will soon land in the wormhole . He doesn ' t know what to do and worries that they could be redirected , crumble to dust or distorted in the dimension . Yusei tries some stuff on a control panel , but yields no success . He asks how Bruno is getting on at his end , but Bruno is unable to control it . There is small explosion at the bottom of the shuttle , causing Yusei , Sherry and Bruno to fall back . Bruno gets back to his control panel and finds that things have gotten worse . Yusei asks if there is a way to fix it . Bruno says that even if how he knew he wouldn ' t be able to fix it without the control card . Sherry thinks that she might know what the control card is and takes out " Z - ONE " . She explains that this is the card her father left for her and wonders if it be what they need . She inserts the card into the control card ' s slot , causing the shuttle to return to normal . The shuttle shakes a bit and suddenly one of the windows break , causing Sherry to be thrown out . Yusei grabs a cable , which is attached firmly to the shuttle and leaps up to catch her . He grabs her by the arm attempts to save her , but can ' t pull her back in . Sherry tells him to take care of her enemy for her , but Yusei refuses to let go of her hand . However she starts to slip and is eventually thrown into the wormhole . With the air still being sucked out through the hole , Bruno makes his way over to his control panel and pushes some buttons . This causes shutters to close over the windows covering the hole . Yusei lands back on the floor inside the shuttle and dashes over to another window and looks out for Sherry . The distorted timeline . The shuttle emerges from the wormhole in a place with a black sky and a large sun . A gigantic spiraling mechanical , floating structure appears nearby . Yusei ' s father , Dr . Fudo , appears to Yusei in a vision , advising him not to get close to the structure . Yusei asks what it is and if it is some kind of island . Dr , Fudo replies that it is the last Ener - D , which is the place which leads to the destruction of mankind . Yusei asks what he means by " leads to destruction " , but the vision starts to fade . Before vanishing , Dr . Fudo tells Yusei to return to their world . Unaware that Yusei was just speaking to his father , Bruno calls Yusei to tell him that the shuttle is back to normal and they should be returning to their own world . Back at Momentum Express headquarters , Clark is speaking with someone through his computer . Jakob asks why he got rid of Yusei Fudo . Clark is a bit anxious and defends himself saying that Yusei knew Yliaster ' s secret , but Jakob reminds him that Yusei still plays an important role to them . Clark asks what is so important about him . The screen changes to Lester , who says that it is okay , Yusei is still alive and starts laughing . The screen goes back to Jakob who says that Yusei has still figured something out and cannot be let remember the place that they visited . He says that Clark has to disappear . Clark tries pleading with them . Primo enters the chamber and says that Clark should disappear now . A changed present . A massive shockwave appears near the shuttle . A similar one appears in the sky above New Domino City . Luna , Jack , Crow and Akiza are in the basement at Poppo Time . Their Marks of the Dragon all light up , just before the wave reaches them . Their marks form protective bubbles around them and the people near them ; Leo , Lazar and Elsworth . The wave causes no visible damage . On an airplane , Team Ragnarok are reading a magazine , Monthly Duel , which has their picture on it . They notice the shockwave in the sky . In Jakob , Lester and Primo ' s chamber , Clark can be seen panicking on the communication screen . The blast passes through there and Clark disappears . Lester notes that Primo had been burnt badly and asks how he managed to recover so fast . Primo replies that he won ' t die until he is finished with Yusei Fudo . The wave from the burst fades away . On the plane Team Ragnarok note that " that phenomenon " happened again . Halldor turns the page in his magazine , unmoved . The flight attendant asks them if everything is okay . Brodor asks if she noticed the shake , but she didn ' t and asks what he means . Harald tells her that it was nothing and thanks her . After she leaves he says that nobody apart from them is aware of what happened . Dragan asks him what happened this time . Halldor hands him his magazine , which now has Jakob , Lester and Primo on the cover . He suggests that something has changed and their popularity seems to have been preempted . He guesses that their " Aesir s " are what are protecting them . The three of them remove their cards ; " Odin , Father of the Aesir " , " Loki , Lord of the Aesir " , and " Thor , Lord of the Aesir " . Led by Crow , the Signers all rush to a point near the ocean . Leo asks why they came here . Crow doesn ' t know , but explains that their Marks of the Dragon is guiding them here . Jack notices a bright light in the sky . Something is emerging from it and coming towards them . Yusei and Bruno ' s shuttle comes out and crash lands in the water next to the others . Yusei and Bruno emerge and think they have arrived back safely . Jack points out that something is still wrong . Up in the sky , thy can see the alternate dimension through the hole Yusei and Bruno came through . Leo and Lazar ask what it is they are seeing . Jack says that there is a huge island in the sky , but Lazar and Leo can ' t spot it . Akiza realizes that Lazar and Leo are unable to see and Yusei deduces that only the Signers are able to see it through the Crimson Dragon ' s power . The others ask what it is and Yusei answer ' s " it is the Last Ener - D and and it leads to the destruction of mankind . Jack asks what he means . Yusei says that that is what he heard and that it will someday be a threat to them . The hole then disappears . Leo asks why Yusei is even there ; Shouldn ' t he be at Momentum Express ? Yusei says that there is no time to talk . They must return to Momentum Express . Crow asks if they got any information . Yusei confirms their earlier suspicions that Momentum Express is related to Yliaster . Akiza , Bruno , Crow , Jack and Yusei travel to the Momentum Express building on their Duel Runners . Yusei states that this is the only place with evidence of Yliaster ' s existence . However when they reach it , they find some fencing reading " Keep out " and the building is nowhere to be seen . Later at Poppo Time , in the basement Elsworth holds " Z - ONE " and cries over Sherry ' s disappearance . Yusei and Bruno are with him . Yusei tries to comfort Elsworth , explaining that Sherry hasn ' t decided to die yet . Crow runs in and tells Yusei that something unbelievable is happening . Yusei , Bruno , and Elsworth follow Crow upstairs , where everyone is watching TV . On the news , Angela reports that the World Racing Grand Prix winning candidates Team New World have arrived at the airport . A flock of photographers have gathered around Jakob , Lester , and Primo . Yusei and his friends recognize the as the people from Yliaster and wonder if there is even such a team as Team New World . Bruno researches Team New World on a computer . He finds that they were formed from the world ' s top duelist friends and their tactics and strategy are unknown to the world . No matter what site he checks , Bruno finds the same information . Leo notes that people from around the world seem to be different than them . Lazar asks what his explanation for that is . Yusei quickly thinks of something and gets Bruno to check the table for the World Racing Grand Prix . They find that the tournament has changed . Everyone gathers around . The teams displayed are : Elsworth points out that his and Sherry ' s team has disappeared . Yusei realizes that a falsification of history has occurred . If what Clark said about Yliaster is true , Yliaster have changed the past , so today ' s history has been changed . Crow remembers the shock from earlier and Leo realizes that bubbles from Marks of the Dragon was the Crimson Dragon ' s power protecting them . Jack agrees noting that it explains the disappearance of Momentum Express , but if Yliaster have such a power , he asks why Yliaster didn ' t use it to eliminate them . Akiza agrees ; If Yliaster believes that the Signers are a nuisance to their plans , why not eliminate them ? Luna hypothesizes that Yliaster cannot interfere with them because of the Crimson Dragon ' s power . Yusei suggests another possibility : They might have an important role to Yliaster . Akiza wonders what Yliaster would want with them . Leo doesn ' t believe that Yliaster wants them , but Jack points out that seems to contradict . Yliaster showed their forms to participate in the World Racing Grand Prix , Yusei notes . If that is the case and their answer is fighting , they can ' t back down . Akiza , Leo , Luna , Crow and Jack agree . They are interrupted as they here Trudge calling for Yusei . Lazar recognizes the voice as Assistant Chief Trudge ' s and decides that he must hide . He quickly jumps in a box and closes it . Trudge and Mina enter , saying that they need to talk with Yusei . Trudge sits down on the box Lazar hid inside . Trudge and Mina explain that this may seem confusing , but the World Racing Grand Prix might be canceled . Lazar listens from inside the box . Jack asks why this is the case . Mina explains that there have been complaints from the public against the tournament after the preliminary rounds and the steering committee decided it would be best to cancel the tournament . After that disaster , Trudge doesn ' t find it impossible that it has come to this . He tried everything he could , but they won ' t listen . Mina explains that Director Goodwin ' s seat has been vacant and nobody knows where vice - director Lazar is . Thus leaving Sector Security too weak to convince the tournament committee . Jack says that he understands that they can ' t do it with just one director . Trudge asks what he means and Jack replies that Trudge doesn ' t have what it takes . Trudge falls off the box , but gets back on . Yusei and Jack grumble that if it is canceled , they will lose their chance to fight the three emperors . Lazar bangs on the inside of the box , asking if they have forgotten about him . Trudge looks around trying to see where the noise is coming from . Lazar picks - up a screwdriver and sticks it through the lid of the box into Trudge ' s buttocks . Trudge leaps off the box in pain . Lazar opens the box and climbs out . He says that they ' re hope won ' t disappear now that he is here . He announces his return to Security . Yusei asks if he is sure ; even if he does return , his job won ' t be as easy as he thinks . Lazar replies asking if he didn ' t return , what kind of vice - principle would he be . Lazar has made up his mind and vows to fight against Yliaster with them . He orders Trudge and Mina to hurry up and get out of his face . The two of them promptly run out . Lazar turns to Yusei , Jack and Crow and says that although his stay with them was short , he has learned much , and he will help them unveil Yliaster . He assures them that he will do whatever it takes to prevent the World Racing Grand Prix from being canceled . Later on , Lazar appears on monitors across the city . According to Sector Security ' s Article 20 , he has been promoted to Director , and shall do everything in his power to make sure that the place is safe and the World Racing Grand Prix shall continue . Yusei , Crow and Jack bid farewell to Elsworth , who is mounting his Duel Runner outside Poppo Time . Elsworth is certain that Sherry is alive and is going to search for where she went . If she is alive , there should also e a clue wherever she is . Yusei assures him that they rest of them will be doing what they can to find Sherry too . Elsworth says that it is sad that they won ' t be seeing each other again , before he drives off . Sherry wakes up somewhere with what looks like her father , Dr . LeBlanc , standing over her . She asks where she is and if she died . The man replies that that is not it and he is not Dr . LeBlanc . Her heart is showing her that he is Dr . LeBlanc . Sherry asks who he is . He replies that he is the one who knows the truth . He offers to tell her the truth if she wishes to hear it , but warns that her destiny will be impacted . Sherry claims not to care and asks to be told what he means by " the truth " . The man offers her his hand asking her to come with him . Sherry reluctantly reaches up and holds his hand . Back in New Domino , Yusei watches the sunset , wondering what his father meant by " the place which leads to the destruction of mankind and the last Ener - D " . He also recalls the other time he saw his father in a vision , in the old system , coming to a sudden realization of a possibility concerning his father . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .