Yu - Gi - Oh ! 5D ' s - Episode 106 " Primo ' s Plan , Part 1 " , known as " Ghost Flood ! The Terrifying Battle Royal Mode " in the Japanese version , is the one - hundredth and sixth episode of the " Yu - Gi - Oh ! 5D ' s " anime . It first aired in Japan on April 21 , 2010 and in the US on May 21 , 2011 . Summary . Battle Royal . After Jack ' s victory over Team Catastrophe , Primo ' s Diablo army begins to infiltrate and disperse themselves on the highway where the duels from the WRGP are taking place . Some of the robots arrive at the site where Team White Tiger is dueling against Team Lightning ; they surround the White Tiger duelist and announce that they ’ ll join the duel . The system is automatically changed into Battle Royal Mode as the Diablo attack ; two of them easily defeat the Team White Tiger member , while another defeats the Team Lightning member . Watching the carnage from above , Primo states that the WRGP tournament has been changed into Battle Royal Mode . He implies that the Turbo Duelists ' fates are at stake in these duels ; if they want to live , they had better complete the Grand Design . Back at the stadium , the MC announces to everyone about crashes occurring on the Highway during duels . Mina and Trudge investigate what ’ s going on ; as Yusei and the others arrive , a Sector Security operator tells Trudge that the Highway ’ s Turbo Dueling system has been changed into Battle Royal Mode . He also says that there ’ s a strange signal which he tries to identify . Upon determining its location , Yusei and the others are shocked to see that the signal comes from Ghost . At that moment , Sherry and Elsworth arrive . Yusei says that Ghost has appeared again , and Bruno states that the army of Ghosts can only mean that Iliaster is trying to destroy the tournament . Yusei then proposes that everyone fight together against the Diablo army - hopefully , they can find the individual who is controlling them before they ' re overwhelmed by sheer numbers . Sherry and Elsworth agree to help Team 5D ' s - suddenly , Kaz appears and offers his support as well . Trudge warns them to be careful - in Battle Royal mode , anyone can attack anyone , and the Diablo seem to be using that to their advantage . Yusei also adds that in a duel against Ghost , the players will suffer real damage ; they can ’ t afford to take the situation lightly . As Yusei and his allies head for the Highway , Jakob observes some parts of the Grand Design lighting up . Lester then appears , stating that completing the Circuit is troublesome ; Jakob states that they need the Ener - D ’ s strength for that , even though the world doesn ' t understand the true power of the Duel Runner and its energy source . He notes that when the Circuit is finally completed , the location of a God shall be revealed . Lester says that the Circuit itself is as big as New Domino City ; when it completes itself , the city will be destroyed . Jakob says that it is a small sacrifice on their path to save the future . At that moment , images of Ghosts appear , which Lester calls the Diablo . Jakob identifies them as being the robots that Primo created , and Lester reveals that their companion unleashed them to do something big . Jakob scowls as he wonders what Primo is thinking . Stopping the Diablo . Back at the Highway , 3 Diablo robots are trying to defeat a female Duelist . One of them tries to attack her directly with Nullfier , but Swift Scarecrow blocks the attack . The Ghosts are surprised as Yusei , Sherry and Elsworth arrive . At Yusei ' s suggestion , the female turbo duelist drops out from the Duel as he summons Stardust Dragon to defeat one of the Ghosts . At another location , a Diablo attacks another Duelist directly with Clausolas when Kaz and Jack both appear . As Kaz directs the damage towards him with his Battle Eater , Jack proceeds to assault the Ghost with Red Dragon Archfiend , inflicting major damage . At the stadium , Leo and Luna are left to convince a fired - up Crow not to risk joining the battle . Leo reminds Crow that he ' s still injured from his duel with Team Catastrophe ; Luna nags him because in that shape , Crow will just get in the way . Back at the Highway , Primo notices that 4 more Diablo units were defeated . As he wonders if Yusei is behind this , Jakob appears and demands to know what he thinks he is doing . Primo replies that he isn ’ t satisfied with Jakob ’ s methods of completing the Circuit - instead , he is forcing duels tol speed up the process . Jakob counters that the Diablo assault will not bring out the duelists ' potential , which means that the Circuit can ’ t be truly completed . Lester shows up to tell Primo to listen to Jakob : the one who stands in his way is Yusei , and Primo already lost to him . Aggravated by this , Primo cuts the conversation , stating that he will show Yusei that he can ’ t win against him . The Diablo ' s onslaught . At another location , Jack and Kaz are facing 4 Diablo units when the robots suddenly break off and head into other riding lanes . At the stadium , Mina and Trudge notice that every Ghost is acting strangely : they are all moving towards one sole point . Back at the Highway , Yusei defeats another robot with " Stardust Dragon " . Thinking that it ’ s over soon , Yusei , Sherry and Elsworth discover that various Ghosts are after them . It is revealed that Primo specifically ordered the Diablo army to target the trio as the primary threats to his plan . An Infinity symbol appearing beneath the road as one of the Diablo commences a Duel . Yusei warns Sherry and Elsworth to be careful , as the Duelbot has forced the duel on them . Working together , the trio successfully defeat 2 of the robotic riders . However , the Diablo prove relentless , slowly forcing Yusei , Sherry , and Elsworth into a corner by building on each other ' s turns . Soon , Elsworth has been defeated by a trio of Cosmic Gateways . Sherry is the army ' s next target ; one destroys her chevalier de Fleur with a combination of Ally Salvo and DNA Transplant , then the others attack her directly with their own Ally Salvos . With Sherry gone , Yusei is left all alone to fight the horde of robots . Featured Duels . " Note : Speed Counters are not shown increasing each turn in this episode due to the large number of duelists in each Duel . However , each Duelist does still gain Speed Counters . " Team White Tiger Duelist vs . Team Lightning Duelist vs . four Ghosts . " The beginning of the Duel is skipped . The Team White Tiger Duelist has 2500 Life Points and at least one Set Spell Card or Trap Card , the Team Lightning Duelist has 2900 Life Points , his field is not shown . " Ghost 1 ' s turn Ghost 1 draws " Ally of Justice Nullfier " and subsequently Normal Summons it ( 4 / 1600 / 1200 ) in Attack Position . He then Set s two cards . Ghost 2 ' s turn Ghost 2 draws " Ally of Justice Garadholg " and subsequently Normal Summons it ( 4 / 1600 / 400 ) in Attack Position . Ghost 1 activate s his face - down " Release & Reverse " to Tribute " Ally of Justice Nullfier " and take damage equal to its ATK ( Ghost 1 4000 → 2400 ) as well as Special Summon " Ally of Justice Nullfier " ( 4 / 1600 / 1200 ) to Ghost 2 ' s side of the field in Attack Position . Ghost 2 uses " Ally of Justice Nullfier " and " Ally of Justice Garadholg " to attack the Team White Tiger duelist directly , but the Team White Tiger duelist activates his face - down " Negate Attack " to negate the attack and end the Battle Phase , however Ghost 1 activates his face - down " Solemn Judgment " to negate " Negate Attack " and destroy it by paying half his Life Points ( Ghost 1 2400 → 1200 ) . The direct attack continues ( Team White Tiger Duelist 2500 → 900 → 0 ) . Ghost 3 ' s turn Ghost 3 draw s . The rest of the duel is skipped , but the Team Lightning Duelist loses . Team White Wind Duelist vs . 3 Ghosts vs . Yusei , Sherry and Elsworth . " The beginning of the Duel is skipped . Ghost 3 starts with 1900 Life Points and " Ally of Justice Nullfier " ( 4 / 1600 / 1200 ) in Attack Position . " Ghost 3 ' s turn " Ally of Justice Nullfier " attacks the Team White Wind duelist directly , but Yusei discards " Swift Scarecrow " via its own effect to negate the attack and end the Battle Phase . By Yusei ' s request , the Team White Wind Duelist drops out . Yusei ' s turn Yusei draws " Junk Synchron " and subsequently Normal Summons it ( 3 / 1300 / 500 ) in Attack Position . Yusei then activates the effect of " Junk Synchron " to Special Summon " Swift Scarecrow " ( 1 / 0 / 0 ) from his Graveyard in Defense Position with its effects negated . Yusei then Special Summons " Mirror Ladybug " ( 1 / 100 / 100 ) from his hand in Attack Position ( as Yusei controls at least one face - up monster and has no monsters in his Graveyard ) . Yusei then activates the effect of " Mirror Ladybug " to make its Level equal to the total Levels of all other monsters Yusei controls ( " Mirror Ladybug " : 1 → 4 ) . Yusei then tunes " Swift Scarecrow " and " Mirror Ladybug " with " Junk Synchron " in order to Synchro Summon " Stardust Dragon " ( 8 / 2500 / 2000 ) in Attack Position . Stardust Dragon attacks and destroys " Ally of Justice Nullifier " ( Ghost 3 900 → 0 ) . The rest of the duel is skipped , but Yusei , Sherry and Elsworth win . Team Burning Duelist vs . Ghost vs . Jack and Kaz . " The beginning of the Duel is skipped . Ghost has " Ally of Justice Clausolas " ( 6 / 2300 / 1200 ) in Attack Position and one set card . " Ghost ' s turn " Ally of Justice Clausolas " attacks the Team Burning Duelist directly , but Kaz sends " Battle Eater " from his hand to the Graveyard in order to negate the attack and end the Battle Phase as well as take damage equal to the ATK of " Battle Eater " ( Kaz 4000 → 1500 ) . Jack ' s turn Jack draws . He then Normal Summons " Vice Berserker " ( 4 / 1000 / 1000 ) in Attack Position . He then sends Ghost ' s " DNA Surgery " to the Graveyard in order to Special Summon " Trap Eater " ( 4 / 1900 / 1600 ) in Attack Position . Jack then tunes " Vice Berserker " with " Trap Eater " in order to Synchro Summon " Red Dragon Archfiend " ( 8 / 3000 / 2000 ) in Attack Position . Since " Vice Berserker " was sent to the Graveyard for a Synchro Summon , its effect activates , inflicting 2000 damage to Jack ( Jack 4000 → 2000 ) and increasing the ATK of " Red Dragon Archfiend " by 2000 ( " Red Dragon Archfiend " : 3000 → 5000 / 2000 ) . " Red Dragon Archfiend " then attacks and destroys " Ally of Justice Clausolas " ( Ghost 4000 → 1300 ) . Jack ' s hand contains " Twin - Sword Marauder " , " Fiendish Chain " , " Battle Fader " and " Sword Master " . After a while , Ghost drops out of the Duel , so Jack and Kaz win . Various Ghosts vs . Yusei , Sherry and Elsworth . The Duels are not all seen . " Stardust Dragon " attacks a Ghost directly ( Ghost 500 → 0 ) . Yusei , Sherry and Elsworth win . Every Ghost vs . Yusei , Sherry and Elsworth . Turn 1 : Ghost 1 Ghost 1 draws " Ally of Justice Garadholg " and subsequently Normal Summons it ( 4 / 1600 / 400 ) in Attack Position . He then Sets two cards . Turn 2 : Elsworth Elsworth draws " Spirit Summit Warrior " and subsequently Normal Summons it ( 4 / 1200 / 0 ) in Attack Position . He then activates the effect of " Spirit Summit Warrior " to Special Summon " Liberated Rear Warrior " ( 3 / 0 / 1200 ) from his hand in Attack Position . Elsworth then tunes " Spirit Summit Warrior " with " Liberated Rear Warrior " in order to Synchro Summon " Driven Daredevil " ( 7 / 2400 / 2100 ) in Attack Position . " Driven Daredevil " attacks and destroys " Ally of Justice Garadholg " ( Ghost 1 4000 → 3200 ) . Turn 3 : Sherry Sherry draws " Speed Spell - Overboost " and subsequently activates it , increasing her Speed Counter s by four ( Sherry ' s SPC : 2 → 6 ) . She then activates " Speed Spell - Speed Fusion " to fuse " Sacred Knight ' s Spearholder " with " Horse of the Floral Knights " in order to Fusion Summon " Centaur Mina " ( 6 / 2200 / 1600 ) in Attack Position . Sherry then Normal Summon s " Fleur Synchron " ( 2 / 400 / 200 ) in Attack Position . She then tunes " Centaur Mina " with " Fleur Synchron " in order to Synchro Summon " Chevalier de Fleur " ( 8 / 2700 / 2300 ) in Attack Position . " Chevalier de Fleur " attacks Ghost 1 directly ( Ghost 1 3200 → 500 ) . On Sherry ' s End Phase , the final effect of " Speed Spell - Overboost " reduces Sherry ' s SPC to 1 ( Sherry ' s SPC : 6 → 1 ) . Turn 4 : Yusei Yusei draws . He then sends " Quillbolt Hedgehog " from his hand to the Graveyard in order to Special Summon " Quickdraw Synchron " ( 5 / 700 / 1400 ) in Attack Position . Yusei then activates the effect of " Quillbolt Hedgehog " to Special Summon itself ( 2 / 800 / 800 ) from the Graveyard in Attack Position . Since Yusei ' s opponents control Synchro Monsters and he doesn ' t , Yusei Special Summons " Reed Butterfly " ( 1 / 300 / 600 ) from his hand in Attack Position . Yusei then tunes " Reed Butterfly " and " Quillbolt Hedgehog " with " Quickdraw Synchron " in order to Synchro Summon " Road Fighter " ( 8 / 3000 / 1500 ) in Attack Position . Yusei then activates the effect of " Road Fighter " to Special Summon " Speed Warrior " ( 2 / 900 / 400 ) from his Deck in Attack Position . " Speed Warrior " attacks Ghost 2 directly ( Ghost 2 4000 → 3100 ) . " Road Warrior " attacks Ghost 3 directly ( Ghost 3 4000 → 1000 ) . Yusei sets a card . Turn 5 : Ghost 2 Ghost 2 ' s hand contains " Ally of Justice Comsic Gateway " , " DNA Transplant " , " DNA Surgery " , " Ally of Justice Garadholg " , and " Ally Salvo " . Ghost 2 draws . Yusei activates his face - down " Synchro Prominence " to inflict 1000 damage to the opponent for each Synchro Monster on the Field . There are three ( Ghost 1 500 → 0 ; Ghost 2 3100 → 2100 ; Ghost 3 1000 → 0 ) . Ghost 2 Normal Summons " Ally of Justice Tractor " ( 1 / 0 / 0 ) in Attack Position . He then Tributes " Ally of Justice Tractor " in order to add two " Ally of Justice Cosmic Gateways " from his Deck to his hand . Ghost 2 then Special Summons three " Ally of Justice Cosmic Gateways " ( 8 / 2400 / 1200 for all ) in Attack Position as his opponents control at least two monsters ( including a LIGHT monster ) . One " Ally of Justice Cosmic Gateway " attacks Elsworth ' s " Driven Daredevil " . Both monsters are then destroyed in a Double KO . The remaining two " Cosmic Gateways " attack Elsworth directly ( Elsworth 4000 → 1600 → 0 ) . Ghost 2 sets a card . Turn 6 : Ghost 4 Ghost 4 draws . Ghost 2 activates his face - down " DNA Transplant " and declares LIGHT for its effect . Now all monsters on the field become the declared attribute . Ghost 4 then Normal Summons " Ally Salvo " ( 2 / 400 / 300 ) in Attack Position . " Ally Salvo " attacks " Chevalier de Fleur " . " Chevalier de Fleur " destroys " Ally Salvo " ( Ghost 4 4000 → 1700 ) . The effect of " Ally Salvo " activates , allowing Ghost 4 to destroy " Chevalier de Fleur " and Yusei ' s " Speed Warrior " . Turn 7 - 16 : The rest of the Ghosts The rest of the Ghosts each Normal Summon " Ally Salvo " ( 2 / 400 / 300 for all ) in Attack Position . The summoned " Ally Salvos " all attack Sherry directly ( Sherry 4000 → 3600 → 3200 → 2800 → 2400 → 2000 → 1600 → 1200 → 800 → 400 → 0 ) . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .