Yu - Gi - Oh ! GX - Episode 141 " What Lies Beneath , Part 1 " , known as " The Supreme King of Terror ! The Wandering O ' Brien " in the Japanese version , is the one hundred and forty - first episode of the " Yu - Gi - Oh ! GX " anime . It first aired in Japan on June 20 , 2007 and in the US on April 26 , 2008 . Summary . At a secluded mansion , the Goblin Elite Attack Force arrives , searching for more Duelist s to defeat for the Supreme King . The door is answered by Aster Phoenix , who asks what they want . They respond they are subordinates of Skull Knight and question whether Aster is a Duelist . He responds in the negative , claiming to be a servant of the house ' s master . The Goblins enter , stating that they need to search the place , as someone in this vicinity has been causing members of the Supreme King ' s Army to disappear . Aster leads the Goblin captain into the next room , but leaves , locking the door behind him and trapping the goblin inside . He is met by Zane Truesdale , who claims he ' s entered his Cyber Style dojo . He activates his Duel Disk and challenges the goblin . Aster returns to the front door , where another member of the Goblin Force is questioning what ' s taking so long . Aster says the goblin ' s boss had something to discuss with his master , and suggests the goblin relaxes . However , he hears his leader scream , and Aster responds by activating his own Duel Disk to defeat the goblin . Zane is then shown using his three " Cyber Dragons " to destroy the goblin ' s " Luster Dragon " , " ( anime ) | Spear Dragon " and " Return Zombie " and then he fuses them with " Polymerization " to Fusion Summon " Cyber End Dragon " . The goblin begs for Zane to spare his life , and Zane begins interrogating him . He asks if it ' s true that The Supreme King is really Jaden Yuki . The goblin says yes , but Zane asks for proof . The goblin claims he had once been requested to bring the King his Duel Disk , and as he was doing so , a card fell out of it - " Elemental Hero Neos " . Back out front , Aster has " Destiny Hero - Doom Lord " , " Destiny Hero - Captain Tenacious " , " Destiny Hero - Diamond Dude " and " Destiny Hero - Plasma " out on the field . The goblin ' s field is bare , and he begs for his life . Aster questions what the King ' s next move will be . The goblin responds that he plans to invade the southern portion of the dimension , to flush rebels out of hiding and put them in a prison camp west of their current location . Aster and Zane both opt to defeat their opponents , claiming they can ' t spare them because they are . Having witnessed the defeat of Jim Crocodile Cook at the hands of The Supreme King , Axel Brodie is sleeping , having nightmares of being killed by the King ' s forces . He wakes up and leaves his hiding place - a destroyed village , leaving his Duel Disk behind . He passes Syrus Truesdale and Ojama Yellow as he ' s leaving , but does not notice them . The other members of the Goblin Elite Attack Force appear , chasing down Maiden of the Aqua . Syrus leads her a safe hiding place as the King ' s forces pass . She is accompanied by Dancing Fairy , who Ojama Yellow is instantly smitten with . The Maiden asks if Syrus is a Duelist who could oppose The Supreme King , and he responds in the negative , but points her in the direction of Axel . She meets with him , but Axel states that no one can oppose the Supreme King . As he continues on , Axel witnesses more members of the Goblin Elite Attack Force release a pack of flaming , wolf - like monsters to track down refugees . They attack the Maiden and the fairies , and Axel intervenes , but is unable to do much without his Duel Disk . The Maiden has it in her possession , as Syrus had picked it up and given to her with instructions to return it to Axel when the time was right . However , any cards fired have no effect on the wolves , as they are the same Attribute as Axel ' s cards , which he realizes after firing several " Volcanic Shells " . The Maiden activates her ability , filling the surrounding area with water . This lets Axel fire three copies of the " Anchor Bind " card to tie up the wolves , sending them plunging into the water . The Maiden tries to convince Axel to fight The Supreme King , but Axel cannot bring himself to do so . She departs , and Axel meets up with Syrus , who states that since Jaden betrayed them , he ' s taken the role of an observer , but has tried to influence events from behind the scenes . Meanwhile , Zane and Aster reach the prison camp , and Summon " Cyber End Dragon " and " Destiny Hero - Plasma " respectively . Axel journeys to what appears to be the last village free from the Supreme King ' s influence , inhabited by both humans and Duel Spirits . He witnesses the few soldiers they have left stealing food from the villagers who cannot fight . Then , Guardian of the Labyrinth and Ancient Brain appear , claiming they are taking over . The Guardian ' s shield does most of the talking , with he himself only responding to it by stating " exactly . " Later , Ancient Brain turns to leave and report back to The Supreme King , telling Guardian of the Labyrinth to throw open the village ' s gates when the King ' s army arrives , calling the villagers stupid . Axel is eavesdropping nearby , and Ancient Brain reveals his true form - Skull Knight , one of the five Duelists of Death . The shield states they can ' t let Axel warn the villagers as the " Guardian of the Labyrinth " summons his sword , but Skull Knight tells both of them they don ' t need to worry about Axel telling the villagers about their plans as he previously fled the Supreme King when the latter asked if he was going to Duel him . Regardless of this , Axel challenges Skull Knight to a Duel and the latter accepts , thinking Axel will be easy prey . Featured Duels . Zane Truesdale vs . Goblin Elite Attack Force . Duel already in progress . Zane controls three " Cyber Dragons " ( 2100 / 1600 ) in Attack Position , while Goblin Elite Attack Force controls " Luster Dragon " ( 1900 / 1600 ) , " Return Zombie " ( 1000 / 1600 ) and " Spear Dragon " ( 1900 / 0 ) . Zane ' s turn All three " Cyber Dragons " attack and destroy all of Goblin Elite Attack Force ' s monsters . Zane activates " Polymerization " to fuse his three " Cyber Dragons " in order to Fusion Summon " Cyber End Dragon " ( 4000 / 2800 ) in Attack Position . " Cyber End Dragon " attacks directly ( Goblin Elite Attack Force ? → 0 ) . Aster Phoenix vs . Goblin Elite Attack Force . Duel already in progress . Aster controls " Destiny Hero - Captain Tenacious " ( 800 / 800 ) , " Destiny Hero - Diamond Dude " ( 1400 / 1600 ) , " Destiny Hero - Doom Lord " ( 600 / 800 ) and " Destiny Hero - Plasma " ( 1900 / 600 ) in Attack Position , while Goblin Elite Attack Force controls no cards . Aster ' s turn " Destiny Hero - Plasma " attack s directly ( Goblin Elite Attack Force ? → 0 ) . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .