Yu - Gi - Oh ! ARC - V - Episode 111 " Last Laugh " , known as " Pendulum Heart " in the Japanese version , is is the one - hundredth and eleventh episode of the " Yu - Gi - Oh ! ARC - V " anime . It first aired in Japan on June 26 , 2016 and in Canada on October 6 , 2017 . It became available with official subtitles via Crunchyroll on April 20 , 2017 . Summary . The " Dystopia Blow " attack of Aster ' s " Destiny HERO - Dystopia " surges towards Yuya , who turns and runs to the side . Mamoru asks if it ' s over , and Gloria asks if he ' s unhappy . Mamoru protests that he isn ' t and he orders her to stop calling him a blockhead as his name is Mamoru Noro ( the Japanese arrangement of his name reads as Noro Mamoru ; Noroma translates to " blockhead " . ) Grace puts her hands behind her head and she complains that she ' s disappointed . Yuya hops along the platforms of " Crossover " , and Aster sees that he ' s going for an Action Card . He snaps that he won ' t let Yuya get it , and he yanks the strand of " Steel Cage Match " , forcing Yuya to sidestep down platforms and leap for the card . Aster is so distracted by his own shock that Yuya is able to grab the card and activate it in mid - air , the Action Spell " Evasion " , negating the attack . He dodges the energy blast in midair with a pose and lands before straightening up with an easy smile . Aster warns Yuya that his fate is sealed as long as he controls " Destiny HERO - Dystopia " no matter how much he struggles and he declares the end of his turn . Gloria observes that Aster ' s " Dystopia " and " Urban Demise " Continuous Trap Card combo won ' t be defeated easily . Grace observes that an attack will trigger the trap to increase the ATK of " Dystopia " and thus its effect to destroy a monster and she wonders what Yuya will do . Mamoru is sweating and he thinks to himself that at this rate he won ' t be Deputy Commander anymore . Yuya and Yuto are discussing the combo as well ; Yuto notes that Aster can only use it once per turn , so an attack by multiple monsters may be able to defeat the 2900 ATK " Dystopia " . Yuya replies that he understands , and he reaffirms that he will Duel his own way . Yuto asks if Yuya is still planning to talk to Aster ; even Yusho Sakaki couldn ' t open up his heart . Yuya replies that he ' s sure that Aster smiled during his Duel with Yusho , but he just doesn ' t want to admit it . Musing on what the Duel will bring , Yuya declares his turn and he draws a card . He holds up his pendant and he tells Aster that his heart is wavering just like this pendulum . Aster asks what Yuya means , and Yuya explains that Aster wants to believe that the Professor is right , but he also felt something during his Duel with Yusho and he ' s torn between those two emotions . Aster claims that it ' s a lie , and Yuya further asks Aster if he smiled during his Duel with Yusho . Aster snaps at Yuya to stop spouting nonsense , and Yuya smiles and he tells Aster that he ' ll make him remember before declaring a Pendulum Summon . He brings back " Performapal Dag Daggerman " and " Odd - Eyes Pendulum Dragon " , before Tributing them to perform a Tribute Summon . He chants " Come to me ! The happy comrade who brings smiles to everyone ! Level 8 ! " Performapal Laugh Maker " ! Aster calls it a foolish monster , as Dueling isn ' t a power for playing , but for fighting . Yuya declares his Battle Phase and he attacks " Dystopia " with " Laugh Maker " . Gloria is surprised that Yuya is attacking using a monster with lower ATK , but Grace notes that there ' s something to this since this is Yuya ' s Dueltaining . Aster thinks that whatever Yuya is planning , the result won ' t change , and he activates the effect of " Urban Demise " , increasing the ATK of " Dystopia " by 100 , to 3000 . Yuya smiles and he clenches his fist , explaining that when an opponent ' s monster gains ATK , the effect of " Laugh Maker " will increase its own ATK by 1000 until the end of the Battle Phase , and " Laugh Maker " rises to 3500 ATK , much to Mamoru ' s pleasure . Aster muses that this was Yuya ' s plan , but he warns him that he knows what will happen now and he activates the effect of " Dystopia " since its ATK or DEF changed , allowing him to destroy one card his opponent controls . He declares " Noble Justice " , and " Dystopia " blasts a surge of energy from its chest . Yuya activates a Trap Card , " Performing Pal ' s Counterstrike " , which will prevent the destruction of " Laugh Maker " and destroy a card that Aster controls . " Laugh Maker " intercepts the attack with its staff and blasts it back , and Aster destroys his Equip Spell Card " Delay Armor " to activate its effect , preventing the destruction of " Dystopia " for the rest of the turn . The six probes of " Delay Armor " converge in front of " Dystopia " and they project a shield that blocks the energy blast . Yuya retorts that the attack will continue , and " Laughamker " attacks with " Laughing Spark " , jolting Aster painfully and reducing him to 3100 LP . The ATK of " Laugh Maker " returns to normal at the end of the Battle Phase and Yuya ends his turn . Aster angrily asks why Yuya is smiling , and Yuya replies that it was a turning point and he asks if these breakthrough tactics are fun . Aster snaps that he told Yuya that Dueling was not for fun , but the power to decide victory or defeat . Yuya replies that it ' s not about the result , he wants them to understand one another through Dueling . He ' s sure that they can stop this conflict ; Dueling isn ' t a tool for fighting , but its purpose is to make people smile . Aster thinks that he won ' t accept it , and he remembers attacking Yusho directly again with " Dystopia " , injuring Yusho ' s leg . He told Yusho to accept that the teachings of Duel Academy were correct and urged him to counterattack if he was frustrated . Yusho replied that a Duel where they only counterattacked would be dull , and Aster asked what he meant . Yusho asked if it wasn ' t obvious ; he had a plan to make Aster enjoy this , since Dueling was supposed to be fun , wasn ' t it ? Aster seemed honestly confused by the concept , and Yusho asked in concern if Aster didn ' t know about Dueling for fun . Aster asked what Yusho meant , as Dueling is power to polish yourself , better your skills and win ; these were the teachings of Duel Academy and the Professor . Yusho smiled and he scoffed at Leo in exasperation , before declaring that they should have some fun and activating " Smile World " . He told Aster to smile ; if Duel Academy could change and smile with him then he would forgive them . Aster asked what this forgiveness nonsense was , and Yusho , despite a glance at his injured leg , replied that forgiveness was the way to end conflict . He Summoned " Performapal Sky Magician " and ascended into the air with it , telling Aster to spread smiles through Dueling ; Dueling has the power to make people smile , so spread smiles for everyone ' s future . " Sky Magician " hurled a ring into the sky , causing fireworks to start , and Yusho urged Aster to stop these pointless conflicts with him and to have fun . Aster beheld the spectacle in utter shock . Aster declares that Yusho condemned the action of Duel Academy as cruel and claimed that he would forgive them if they could smile , something that he claimed was they only way to stop this war . Yuya whispers , " Father . . . " and Yuto asks , " Forgive Duel Academy ? " Aster rebuffs the idea of Dueling being fun and he claims that he can ' t accept Yusho Sakaki ' s Dueling ; he only believes in the Dueling of Duel Academy . He declares his turn and draws , then he attacks " Luaghmaker " with the " Dystopia BLow " attack of " Dystopia " . Yuya tries to run for an Action Card again , but Aster jerks the strand of " Chain Deathmatch " and holds Yuya in place , and " Laugh Maker " is destroyed . Yuya screams as he is yanked ot the side and hits the ground , his LP falling to 100 . Grace laments that she thought " Laugh Maker " was Yuya ' s comeback , but it was destroyed so quickly . Gloria declares that Yuya is on the edge of a cliff . Mamoru thinks in horror that he ' s also on the edge and has to think about what to do with himself . Aster Set s a card and he ends his turn , asking Yuya if he ' s frustrated and encouraging him to counterattack if he is . Yuya gets to his feet and refuses to Duel by counterattacking when he ' s attacked ; if he does , then the conflict will never end . Yuto is shocked that Yuya is still insisting on this , and Yuya confirms to himself what his father was thinking - the fun has only just begun . He declares his turn and he draws his own " Smile World " , and he smiles that he knew it ; he and his father feel the same way . Spotlights snap on Yuya , and he declares " LADIES AND GENTLEMEN ! " Grace and Mamoru both clap , the latter stopping after Gloria shoots him a look , and he admits that he can ' t get carried away and decides to call in for reinforcements just in case . Aster angrily asks if Yuya is going to act the same as his father did , and Yuya declares that first he ' ll change the Pendulum Zone . Targeting " Timegazer Magician " , he activates the Spell Card " Scale Up " , increasing its Pendulum Scale by 2 until the End Phase , from 8 to Scale 10 as Aster observes . " Timegazer " and " Performapal Trump Witch " rise in the new Scale as Yuya explains that this will allow him to simultaneously Summon monsters from Level s 5 to 9 . He chants , " Swing , pendulum of the soul ! Draw an arc of light across the aether ! " Aster asks if Yuya is Pendulum Summoning again , and Yuya replies that he is ; he will reach Aster , who is swinging like a pendulum , through this Duel , and he bows and suggests that they enjoy this . Aster screams that his heart isn ' t swinging . Yuya declares a Pendulum Summon and he tells his monsters to come back to him ; " Dag Daggerman " , " Odd - Eyes Pendulum Dragon " and " Laugh Maker " . Grace realizes that Yuya increases his Pendulum Scale in order to bring back " Laugh Maker " , something that Aster didn ' t plan for . Aster asks Yuya when he ' s going to stop this nonsense , and Yuya replies that they can get along without all this harassment and he tells Aster that he ' ll give him something . Yuya activates the Spell Card , " Performance Exchange " , targeting a " Performapal " he controls and giving control of all other monsters Yuya controls that have lower Levels . Aster is quite surprised , and Yuya targets " Laugh Maker " , giving Aster control of " Dag Daggerman " and " Odd - Eyes Pendulum Dragon " . Aster asks Yuya what is going on ( Dag Daggerman attempts to greet " Dystopia " , but is ignored and sweatdrops as a result ) . Yuya replies that watching what happens is part of the fun . Aster tells Yuya to stop screwing around , and Yuya tells him not to be a grump ; since things are getting lively , he will cast a spell that brings smiles to everyone . He activates " Smile World " , much to Aster ' s anger , and the colorful faces fill the field . Mamoru , seeing it for the first time , is quite impressed , and Grace cheers that she feels so happy whenever she sees this , much to Gloria ' s irritation . Aster scowls , and Yuya explains that the effect of " Smile World " will increase the ATK of all monsters on the field by 100 for each monster on the field ; with four monsters , they all gain 400 ATK . " Dag Daggerman " , " Dystopia " and " Odd - Eyes " rise to 2400 , 3400 and 2900 respectively , while " Laugh Maker " also rises to 2900 . Aster seethes that he will not lose to , nor be tricked by this smile nonsense . Yuya muses that that ' s strange ; when you ' re surrounded by smiles you ' re supposed to be more lively ; like this . Yuya reminds him that the effect of " Laugh Maker " will increase its ATK by 1000 for each monster that gained ATK . Aster gasps in horror that there are four as all of his monsters begin laughing , sending out pulses that increase the ATK of " Laugh Maker " to 6900 as " Laugh Maker " chuckles . Grace gasps that " Laugh Maker " has 6900 ATK , and Mamoru claims that even the Commander - in - Chief can ' t beat this . Gloria tells him not to be stupid , since this is the perfect time for the " Urban Demise " combo . Indeed , Aster activates the effect of " Dystopia " since the effect of " Smile World " caused its ATK to change , destroying " Laugh Maker " . Yuya runs along the platforms again , hunting for an Action Card , and Aster grabs the strand of " Chain Deathmatch " and he reiterates that he won ' t let Yuya get an Action Card . But Yuya bends the strand over the edge of one of the platforms and he laughs as he swings from it like a trapeze . Aster snaps that it ' s in the way and he activates the effect of " Chain Deathmatch " , discarding a card to destroy it . The mesh fence surrounding them dissolves , as does the chain just before Yuya can reach an Action Card . " Laugh Maker " is destroyed , and Yuya hops down the platforms and rolls to a stop on the ground at the bottom of the building . Aster holds up the Action Card and he comments that it ' s too bad . He remembers Yusho and " Sky Magician " , Yusho laughing and calling for more laughter and more fun . Yuya runs away from the building , and Aster asks him why he doesn ' t just give up , and he and his monsters leap down the platforms to Yuya . Aster claims that Yuya has no chance to win since " Laugh Maker " was destroyed and he tells Yuya to admit that he ' s lost and surrender . Yuya replies that he will after Aster has enjoyed this attraction , and Aster asks if Yuya is still on about that . Yuya replies that this is " Smile World " ; it won ' t end until everyone smiles . Since the " Smile World " powered - up " Laugh Maker " was destroyed , Yuya can Special Summon a monster from his Graveyard . Aster is surprised by this effect , and Yuya declares that he ' s Special Summoning " Brave - Eyes Pendulum Dragon " ; which when Special Summoned will reduce the ATK of all monsters his opponent controls to zero . He chants , " Come back ! The courageous dragon ! Brave - Eyes Pendulum Dragon ! " Aster muses that Yuya brought back a Fusion Monster from the Graveyard , and Yuya replies that in order to talk to someone from the Fusion Dimension , he needs his Fusion Monster . Aster asks , " Talk to me ? " and Yuya explains that when " Brave - Eyes " is Summoned , it gains 100 ATK for every monster whose ATK was reduced to zero . " Brave - Eyes " gains 300 ATK , rising to 3300 ATK , and Yuya attacks " Dystopia " with " Brave - Eyes Pendulum Dragon " . Grace comments that Yuya will win if this hits , and Gloria observes that " Dystopia " can only use its effect once per turn , so the " Urban Demise " combo won ' t work . Aster closes his eyes and he remembers " Dystopia " clashing with " Sky Magician " , and Yusho told him that a Duel was a conversation ; if Aster opened his heart he would enjoy it more . Opening his eyes , Aster activates the effect of " Urban Demise " , increasing the ATK of " Dystopia " by 100 . Then he activates another Trap Card , " D - Soul " , banishing a " Destiny HERO " from his Graveyard , " Destiny HERO - Drilldark " , and increasing the ATK of " Dystopia " by that of the banished monster , to 1700 . Mamoru notes that it ' s only 1700 , and Aster declares that if Yuya is going to speak to him using a Fusion Monster , then Aster will speak using the Lancers ' card ; the Action Spell " Double Attack ( Action Card ) " , doubling the ATK of a monster until the end of the Battle Phase . " Dystopia " rises to 3400 ATK , impressing " Mamoru " . Yuya flees and Aster watches him in bewilderment as he remembers Yusho telling him that he wanted them to understand one another through Dueling ; both Aster and Leo Akaba . " Dystopia " draws back its fist and " Brave - Eyes " charges up a blast - and Yuya trips , and he somersaults . Aster laughs that that ' s as far as Yuya can go , but Yuya comes up with an Action Spell , " Miracle Fire " , gaining the effect of an Action Card used this turn . He copies " Double Attack ( Action Card ) " , and " Brave - Eyes " is surrounded in fire as it draws back its head and roars , rising to 6600 ATK . Yuya declares that it ' s the finale , and he suggests that they end this magnificently with " Flaming Mega Smile Burst " . " Brave - Eyes " blasts a blue plume of fire at Aster , who gasps , but then closes his eyes and accepts defeat as the flames ricochet off him and explode as smiling fireworks in the sky . Grace calls it pretty as Gloria and Mamoru look on . Aster lies on the ground with his forearm over his eyes , and his LP falls to zero as he laments that he lost , he lost to Dueltaining again . But even so , Aster smiles , and the sun shines through the clouds as " Crossover " dissipates . Grace cheers that Yuya did it and that was amazing before hugging Gloria , and Mamoru is relieved that his position is safe . Gloria asks if this is really the time and she protests that they keep losing to the Lancers and worries what will happen should the Professor find out . Mamoru coughs and smirks as he reassures her that he already called in reinforcements . Jeeps arrive and Duel Academy students leap out and surround Yuya and Aster . Featured Duel : Yuya Sakaki vs . Aster Phoenix . Turn 5 : Aster " Destiny HERO - Dystopia " has just attack ed Yuya directly . Yuya finds and activate s the Action Card " Evasion " , negating the attack . Turn 6 : Yuya Yuya Pendulum Summon s " Performapal Dag Daggerman " ( 2000 / 600 ) and " Odd - Eyes Pendulum Dragon " ( 2500 / 2000 ) from his Extra Deck in Attack Position . Yuya Tribute s them to Tribute Summon " Performapal Laugh Maker " ( 2500 / 2000 ) . " Laugh Maker " attacks " Dystopia " . As Yuya declare d an attack , Aster activates the effect of " Urban Demise " , increasing the ATK of a " Destiny HERO " monster he controls by 100 ( Dystopia : 2900 → 3000 ) . As a monster on the field gained ATK , the effect of " Laugh Maker " activates , increasing its ATK by 1000 for each monster until the end of this turn ' s Battle Phase ( Laugh Maker : 2500 → 3500 ) . As the ATK or DEF of " Dystopia " changed , its effect activates , letting Aster destroy a card on the field . Aster selects " Laugh Maker " . As a " Performapal " monster Yuya controls would be destroyed by a card effect , Yuya activates his face - down " Performing Pal ' s Counterstrike " , which negates the effect of " Dystopia " and destroys a monster Aster controls . Yuya selects " Dystopia " . Aster activates the effect of " Delay Armor " , send ing it to the Graveyard to prevent " Dystopia " from being destroyed by battle or card effects this turn . The attack continues ( Aster : 3600 → 3100 LP ) . Turn 7 : Aster " Dystopia " attacks and destroys " Laugh Maker " ( Yuya : 600 → 100 LP ) . Aster Sets a card . Turn 8 : Yuya Yuya draws " Smile World " . Yuya activates " Scale Up " to increase the Pendulum Scale of a card in his Pendulum Zone by 2 until the End Phase . He selects " Timegazer Magician " ( " Timegazer " : 8 → 10 ) . Yuya Pendulum Summons " Daggerman " ( 2000 / 600 ) , " Odd - Eyes " ( 2500 / 2000 ) and " Laugh Maker " ( 2500 / 2000 ) from his Extra Deck , all in Attack Position . He then activates " Performance Exchange " , which lets him target a " Performapal " monster he controls and give control of all monsters he controls to his opponent that have a lower Level than the targeted monster . He targets " Laugh Maker " , so he gives control of " Odd - Eyes " and " Daggerman " to Aster . Yuya activates " Smile World " , increasing the ATK of all face - up monsters on the field by 100 for each face - up monster on either player ' s field ( Daggerman : 2000 → 2400 , Dystopia : 3000 → 3400 , Odd - Eyes : 2500 → 2900 , Laugh Maker : 2500 → 2900 ) . As a monster on the field gained ATK , the effect of " Laugh Maker " activates , increasing its ATK for 1000 by each monster until the end of this turn ' s Battle Phase ( Laugh Maker : 2900 → 6900 ) . As the ATK or DEF of " Dystopia " changed , its effect activates , letting Aster destroy a card on the field . Yuya finds an Action Card and tries to catch it , but Aster activates the effect of " Steel Cage Match " to send a card from his hand to the Graveyard to destroy it . Aster sends " D - Pressure " and the destruction makes Yuya fall , which allows Aster to catch the flying Action Card instead . " Laugh Maker " is destroyed , with its last effect letting Yuya Special Summon a monster in his Graveyard . Yuya Special Summons " Brave - Eyes Pendulum Dragon " ( 3000 / 2000 ) in Attack Position . As " Brave - Eyes " was Special Summoned , its effect activates , reducing the ATK of all other monsters on the field to 0 until the End Phase ( Daggerman : 2400 → 0 , Dystopia : 3400 → 0 , Odd - Eyes : 2900 → 0 ) , while " Brave - Eyes " gains 100 ATK for each monster affected by its effect ( Brave - Eyes : 3000 → 3300 ) . " Brave - Eyes " attacks " Dystopia " , which Aster activating the effect of " Urban Demise " to increase the ATK of a " Destiny HERO " monster he controls by 100 ( Dystopia : 0 → 100 ) . Aster activates his face - down " D - Soul " , which lets him banish a " Destiny HERO " monster from his Graveyard to increase the ATK of a " Destiny HERO " monster he controls equal to the banished monster ' s . He banishes " Destiny HERO - Drilldark " and targets " Dystopia " ( " Dystopia " : 100 → 1700 ) . Aster activates the Action Card " Double Attack ( Action Card ) " , doubling the ATK of " Dystopia " ( Dystopia : 1700 → 3400 ) . Yuya finds and activates the Action Card " Miracle Fire " , copying the effect of " Double Attack ( Action Card ) " and doubling the ATK of " Brave - Eyes " ( Brave - Eyes : 3300 → 6600 ) . " Dystopia " is destroyed ( Aster : 3100 → 0 LP ) . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .