Yu - Gi - Oh ! 5D ' s - Episode 049 " Mark of the Monkey , Part 3 " , known as " The King that Rules over Minus , the Demonic Monkey King Zeman " in the Japanese version , is the forty - ninth episode of the " Yu - Gi - Oh ! 5D ' s " anime . It first aired in Japan on March 11 , 2009 and in the United States on August 27 , 2009 . Summary . Satellite . Yusei says that a Field Spell has been activated , and now all the conditions required to summon an Earthbound Immortal have been set . Trudge yells Leo ' s name worriedly . Devack explains that due to the effect of the field spell " Closed Forest " , " Zeman the Ape King " increases its ATK for every monster in his graveyard . He further explains that he currently has five monsters in his graveyard ( Zeman then powers up as its ATK rises to 3000 ) . Leo is shocked to see it has an ATK of 3000 . ( In the dub , Leo says , " I don ' t suppose a banana would solve this . " ) Back in the spirit world . Regulus is growling ( he also has wounds ) . Luna tells Regulus that he fought all on his own , until he got hurt so badly . Luna continues and tells him to please don ' t be afraid , and that they ' re not going to hurt him . Regulus get ' s mad and roars , baring his fangs . This causes Luna to scream and run behind Torunka . Torunka tells Regulus to stop , and that this child ( Luna ) has come all the way from another world to save Ancient Fairy Dragon . Regulus narrows his eyes and asks what was that . Luna says Torunka is right and for Regulus to relax . This makes Regulus angry , and he tries to pounce on them saying " Don ' t you dare toy with me ! " . Torunka says he knew it would be impossible , and that they should flee for now . Luna however tells Regulus to please believe her , and that she made a promise with Ancient Fairy Dragon that she would protect the spirit world . Regulus get ' s a bit angry and says so he was right , and so she is trying to capture him and misuse the power of " Ancient Fairy Dragon " power . ( In the dub , Regulus mishears " find " with " fight " . ) Luna looks a bit confused , but Torunka says to her that he get ' s the feeling that they aren ' t talking about the same thing . Luna spots something on Regulus ' s leg , and tells Torunka to look . Torunka realizes It ' s a Cursed Needle , and since It ' s turned into Minus . Luna finishes saying Regulus has been hearing what they ' ve said as the opposite . Torunka face - palms and says what a mess , and so that was the cause of Regulus ' s disturbance . They then turn back to Regulus , who calls Luna a foul villain defiling the spirit world , and that he won ' t let her have her way . Luna steps a bit closer and says he ' s got it all wrong , and that she is not his enemy . The Cursed Needle on Regulus ' s leg changes what he hears Luna say . He hears her say " Yes Regulus , we shall rule the spirit world ! " . Regulus growls and tries to pounce on them again , as they quickly run , which Regulus pursues them . As they run Luna says Torunka is a Spellcaster - Type , and asks if he can do something . Torunka says that ' s not possible , as he is unable to do magic while a child . Luna asks what they should do . Torunka says to wait , and says he might have a good idea . He says that Regulus hears what one says as the opposite , so then ( after saying this he stops , and so does Luna , followed by Regulus ) . Torunka says to Regulus that he hates his guts , and goes on to say he is stupid , an ugly lion , a cowardly lion . Regulus however growls and runs towards him , causing Torunka to yell and run behind Luna . Regulus then stops and says if they expect such flippant flattery to work on him . Torunka says it didn ' t work , while Luna wonders what meaning Regulus heard . Luna then looks at the Cursed Needle on Regulus ' s leg , and thinks if they could somehow get the Cursed Needle back to normal . As Regulus continues to growl , he stops and turns his head , having sensed / heard something , and says something is coming . Luna and Torunka hide behind a log . Four monkeys than appear , surrounding him , to which Regulus simply says " You guys again ? " . One of the monkeys says they found him at last , while another says by the order of Zeman , they ' re catching him this time . The monkeys begin to walk closer to him , while Luna and Torunka watch from behind the log . One of the monkeys turns the clock on his Minus staff , sideways , and then points his staff at Regulus saying to turn him into Minus . The other monkey says for him to quit that and calls him a twit , and reminds him saying there is a Minus Cursed Needle on Regulus ' s leg . The other monkey realizes his mistake and says he ' s right , and says it would place Minus in contact with one another , thus turning it all into powerful Plus Energy . The monkeys turn their attention back to Regulus , who is charging at them baring his fangs . They immediately get out of the way , as Regulus runs past them , and past a few logs . The monkeys then go after him , while Luna and Torunka come out of hiding . After Luna says what the monkey said about the Minus and plus energy , she jumps over the log and runs in the direction Regulus and the monkeys went , followed by Torunka telling her to wait for him . The screen pans over further ahead where the monkeys are . One of them says they lost sight of Regulus , but another says he can ' t be far enough yet , and says for them to split up and search , which the others nodd in agreement and split up . One of the monkeys , who is searching for Regulus stops when he sees something come out from behind a tree ahead . Luna taunts the monkey and dares him to catch her . The monkey recognizes she is the girl that was in the town of Schwank , and asks what she is doing here , and then shortly runs after her . Luna then signals Torunka now , who is still behind the tree , and she runs . Torunka then turns the clock on the Cursed Needle that is attached to the tree sideways , and then comes out from behind the tree and runs . As the monkey is about to go after them , everything turns upside down in his view and he flys upwards into the tree , dropping his staff which Luna catches . Luna says if they just use this , while Torunka says this was a smashing success , and they take off . Meanwhile , Regulus finishes walking across a log that is hanging over a river stream . He thinks they lost his trail . He narrows his eyes in alert however , when he sees Luna and Torunka coming towards him . Luna calls out Regulus ' s name , which only makes him growl . Luna then turns the clock on the staff she is holding sideways , and get ' s on the log , followed by Torunka and they slowly walk towards Regulus . Luna tells Regulus to please listen to her true voice and asks for them to rescue Ancient Fairy Dragon together . Regulus warns her to stay back , and that if she comes any closer she will not be spared . Luna then says something , but the Cursed Needle on Regulus ' s leg changes what he hears her say . He hears her say " I am one of the good guys and I want to save Ancient Fairy Dragon from Zeman ' s curse ! " . Regulus has enough , and jumps , preparing to pounce on them . Torunka says Luna ' s name scared . As soon as Regulus is close enough , she holds the Cursed Needle and it touches the Cursed Needle on Regulus ' s leg . This causes a white flash to occur . As this happens both clocks on the Needles turn upwards . Right after , it produces a small explosion which destroys the log they ' re on , and causes them all to fall in the river current . Back in the real world with Leo . Devack says battle , and " Zeman the Ape King " attacks " Power Tool Dragon " with its " Cursed Flare " attack ( the attack is a red / pink colored beam ) . Leo activates Power Tool Dragons effect , and sends " Break ! Draw ! " to the Graveyard to prevent " Power Tool Dragon " from being destroyed . Devack however says that the damage calculations will still be applied . Leo ' s Life Points drop to 2500 . Leo begins to yell out in pain from parts of the beam hitting him , but it then subsides causing him to look up , and widen his eyes in shock ( Power Tool Dragon is in - front of him and shielding him from the attack ) . Leo says " Power Tool Dragon " is protecting him . Trudge says Leo ' s name worriedly . Leo then says " I ' ll protect you too . . . Luna ! " ( as he says Luna ' s name , he yells it , while his head is slightly upward ) . Back in the spirit world . As the three are going downstream , Torunka is scared and says Luna ' s name , to which Luna who is scared as well holds onto Torunka . As she does , she hears Leo yelling her name , and realizes that Leo is fighting on . Luna then turns to Regulus and calls out his name , with her sleeve up . Regulus gasps when he spots the Mark of the Dragon on Luna ' s arm , and realizes that is the sign of the Signer . Torunka realizes they ' re heading to a waterfall , while Luna calls out Regulus ' s name . Regulus swims over and holds onto the back of their shirts with his fangs . They then shortly fall off the river , but Luna turns the clock on the staff sideways , forcing time to stop , and as a result , causes them to fly back up the river stream . Regulus is then shown getting out of the river stream and carrying Luna and Torunka on his back . Once he sets them down , Torunka and Luna pant , tired and out of breath . After a few seconds Torunka says he thought he was a goner , while Luna asks if Regulus is okay . Regulus says they finally meet , causing them to look at him as he walks in - front of them , and sits down facing them . Regulus then continues saying " Young Signer maiden , I have waited here for the moment when you would come to this world . " Luna smiles , realizing he believes her , and says his name . Back in the real world with Leo . Leo ' s leg are shaking , and he is breathing hard . Yusei says Leo ' s name worried , and Trudge asks if he ' s okay . Leo turns to Power Tool dragon and asks if its doing okay , to which it nods its head . Leo smiles , but then turns back to Devack , who says " You held out , it seems . " Devack then Set s 2 cards in his Spell & Trap Card Zone and ends his turn . Leo says the real fight starts now , and begins his turn and draws " Respect Synchron " , and puts it in his hand . Leo starts to think he needs to get a card that can beat " Zeman the Ape King " . He then activates the effect of " Power Tool Dragon " , which adds a random equip spell to his hand . As he puts his hand on the random card slightly sticking out of the deck , he silently prays for this card to please be the one , and draws it . Leo is happy he drew what he hoped for . He then equips Power Tool Dragon with the equip spell " Megamorph " , and says to Devack hows that for him , and says now the ATK of " Power Tool Dragon " doubled , but stops when he realizes that the ATK of " Power Tool Dragon " are still at 2300 . Leo says It ' s attack power didn ' t change , and wonders what happened . Devack then calls him an ignorant fool . He explains to Leo that " Megamorph " is a card that doubles the attack points of the monster it is equipped to , when Leo ' s Life Points are lower than his , and goes on to say but right now , their Life Points are even , therefore the effect doesn ' t activate . Leo panics as a few tears quickly appear in his eyes , and says darn , and that it was supposed to be his big game - breaking combo , and that he ' s all out of options now . Devack says that it would seem fate will not smile easily on someone who is not a Signer after all . Yusei than calls out Leo ' s name , which causes Leo to face him . Yusei tells Leo " Don ' t forget , that the cards you poured your faith and wishes into are in that deck of yours , if you believe in your cards , they will answer back , just believe , the cards you took care of won ' t betray you ! " . Leo says Yusei ' s name and then looks back at his cards in his hand which contains " Respect Synchron " , " Gadget Hauler " , " Pot of Avarice " and " Urgent Tuning " . Leo widens his eyes in realization as he remembers that Power Tool Dragon can negate being destroyed as long as he sends an equip card equipped to it , to the graveyard . Leo switches Power Tool Dragon to Defense Mode , which it has 2500 defense points ( as Power Tool Dragon is switched to defense mode , it turns blue ) . Leo then ends his turn . Devack says to think , maintaining a defense in a Shadow Duel , and says such foolishness . Leo however stays calm , and says he ' ll trust in his cards , and wait for his chance , just like Yusei said . Back in the spirit world . Luna says so that the one that called her to the spirit world was Regulus . Regulus says yes , and that Ancient Fairy Dragon told him about her . He further explains that he used all his available power while continuing to fight , and cast a spell to lead Luna here to the spirit world . He then humbly asks them to forgive him , albeit deceived by the curse , to think that he had thought they were his enemy . Torunka says honestly he thought Regulus was going to gobble them up , and then slightly turns his head and crosses his arms . Luna turns to him and says nicely that that ' s enough , and that when they fell down that waterfall back there , Regulus protected them . Luna turns to Regulus and thanks him . She then says that next on the agenda is saving Ancient Fairy Dragon . Regulus get ' s up and says Ancient Fairy Dragon was sealed up into a crag , by Zemans curse . He further says that if they can infiltrate Zeman ' s castle , and defeat Zeman , the Minus Curse will be lifted and those turned to Minus might return to normal . He then tells them to get on his back , which Luna says Torunka ' s name and they get on Regulus ' s back . He then tells them to hold on tight , and shortly takes off . In Zeman ' s lair . Lightning strikes outside his layer , and then Zeman is revealed ( though not entirely ) . Monkeys are then shown kneeling before him . Zeman then says " O Sky of the spirit world , now is the time for you to flow through the earth ! I am the great ruler Zeman ! All in this world shall be Minusized and become mine ! " After he says this , a white / blue light shoots out of the pit / screen in the middle of the room . As this happens , the spirits who are on the wall in tablets become entirely Minusized , as their tablets turn white / blue . Outside Zeman ' s lair . The White / blue beam of light is flying outside Zeman ' s layer and is flying upwards , which causes the sky to spin . Meanwhile Regulus and the others stop as they see the blue lightning . Luna asks Regulus what ' s wrong , to which he tells her to look up . Dark clouds surround the sun . Luna says the sun looks strange ( while Luna is saying this , it get ' s darker and darker ) . After a second , Torunka notices something forming in - front of the sun , and asks what is it . After it is fully formed , it is shown to be a Cursed Needle staff blocking the sun . As the screen pans closer on it , the clock part of it can be seen turning . Luna and Torunka then get off Regulus , and Luna wonders what ' s happening . After saying this , she notices that all the trees , and plants are disappearing , further more they notice a mountain behind them with plants that are disappearing . Regulus turns back around and says that this grand nature is trying to return to the primordial world . Luna says this is terrible , and at this rate the spirits won ' t have a place to come back to . Torunka then yells , causing Luna and Regulus to turn to him . Luna asks what happened , and that his cloths have gotten all baggy . Torunka however says no , and that his body has gotten smaller again . Luna then notices that her clothes have become a size too big for her ; it seems this new Minus Curse is affecting humans as well , albeit much slower . Torunka continues saying if this keeps up , her and him will become babies , and then poof , disappear . Luna says no way , while Regulus says they haven ' t a moment to lose then . He says that they have to defeat Zeman while they can still fight , and tells Luna to let ' s make haste . Luna agrees , and they get back on Regulus , who shortly takes off again . Luna then prays for Leo to give her the strength , to fight Zeman . Back in the real world with Leo . Devack begins his turn , and draws . He has " Zeman the Ape King " attack " Power Tool Dragon " with Cursed Flare . Leo tells him to bring it on if he wants , and not only is " Power Tool Dragon " in Defense Mode , but It ' s equip card will help shield it , so he won ' t take any damage . Devack however says " Useless . " He then activates the continues trap card " Roaring Earth " . He explains that when a beast type monster attacks a defense position monster , it will inflict piercing damage . " Zeman " then attacks , while Leo sends " Megamorph " to the Graveyard and his Life Points drop to 2000 as he takes some real damage . Leo tells Devack that Power Tool Dragon won ' t be destroyed as long as he sends an equip spell from his monster . Leo gasps in shock as chunks fall off " Power Tool Dragon " and it let ' s out a roar of pain . Leo says Power Tool Dragon is getting hurt , and wonders why . Devack explains " When you receive the effect of " Roaring Earth " , one monster on your field decreases in Attack and Defense power by 300 points ( Power Tool Dragon lowers itself a bit , and then its ATK goes down to 2000 ) . Devack sets a card in the Spell & Trap Card Zone , and ends his turn . Devack then says how pathetic , and that Leo remains on the field , while he and his monster make an unsightly exibition of themselves . Leo looks at the beaten up Power Tool Dragon and smiles thanking him , and says he took so much punishment protecting him . Leo turns back to Devack determinedly , and states he doesn ' t care how banged up he looks , he will protect Luna . Back in the spirit world outside Zeman ' s lair . Luna and the others are outside Zeman ' s layer , and Luna says so that ' s were Zeman is . Torunka says security looks pretty tight . Regulus agrees , and says if they approach this without a plan , they will most likely get caught where they stand . Luna asks what they should do then . Regulus tells her that there is only one way to infiltrate the castle . In Zeman ' s lair . Zeman asks if Regulus was finally caught . The monkey kneeling before him says yes . Zeman tells him well done , and now all they need is Regulus to completely Minusize Ancient Fairy Dragon . The monkey however says it was not the capture units that captured him . Zeman asks who was it then . The monkey responds saying it was someone called the " Traveling Magician " . The doors then open , and Luna , and Torunka ( who ' re in disguise ) walk in , along with a cage that has Regulus in it , that some monkeys are pushing . Once they get near the middle of the room , Luna and Torunka kneel , and Luna says " Great Monkey King Zeman - sama , it is a great honer to meet you . " Torunka says near the same thing , but stutters a bit . Zeman tells Luna to raise her head , which she does . She thinks to herself , that this person she is staring at is Zeman . Luna quietly gasps when she hears Kuribon ' s voice , and turns to see the wall of captured spirits ( who ' re in the tablets ) . Luna then says Kuribons name , followed by Sunny Pixie ( not added in the dub ) , and Sunlight Unicorn , and says she is going to save them , and not to worry . Zeman then says from what he has heard , she is the Traveling Magician . Luna says yes , while Torunka says he is her assistant . Zeman then asks Luna how she was able to capture Regulus , who could not be captured by his units , despite their best efforts . Luna takes out a staff , which is the Cursed Needle in disguise , which makes Zeman curious . Luna than says / chants " O power to control all spirits . . . come to rest in my hand , awaken ! " . Regulus , who is in the cage wakes up , and get ' s up and growls , scaring the monkey soldiers . Luna then says " Be quelled ! " Regulus instantly calms down , goes back to sleep . Zeman then says that she controls him quite easily . Torunka then says yes , and that Magician - sama ' s spells will control any violent spirit . Zeman however says that is highly dubious , and if Luna really does use magic . Luna asks if he still doubts her and continues saying if she should sick Regulus on his soldiers ( as she points the disguised staff at his soldiers , they get scared and don ' t want her to do it ) . Zeman says no , and that she shouldn ' t , and says getting Regulus was good enough , and says to hurry up and Minusize him . With a signal of his hand , the monkeys surround the cage Regulus is in . Luna however tells Zeman to wait . Zeman asks what is it . Luna goes on to say that if he insists on casting the Minus Curse , then the spell she spent the trouble casting on would be lifted , and if that happens , Regulus will go berserk once again . Zeman asks what she proposes they do then , and he says there is no point in simply showing him some tricks Regulus can do in a cage . Luna says if she may be so blunt , might one assume that Zeman doesn ' t know of the way to Minusize Regulus . Zeman asks what she means . Luna says he is familiar with the fact that Regulus is Ancient Fairy Dragon ' s servant is he not . Zeman says of course he knows , and sealing Ancient Fairy Dragon in that crag was well and good , but he has been in great straits over not being able to completely Minusize it . Luna says in that case she can get straight to the point , and says if he simultaneously cast the curse whilst unsealing Ancient Fairy Dragon , he can Minusize both , making them his own . Zeman is a bit surprised to hear her asking him to unseal Ancient Fairy Dragon . Luna answers and says there is no other way . Zeman narrows his eyes at her , while Luna keeps the same stare . Torunka shifts uncomfortably at the stares they give each other . Zeman says very well , and that he shall trust what Luna says . Torunka says they did it , which Luna whispers for him to be quiet . Zeman than get ' s up and says " Come forth to me , Ancient Fairy Dragon ! " As he points his staff at the pit / screen , a yellow light flys out . When the light clears , the crag where Ancient Fairy dragon is sealed up , is revealed in the pit / screen . Luna and Torunka then walk over to get a better view . Luna then says Ancient Fairy Dragon ' s name . ( In the dub , the says in her mind that she ' s gonna save Ancient Fairy Dragon , or get petrified trying . ) Featured Duel : Leo vs . Devack . Turn 6 : Devack Devack has just activated " Closed Forest " and there are currently five monsters in Devack ' s Graveyard ( " Zeman the Ape King " : 2500 → 3000 / 1800 ) . " Zeman the Ape King " attacks " Power Tool Dragon " , but Leo sends " Break ! Draw ! " to the Graveyard to prevent " Power Tool Dragon " from being destroyed in battle ( Leo 3200 → 2500 ) . Devack Sets two cards . Turn 7 : Leo Leo draws " Respect Synchron " . He then activates the effect of " Power Tool Dragon " to add a random Equip Spell Card from his Deck to his hand ( " Megamorph " ) . Leo then equips " Megamorph " to " Power Tool Dragon " , intending to use it to double the ATK of " Power Tool Dragon " . However " Megamorph " has no effect as both players ' Life Points are currently equal . Leo ' s hand contains " Respect Synchron " , " Gadget Hauler " , " Pot of Avarice " , and " Urgent Tuning " . Leo switches " Power Tool Dragon to Defense Position ( 2300 / 2500 ) . Turn 8 : Devack Devack draws . " Zeman the Ape King " attacks " Power Tool Dragon " . Devack then activates his face - down " Roaring Earth " , which allows his monsters to inflict piercing damage . Leo sends " Megamorph " to the Graveyard to prevent " Power Tool Dragon " from being destroyed in battle , however " Zeman the Ape King " then inflicts piercing damage to Leo ( Leo 2500 → 2000 ) . " Roaring Earth " then reduces the ATK and DEF of " Power Tool Dragon " by 300 ( Power Tool Dragon : 2300 → 2000 / 2500 → 2200 ) . Devack Sets a card . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .