Yu - Gi - Oh ! 5D ' s - Episode 038 " Digging Deeper , Part 2 " , known as " Resurrected Soul : The New Geoglyph Ablaze " in the Japanese version , is the thirty - eighth episode of the " Yu - Gi - Oh ! 5D ' s " anime . It first aired in Japan on December 17 , 2008 and in the United States on August 13 , 2009 . Summary . Transformation . As Carly falls many stories from the Arcadia Movement building , flashes of time she spent with Jack flash before her eyes . She calls out his name , before crashing through the roof of a building below and penetrating into the ground . Looking down Sayer calls her a foolish woman and laughs out loud . Down below Carly and her cards begin to glow , causing earthquake tremors . Sayer ceases laughing , while elsewhere other characters display mixed reactions . The tea in Misty ' s cup trembles , as she feels the earthquake . She expels a short sigh of sudden surprise , before whispering Carly ' s name , understanding something has just happened . She prepares herself , realizing " the time has come " . Lazar shakes in panic , asking what ' s causing such tremors , while Goodwin sits nearby spellbound . At Jack ' s place , he and Mina stare at the sky flooded with dark blue clouds , both of them caught between awe and anticipation of trouble . Two purple pillars of light erupt from the ground . The pillars tear through the city streets , ripping up roads and tossing impeding cars aside , leaving a trail of purple light . Inside the Arcadia Movement building , Sayer becomes anxious . Elsewhere in the building , Luna presses against the window of Leo ' s room , fearing for his safety . Inside Tanner and Yanagi ' s cell , Tanner beats against the door , demanding a release , as the room shakes . The earthquake causes two overhanging lights to smash off each other , filling the room with falling shards of glass . The sky teems with lightning as the purple light finishes describing the shape of the Hummingbird Nazca Line throughout the city , with the Arcadia Movement building as a focal point . Sayer grabs his office phone and demands an immediate evacuation of the building . One person enters the room , semi - concealed by shadows from Sayer ' s perspective . Sayer diverts his attention to the figure approaching him . Incomprehensive of why someone would come here at a time like this , he yells at them to hurry and run . The figure only replies , " Sayer , I will make you pay . " A bolt of lightning strikes outside , illuminating the room for a split second , which is enough for Sayer to recognize the person confronting him as Carly . Carly stares at him with a zombie - like expression , with her pupils swelled . Sayer drops the phone and states the illogicality of the situation ; it ' s impossible that Carly could have survived such a fall . Carly says she ' s revived in order to send him to the grave . A Mark of the Shadows glows on her arm . She interprets the nature of the throbbing pain it gives her as it telling her to offer Sayer ' s soul as a sacrifice . Carly challenges Sayer to a Shadow Duel . Before Sayer gets to answer , Carly becomes engulfed in purple light , changing her clothes to Dark Signer robes and her Duel Disk to a more sinister looking one . Her eyes are now blackened , portraying a sense of evil . Lastly , a mark appears below her eye . She makes a malicious smile and readies her Duel Disk . Beginning of Carly ' s Shadow Duel . Sayer doesn ' t know what trick Carly used to survive , but sees Carly as a fool ignorant of her limitations , now that she ' s challenged him to a rematch . But Carly assures him this won ' t be the same as before , she ' ll send him and his ambitions to a world of darkness . Sayer says she ' s not making any sense , but accepts her challenge and tells her to savor the powers of Psychic Dueling . Sayer goes first . He Summon s " Krebons " and uses " Emergency Teleport " to Special Summon " Mind Protector " . He uses both monsters to perform a Synchro Summon . He chants " " My flames of hatred , inflamed within the abyss of my heart , become the black raging waves that overrun this world . Synchro Summon ! ' Magical Android ! ' " " , as he Synchro Summons " Magical Android " . He ends his turn and gains 600 Life Points due to the effect of " Magical Android : . Carly begins her turn and activates the Field Spell Card " Future Visions " . The room fills with a glowing pink mist . Carly says that her dueling will read Sayer ' s future . Sayer smirks and admits that he had thought she actually had something planned , but now thinks it the same old Fortune - Telling Deck as before . He tells her that he doesn ' t believe in supernatural concepts and refuses to allow his future to be controlled by anyone , fate or not . Carly challenges him to try to escape from the fate she ' s about to foretell . She Summons " Fortune Lady Light " . Due to the effect of " Future Visions " , " Light " is removed from play . " Light " gives a wave , swings her staff and teleports away . Sayer thinks that the move was pointless , but Carly uses the effect of " Light " to Special Summon " Fortune Lady Fire " from her Deck . With only 400 ATK , Sayer asks how this " runt " can stand up to " Magical Android " , who is at 2400 ATK . Carly explains the effect of " Fire " : When it is Special Summoned in Attack Position , it can destroy an opponent ' s monster and inflict damage to the opponent equal to its ATK . " Fire " sends a blast of fire from her staff , engulfing " Magical Android " in flames and destroying it . The flames continue to rush and hit Sayer as he takes the Life Point damage and gets thrown back . Sayer hits the window and bounces back onto the floor . As he stands up , he asks what this power is , noting how it ' s even greater than Psychic Dueling . Carly then attacks Sayer with " Fire " , dropping his Life Points to 1800 . Carly Set s a card in her Spell & Trap Card Zone and ends her turn . She points out that she forgot to tell him what his fortune was . With a malevolent look on her face , she tells him it was " death " . Sayer looks up in horror . Lazar and Goodwin observe the Nazca activity around the Arcadia Movement building on a screen . Both are surprised that it is happening in the city . Lazar , who is in utter panic , asks Goodwin if this means the Dark Signers are in the city . Second Dark Signer . Akiza scans through the corridors in search of Sayer . She is confronted by Misty Tredwell standing in an adjacent balcony hallway . Misty says she cannot let her go to Sayer . Akiza recognizes her . Misty sees it as an honor that Akiza knows who she is , and tells her that she too is familiar with her , the Black Rose . Misty then announces that Akiza will not escape her revenge . Akiza claims to not know what she ' s talking about , but Misty believes she ' s hiding the truth , as she expected . " Nothing he hears will make him come back now , " Misty says , but she would like Akiza to apologize at the very least . Apologize , by going to where he is and doing so . Akiza stares back in shock and asks " Who are you ? " . Misty replies , " A Dark Signer " . Akiza is unfamiliar with the term . Misty begins to make her way over to Akiza ' s balcony , explaining that they were destined to fight . By accepting this destiny , she gained the power of vengeance . She stops walking as she stands directly opposite Akiza . She turns to face her and announces that a five thousand year long seal has been unraveled . Her hair starts flowing back , as she says that all that ' s left is to fight until either her group or Akiza ' s is eliminated . Misty holds out her arm , as her Mark of the Shadows appears . Purple light appears below her and engulfs her , as she goes through the same transformation as Carly . She faces Akiza in full Dark Signer regalia , as another earthquake begins . The sky crackles with lightning once more . This time Jack is in a nearby street , on his Duel Runner . The eradicating light sketching Misty ' s Nazca Line comes up the street behind him . Jack speeds forward and pulls aside into an alley for cover . He turns into a building and speeds up a stairway , before smashing through a door onto the roof . He stops to look at the chaos caused by the light : a number of torn - up buildings and streets around the Arcadia Movement building , which is now the focal point for two Nazca glyphs , Carly ' s Hummingbird and Misty ' s Lizard . Results of the second glyph formation . Back in Goodwin ' s office , Lazar ' s panic elevates a few notches , leaving him speechless , as he and Goodwin observe the second glyph after appearing . Jack and Yusei ' s signs start glowing . Yusei dashes outdoors and sees the two Nazca Lines glowing over the city . Jack infers that someone else with a Mark of the Dragon is dueling , at the Arcadia Movement . He begins ramping his Duel Runner from rooftop to rooftop in its direction . Meanwhile a Sector Security wagon transporting Greiger is caught in the chaos caused by the glyph formations . Back in Tanner and Yanagi ' s cell , the two are recovering from the second earthquake . Tanner sees the situation as advantageous to them . Making use of the damage caused , he manages to break down the door . Now out of the cell , they go in search of Leo and Luna . Beginning of Misty ' s Shadow Duel . Misty says that she has come to crush the Arcadia Movement and leaves Akiza no choice but to accept her Duel . Although she still doesn ' t understand Misty ' s motive , Akiza accepts the challenge and collects her Duel Disk from a compartment in the wall . Feeling she belongs in the Arcadia Movement , she refuses to let Misty destroy it . Both ladies ready their Duel Disks and begin . Akiza goes first and Summons " Twilight Rose Knight " and uses its effect to Summon " Lord Poison " . Tuning both monsters and chanting " " " Chilling flames engulf the entire world . Pitch - dark flower , set into bloom . Synchro Summon ! Appear now , ' Black Rose Dragon ' ! " " , she Synchro Summon s " Black Rose Dragon " . Her Summoning " Black Rose Dragon " is proof to Misty that Akiza is a Signer . She flashes back to a time when she was rushed through hospital corridors on a stretcher , while in critical condition . She wasn ' t sure why her life was spared that day , but remembers the Lizard " Earthbound Immortal " , " Ccarayhua " leaping inside her body . Unaware what it was , she knows that it told her to kill the servant of the Crimson Dragon , Black Rose . Akiza fires 3 cards face - down into her Spell & Trap Card Zone and ends her turn . Misty activates the Field Spell Card , " Savage Colosseum " . The area transforms into a Colosseum - like setting , as the hallways are filled wth arches . She then activates " Field Barrier " , protecting it from destruction . Akiza is concerned over this . Next Misty Summons " Reptile Gorgon " and equip s it with " Attack Pheromones " and " Molting Escape " . She orders " Reptile Gorgon " to attack " Black Rose Dragon " . Akiza is surprised , as the attack is seemingly suicide , since " Black Rose Dragon " has 1000 more ATK . Misty takes 1000 damage , but " Gorgon " is protected by " Molting Escape " and gains 100 ATK . As per the from Greek Mythology , anyone who should look at one would be turned to stone . Having battled with " Reptile Gorgon " , " Black Rose Dragon " becomes petrified , turning to stone and causing its ATK to drop to 0 and preventing it from changing battle position . Misty then gains 300 Life Points due to the effect of " Savage Colosseum " . Akiza stands her ground and vows to protect the Arcadia Movement . Misty says she wouldn ' t count on that and says that even Sayer should be gone right about now . Featured Duels . Sayer vs . Carly Carmine . Turn 1 : Sayer Sayer draws " Krebons " and subsequently Normal Summon s it ( 1200 / 400 ) in Attack Position . He then activate s " Emergency Teleport " to Special Summon " Mind Protector " ( 0 / 2200 ) in Defense Position . He then tunes " Krebons " with " Mind Protector " in order to Synchro Summon " Magical Android " ( 2400 / 1700 ) in Attack Position . On Sayer ' s End Phase , the effect of " Magical Android " activates , increasing Sayer ' s Life Points by 600 for each Psychic - Type monster he control s ( Sayer 4000 → 4600 ) . Turn 2 : Carly Carly draws . She then activates " Future Visions " . Now as long as this card is face - up on the field , any monster that is Normal Summoned will be removed from play until the monster ' s controller ' s next Standby Phase . Carly then Normal Summons " Fortune Lady Light " ( ? / ? ) in Attack Position . Due to the first effect of " Fortune Lady Light " , its ATK and DEF are equal to her Level times 200 ( " Fortune Lady Light " : ? → 200 / ? → 200 ) . The effect of " Future Visions " then activates , removing from play " Fortune Lady Light " until Carly ' s next Standby Phase . The third effect of " Fortune Lady Light " then activates , allowing Carly to Special Summon " Fortune Lady Fire " from her Deck in Attack Position ( ? / ? ) . Due to the first effect of " Fortune Lady Fire " , its ATK and DEF are equal to her Level times 200 ( " Fortune Lady Fire " : ? → 400 / ? → 400 ) . The third effect of " Fortune Lady Fire " then activates , destroy ing " Magical Android " and inflicting the latter ' s ATK as damage to Sayer ( Sayer 4600 → 2200 ) . " Fortune Lady Fire " then attack s directly ( Sayer 2200 → 1800 ) . Carly Set s a card . Akiza Izinski vs . Misty Tredwell . Turn 1 : Akiza Akiza draw s " Twilight Rose Knight " and subsequently Normal Summons it ( 1000 / 1000 ) in Attack Position . She then activates the effect of " Twilight Rose Knight " to Special Summon " Lord Poison " ( 1500 / 1000 ) from her hand in Attack Position . Akiza then tunes " Lord Poison " with " Twilight Rose Knight " in order to Synchro Summon " Black Rose Dragon " ( 2400 / 1800 ) in Attack Position . Akiza Sets three cards ( " Dimension Reversion " , " Synchro Spirits " , and " Urgent Tuning " ) . Turn 2 : Misty Misty activates " Savage Colosseum " . Now if a monster attacks , the monster ' s controller will gain 300 Life Points at the end of the Damage Step . All monsters also must attack if they are able to , but if any Attack Position monsters a player controls do not attack , they will be destroyed during the End Phase . Misty then activates " Field Barrier " . Now the current Field Spell that is on the field can ' t be destroyed and no new Field Spell can be activated while the current Field Spell is face - up . Misty then Normal Summons " Reptile Gorgon " ( 1400 / 1400 ) in Attack Position . Misty equips " Reptile Gorgon " with " Attack Pheromones " and " Molting Escape " . Due to the effect of " Attack Pheromones " , if the equipped monster attacks a Defense Position monster , that monster will be switched to Attack Position at the end of the Damage Step . Due to the effects of " Molting Escape " , the equipped monster can ' t be destroyed by battle once per turn . Each time this effect is applied , the equipped monster will gain 100 ATK at the end of the Damage Step . " Reptile Gorgon " attacks " Black Rose Dragon " . Due to the first effect of " Molting Escape " , " Reptile Gorgon " is not destroyed ( Misty 4000 → 3000 ) . The second effect of " Molting Escape " activates ( " Reptile Gorgon " : 1400 → 1500 / 1400 ) . The effect of " Reptile Gorgon " activates after damage calculation , reducing the ATK of " Black Rose Dragon " to 0 ( " Black Rose Dragon " : 2400 → 0 / 1800 ) and forbidding Akiza from changing its Battle Position . The first effect of " Savage Colosseum " activates ( Misty 3000 → 3300 ) . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .