Yu-Gi-Oh! - Episode 037

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"Yugi vs. Pegasus: Match of the Millennium, Part 3"
EnglishYugi vs. Pegasus: Match of the Millennium, Part 3
Japanese name
Japanese反撃開始! マインドシャッフル
RōmajiHangeki Kaishi! Maindo Shaffuru
TranslatedCounterattack Begins! Mind Shuffle
Japanese OP"V O I C E"
Japanese ED"Energizing Shower"
English OP & ED"Yu-Gi-Oh! Theme"
Air dates
JapaneseJanuary 9, 2001
EnglishSeptember 28, 2002
Yu-Gi-Oh! episodes (season 1)
Previous"Yugi vs. Pegasus: Match of the Millennium, Part 2"
Next"Yugi vs. Pegasus: Match of the Millennium, Part 4"

"Yugi vs. Pegasus: Match of the Millennium, Part 3", known as "Counterattack Begins! Mind Shuffle" in the Japanese version, is the thirty-seventh episode of the Yu-Gi-Oh! anime. It first aired in Japan on January 9, 2001 and in the United States on September 28, 2002.


Yugi and Yami Yugi devise a plan to counter Pegasus' Millennium Eye by repeatedly switching control of Yugi's body each turn. They will not even tell each other what cards they place on the field, making Pegasus unable to figure out their strategies.

When Yugi destroys Pegasus' "Toon World" and his monsters, Pegasus decides to take the Duel up a notch by sending it to the Shadow Realm.

Meanwhile, Tristan and Bakura are cornered in the dungeon, and Bakura uses "Man-Eater Bug" to attack Pegasus's guards and sends them to the Graveyard with "Morphing Jar". Tristan realizes that Bakura is really the spirit of the Millennium Ring from previously, and Bakura reveals that he wants to use Mokuba's body for himself. He threatens Tristan, saying that if he doesn't give him up, he will kill him like he did the guards.

Featured Duel: Yami Yugi/Yugi Muto vs. Maximillion Pegasus[edit]

Duel continues from the previous episode.

Yami Yugi has 900 LP remaining and controls no cards.
Pegasus has 2000 LP remaining and controls "Toon Mermaid" (1400/1500), "Manga Ryu-Ran" (2200/2600) and "Toon Summoned Skull" (2500/1200) all in Attack Position, "Toon World", "Gorgon's Eye", and no Set cards.

Turn 15: Yugi/Yami Yugi
Yami Normal Summons "Dark Magician" (2500/2100) in Attack Position. He then activates "Magical Hats" to hide "Dark Magician" within 1 of 4 "Hats". Pegasus then tries to find out the location of "Dark Magician" by reading Yami Yugi's mind. At this point, both Yami Yugi and Yugi Muto realize that the Millennium Eye is giving Pegasus too big of an advantage. Yami Yugi decides to do a "Mind Shuffle" with Yugi in order to prevent Pegasus from knowing which cards Yami Yugi/Yugi Sets face-down.

Turn 16: Pegasus
Pegasus draws. He then releases "Toon Summoned Skull" from "Toon World". "Toon Summoned Skull" attacks and destroys the "Hat" that Yami had been thinking of, believing that is the hat that "Dark Magician" is hiding in, but that hat turns out to be empty because Yugi had already selected a new location for "Dark Magician". (In the dub, the location is unchanged. Instead, the attack fails because the location of "Dark Magician" went away with Yami.) Pegasus returns "Toon Summoned Skull" back into "Toon World".

Turn 17: Yugi/Yami Yugi
Yugi draws a card ("Mirror Force") and subsequently Sets it. Pegasus tries to read Yugi's mind to find out what the Set card was, but Yugi switches back to Yami Yugi, who doesn't know what the Set card is, so Pegasus doesn't find out what the Set card is.

Turn 18: Pegasus
Pegasus draws. He then releases "Toon Summoned Skull" from "Toon World". "Toon Summoned Skull" attacks and destroys a "Hat", but it's empty. Pegasus returns "Toon Summoned Skull" back into "Toon World".

Turn 19: Yugi/Yami Yugi
Yami Yugi switches back to Yugi. Yugi draws "Living Arrow" and subsequently Sets it. Yugi then switches back to Yami Yugi.

Turn 20: Pegasus
Pegasus draws "Magical Neutralizing Force" and subsequently activates it, destroying the remaining "Hats" and revealing "Dark Magician". Pegasus releases "Toon Summoned Skull" from "Toon World".

"Toon Summoned Skull" attacks "Dark Magician", but Yami Yugi switches back to Yugi, who activates his face-down "Living Arrow" to target "Magical Neutralizing Force" for its effect. Yugi then switches back to Yami Yugi, who uses "Living Arrow" to destroy "Toon World" and "Gorgon's Eye". Since "Toon World" was destroyed, all of Pegasus's monsters that were affected by "Toon World" are returned to their 'normal' versions: "Red Archery Girl" (1400/1500), "Ryu-Ran" (2200/2600) and "Summoned Skull" (2500/1200). Yami Yugi then switches back to Yugi, who activates his face-down "Mirror Force" to reflect the attack of "Summoned Skull" back at Pegasus's monsters, destroying every monster on Pegasus's side of the field in Attack Position and inflicting damage to Pegasus equal to the ATK difference between the reflected attack and each of the destroyed monsters (Pegasus: 2000 → 600 LP). At this point, Pegasus turns the Duel into a Shadow Game.

Duel continues in the next episode.

Featured cards[edit]

The following cards appeared in this episode. Cards in italics debuted here.


Japanese character name Japanese voice actor
Yugi Mutou Shunsuke Kazama
Anzu Mazaki Maki Saito
Katsuya Jonouchi Hiroki Takahashi
Hiroto Honda Takayuki Kondo
Ryo Bakura Yo Inoue
Pegasus J. Crawford Jiro Jay Takasugi
Black suit Eiji Takemoto
Black suit Hiroshi Kikkawa
Black suit Masaru Hotta
Other Mika Ishibashi

Differences in adaptations[edit]

  • When Pegasus tells Yami Yugi that it doesn't matter about playing "Magical Hats" because he can just read Yugi's mind so he knows where the "Dark Magician" is hidden, cut from the dub is a shot of the hats turning transparent, revealing where the "Dark Magician" is.
  • A shot of Yugi next to Yami Yugi is added of the white lights when Yugi calls to Yami Yugi in the dub, and then when Yami Yugi says that he feels that Pegasus is trying to read their minds, Pegasus and the Millennium Eye are added over the white lights.
  • The guns in the guard's hands are removed in the dub, and a shot of the guards shooting "Man-Eater Bug" is removed.
  • In the dub, Téa has a voice over talking about how Yugi can't attack or defend because of Pegasus's "Toon World" and "Gorgon's Eye" cards.
  • The sequencing in the dub shows the conversation between Yugi and Yami before Pegasus has "Toon Summon Skull" attack and Yugi says he doesn't know where the "Dark Magician" hides, where as in the original, Pegasus attacks first and finds that Yugi switched the hiding place of the "Dark Magician".
  • Cut from the dub is the explanation of Yami Yugi given to Joey and Tea by Yugi when Joey asks what's going on because Pegasus mentions Yugi's "other mind".
  • In the original, this is the first time Yugi and Yami Yugi talk to each other, whereas in the dub they first spoke to each other in episode 29 during their duel against Mai.
  • Cut from the dub is the flashback conversation that Yugi and Tea have about Yugi saying that he feels that there is another presence inside of him.
  • Cut from the dub is Yami Yugi's speech about a duelist's intuition because Pegasus has been relying mostly on his Millennium Eye.


  1. This card was seen as "Doppleganger" was copying this card's artwork.