Yu-Gi-Oh! ARC-V - Episode 128

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Yu-Gi-Oh! ARC-V - Episode 128
Leo and "Spirit Tech Force - Pendulum Governor" oppose Yuya and Declan.



Kessen! Supiritto Tekku Fōsu

Japanese translation

Decisive Battle! Spirit Tech Force


What Lurks Beneath

Episode number


Japanese air date

October 23, 2016

English air date

February 2, 2018

Gallery Japanese
Japanese opening

Pendulum Beat!

English opening

Can you Feel the Power

Japanese ending

Dashing Pendulum

English ending

Can you Feel the Power


Tsutomu Kamishiro


Keiichiro Mochizuki


Shoji Nishida

Animation director

Toshi Shishikura

Episode listing Yu-Gi-Oh! ARC-V episode listing (season 3)
Previous Revival Zero
Next A Duel Within

"What Lurks Beneath", known as "Decisive Battle! Spirit Tech Force" in the Japanese version, is the one hundred and twenty-eighth episode of the Yu-Gi-Oh! ARC-V anime. It aired in Japan on October 23, 2016 and in Canada on February 2, 2018. It became available with official subtitles via Crunchyroll on November 28, 2017.

In order to accomplish his Revival Zero plan, Leo needs to fuse Zuzu and the three girls who share her face. Yuya is filled with anger after hearing that, and Declan resolves to part ways with his father! In order to stop his ambition, the two of them challenge Leo to a Duel. As Yusho watches on, he feels that something is not right about Yuya…


Leo addresses Zuzu, Celina, Rin and Lulu, explaining that time is short; therefore they've already started the process to have them become one. Zuzu gasps, and Celina asks, "become one?", while Rin holds her hand over her mouth and Lulu can only gasp in shock. Declan and Yusho glare at Leo, and Riley, Yuya and Yuto both react in shock as Leo explains that the girls' capsules are linked to the ARC-V Reactor. The capsules rise and are withdrawn to surround the ARC-V Reactor in a horseshoe shape, and Leo explains that the life energy of the cards that were collected by the army of Duel Academy is inside the ARC-V Reactor and is running at an accelerated rate; when it reaches the right amount, ARC-V will swallow the Four Dimensions and merge them back into one. Declan is shocked at the idea of the dimensions being swallowed, and Leo announces that within that, the four girls will become one and revive Ray. Yuya retorts that he doesn't know or care about Ray or the ARC-V Reactor, and he and Yuto shout that Leo cannot be forgiven for this. Zuzu cries Yuya's name, and Lulu recognizes that Yuto is speaking as well. Yuya asks Declan to aid him, and Declan agrees. Yuya reassures Zuzu that he'll save her.

Yuto warns Yuya that Z-ARC is the evil in the depths of their hearts, and Yuya agrees, noting that if they control their anger, Z-ARC won't awaken. Yuto states that they need to stop the ARC-V Reactor quickly and save Lulu and the others. Yuya uses the Scale 1 "Stargazer Magician" and the Scale 8 "Timegazer Magician" to Set the Pendulum Scale, allowing him to simultaneously Summon Level 2 to 7 monsters. He chants, "Swing, pendulum of the soul! Draw an arc of light across the sky! Pendulum Summon! Appear now! Valiant and beautiful dichromatic eyes! Odd-Eyes Pendulum Dragon!" Leo recognizes "Odd-Eyes" as "Odd-Eyes Dragon" from when Z-ARC used it, and he grits his teeth.

Skip stopping his Duel in order to change Zuzu.

Yusho holds Riley close, musing to himself that he's instilled the belief that smiles are what's most important in Yuya from an early age. He remembers telling Yuya to laugh when he felt sad, as Yuya had a great laugh, and then he remembers watching Yuya and Zuzu (with her bracelet hanging from a string around her neck) as children with Skip. He reflects that life is long and painful, and that one needs to have the courage to face difficulties with a smile. Yuya has already realized that. Yusho's dream is to bring smiles to people all over the world with Dueling, but since when had it been that way? He remembers Skip Dueling his opponent with Zuzu carried on his back, and having to stop and change her (with Zuzu clutching her bracelet even then) during the middle of a Duel. Yusho had asked him since when Skip had been taking care of Zuzu himself, and where his wife was. Skip asked if he had to try to remember, and Yusho started to protest that he didn't mean it like that, before apologizing. Skip reassures Yusho that he's already forgotten; Zuzu doesn't have a mother, and she is a gift from God. Funny, isn't it? Yusho reflects that he didn't think much of it at the time, but he's sure he remembers that memory. When you know that you have a gifted child, what do you tell your wife? What were he and Yoko doing when Yuya was born? His eyes snap open, and he wonders if those day-to-day memories never really happened.

Yuya vows that he won't let the Arc Project succeed, nor ARC-V be made, and that he'll defeat Leo, before ending his turn. Declan declares his turn and draws, then he uses the Scale 1 "D/D Savant Copernicus" and the Scale 6 "D/D Cerberus" to Set the Pendulum Scale, allowing him to simultaneously Summon Level 2 to 5 monsters. He chants, "Grand power that shakes my very soul, arise within me and become a new light that rends the darkness. Pendulum Summon! Appear now, god with irregular black wings! D/D Berfomet! And the Tuner monster, "D/D Ghost!" Rin is surprised to see a Tuner monster, and Declan then Normal Summons "D/D Necro Slime". Yuya cries that Declan's continuous Summoning is coming, and Declan tunes the Level 2 "D/D Ghost" with the Level 1 "D/D Necro Slime" and the Level 4 "D/D Berfomet", and he chants, "Howls that tear through the night. With the swiftness of a gale, give birth to a new king! Synchro Summon! Be born! Level 7! D/D/D Gust King Alexander!"

Rin is impressed to see a Synchro Summon, and Celina explains that it's not over yet; Declan Akaba uses all of the Summoning methods. Zuzu notes that Declan can also Fusion and Xyz Summon as well. Since "D/D Ghost" was sent to the Graveyard, its effect activates allowing Declan to send another copy of a "D/D" monster that is already in his Graveyard from his Deck to his Graveyard, and he sends another "D/D Berfomet" to the Graveyard. Then he activates the effect of "D/D Necro Slime" from his Graveyard, banishing it and other Fusion Materials from his Graveyard to Fusion Summon a "D/D/D" Fusion Monster. He chants, "Arcane swirl that takes in all forms! Engulf the specter wriggling in the darkness and give birth to a new king! Fusion Summon! Be born! Level 6! D/D/D Flame King Genghis!" As "Genghis" appears and its aura of fire flares to life, Declan activates the effect of "Gust King Alexander" since a "D/D" monster was Normal or Special Summoned, allowing him to Special Summon an Level 4 or lower "D/D" monster from his Graveyard, and he revives "D/D Berfomet". This activates the effect of "Flame King Genghis", who raises its sword as its flames intensify, reviving the other "Berfomet" in the Graveyard. Lulu notes that Declan has two Level 4 monsters, and Declan overlays the two Level 4 "D/D Berfomets", chanting, "In order to subjugate all that resides in this world, now, descend onto the peak of the world! Xyz Summon! Be born! Rank 4! D/D/D Wave King Caesar!" Rin and Lulu are amazed at Declan's skills, and Leo notes that from a Pendulum Summon came a Fusion, Synchro, and Xyz Summon; it seems that Declan took up arms while he was away. Declan warns Leo that it's too early to be impressed, and he activates the Continuous Spell Card, "Dark Contract with Exclusivity", as long as Declan controls an Extra Deck Monster, Leo will be unable to Special Summon monsters from his Extra Deck through the same method. Leo muses that Declan didn't just attack him blindly, and Declan states that since he controls a Fusion, Synchro, and Xyz Monster, Leo cannot use any of those three Summoning methods. Yuya cheers that they've sealed the Professor's hands, and Yuto declares that they can do this. Declan ends his turn, challenging his father to break his iron-clad wall.

Leo comments that Declan is so confident, much to Declan's surprise. Leo declares his turn and draws, and he reminds Declan that Yuya is a reincarnation of Z-ARC; Declan cannot deny that the "Supreme King" dwells within Yuya (that Yuya and Z-ARC are one and the same in the dub; Declan should be fighting Yuya, not Leo). Declan asks if that means that he has to join Leo, and Leo replies that it does; together they can- Declan retorts that he made his intentions clear; he will fight with Yuya (in the dub, Leo replies that Declan finally understands, but Declan retorts that Leo should understand that his answer is still no). Leo asks if he will do so even if that means the revival of Z-ARC and the end of the world again? Yuya states that he and Yuto won't let Z-ARC revive, and Declan reminds Leo that if Yuya actually is Z-ARC's avatar, then he would have to reunite with the other fragments of Z-ARC, and as long as Leo does not reunite the dimensions, Z-ARC won't be revived and the Four Dimensions' peace will be maintained (in the dub, Declan implies that Leo reuniting the dimension would itself revive Z-ARC). He states that Yuya is his comrade (this is cut from the dub), and he states that Leo's ambitions are causing Z-ARC's revival. Leo insists that Z-ARC would have tried to revive regardless of his actions; Yuya has already reunited with his Xyz counterpart and the devil's revival must be prevented. Yuya protests that it won't happen; sure, Yuto might be inside him, but they both want the same thing; to bring smiles with Dueling. Even if there's evil in their hearts, they can overcome it, and they declare that the two of them will protect Zuzu and the others. Zuzu gasps Yuya's name happily, and Lulu smiles that Yuto still remembers the promise that he mad to her, even in a time like this. Yuto thinks to himself that Lulu's words have been what are supporting him.

Leo declares that in that case he will show them his power now; a Duel that will shatter them both. He uses two Scale 1 "Spirit Reactors" to Set the Pendulum Scale, much to Declan's utter shock. Yuya and Yusho are shocked to realize that Leo can Pendulum Summon. As the two "Spirit Reactors" rise within the Pendulum Zones, Zuzu and Celina note that Leo can't Pendulum Summon since the "Spirit Reactors" are both Scale 1. Leo activates the Pendulum Effect of the "Spirit Reactor" to his left, allowing it to copy the Pendulum Scale of another Pendulum Card on the field, and he chooses "Timegazer Magician". Yuya gasps in shock, and Declan notes that "Timegazer" is Scale 8. Leo confirms it; he can simultaneously Summon Level 2 to 7 monsters. He chants, "Spirits of the heavens and earth! Cleanse my hands of filthy sins and become the cornerstone of the world! Pendulum Summon! Appear and come forth! Spirit Tech Force - Pendulum Governor and Spirit Gem - Salamander Core!" Yuya gasps that Leo copied his Pendulum Scale.

Leo activates the effect of "Pendulum Governor", Tributing "Salamander Core" to activate its effect twice. He tells them to feel his power; when "Salamander Core" is Tributed, he can destroy one monster on the field and inflict 800 damage to its controller. First he destroys the devil's servant, "Odd-Eyes Pendulum Dragon", and "Pendulum Governor" blasts a burst of energy that destroys "Odd-Eyes" and reduces Yuya to 3200 LP. Zuzu and Celina call his name, and Rin, Lulu and Yusho all gasp in shock. Leo warns Declan that he's next, and "Pendulum Governor" fires another burst, destroying "Genghis" and reducing Declan to 3200 LP as well. Leo notes that since Declan no longer controls a Fusion Monster, the effect of "Dark Contract with Exclusivity" will no longer prevent him from Fusion Summoning, and he comments that Declan's wall was broken down so easily. Declan retorts that he still has both "Alexander" and "Caesar", so Leo's options are still- Leo retorts that he know's what Declan is thinking (Declan finishes his sentence in the dub, only for Leo to note, "Oh, are they?") He explains that the effect of "Pendulum Governor" prevents monsters with Level in between the Scales of his Pendulum Cards from attacking. "Alexander" is Level 7, so it cannot attack, but Declan reminds Leo that "Caesar" is an Xyz Monster, and doesn't have a Level. Leo explains that "Pendulum Governor" can only be attacked by a Pendulum Monster, much to Declan's shock, and Leo asks if they get it now; they can't stop him. His plan will not be disturbed, and he will even stop the devil's resurrection (he makes no mention of Z-ARC here in the dub). He Sets a card and ends his turn.

Leo lauds Declan's leadership of the Lancers, but he notes that they only had one plan, which failed to take the possibility that their opponent might be stronger than them into account. For someone like Declan, who stands at the top of the corporate world, it's incredibly immature. (In the dub, he demeans Yuya and Declan as children who cannot possibly stop him; after all, he's been planning this for a long time to see this through to the end, so he made sure to keep his skills sharp.)

In the Doktor's control room, Aster shakes Kite awake, and he asks if that was really Yuya. Kite notes that Yuto is within Yuya, but the force that they experienced was abnormal, and he wonders if the Doktor was controlling Yuya. Aster notes that they need to find him, and suggests that they go. (In the dub, Aster asks if Kite is okay before questioning if that was really Yuya; Kite snarkily remarks that it was either Yuya or a tornado, and that Yuya needs their help now more than ever. Aster asks what they're waiting for in that case.)

The girls' capsules suddenly light up with the same green light as the ARC-V Reactor, and motes of light begin to rise within the tubes. The girls all recoil in horror, and Zuzu screams Yuya's name; Yuya yells hers as Yuto calls Lulu's. Leo calmly explains that it's only a matter of time until the ARC-V Reactor achieves the energy required to activate, and Zuzu screams for Yuya. Yuya cries her name, and Leo triumphantly declares that Ray's revival is at hand; the day is finally here. Lulu begs Yuto to save them as he screams her name, and Yuya screams at Leo to stop as his hair stands on end as his irises glow red. Leo tells Declan to do it now; to use his power to save the Original Dimension that was divided. As Declan grits his teeth, Yuya asks, "divided? The one who caused that..." (in the dub, he speaks with the distinctive voice of Supreme King Z-ARC and expresses anger at his betrayal) as darkness begins to flow from his body, and Zuzu and her counterparts realize what is happening. Yusho asks his son what's wrong (in the dub, he tells Yuya to fight it, which prompts Z-ARC's comments), and Yuya grimly notes that he's just meeting expectations for a stronger, more violent fight. Then he screams in agony and falls to his knees, clutching his head. Riley clings to Yusho, crying that it's Yuya's anger, and Leo fearfully names Yuya's words as those of Z-ARC, the voice of the devil Duelist that lives within Yuya. Zuzu protests that Leo has to be wrong (in the dub, she begs Yuya to calm down). Leo asks if Declan is going to continue defending Yuya and overlook the revival of a devil and lead the world into ruin, and he urges Declan to join him and stop Z-ARC (in the dub, Leo actually acknowledges that Declan can still oppose him; Leo just wants Declan to oppose Yuya before they all perish).

Declan turns to Yuya, urging Yuya not to lose; he is Yuya, not Z-ARC. Yuya gasps Declan's name (in the dub, Z-ARC begins to say "I..."), causing Decaln to react in shock. Yuya gasps that it's overflowing from his chest, but he will still not... (in the dub, Z-ARC's voice fades into Yuya's as he vows not to let Z-ARC take control). Within their mind, Yuya and Yuto fight to hold back the surrounding darkness; Yuto reassures Yuya that they've held Z-ARC back many times before, and Yuya agrees that they absolutely have to win (in the dub, Yuto expresses doubt that they can resist Z-ARC's pain and hate; Yuya is the one to tell him that they can't give up). His eyes snap open, returning to normal, and he declares his turn and draws. Yusho reflects grimly that Leo said that Z-ARC was reincarnated in each of the Four Dimensions after being split by Ray (in the dub, he urges Yuya to stay strong; he believes that he won't let Z-ARC resurrect) as Yuya declares that he is Pendulum Summoning again with his Set Pendulum Scales. He Pendulum Summons "Odd-Eyes Pendulum Dragon" from his Extra Deck, and "Performapal U Go Golem" from his hand (in the dub, Yuya makes it seem as though he has Normal Summoned "U Go Golem"). He steps forward, ordering Leo to stop the machine, release Zuzu and the others, and return them. Yusho notes that Z-ARC has only tried to revive now, and he wonders why. Yuya warns Leo that he'll defeat him for frightening Zuzu, and he activates the effect of "U Go Golem" since it was Pendulum Summoned, allowing him to use it to Fusion Summon. He fuses "U Go Golem" and "Odd-Eyes", and his irises light up again he chants, "Dragon with dual-colored eyes! Become one with the giant born from earth, and revive as a new race! Fusion Summon! Come forth, Level 8! Performapal Gatlinghoul!" (In the dub, Z-ARC chants, "Behold as two monsters trigger in each other their most destructive traits and then become one! I give to you, Performapal Gatlinghoul!")

Yusho thinks that he's got it; it's to regain his other selves (in the dub, he is still wondering what is different now) as Yuya, with darkness flowing freely from his body again, activates the effect of "Gatlinghoul" since it was Fusion Summoned, inflicting 200 damage to Leo for every card on the field. Leo gasps in shock, while Yusho muses that Z-ARC was the strongest Duelist, so in order to regain himself as he reigned atop the world... (in the dub, Yusho notes that Z-ARC was broken apart because he wasn't strong enough). With twelve cards on the field, the effect of "Gatlinghoul" will inflict 2400 damage to Leo. As "Gatlinghoul" opens fire, Yusho reflects on his time with Yuya, having activated "Smile World" to entertain him, and as the bullets slam into Leo and he screams in pain, Yuya and Declan watch impassively, (in the dub, the shots of "Gatlinghoul's gatling gun, and the first shot of the bullets striking Leo are removed) Riley cries Yuya's name, and the girls all watch in shock. Yusho wonders if Z-ARC chose him to raise Yuya as Leo falls to 1600 LP and the shots cease. Yusho wonders if Z-ARC deliberately chose Yusho because he knew that Yusho would raise Yuya as a Duelist, (in the dub, Yusho is still thinking about why Z-ARC resurrected now, and he concludes that it's because Z-ARC wants more power; he could already Fusion, Synchro, and Xyz Summon, but he couldn't Pendulum Summon since it's an entirely new Summoning technique that didn't exist in Z-ARC's time, which is why Z-ARC is resurrecting now) and Zuzu cries Yuya's name. Riley gasps, and he collapses to the ground; Yusho bends down to catch him.

Yuya explains that since "Gatlinghoul" was Fusion Summoned using a Pendulum Monster as a Fusion Material, it can activate its second effect, destroying "Pendulum Governor" and inflicting its 2800 ATK to the shocked Leo. Lulu gasps that Leo only has 1600 LP (in the dub, she notes that "Pendulum Governor" has 2800 ATK), and Rin and Celina note that if the effect resolves, then Yuya wins. "Gatlinghoul" levels its gatling gun again, and Yusho realizes that if this is true, then he's unwittingly helped resurrect a devil (in the dub, he fears that Z-ARC will be truly unstoppable if he can Pendulum Summon). Yuya declares that this is the end as "Gatlinghoul" opens fire once again.

Featured Duel: Yuya Sakaki and Declan Akaba vs. Leo Akaba[edit]

At the start of the Duel, the Field Spell Card "Crossover" is activated, as per the rules of an Action Duel. It will allow the players to use Action Cards, but they may only have one in their hand at a time.

Turn 1: Yuya
Yuya activates "Stargazer Magician" (Right Pendulum Scale.png 1) and "Timegazer Magician" (Left Pendulum Scale.png 8) in his Pendulum Zones. Yuya Pendulum Summons "Odd-Eyes Pendulum Dragon" (2500/2000) from his hand in Attack Position.

Turn 2: Declan
Declan activates "D/D Savant Copernicus" (Right Pendulum Scale.png 1) and "D/D Cerberus" (Left Pendulum Scale.png 6) in his Pendulum Zones. Declan Pendulum Summons "D/D Berformet" (1400/1800) and "D/D Ghost" (600/200) from his hand in Attack Position. Declan Normal Summons "D/D Necro Slime" (300/300). He then tunes the Level 4 "Berfomet" and the Level 1 "Necro Slime" with the Level 2 Tuner monster "Ghost" to Synchro Summon "D/D/D Gust King Alexander" (2500/2000) in Attack Position. As "Ghost" was sent to the Graveyard, its effect lets Declan target another "D/D" monster in his Graveyard and send a monster with the same name from his Deck to the Graveyard. He chooses "Berfomet". Declan activates the effect of the "Necro Slime" in his Graveyard, letting him Fusion Summon using it and other monsters in his Graveyard by banishing them. He fuses "Ghost" with "Necro Slime" to Fusion Summon "D/D/D Flame King Genghis" (2000/1500) in Attack Position. As a "D/D" monster was Normal or Special Summoned, the effect of "Alexander" activates, letting Declan Special Summon a Level 4 or lower "D/D" monster from his Graveyard. He Special Summons "Berfomet" (1400/1800) in Attack Position. As a "D/D" monster was Special Summoned, the effect of "Genghis" activates, letting Declan Special Summon a "D/D" monster from his Graveyard. He Special Summons the second "Berfomet" (1400/1800) in Attack Position. Declan overlays his two Level 4 monsters to Xyz Summon "D/D/D Wave King Caesar" (2400/1200) in Attack Position. Declan activates the Continuous Spell Card, "Dark Contract with Exclusivity", which will prevent him from Special Summoning monsters from the Extra Deck, but will also prevent his opponent from doing so as long as he controls monsters of the same card type.

Turn 3: Leo
Leo activates two copies of "Spirit Reactor" (Pendulum Scale.png 1) in his Pendulum Zones. He then activates the Pendulum Effect of his left "Reactor", letting him change its Pendulum Scale to that of another Pendulum Monster on the field. He targets "Timegazer" ("Reactor": Left Pendulum Scale.png 1 → 8). Leo Pendulum Summons "Spirit Tech Force - Pendulum Governor" (2800/2500) and "Spirit Gem - Salamander Core" (0/0) from his hand in Attack Position. Leo activates the effect of "Pendulum Governor", letting him Tribute a "Spirit Gem" monster that was Pendulum Summoned from the hand this turn that has not activated its effect to allow "Pendulum Governor" to use that card's effect up to twice this turn. He Tributes "Salamander Core". He activates the effect now, letting him destroy a monster on the field and inflict damage 800 to its controller. He destroys "Odd-Eyes" (Yuya: 4000 → 3200) and "Genghis" (Declan: 4000 → 3200). The effect of "Pendulum Governor" prevents any monsters besides Pendulum Monsters from targeting it for attacks. As Leo has cards in both of his Pendulum Zones, its effect also prevents monsters his opponent controls with Levels between those Pendulum Scales" from attacking "Pendulum Governor". Leo Sets a card.

Turn 4: Yuya
Yuya Pendulum Summons "Odd-Eyes" (2500/2000) from his Extra Deck and "Performapal U Go Golem" (1600/1000) from his hand, both in Attack Position. As it was Pendulum Summoned this turn, Yuya activates the effect of "U Go Golem", letting him Fusion Summon a Fusion Monster from his Extra Deck to using monsters he controls as the Fusion Materials, including "U Go Golem". He fuses "Odd-Eyes" with "U Go Golem" to Fusion Summon "Performapal Gatlinghoul" (2900/900) in Attack Position. As it was Fusion Summoned, its effect activates, inflicting 200 damage to Leo for each card on the field (Leo: 4000 → 1600). As "Gatlinghoul" was Fusion Summoned this turn using a Pendulum Monster as a Material, Yuya activates its other effect, letting him destroy a monster his opponent controls and inflict damage to his opponent equal to that monster's ATK. He targets "Pendulum Governor".

Duel continues in the next episode.

Featured cards[edit]

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

Action Field

Differences in adaptions[edit]

  • In the dub, when Yuya Awakens, Z-ARC audibly takes over, speaking in his Supreme King voice. In the Japanese version, Yuya simply appears to have gone berserk as normal.
  • In the dub, Leo demeans Yuya and Declan based on their age several times.
  • In the dub, Yusho's musings on why Z-ARC is reviving now are streamlined; in the original, he worries about why Z-ARC's fragment was chosen as his son, while in the dub, he focuses his theories on why Z-ARC has chosen now to revive, deciding that it is because Pendulum Summoning has come into existence.