As Reira's strength begins to wane protecting Selena from Obelisk Force, Yuya arrives and helps him defeat them. Selena explains why she is incapacitated as more Obelisk Force soldiers arrive, accompanied by Barrett. Barrett declares he's there for Selena, and the duel between them begins. Barrett takes the first turn and summons "Beastborg Panther Predator," using its effect to immediately deal 800 damage to Yuya's Life Points. Yuya performs a Pendulum Summon, summoning three monsters including "Odd-Eyes Pendulum Dragon," but Barrett activates his Continuous Trap "Beast-borg Medal of the Iron Chain," paralyzing Yuya's Special Summoned monsters and preventing them from attacking or using his effects. Yuya overlays his monsters to summon "Dark Rebellion Xyz Dragon," and Barrett activates another Continuous Trap "Beast-borg Medal of the Crimson Chain," disabling Dark Rebellion as well.
In the underground labor facility, Crow arrives talking about Obelisk Force's arrival the Kurosaki, Sawatari, and Gongenzaka. They are saved from guards by Tsukikage, who returns their Duel Disks and decks. Tsukikage takes Sawatari and Kurosaki above ground, while Crow and Gongenzaka to remain behind to protect Yuzu, also reuniting with Chojiro. As a riot begins and an announcement is made to the guards, Shinji, with Tony and Damon, takes the chance to rally the other prisoners against the guards.
As chaos breaks out, the Capture Unit is dispatched to subdue Kurosaki, Sawatari, and Tsukikage. However, Shinji and his allies have taken over the control room (with help from Chojiro's friends) and activate the facility's conveyor belts, saving them. Gallagar attempts to duel the three, but Duel Chaser 227 leads a mob of disgraced ex-Security guards to subdue him. With the control room under his command and a group of prisoners retrieving Duel Disks and decks from the storage room, Shinji addresses the prisoners and tells them to board the conveyor belts to return to the City. The revolution has begun.
This episode contains examples of:
- Big Damn Heroes: Tsukikage dropping in to bust out the Lancers.
- Butt-Monkey: Gallager. Every one of his attempts to end the rebellion ends in failure: when he tries to run Sawatari, Tsukikage and Kurosaki over with a mining cart, they simply dodge it, causing him to hit the electrified cage; and when he tries to duel them afterwards, he gets trampled over by a mob.
- The Cameo: Hunter Pace is seen in the underground facility.
- Chekhov's Gunman: "Smile World," the card Yuya got from his mother at the start of the season, reappears for the first time (not counting flashbacks).
- Cooldown Hug: A non-romantic variant when Yuya gives a PTSD Reira a much needed hug.
- The Dog Bites Back: While it is hard to say that the Commons are dogs per say, Shinji and the Commons taking the Underground Facility over counts as one.
- Duels Decide Everything: Averted — the guards in the underground facility use brute force to subdue prisoners until they get their hands on Duel Disks, at which point they have no choice but to duel since the Hard Light holograms make physical confrontation impractical. Subverted by the Capture Unit, who just bring guns in spite of their opponents having their Duel Disks.
- Inconveniently Placed Conveyor Belt: When the riot in the underground facility breaks out, the conveyor belts are turned off both to stop bringing in trash that the inmates can use as Improvised Weapons and to give the Capture Unit a vantage point. Later this kicks in when Shinji's crew takes over the control room and turns the belts back on while the Capture Unit is standing on them.
- Kick the Dog: When Reira, barely able to stand and panting for breath, steps forward to enter Barrett's duel with Yuya, Barrett casually orders the Obelisk Force members with him to subdue the kid.
- The Load: Sawatari really doesn't do anything except follow Shun around. When he and Shun team up against the underground gaurds, Shun does the finishing move while Sawatari is on the floor, implying he either lost life points or was defeated.
- Even better: Kurosaki straight-up says that Sawatari didn't beat a single mook, implying that he had to do all the work.
- Off Screen Moment Of Awesome: Yuya summoning Odd-Eyes Pendulum Dragon, Dark Rebellion Xyz Dragon and Enlightenment Paladin to defeat three Obelisk Force members in the same turn. This is the first time all three of his ace monsters have been played at once, and we have no clue how he pulled it off.
- Screw Your Ultimatum!: When Barrett arrives to take Serena back to Academia, he tries to negotiate with her that if she comes with him, he will personally request the Professor to let her fight on the frontlines, exactly like she wanted when she first left. Her response?:Serena: I...have learned the truth...What the Academy has actually done...! I don't want to be an underling of the devil!
- Ship Tease: Yuzu is desperate to check up on Yuya after the events of the last few episodes.
- Unspoken Plan Guarantee: Yuya thinks that his three monsters combined have enough ATK to win the duel in one turn. Cue Barrett activating his Trap. Later he thinks he'll use Dark Rebellion Xyz Dragon to destroy Barrett's monster so his Trap will destroy itself. Cue Barrett activating his other Trap...