At DA, Professor Banner's spirit pops out of Pharaoh's mouth, saying that he is at last free but Pharaoh pushes his spirit down and jumps, catching the spirit in his mouth. At the arena, Jaden uses Poly to summon Elemental Hero Shining Flare Wingman (2500) in Attack Mode and attacks, destroying Water Dragon and winning the duel with Bastion. Bastion congratulates Jaden, saying that he'd be the top pupil if he actually attended class. Who needs class? Jaden does hope to be a professional doesn't he? Jaden says he does but what he needs is a challenge so he can duel with the pros. Syrus rushes in, saying that a duel is taking place tomorrow. They'll never guess who's dueling. Bastion suggests Zane. Way to ruin Syrus' surprise! Syrus says he'll never guess who Zane's up against. Jaden suggests Aster. Syrus complains about it not being fair. (Well actually it was fair, you didn't tell them who it was.) The gang discuss the upcoming duel. Bastion reminds them that they haven't seen Aster's real deck and for all they can fathom, Zane's going to embark on the greatest challenge of his dueling career. Inside Sheppard's office, Bonaparte is talking to someone, probably one of Aster's people for he's asking for Aster. He says they'll pay anything. Crowler asks if he's being a little too hasty but Bonaparte says that Crowler's had his chance.  He tells his "receiver" that he was just talking to his secretary. Crowler adds that he'd only be Bonaparte's secretary in his dreams. Bonaparte angrily says that the entire school is falling apart Luckily, Bonaparte's here to clean up Crowler's mess.

He orders Crowler to get out. Crowler agrees and says the comment really hurt. (Didn't think someone like him would actually care.) At the dueling site entrance, Zane's men tell Zane they've put tons of  money into Zane winning. Zane says he never loses and one of his men asks if he wants a ride but Zane says he likes walking, especially during a big match. The other tells him to be careful about the demon lurking about. Zane doesn't buy the story. A man cries for help and Zane shows just as a person, whom should be recognized as Aster from his voice, walks away snickering. The man tells Zane the thing was inhuman. Two guards show, asking who would have done this and Zane says a demon would. Back at Sartorius' lair, Sartorius welcomes Aster's return. Aster asks what Sartorius wants and Sartorius says he wishes Aster would spend more time preparing for his duels and less on his games. He's on the heels of the greatest challenge of his life! Aster's not worried, Sartorius knows he'll win. Sartorius agrees, then says that Zane is one step towards his true destiny. Any chance he'll tell Aster what his true destiny might be? No, he'll find out in due time and until then he must put his complete trust in Sartorius. Aster asks about Jaden. He threw that match away for Sartorius. Sartorius says it was the only way to test him. Aster points out that Jaden's not a pro. Sartorius snickers, saying that sometimes the greatest power can be found in the oddest places. He orders Aster to go back to duel Academy and duel Jaden again but this time he is allowed to win. Aster says Sartorius has a good point, he has a long night ahead for he reveals his new deck. Inside the classroom, Alexis can't believe Crowler sprung for cable. (I wouldn't believe it either with the way their school is going.)

The duel finally starts and Aster plays the card that shocks everyone, Elemental Hero Avian (1000) in Attack Mode. Does Zane like his new surprise? Jaden protests that's his card. Aster sets 2 cards to end his turn. Syrus sees that Zane is smiling and Bastion asks if Syrus would be, considering Zane knows Jaden's deck and how to defeat it. Zane plays Cyber Dragon (2100) in Attack Mode and attacks Avian but Aster activates Draining Shield, negating CD's attack and giving him LPs equal to its ATK. Zane counters with Trap Booster, which by discarding a card lets him play a Trap Card and he chooses Trap Jammer. Oops! At 9:58 into the US episode, the card shown in the Monster Card Slot of Zane's duel disk is Elemental Hero Bubbleman and his Trap Jammer card also has been accidentally left unaltered for US at 9:59 into the US episode! Aster activates his own Trap Jammer card, negating Zane's Trap Jammer and letting DS resolve, raising his LPs to 6100. Aster plays Pot of Greed. Next he uses Poly to summon Elemental Hero Phoenix Enforcer (2100) in Attack Mode. Syrus wonders where Flame Wingman is and Bastion explains that when fusing Elemental Heroes, you can choose which high-level monster is summoned. (This actually works with ANY Fusion monsters with the same Fusion Material Monsters) Zane draws and activates his Pot of Greed and uses Power Bond for Cyber Twin Dragon (2800) in Attack Mode and with PB's effect, its ATK doubles to 5600. He attacks Phoenix Enforcer, dropping Aster's LPs to 2600. He then explains that CTD can attack twice and attacks PE once more but when the smoke clears, Aster has 100 LPs left. Aster reveals that he activated Elemental Recharge, giving him 1000 LPs for every Elemental Hero monster on the field. (the real card only gives 1000 LPs to every Elemental Hero monster you control.) He reminds Zane that PB has a price and it must be paid with his LPs, dropping Zane's LPs to 1200.

Aster plays Elemental Hero Sparkman (1600) in Attack Mode. Then he equips him with Spark Blaster and uses Guard Penalty, letting him draw a card if the selected monster (which he chooses is Cyber Twin) goes to Defense Mode. He uses SB's effect to switch CT to Defense Mode and draws a card. Then he uses SB's effect twice more to put him back into Defense Mode. The crowd laughs. Aster reminds Zane that with GP, he can draw another card. Then he uses a second Poly to summon Elemental Hero Shining Phoenix Enforcer (2500) in Attack Mode. He says that SPE gains 300 ATK for every Elemental Hero monster in his Grave for a total of 3700. He attacks and destroys CTD, then sets a card to end his turn. Zane draws, then plays Poly and Cybernetic Fusion. Oops! The card is actually called Cybernetic Fusion Support! CF lets him pay half his LPs and remove from play monsters on his field and in his Grave and he brings out Cyber End Dragon (4000) in Attack Mode. He attacks with it but Aster says that when it comes to dueling, talk will only get him beaten and fast. He activates Destruction of Destiny, letting him send 5 cards from his deck to his Grave. (The real card only forces you to send 3 cards but you take 1000 damage for every non-monster you sent.) He chooses Clayman, Bladedge, Wildheart, Bubbleman and Hero Signal. Oops! Clayman's an Effect Monster in the US as shown at 19:00 into the episode

With SFE's effect, his ATK rises to 4900 with the new Elemental Hero monsters in Aster's Grave. Cyber End is destroyed and Aster wins. No one can believe it but Zane lost (They obviously didn't see Zane's loss with Camula in Season 1) How can this be? Aster says it's simple, you can't hide from destiny. Zane realizes the demon is Aster. Aster walks away. Bastion says Aster can't be beat but Jaden says he'll see about it.

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