"Settling the Score, Part 2", known as "Attack from Outer Space - Satellite Cannon" in the Japanese version, is the one hundred and fifth episode of the Yu-Gi-Oh! anime. It first aired in Japan on June 4, 2002 and in the United States on December 20, 2003.


As Satellite Cannon launches into space, Yugi, Joey, Tea, Serenity and Duke wonder what and who launched it. Robot-monkey Tristan in the arms of Serenity, starts thinking that maybe Serenity has the same affection for him as he does for her, as she is so determined about finding him. Whilst itchy his head, Tristan accidentally flicks a switch on the back of his head, allowing his voice to be heard out loud. The gang look at the monkey, Yugi directly addresses the monkey as "Tristan", Tristan then realises he can now be heard when speaking. However, despite he is now able to communicate, Joey and Duke are still not a hundred percent certain that the robot monkey is Tristan and tie him up at the back of the truck like a dog on a leash; still concerned that it is a potential trap set by Noah or The Big Five.

The Duel between Kaiba and his former right hand man, Leichter (originally the right hand man of Kaiba's step father, Gozaburo). Leichter once again activates the special ability of Injection Fairy Lily, giving up 2000 life points to increase her attack points by 3000 until the end of the battle phase. He then attempts to destroy Kaiba's Twin-Headed Behemoth, but due to its effect, Kaiba's monster reforms and as it was in defence mode, Kaiba does not take any damage. However, Leichter's turn does not go to waste and he restores the life points he gave up and wasted on a pointless attack, by setting a Magic Card and activating Emergency Provisions, allowing him to sacrifice any number of Magic or Trap Cards and regain 1000 life points for each one. He sends the magic card he just set to the graveyard.

Leichter warns Kaiba to keep an eye on Satellite Cannon, hinting that it has a powerful effect. The gang then arrive at the scene of the duel. Noah and Mokuba are still watching the duel on a big screen television in a different location. Mokuba is a determined that his brother will win and rescue him, Noah claims to Mokuba that Kaiba may not care about him as much as he thinks. Joey, after seeing Leichter as Jinzo, tells Yugi that Kaiba is up against one of the baddest deck masters of all time.

Kaiba plans on destroying Leichter's trap cards, Solemn Wishes and Life Absorbing Machine, to stop Leichter from powering up his life points and therefore from paying 2000 to power up his Injection Fairy Lily. Kaiba draws his Heavy Storm magic card and smiles as he activates it to destroy all magic and trap cards currently on the field, thinking that he has the duel wrapped up now that he has the power to destroy Leichter's traps. Leichter reveals to Kaiba that he was expecting this move and activates Imperial Order, which he set face-down on his first turn (the same turn in which he set Solemn Wishes face-down). By paying 700 life points each standby phase Imperial Order negates all magic cards; meaning, Kaiba can not use any magic cards due to Imperial Order or any trap cards due to Jinzo's deck master ability for the remainder of the duel. Imperial Order negates Kaiba's Heavy Storm magic card, ruining his strategy and keeping Solemn Wishes and Life Absorbing Machine on the field; thus, allowing him to continue to power up his life points each turn.

Leichter's next turn begins with 500 extra life points from Solemn Wishes and 1000 from Life Absorbing Machine. He then sacrifices 700 life points to activate Imperial Order. He then uses Satellite Cannon to destroy Kaiba's face-down defence monster, The Wicked Worm Beast. Kaiba does not know how he can possibly destroy a monster located in space. Leichter states that Satellite Cannon is unreachable to almost every monster (it can not be destroyed by any monster that is Level 7 and below). He also claims that, although Kaiba may have a monster in his deck strong enough to destroy it, Satellite Cannon will be too powerful to destroy by the time Kaiba summons one, as Satellite Cannon gains 1000 attack points each turn. However, like every duel monster, Satellite Cannon has its weaknesses, but they are not confirmed at this point.

Leichter tells Kaiba (in the dub) that it's about time Kaiba lost and got whats coming to him, after destroying his own stepfather and betraying The Big Five; stating that Kaiba is selfish and constantly uses people to get what he wants, including his own brother. Leichter then re-reviews the past with Kaiba, reminding him about how he became president of KaibaCorp. After succeeding in turning 10 million dollars into 100 million dollars, by gaining 51% of a company and taking over and threatening the company to buy it back at 10 times the price, otherwise he would shut the company down making all its employees reductant, Kaiba became more avaricious and realised that if he can gain control of another company he could do the same to his stepfather's. One day, Kaiba called Leichter and his associates; Gansley, Crump, Johnson and Nezbitt (the rest of The Big Five), he proposed that they all try and take over the company and promised that he, as the new president of KaibaCorp would treat all five of them with more respect than his stepfather. The Big Five, who presumably desired to be treated with more respect, agreed to Kaiba's offer. All five of them, along with Kaiba then began buying pieces of KaibaCorp but securing the 51% needed to take over was difficult. Leichter then states that someone was telling Gozaburo about the plan and claims that Kaiba told The Big Five that it was Mokuba. Leichter then reminds him about the time he yelled at and abused his little brother in front of The Big Five for snitching on him to Gozaburo. Even though Mokuba confirmed that he did not tell Gozaburo, Kaiba didn't believe him and ordered his poor brother to get out of his sight. This flashback brought back horrible memories to Mokuba who was close to tears after remembering how he was cut deep after being abused and yelled at by his own brother (stating in the present, listening to Leichter's story, that it was the worst day of his life), which forced him to run to his stepfather, Gozaburo for comfort Kaiba and The Big Five, thinking that they had purchased enough percent to take over the company, confronted Gozaburo. Gozaburo confirms that he was aware of the plan and that they did not manage to secure the 51% needed to take control and only 49%; while Gozaburo had 51% (2% of which was owned by Mokuba). Gozaburo, angry with his adopted son and The Big Five for betraying him, fired his employees on the spot, ordering them to clean out their desks immediately and confirmed to Kaiba that after what he did he was going to send him back to the orphanage. Fortunately at this point, Mokuba entered the room offering to give his 2% of KaibaCorp to his brother; thus, taking away 2% from Gozaburo's total and added 2% to Kaiba's total. Gozaburo questioned Mokuba on how he could bail his brother out after how badly he was treated by him, Mokuba stated that him and his brother are a team and he will stand by him no matter what. With 2% added to Kaiba's total of 49, him and The Big Five now had the 51% needed to take control, while Gozaburo now had 49% after losing 2% from Mokuba; thus, Kaiba was now president of KaibaCorp. Gozaburo, was humiliated and ran away, never to be seen ever since. In the present, Leichter states that Kaiba never intended to run KaibaCorp with The Big Five as a team and merely used them to get what he wanted; and as a result, when he took over, he broke his promise that he would treat them with more respect; taking away the responsibilities of The Big Five and destroying Nezbitt's lab. Leichter also claims that Mokuba was not the one who snitched, it was Kaiba; claiming that Gozaburo let him gain 49% believing Mokuba would give him the 2% needed to stay control and that Kaiba used his brother to make everyone (including him) think it was Mokuba who snitched. Kaiba declines, stating that Mokuba was the only one he trusted, and Mokuba too does not believe any of Leichter's words.

The duel continues, Kaiba summons Spirit Ryu and orders it to attack Injection Fairy Lily, Leichter then counters by sacrificing 2000 of his life points to increase the attack points of Injection Fairy Lily by 3000, giving her a total of 3400, enough to destroy Spirt Ryu (who only has 1000 attack points) and wipe out the rest of Kaiba's life points. Kaiba then reveals Spirt Ryu's special ability; it gains 1000 extra attack points for each dragon discarded from the hand of the card owner. Therefore, in order to destroy Leichter's Injection Fairy Lily, Kaiba must discard three dragons to raise Spirit Ryu's points to 4000. However, Kaiba only has two dragons in his hand to discard; Hyozanryu and Cave Dragon, both of which he sends to the graveyard to increase Spirit Ryu's attack points to 3000; although not enough to destroy Injection Fairy Lily, it is still enough to avoid losing the duel; with two dragons discarded Spirit Ryu gains 2000 extra attack points, bring it up to 3000, due to the differences between its attack points and Injection Fairy Lily's, Kaiba only loses 400 life points, as opposed to what he would have originally lost, minus the extra 2000 attack points. Leichter and the gang are confused as to why Kaiba allowed Spirit Ryu to be destroyed, except Yugi who states he has figured out Kaiba's strategy. Kaiba then orders Twin-Headed Behemoth to finish the job Spirit Ryu started and destroy Injection Fairy Lily. Leichter checks his life point counter on his duel disk and realises that after giving up 2000 life points during the last battle phase he now has only 1400; not enough to increase Injection Fairy Lily's attack points again, therefore her attack points remain 400 and Twin-Headed Behemoth destroys her (Leichter clearly miss calculated as he wasn't aware that he didn't have enough life points to power up his Injection Fairy Lily, until checking his life point counter after Kaiba declared his attack). Kaiba then reveals that his plan was to force Leichter to give up 2000 life points during the first battle phase against his Spirt Ryu so he couldn't power up his Injection Fairy Lily's attack points during the second against Twin-Headed Behemoth. The rest of the gang now realise that Leichter has to sacrifice his life points to activate his best cards, so if he doesn't have enough and is unable to restore them his strategy is ruined. As Leichter's next turn begins he restores his life points with Solemn Wishes and Life Absorbing Machine. After doing so, Kaiba reminds him that he has to sacrifice 700 to keep Imperial Order on the field. However, after losing a serious amount of life points last turn Leichter realises that he can't afford to sacrifice anymore, therefore reluctantly sends the trap to his graveyard and out of play (as the card states 700 life points must be paid in order to keep it and that there are no exceptions). With Imperial Order no longer in effect Kaiba and Leichter can now use Magic Cards again. In the dub, Kaiba teases Leichter questioning him on how he thought he could run KaibaCorp with the poor math skills he possess. Leichter summons a monster face-down in defence mode and destroys Twin-Headed Behemoth with Satellite Cannon, thus, concluding his turn. Leichter played a monster in defence mode on account of one of his Satellite Cannon's weaknesses; as it's located in the air, if the card owner has no monsters in play on land the opponent can attack them directly. With Imperial Order no longer preventing him from playing magic cards, Kaiba activates Pot Of Greed allowing him to draw two cards. He then summons Possessed Dark Soul and orders it to attack Leichter's face-down monster. However, by attacking the face-down monster which is revealed to be Dreamsprite, its flip effect is activated which redirects the attack from Kaiba's monster to any other monster of Leichter's, he chooses his Satellite Cannon. As Possessed Dark Soul isn't strong enough to reach Leichter's Satellite Cannon, it's not destroy and therefore Leichter's life points remain untouched. With Dramsprite now on the field and its special ability in effect, Kaiba can only attack Leichter's Satellite Cannon, which can only be destroyed by a monster whose level is higher than 7; meaning Leichter is practically untouchable. With Kaiba's failed attack, Leichter makes his turn, raising his life points by another 500 extra points with his Solemn Wishes trap. Leichter states his plan, to wipe out Kaiba's remaining life points on his next turn with Satellite Cannon when it has 2000 attack points (receives due to its effect). Kaiba swears to Leichter that he will destroy Satellite Cannon on his next turn. The gang wonder if Kaiba has a monster strong enough to reach and destroy Leichter's Satellite Cannon, Yugi remembers that Satellite Cannon can be destroyed by Level 8 monsters and above and that Kaiba has three Blue Eyes White Dragons in his deck which are Level 8 and therefore have the ability to destroy Satellite Cannon. However, Yugi has no idea what the odds are of Kaiba managing to draw a Level 8 monster. With finding his beloved brother on the line, Kaiba puts his faith in the Heart Of The Cards and manages to draw one of his Blue Eyes White Dragons. He then figures out the second weakness of Satellite Cannon; although its unreachable to Level 7 and below monsters it only has attack points during battle phases, otherwise it has none at all. To summon his Blue Eyes, Kaiba lays an unknown monster face-down in defence mode and uses his deck master's ability; by paying 500 life points Lord of Dragons allows Kaiba to sacrifice monsters to summon any dragon monster from his hand, even if one of the monsters used for the sacrifice has already been normal summoned that turn. Kaiba sacrifices Possessed Dark Soul and his face-down monster to summon his Blue Eyes, which launches its attack on Leichter's Satellite Cannon and the rest of his life points; thus, Kaiba wins the duel, while Leichter loses.

After the duel, Leichter is devastated as he was so close to winning. Kaiba immediately confronts him asking where to find his brother. Leichter does not confirm the location of Noah and Mokuba and tells Kaiba that he will never see his brother again, but swears as he disappears that he himself will return to finish what he started and get revenge on his former boss once and for all. Mokuba is thrilled that his brother defeated Leichter. Noah is surprised to see that Mokuba is still on his brother's side despite finding out from Leichter that he used him to gain control of KaibaCorp. Mokuba tells Noah that he will stand by his brother's side no matter what. Noah is determined to turn Mokuba against his brother. After watching Leichter vanish into thin air, Kaiba calls out to Mokuba that he will rescue him.

Deck Masters

Featured Duel: Seto Kaiba vs. Leichter, Part 2

Duel continues from previous episode.

Kaiba has 1200 Life Points remaining and controls "Twin-Headed Behemoth" (1500/1000) in Defense Position.

Leichter has 3600 Life Points remaining and controls "Injection Fairy Lily" (400/1500) and "Satellite Cannon" (0/0) in Attack Position and "Solemn Wishes", "Life Absorbing Machine", one set card.

Turn 9: Leichter
"Injection Fairy Lily" attacks "Twin-Headed Behemoth". Leichter activates the effect of "Injection Fairy Lily" to pay 2000 Life Points (Leichter 3600 → 1600) and increase the ATK of "Injection Fairy Lily" by 3000 ("Injection Fairy Lily": 400 → 3400/1500) during damage calculation only. "Injection Fairy Lily" destroys "Twin-Headed Behemoth". After damage calculation, the effect of "Injection Fairy Lily" expires ("Injection Fairy Lily": 3400 → 400/1500). "Twin-Headed Behemoth's" effect activates, allowing Kaiba to Special Summon "Twin-Headed Behemoth" from his Graveyard in Defense Position with only 1000 ATK and DEF ("Twin-Headed Behemoth": 1000/1000).

Leichter then Sets a card ("Spring of Rebirth"). He then activates "Emergency Provisions" to send his set Card to the Graveyard and gain 1000 Life Points (Leichter 1600 → 2600). On Leichter's End Phase, "Satellite Cannon" gains 1000 ATK ("Satellite Cannon": 0 → 1000/0) due to its third effect.

Turn 10: Kaiba
Kaiba draws "Heavy Storm" and subsequently activates it to destroy every Magic and Trap Card on the field, but Leichter activates his face-down "Imperial Order", which negates the effect of all Magic Cards while it is face-up. During each of Leichter's Standby Phases, he must either pay 700 Life Points or destroy "Imperial Order".

Turn 11: Leichter
Leichter draws (Leichter 2600 → 3100). On Leichter's Standby Phase, the effect of "Life Absorbing Machine" activates (Leichter 3100 → 4100). Leichter then pays 700 Life Points to keep "Imperial Order" in play (Leichter 4100 → 3400). "Satellite Cannon" attacks and destroys Kaiba's face-down monster. It's revealed to be "The Wicked Worm Beast" (1400/700). After damage calculation, the ATK of "Satellite Cannon" is decreased to 0 ("Satellite Cannon": 1000 → 0/0) due to its fourth effect. On Leichter's End Phase, the third effect of "Satellite Cannon" activates ("Satellite Cannon": 0 → 1000/0).

Turn 12: Kaiba
Seto draws "Spirit Ryu". He then switches "Twin-Headed Behemoth" to Attack Position. Next he Normal Summons "Spirit Ryu" (1000/1000) in Attack Position. "Spirit Ryu" then attacks "Injection Fairy Lily", but Leichter activates "Injection Fairy Lily's" effect to pay 2000 Life Points (Leichter 3400 → 1400) and increase his "Injection Fairy Lily's" ATK by 3000 ("Injection Fairy Lily": 400 → 3400/1500) during damage calculation only.

Kaiba activates "Spirit Ryu's" effect, discarding two Dragons ("Hyozanryu" and "Cave Dragon") from his hand in order to increase "Spirit Ryu's" ATK by 1000 for each Dragon discarded ("Spirit Ryu": 1000 → 3000/1000). "Injection Fairy Lily" destroys "Spirit Ryu" (Kaiba 1200 → 800). After damage calculation, the effect of "Injection Fairy Lily" expires ("Injection Fairy Lily 3400 → 400/1500). "Twin-Headed Behemoth" attacks and destroys "Injection Fairy Lily" (Leichter 1400 → 800).

Turn 13: Leichter
Leichter draws (Leichter 800 → 1300). On Leichter's Standby Phase, the effect of "Life Absorbing Machine" activates (Leichter 1300 → 1650). Leichter chooses not to pay the cost of "Imperial Order", so it's destroyed. He then Sets a monster. "Satellite Cannon" attacks "Twin-Headed Behemoth". Since "Satellite Cannon" can't be destroyed in battle by monsters who are Level 7 or below, only "Twin-Headed Behemoth" is destroyed. After damage calculation, the ATK of "Satellite Cannon" is decreased to 0 ("Satellite Cannon": 1000 → 0/0) due to its fourth effect. On Leichter's End Phase, the third effect of "Satellite Cannon" activates ("Satellite Cannon": 0 → 1000/0).

Turn 14: Kaiba
Kaiba draws "Possessed Dark Soul". He then activates "Pot of Greed" to draw two cards. Kaiba then Normal Summons "Possessed Dark Soul" (1200/800) in Attack Position. "Possessed Dark Soul" attacks Leichter's face-down monster. Leichter reveals his face-down monster to be "Dreamsprite" (300/200), whose effect allows Leichter to redirect the attack to "Satellite Cannon". As "Possessed Dark Soul" is not a Level 8 or above monster, "Satellite Cannon" is not destroyed and Leichter takes no Battle Damage.

Turn 15: Leichter
Leichter draws (Leichter 1650 → 2150). On Leichter's End Phase, the third effect of "Satellite Cannon" activates ("Satellite Cannon": 1000 → 2000/0).

Turn 16: Kaiba
Kaiba draws "Blue-Eyes White Dragon". He then Sets a monster. Next Kaiba activates his Deck Master's ability to pay 500 Life Points (Seto 800 → 300) and allow himself to Normal Summon another monster this turn. Kaiba then Tributes both of his monsters in order to Tribute Summon "Blue-Eyes White Dragon" (3000/2500) in Attack Position. "Blue-Eyes White Dragon" attacks and destroys "Satellite Cannon", whose ATK is treated as 0 during the opponent's turn (Leichter 2150 → 0).

Differences In Adaptations

  • In the dub, Kaiba wonders how he can stop a weapon ("Satellite Cannon") that is so far out into space. In the Japanese version, only a level 7 or above monster can destroy "Satellite Cannon."
  • Cut from the dub is a short bit where Shizuka feels sorry for the robot monkey, and Honda reaches out for her, but Otogi grabs him and tells him to stop.
  • Right before finishing off Leichter in the dub, Kaiba proudly and arrogantly stated that Leichter should have thought twice before challenging him. In the original, Kaiba was more modest, as he stated his dreams of creating games would not lose to a weapon.
  • In the English dub, during his confrontational meeting with Seto, Gozaburo fired the Big Five and prepared to send Seto back to the orphanage. In the original, he planned to transfer all their assets to a subsidiary of KaibaCorp and declare bankruptcy to make Kaiba's stocks worthless. This, ironically, seemed a less drastic punishment than the dub, something that rarely happens between adaptations.
  • In the dub, the edits and placement of the "Injection Fairy Lily" card is inconsistent throughout the episode. Some shots show the artwork edited to show a rocket rather than a needle, some shots show the "Solemn Wishes" Trap Card in its place, and at least one shot has the needle on it blurred out.
  • Leichter's "Dreamsprite" is given a dress to wear in the dub.

Featured cards

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

Seto Kaiba
Leichter's flashback (Incomplete)


  1. This card can be seen when Leichter activates "Emergency Provisions".
  2. This was played as a Normal Monster. It is a Fusion Monster in the TCG/OCG.
  3. This was played as a Normal Monster. It is an Effect Monster in the TCG/OCG.
  4. This card was played as a Magic Card. It was depicted as a Trap Card in the English version. It is a Trap Card in the TCG/OCG.
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