- Beginning: Spoof to what the 5 in 5ds means
- (0:05) Yugi comments on the neverending cutscenes of Metal Gear Solid 4
- (0:45) Joey does what any other gawky member of a good movie does: repeat movie referances, drool
- (1:40) The infamous Sexyback is back
- (2:33) Mai's warrior is Xena from the mid 90's TV show "Xena The Warrior Princess".
- (2:34) Jean's warriors from left to right
- Grey Fox
- Sub Zero
- Michelangelo from Teenage mutant Ninja Turtles.
- (2:39) Is a reference to NTAS where occasionally during an episode Yami pops up and says "Why is everybody on this show a fucking ninja?".
- (3:24) Rufus the Naked Mole Rat from the show Kim Possible
- (3:52) Xenu vs. Xena: fake religions
- (4:16) Is making fun of the "I Can't Believe It's Not Butter" which is their advertising slogan Tristan actually says it later on.
- (4:38) Oprah is a show about a hilarious African-American known as Oprah. Tom Crusie once acted like Jean said on that show.
- (4:44) Joey copies the infamous 'I see your underpants' song.
- (5:06) Toy getting crushed sound
- (5:36) Naruto cameo again a reference to NTAS tho this time it's making fun of the Yami cameo with Naruto saying "Why is everybody on this show a fucking duelist?".
- (5:38) The Naked Mole Rap (Kim Possible again)
|Yu-Gi-Oh! Abridged Episode 37|
|Yu-Gi-Oh! Abridged Episode 39|